Last updated June 29th, 2020

Vindow, Inc., and its affiliated companies (“Vindow” or “We” or “Us”), respect your privacy and we are committed to protecting Your privacy through our compliance with this policy.

This policy describes our practices in connection with information that we collect through Vindow’s software platforms and applications (collectively our “Applications”) as well as Vindow’s privacy practices in relation to the use of Vindow’s website(s) located at www.vindow.com and other Vindow websites, if any, that link to this policy) and external marketing activities.

This Policy also describes Your data protection rights, including a right to object to some of Vindow’s processing of that data. This Policy does not apply to information collected by any third party, including through any third-party application or content (including advertising) that links to or is accessible from our software applications or websites.

This policy applies to the following classification of individuals that interact with Vindow:

Customers are individuals that are employees or associates of Vindow’s direct customers (such as hotel owners/operators/managers, and third party accommodation purchasers) including customer personnel that are assigned a login ID and are authorized to access and use our software applications pursuant to an active Vindow Master Services Agreement, Terms, Statement of Work, and/or pursuant a temporary license as the case may be. Additionally, Customers include individuals who self-register to access our software applications.

Customer Business Contacts are individuals that interact with our Customers through our software applications. These include but are not limited to our Customers’ current and prospective clients, hotel guests or other business contacts.

Individuals and prospective customers who interact with Vindow’s websites to read about Vindow products and services, download a marketing literature/collateral, or sign up for an online demonstration), as well as those who attend Vindow marketing events, and whom we meet at a tradeshow or learn about through a referral from third parties or other external sources.

What types of personally identifiable data do our Customers collect?

The Vindow software applications are flexible and allow our Customers to collect a variety of personal data from and about their Customer Business Contacts, including name, organization, title, postal address, e-mail address, telephone number, fax number, social media account ID, credit or debit card number and other information including but not limited to interests, opinions, activities, age, gender, education and occupation.

Vindow’s use of personal information collected through our software applications shall be limited to the purpose of providing the Service(s) for which our Customers have engaged Vindow, to improve our Services, or as required or otherwise permitted by law. If you do not agree with our policies and practices, you may choose not to use our Applications.

How do Vindow Customers collect personally identifiable data?

1. When Customer Business Contacts voluntarily and explicitly enter personal data into Vindow’s software applications.

2. When our Customers enter Customer Business Contacts into Vindow’s software applications, when permitted, including by having a legitimate business interest or obtaining explicit consent from a Customer Business Contact.

3. Automatically, as Customer Business Contacts interact with Vindow’s software applications, using commonly used information gathering technologies such as cookies.

How do Vindow Customers use personally identifiable data?

If a Customer Business Contact chooses to use Vindow’s software applications to conduct business with a Customer (for example: register for or check into a hotel property, download a mobile application, or send or respond to a Request for Proposal (a “RFP”)), any information provided in connection with that interaction will be transferred to, and under the control of, the Customer.

Vindow Customers will also have access to information (including personal data and Vindow software application usage data) related to how Customer Business Contact interact with the Vindow software applications they use. In such instances, the Customers act as data controllers towards the Customer Business Contact, under the European Economic Area (“EEA”) data protection laws. Therefore, Vindow cannot and does not take responsibility for the privacy practices of Customers. The information practices of our Customers are governed by their respective privacy policies. We encourage Customer Business Contacts to review the Customers’ privacy policies to understand those practices and procedures.

Does Vindow use or sell personal data collected by our Customers?

Vindow does not use personal data of our Customer Business Contacts for any purposes other than to provide services that our Customers have contracted us to provide through our software applications and business services, as noted below, to improve our services, or as required or otherwise permitted by law. Vindow does not sell personal data of our Customer Business Contacts.

How does Vindow collect and process personal data from our Customers and their Customer Business Contacts?

Vindow collects personal data from Vindow’s Customers in order to facilitate communication and delivery of the software applications that our Customers are interested in or contract us to provide. By way of an example, Vindow may collect Customer contact information, whether through the execution of a contract, use of our services, a form on our website, queries submitted to our chat agent, an interaction with our sales or customer support team, or a response to one of our surveys or marketing emails. Vindow may also collect credit card information (e.g., credit card number and expiration date, billing address, etc.) or other customary bank information needed for billing and payment purposes.

Vindow may record Customer telephone calls made to our customer support team for legitimate business interests related to providing customer support, compliance with laws, training, and quality assurance. Vindow retains such recordings until 90 days after the date of recording unless otherwise needed for contract implementation or further employee training.

Vindow and Vindow’s vendors collect Customer usage information about how Vindow Customers interact with Vindow’s software applications and business services. This includes which webpages You visit, what You click on, when/how You perform certain actions, what language preferences You have, what you purchase, among other things.

Vindow processes Customer’s and their Customer Business Contacts’ personal data in the following manners: (i) to disclose to Vindow subsidiaries and affiliates for the purpose of providing Services to Vindow’s Customers and their Customer Business Contacts; (ii) to disclose to contractors, service providers, and other third parties as reasonably necessary or prudent to provide, maintain and support Vindow’s software applications for our Customers and their Customer Business Contacts, such as, for example, payment processors and data center or Web hosting providers; (iii) to deliver the Services that Vindow’s Customer has contracted Vindow to provide through the Vindow software applications such as: (a) when a Vindow Customer submits an RFP to an accommodation provider on the Vindow platform, or to a Customer’s Business Contact as directed by the Customer, Vindow will contact that party and disclose information, which contains personal data, necessary for that Customer to respond to the RFP; (b) when a Customer or Customer Business Contact uses their social media credentials to share information on their social media platform or to log into one of Vindow’s software applications, Vindow will share information with that party’s social media account provider. The information Vindow shares will be governed by the social media site’s privacy policy; and (c) to disclose to Customers, as directed by a Customer or consented to by a Customer Business Contact, such as actively consenting to share information in a Vindow mobile application; (iv) to deliver to a third party in the event of a merger, divestiture, restructuring, recapitalization, reorganization, dissolution or other sale or transfer of some or all of Vindow’s assets, whether as a continuing operating business or as part of a bankruptcy, liquidation or similar proceeding, in which personal data held by Vindow about Vindow’s Customers and Customer Business Contacts is among the assets transferred; (v) for Vindow’s internal business purposes that include administering access and use of Vindow’s software applications, business intelligence, data analysis, securely identifying Customers upon logging onto any Vindow software application, enhancing or modifying Vindow’s software applications, billing for Services, and operating the Vindow business; (vi) when Vindow believes to be necessary or appropriate: (a) under applicable law, including laws outside Your country of residence; (b) to respond to requests from public and government authorities including public and government authorities outside Your country of residence; and (c) to protect against or identify fraudulent transactions; and for other any other purposes when Customer Business Contacts provide explicit consent.

Vindow aggregates and anonymizes information about (i) Customers and Customer Business Contacts, and (ii) uses that information in order to improve Vindow’s software applications and to create benchmarks, indexes, and other business intelligence products and services. None of the aggregated and anonymized information or data contains personally identifiable information.

What is the legal basis for Vindow to process personally identifiable information from the European Economic Area (EEA)?

For individuals that are from the EEA, Vindow’s legal basis for collecting and using that person’s personally identifiable information will be Vindow’s legitimate interest where the processing is in Vindow, or a third party’s, legitimate interests and not overridden by the individual’s data protection interests, or fundamental rights and freedoms. Vindow’s legitimate interests are to provide individuals with access to the Vindow software applications, and features and functionality of the Vindow platform; to send individuals information they have requested; to ensure the security of Vindow’s software applications by trying to prevent unauthorised or malicious activities or conduct; and/or to enforce compliance with Vindow’s Terms of Use, contracts and other policies. In some EEA countries, Vindow is relying on consent as a legal basis for using this information for marketing purposes.

How long does Vindow store personal information collected by Vindow’s Customers?

When Vindow processes personal information for Vindow’s legitimate business interests described herein, unless otherwise provided in Vindow’s contract with Vindow’s Customer, Vindow processes the data until 90 days after the termination of the contract, at which time Vindow removes it from Vindow’s production environment. After a period of 13 months, we remove the data from our backup media.

Vindow’s processes and procedures to access, correct or delete personally identifiable information.

In countries, including countries in the EEA, as well as in some U.S. states, upon their request, Customer Business Contacts have the right to access their personally identifiable information and, if necessary, have it amended, deleted or restricted. Customer Business Contacts can also ask for some types of personal data to be delivered to them, or another organization they nominate, in a structured and machine-readable format for legitimate business purposes.

Where Vindow processes Your personally identifiable information on the basis of Your consent, You have the right to withdraw Your consent. The withdrawal of consent to process personally identifiable information shall not affect the lawfulness of Vindow processing Your personally identifiable information based on consent prior to Your withdrawal of consent. Customer Business Contacts in the EEA also have the right to complain to a supervisory authority, such an employer, for data protection in the country where they live, or where they work.

Vindow processes Customer Business Contacts’ data, including personally identifiable information at the direction of our Customers and has no direct control or ownership of the personally identifiable information or data that Vindow process. Vindow Customers are exclusively responsible for complying with any regulations or laws requiring notice, disclosure or obtaining consent prior to transferring the data to Vindow for any processing purposes. Any Customer Business Contact that seeks to access, correct or delete data, should direct their query to the Customer. If the Customer requests Vindow to remove the personal data of a Customer Business Contact to comply with data protection regulations, Vindow will process this request within the required time under the applicable regulation or law. Furthermore, Vindow will not accommodate a request to change information if Vindow believes the change would violate any law or legal requirement or cause the information to be inaccurate. In such instances, Vindow will inform the Customer about the legal obligations that prevents Vindow from fulfilling the request.

How to access, correct, or delete Your personal information?

Any Customer can access, correct or delete their data, or their Customer Business Contact data by submitting a request on our website at www.vindow.com. Vindow will process this request within the required time under the applicable regulation or law.

Vindow will maintain an audit history of any requests to access, correct or delete personally identifiable information to maintain a record of compliance with regulatory requirements.

Notice to California residents: California law provides residents of California with specific rights regarding Your personally identifiable information including (i) the right to request that Vindow disclose certain information to You about Vindow’s collection and use of Your personal information over the past 12 months; (ii) the right to request that Vindow deletes any of Your personal information that Vindow has collected from You, subject to certain exceptions; and (iii) the right to opt-out of the sale of Your personal information.

To make such a request, click below to submit a webform, call +1.786.759.1217, or send a letter to: corporate@vindow.com

Vindow Inc.
95 Merrick Way 3rd Floor
Coral Gables, Florida 33134

Pursuant to law, please note that Vindow is only required to respond to two (2) such requests per individual per year. You also have the right not to be discriminated against if You exercise any of Your rights pursuant to California privacy law.

Vindow may have collected the following categories of personally identifiable information of California residents in the past 12 months: (i) personal identifiers such as a name, postal address, Internet Protocol address, email address, or other similar identifiers; (ii) categories of information described in California Civil Code Section 1798.80(e); (iii) characteristics of protected classifications under California or federal law; (iv) commercial information, including records of products or services purchased or considered; (v) Internet or other electronic network activity information; (vi) geolocation data; (vii) audio and visual information, such as customer service calls recordings, photographs, and media; (viii) professional or employment-related information; education information; and any inferences drawn from any of the information identified above.

This information is collected and used for the purposes disclosed in this Privacy Policy. If a Vindow Customer or visitor wishes to have their information excluded from this type of disclosure please contact Vindow via the information provided herein. Vindow may have disclosed any of the above categories of personally identifiable information pursuant to an individual’s consent or under a written contract with a service provider for a business purpose in 12 months immediately preceding the posting of this updated Privacy Policy.

How does Vindow process data from Visitors?

Vindow processes Visitor data separately and distinctly from the way Vindow processes Customer and Customer Business Contact data. By visiting Vindow’s websites, attending Vindow marketing events online, via telephone, on site, at a third party location, or providing Vindow with Your personally identifiable information, Visitors consent to the collection, processing and storage of their personally identifiable information as described herein.

Personal information of Visitors collected by Vindow.

Vindow collects personal information including name, title, postal address, e-mail address, telephone number, social media account identification, company information including financial and billing information when purchasing Vindow Products and Services, survey responses, message board posts, chat messages, contest entries and promotional enquiries. Vindow may collect this Visitor information through a form on our website, queries submitted to our chat agent, an interaction with our sales or customer support team, when registering for an event, or a through a response to one of our surveys or marketing messages, and/or emails. Vindow uses this information to provide You with additional details about Vindow’s services, conduct research, generate business intelligence, provide whitepapers, or to contact You after Your visit.

Vindow also collects personal data from various third party sources, such as public databases, joint marketing partners, and social media platforms. If a Visitor elects to connect their social media account to their account for Vindow’s websites, certain personally identifiable data from the social media account will be shared with Vindow, which may include personally identifiable data that is part of the Visitor’s profile or their friends’ profiles. This may include but shall not be limited to: (i) name; (iI) personal or work email; (iv) Company or other organization; (v) telephone and/or fax number; (vi) city of residence; and postal zip code.

If You believe that someone else has provided us with Your personally identifiable information and You would like to request Vindow to remove it from our database, please submit a request as stated herein. Additionally, Vindow and our analytics service providers collect personal data from cookies and similar technologies to collect information about the pages Visitors view, links Visitors click on, Visitors’ web browser information, Visitors’ IP address and other actions Visitors may take when accessing Vindow’s websites.

Vindow’s use of Visitor’s personal information

Vindow processes Visitor personal data to: (i) determine how our websites are accessed; (ii) personalize Your browsing experience and present products, features, and functionality that may be more relevant and applicable to You; (iii) investigate and identify website technical problems; (iv) discover, investigate and remediate fraudulent or illegal activity; (v) communicate notices related to product, service, or policy changes; (vi) respond to product and service inquiries; (vii) send information regarding product announcements, newsletters, whitepapers, other relevant offers, and upcoming promotions or events; (viii) plan and host corporate events, host online forums and social networks in which Visitors may participate; (ix) analyze and/or identify new prospective users; (x) create tailored advertising, sales and promotional programs; and (xi) invoice customers for Vindow’s Services and assess the financial capability of prospective customers to afford Vindow’s Products and Services. solutions.

Where Vindow processes Visitor personally identifiable data for marketing purposes or with Visitor consent, we process the data until the Visitor asks us to refrain from doing so. In general it takes Vindow up to thirty 30 days to implement such a request, but in no event longer than required by applicable law. Vindow will not retain Visitor personal data longer than the statutory retention period permitted in the local jurisdictions where Vindow Services are marketed and provided. Vindow also retains a record of when Visitors have asked Vindow not to send direct marketing or to process Visitor data indefinitely so that we can respect the Visitor’s request in the future.

Vindow may also engage with business partners to jointly offer Products, Services or other programs and we may share personal data if You purchase or show interest in any jointly-offered products or services.

Does Vindow process information of children under the age of 16?

None of Vindow’s Products and Services are directed to children under 16 years of age. Vindow does not directly solicit or knowingly collect personally identifiable data from children under 16. If Vindow discovers that Vindow have unintentionally collected personally identifiable information from children under the age of 16, Vindow will delete as soon as practicable.

Where does Vindow transfer the data it processes?

EU-U.S. and Swiss-U.S. Privacy Shield

Vindow Inc., have certified that they adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Principles. Vindow is committed to subjecting all personal data received from European Union (EU) member countries, the United Kingdom (UK), and Switzerland, in reliance on the Privacy Shield Frameworks to the Framework’s applicable Principles.

Vindow is responsible for the processing of personally identifiable data Vindow receives, under the Privacy Shield Framework, and subsequently transfers to a third party acting as an agent on its behalf. Vindow complies with the Privacy Shield Principles for all onward transfers of personally identifiable data from the EU, UK, and Switzerland, including the onward transfer liability provisions.

With respect to personally identifiable data received or transferred pursuant to the Privacy Shield Framework, Vindow is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. In certain circumstances, Vindow may be required to disclose personally identifiable data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact us as stated herein.

Personally identifiable data may be accessed by Vindow personnel providing services in any country where Vindow may have facilities or in which we engage IT service providers. This means that Vindow will transfer personal data outside the European Economic Area or US. In these circumstances, Vindow uses standard contract clauses approved by the European Commission to protect personally identifiable information data.

How does Vindow secure the data it processes?

Vindow uses a variety of organizational, technical, and administrative measures and controls to protect data within Vindow’s organization. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If You have reason to believe that Your interaction with Vindow is no longer secure, please contact Vindow immediately.

For details about any privacy questions related to Vindow’s Privacy Policy, please contact the Chief Technology Officer at corporate@vindow.com.

2222 Ponce de Leon
Office 7-106
Miami, FL 33134 Miami

Vindow shall update this Privacy Policy to reflect changes to Vindow’s information practices. If Vindow makes any material changes Vindow will notify You by means of a notice on this website thirty (30) days prior to the changes becoming effective, or by email which will be sent to the e-mail address specified in your account seven (7) days prior to the changes becoming effective. Any changes to the Privacy Policy are effective immediately upon publication for new Visitors, Customers and Customer Business Contacts. Vindow encourages You to periodically review this page for the latest information regarding Vindow’s privacy practices.

Last updated: October 20, 2023

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY.
BY ACCEPTING THIS USER AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING A SERVICE ORDER, STATEMENT OF WORK, OR OTHER DOCUMENT THAT REFERENCES THESE TERMS (COLLECTIVELY, “ORDER”), OR BY ACCESSING, USING (OR MAKING ANY PAYMENT FOR) THE SERVICES, YOU AGREE TO THE FOLLOWING TERMS OF SERVICE (“TERMS”), WHICH CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT GOVERNING YOUR USE OF THE SERVICES (AS DEFINED BELOW) BETWEEN YOU AND VINDOW, INC. (“VINDOW”).

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE OVER THE AGE OF 18, HAVE REACHED THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, YOU HAVE THE COMPLETE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE ORGANIZATION, AND YOU ARE NOT A DIRECT COMPETITOR OF VINDOW (OR OTHERWISE REPRESENT, DIRECTLY OR INDIRECTLY, THE INTERESTS OF A DIRECT COMPETITOR). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF, YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18 AND HAVE REACHED THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE.

THESE TERMS CAN BE CHANGED, MODIFIED, SUPPLEMENTED, AND/OR UPDATED BY VINDOW AT ANY TIME; PROVIDED THAT IN CERTAIN INSTANCES WE WILL ENDEAVOR TO PROVIDE YOU WITH NOTICE OF MATERIAL CHANGES. YOUR CONTINUED USE OF THE SERVICES AFTER THE MODIFICATION OF THESE TERMS MEANS THAT YOU ACCEPT ALL SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CONSULT THESE TERMS EACH TIME YOU ACCESS THE SERVICES IN ORDER TO VIEW ANY CHANGES TO THESE TERMS.

AS USED IN THIS AGREEMENT, THE TERM “YOU” OR “USER” REFERS TO BOTH THE ORGANIZATION RESPONSIBLE FOR THE ACCOUNT ESTABLISHED PURSUANT TO THESE TERMS OR AN ORDER, AND EACH PERSON ACCESSING THE SERVICES BY MEANS OF A VALID ACCOUNT ESTABLISHED BY YOU, THE ORGANIZATION (“SUPPLIER”, “PURCHASER”, AS APPLICABLE, OR, COLLECTIVELY, “COMPANY”), OR VINDOW RESPECTIVELY. IF YOU ARE ACCESSING THE SERVICES OR SITES ON BEHALF OF A COMPANY, THE TERM “YOU” REFERS TO BOTH THE INDIVIDUAL WHO IS GIVEN ACCESS TO THE SERVICE AND THE COMPANY. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY, OR IF YOU DO NOT AGREE WITH THE TERMS CONTAINED HEREIN, OR IF YOU ARE A DIRECT COMPETITOR OF OURS (OR REPRESENT THE INTERESTS, DIRECTLY OR INDIRECTLY, OF A DIRECT COMPETITOR) YOU MAY NOT USE THIS SERVICE, EXCEPT WITH VINDOW’S PRIOR WRITTEN CONSENT.

AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. IF YOU ARE AN INDIVIDUAL ACCESSING THE SERVICE ON YOUR OWN BEHALF, YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING SUPPORT EMAIL WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.

These Terms govern all VINDOW Services

Vindow is a cloud-based travel platform for any group or contracted hotel needs that combines RFP sourcing, contracting, and data intelligence into one user-friendly solution (“Services”). The Services include (1) Vindow’s website at www.vindow.com (“Site”); (2) Vindow’s proprietary web-based RFP platform, currently accessible via www.travel.vindow.com (the “Platform”); (3) all content on the Site and Platform and all intellectual property rights arising out of or related to the foregoing. These Terms govern any and all Services provided by Vindow, whether specified herein or in an Order, including access to, that may or may not be provided via the Sites (the “Platform”), as may be updated by Vindow from time to time in its sole discretion pursuant to the provisions of these Terms.
Vindow or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services (including without limitation to any software and modifications thereto) and to any related documentation and marketing materials, regardless of whether such intellectual property notices (i) appear in the Services or in related documentation or materials, or (ii) have been filed with applicable governmental agencies. The Services and all equipment, infrastructure, websites and other materials provided by Vindow in the performance of Services will at all times remain the exclusive, sole and absolute property of Vindow or its licensors.

Vindow’s Users

Vindow Users include: (i) suppliers of hotel accommodations such as hotels, management or franchise companies acting on behalf of hotels and venues, and other companies that provide travel related services to third parties (collectively referred to hereafter as “Suppliers”), and (b) individual or organizational purchasers, business travel managers, meeting and event planners, and third party sourcing agents (collectively referred to hereafter as “Purchasers”). For the avoidance of doubt, a
Although Vindow may offer booking services to businesses limited to their business purposes (e.g. personnel related bookings), Vindow does not offer services directly to consumers for their personal use. Vindow is not an online travel agency (OTA).

Features of the Platform

The “Features” of the Platform allows for the transmission of responses to travel accommodation and other ancillary travel related requests for proposal (“RFPs”) and other related communications among Purchasers and Suppliers, and includes RFP Management, Business Intelligence, and Contract Management modules, as determined in an Order. Any additional services, such as ad placement services, and other offerings, will be separately determined in the applicable Order.

Limited License

Subject to your compliance with these terms and conditions, and any additional terms contained in an Statement of Work, if any, Vindow hereby grants You with a worldwide, non-exclusive, non-transferable and revocable license, without the right to grant sublicenses, to access and use the Services, as upgraded from time-to-time. You may use the Services only for purposes of performing your internal business operations. You may not use the Services as part of a commercial time-sharing or service-bureau operation or in any other resale capacity whatsoever. Except for the foregoing license, no other rights in the Services are granted to You hereunder, and the Services are and will remain the sole and exclusive property of Vindow and its licensors, if any, whether the Services are separate or integrated with any other products, services or otherwise. You are solely responsible for obtaining and maintaining at your own expense, all equipment needed to access the Services, including but not limited to internet access and adequate bandwidth.

Production Environment

Your access is limited to the version of the Services in Vindow’s production environment. You agree that any purchases under these Terms are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by Vindow regarding future features or functionality.

Vindow may from time to time at its sole discretion update the Services, including but not limited to the display, and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements without liability except regarding intellectual property rights of You. Some features and functionality may be available only with certain versions of the Services.

Vindow reserves the exclusive right, at its sole discretion, to determine all matters concerning the Services and may change the format and page placement of all data at any time without prior notice. You may be invited to participate in review and testing of pre-release versions of new and beneficial tools and Service enhancements which may be identified as “alpha,” “beta,” “preview,” “pre-release,” “early access,” or “evaluation” product or services (collectively, the “Beta Tests” and such pre-release functionality, the “Beta Product”). You acknowledge and understand that Your participation in Beta Tests is not required and is at Your own risk, and that Beta Products are made available on an “as is” basis without warranties (express or implied) of any kind, and may be discontinued or modified at any time. Beta Products are for evaluation and testing purposes, not for production use, not supported, not subject to availability or security obligations, and may be subject to additional terms. Vindow shall have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products are Confidential Information of Vindow.

Account Access

Vindow will assign You one or more login IDs and passwords that will enable You to access the Platform. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and You are solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without Your knowledge. Provided Your account is in good standing, Vindow may provide one or more login IDs and passwords to other employees of You or Your parent or affiliated company. Such additional logins IDs and passwords may be subject to an additional charge and in the sole and absolute discretion of Vindow.

Account Liability

You are solely responsible for the actions of its employees and agents that use the Services on Your behalf, including without limitation to submit, accept, or reject RFPs and for related communications with other Users of the Services. You assume all risk in dealing with other users of the Services and shall be responsible for all communication with each other and if applicable, separately executing contracts with any other party. Any dispute regarding any product or service, or failure to provide agreed products and services must be resolved directly between You and such third party(ies). Vindow is not responsible for any breach by either party of the terms of any transaction or associated transaction-related activities. If you have a dispute with one or more Users, You release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from all claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of or in any way connected with such disputes. You expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Your Responsibilities

You may use the Services solely for lawful purposes, and you may not (and you may not allow or assist any third party to):

  1. use, copy, modify, create derivative works, install, transfer, or distribute the Services, except as specifically described in these Terms and any usage limitations communicated to you;
  2. rent, lease, or otherwise permit third parties to use the Services, or reformat, mirror, or frame any portion of the Services;
  3. circumvent or disable any security features of the Services, or probe, scan, or test the vulnerability of the Platform;
  4. gain unauthorized access to the Services, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
  5. use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services;
  6. use the Services to transmit (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, hateful, libelous, defamatory, obscene or otherwise objectionable, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
  7. restrict, discourage, or inhibit any other User from using the Services;
  8. disclose personal information about a third party or another User on the Service or obtained from the Service without the consent of such third party or User, or solicit, harvest, or collect information about other COMPANY Users without their consent;
  9. violate any applicable international, federal, state, provincial, or local laws or regulations;
  10. use the Service in violation of Vindow’s or any third party’s intellectual property or other rights; or
  11. express or imply that any statements you make are endorsed by Vindow, without our prior written consent in each instance.

If Vindow reasonably believes You are engaged in any of these activities, Vindow may take any legal action and implement any technical remedies to prevent the violation of these restrictions and to enforce these Terms. Vindow may also take any self-help remedies necessary to prevent such conduct, including, but not limited to, deleting information from Your account on behalf of those individuals who lodge complaints with Vindow or Vindow’s web-hosting company. You are still responsible for full payment of any fees due and owing pursuant to the Terms, any applicable Order, or any invoice corresponding thereto, even if your access to the Services is suspended or terminated for due to Your breach of this section.

You represent and warrant that, You, Your affiliates, and their employees, agents, representatives, and any entity or persons having effective control over Supplier, is not subject to or resident in any country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section shall be deemed a material breach of this Agreement and Vindow may immediately terminate these Terms, your access to the Services or any applicable Orders.

You further warrant that You will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that You will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Services. You will permit, upon request, Vindow reasonable access to Your books and records and/or to conduct periodic or ad hoc audits, as Vindow deems necessary. Upon request, you agree to provide Vindow with a written certification attesting your compliance with the foregoing anticorruption requirements.

Prohibited Use

No competitors or future competitors are permitted access to the Services. You agree that You will not copy, record, publish, extract, scrape, replicate, reproduce, use or resell for any competing commercial purpose any information and/or content on the Platform or the Site. You agree that You will not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services. All users of Services and visitors to the Vindow websites agree not to use any manual or automated means (of any type) to capture or extract data in bulk from the Services. If You do so, then You agree that Vindow will suffer irreparable injury and You agree to pay all reasonable attorney’s fees and costs incurred in enforcing these provisions. Vindow may, at its sole and absolute discretion, immediately terminate access to the Services should any User’s conduct fail to conform to any of these Terms.

Warranties

You warrant that (a) these Terms are legally binding upon You and enforceable in accordance with its terms; (b) IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COPMANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY TO THESE TERMS, (c) You have obtained all legally required consents and permissions from Your Users for the submission and processing of personal data through the Service; and (d) the transfer and processing of Your User Content under these Terms is lawful.

Term and Termination

These Terms shall become effective on (1) the latest date of a party’s signature on, or such other earlier date expressly specified as the effective date in the initial Order placed under the Agreement; or (2) which you first access or use the Service (in either case, the “Effective Date”) and continue (i) as long as You continue to use the Services, or (ii) for the specific period stated in the applicable Order (the “Term”). If there is a specific Term stated in an Order, the Term will automatically renew for additional terms of one year each, unless (i) otherwise specified in a new Order or (ii) either party notifies the other in writing of its desire to terminate or not-renew the applicable Order(s) at least thirty (30) days before the end of the Term set forth therein. Unless otherwise specified in the Order, Vindow may, in its sole discretion and with no other obligations, terminate these Terms and your User account and/or limit, suspend, or terminate your access to the Services, with or without notice. You may terminate these Terms or an Order based on Vindow’s breach of these Terms by contacting your account manager, as applicable.

Fees & Charges

You agree to pay all fees and other charges in accordance with these Terms and the applicable Order. All fees are due net thirty (30) days from invoice date or as otherwise set forth in the applicable Order or any invoice issued by Vindow. Payment shall be by credit card or check unless otherwise specified the applicable Order or the invoice. Except where prohibited by applicable laws, if You pay any fees due hereunder via credit or debit card, then Vindow reserves the right to charge You a surcharge of three percent (3%) of the total amount due hereunder, and You hereby consent to such charge being made against the credit or debit card provided by You.

If You are a monthly subscriber, the initial fee will be payable the same day as an Order, and, thereafter, Vindow will automatically bill Your credit card, debit card or bank account on the same day each month as the day of the first payment. Before you pay any fees, including before activating or updating any recurring payments, you will have an opportunity to review the fees that you will be charged before you accept them. If you activate or update recurring payments through the Service, you authorize Vindow or its third-party service providers to periodically charge, until cancellation, all accrued non-refundable sums. Unless otherwise stated in the Order or some other document agreed between Vindow and Company, recurring subscriptions automatically renew unless they are cancelled via a method described in the Service at least 24 hours before the end of the current subscription period.

If You are a yearly subscriber, the fees will be billed annually and are non-refundable. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. You are responsible for paying all account user fees ordered for the entire Term, without regard to whether all account users are active on the Vindow platform. You must provide Vindow with a valid credit card, debit card, bank account number or approved purchase order as a condition to signing up for the Service. A Vindow account administrator may add additional account users by executing an additional Orders or using Vindow’s online billing system. Additional account users will be subject to the following: (i) the use Term of additional account users will be contemporaneous with the Term of the Order; and (ii) Users added in the middle of a billing cycle will be charged in full for that billing month and will reset the billing period (annually/monthly) to start at the date of change. A pro-rated credit may be added for the unused days of the previous billing period.

The current Vindow pricing model is based in part on a flat rate, which fee(s) may be changed from time to time at Vindow’s sole discretion. Vindow will charge any software customization fees as mutually agreed upon in writing mutually by You and Vindow pursuant to the applicable Order or SOW. Vindow reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days’ prior notice to You.

If You update Your payment information in your Vindow account, Vindow will charge the latest account provided by You. You represent that You have the legal right to use any payment account or methodology that You use to purchase the Services from Vindow. You agree to update billing and account information within three (3) business days of any change to applicable payment information, as well as to Your legal name, street address, e-mail address, and the names and telephone numbers of an authorized billing contact and authorized account administrator. If the contact information You provide is false or fraudulent, Vindow reserves the right to terminate Your access to the Service, in addition to any other legal remedies. All payments shall be in United States currency and are final. Vindow will not provide full or partial refunds.

In the event of termination of this Agreement, You agree to pay the balance due on Your account (plus any applicable late payment charges). You agree that Vindow may charge such unpaid fees and charges to Your credit card, debit card, or bank account, or otherwise bill/invoice You for such unpaid fees and charges.

You may reasonably and in good faith dispute an invoiced amount, that incorrectly lists Services, fees, metrics, other than those listed on the applicable Order or invoice corresponding thereto, within thirty (30) days after receipt, provided that You will promptly pay the undisputed portion of the invoice and will only withhold payment of the disputed portion until the dispute is resolved. The parties will negotiate in good faith to resolve any payment dispute within ninety (90) days.
If You exceed the contracted level of Services, if any, during the Term set forth in the applicable Order, You will be charged as specified in the Order, or if not specified, using the then-current rates for the overage.
You are responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Vindow’s net income.
If You request Vindow’s personnel to travel in conjunction with the Services, then all travel-related expenses, including but not limited to airfare, local transportation, hotel, and daily per diem for Vindow personnel will be charged separately. Vindow’s charges will be invoiced after they are incurred and shall be payable by You in accordance herewith.

Late Payments

Any unpaid fee is subject to a late fee of 1.5% per month for any unpaid account balance. If Vindow engages an attorney to advise Vindow in connection with any late fee payments or fees hereunder, You will reimburse Vindow promptly upon request for all reasonable attorneys’; and other reasonable expenses incurred by Vindow in collecting any amount due.

User Content

Certain features of the Service may permit Users to upload and publish content to the Service, [including posts for the community, which may include text and images, as well as reviews and ratings (“User Content”). You shall retain ownership of all information and data You provide to Vindow (“User Content”) and unless otherwise stated in these Terms, User Content will only be used by Vindow as reasonably required for providing access to and operating or improving the Services. You shall retain ownership and control over all of Your service marks and trademarks.
By providing Vindow User Content or by posting or publishing it to the Platform, you grant Vindow and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publish, publicly display, and use such User Content in any media now known or hereafter developed, to provide the Service to You and other Users and to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you.
COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO USER CONTENT OR USER -PROVIDED SERVICES AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THAT USER CONTENT OR USER -PROVIDED SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE USER-PROVIDED SERVICES WILL BE UNINTERRUPTED. Some jurisdictions may limit or prohibit warranty disclaimers, and this Section 12.B will apply solely to the extent permitted under applicable law.
Please review our Privacy Policy (located at https://vindow.com/terms/) which explains how we collect, use, and share information about You when You access or use the Service.
You acknowledge and agree that if You send or otherwise provide information (including but not limited to RFP data) to others using the Services, the recipients of such information may copy or redistribute such information, for instance by using standard interfaces to transfer data into external systems, by exporting data electronically into files or reports, by printing or any other means. You are solely responsible for your User Content and the consequences of posting it on the Service. You agree that You are solely responsible for Your actions, its products, its services, and the content of Your transmissions and activity on the Services. You represent and warrant that User Content, is accurate, current, is owned by You or You have the right to grant the license set forth below in these Terms, and that provision and/or use of the User Content hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of User Content have been approved for Vindow’s use. You shall defend, indemnify and hold Vindow harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Vindow or which are agreed by Vindow to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by You. You shall not be entitled to settle or compromise any such claim made against Vindow without Vindow’s prior written consent, such consent not to be unreasonably withheld.
None of the User Content will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Content. Vindow may (but is not obligated to) remove or alter any User Content at any time for any reason. Vindow neither endorses nor is responsible for any User Content. Vindow is not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. The opinions expressed on the Service by Users reflect solely the opinions of the Users and do not reflect the opinions of Vindow. If you believe User Content violates these Terms or any policies we provide, please contact Vindow immediately at corporate@vindow.com so that we can consider its editing or removal. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You hereby waive any legal or equitable right or remedy you may have against Vindow with respect to User Content.
For the avoidance of doubt, You are responsible for obtaining any legally required consents to process personal data, or to process and transfer data in compliance with any other legally permitted conditions for processing personal data.

Messages

he Platform may allow Users to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and Vindow may terminate such privileges of any User at any time and for any reason. If a User sends you an objectionable Message, please contact Vindow immediately at corporate@vindow.com. You are solely responsible for the content of any Message You send. You agree that vindow may monitor Messages for compliance with these Terms, and Messages should not be considered confidential or proprietary.

Usage Data

Notwithstanding anything to the contrary in these Terms or in any Order, You hereby acknowledge and agree that Vindow may use all User Content, including that which is specific to You, for the purpose of creating aggregated and/or anonymized statistics concerning use of the Services (the “Usage Data“). Vindow will be the sole owner of the Usage Data and, notwithstanding anything to the contrary, shall be free to use and disclose the Usage Data for any commercial purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Vindow customers. Usage Data shall not identify You as the source of any specific piece of data.

Return of Your Content

Upon Your written request made within 30 days after the effective date of expiration or termination of these Terms, Vindow will, provided You are not in breach of any of its obligations under the Terms and upon Your payment of the applicable fees, make available to You for download a file of Your account data in its then current format. After such 30-day period, Vindow shall have no obligation to maintain or provide any content and shall thereafter, unless legally prohibited, delete all content maintained in its production systems, provided however, that Vindow may retain archival copies of content on offline backup media for a reasonable period of time as determined by Vindow.

Third-Party Services

Vindow and third parties may make available integrations between the Service and third-party products or services, including plugins and related services for completing booking for Your travelers through the Platform (“Third-Party Services”) that you may elect to use. Any use by you of such Third-Party Services is solely between You and the applicable Third-Party Service provider. Because the Third-Party Services rely on the Third-Party Service provider’s continued operation, Vindow does not warrant or provide support for Third-Party Services. Vindow is not responsible for any violations of applicable law by Third-Party Service providers, or for any liability arising from your use of Third-Party Services. Vindow does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Service features), and if such Third-Party Services or related features are discontinued, You will not be entitled to any refund, credit, or other compensation. Depending on your location, certain Third-Party Services may not be available to you. You acknowledge that if you are to be re-directed or forwarded to such Third-Party Services, you hold us harmless and free of liability for any action that should occur on such websites, which may or may not include damages, losses, or any other claims.

Third-Party Content

You understand that when using the Services, You will be exposed to Third-Party Content, such as hotel or travel inventory, from a variety of third-party sources (“Third-Party Content”) and acknowledge that Third-Party Content may be inaccurate or deficient. You hereby waive any legal or equitable right or remedy you may have against Vindow with respect to any Third-Party Content. Vindow does not monitor the accuracy of Third-Party Content and is not responsible for any mistake, defect, inaccuracy, or other issues related to Third-Party Content. Vindow does not guarantee the continued availability of any Third-Party Content, and if such Third-Party Services or related features are discontinued, You will not be entitled to any refund, credit, or other compensation.

Advertisements

In the event that Vindow hosts, displays, recommends, or links to websites or services in exchange for a fee (“Advertisements”), it shall be known that such websites and services are often not known to Vindow.. We do not own or control such advertisements and assume no responsibility for the content, privacy policies, terms of use, practices, services, experiences, activities, or other acts. Our only affiliation with such advertisements is the payment per display, clicks, or any additional monetary benefit in accordance with its terms and conditions or affiliate terms. Any advertisements used are subject to the Digital Millennium Copyright Act (“DMCA”) policies. There will be no refund or compensation related to a DMCA takedown of said advertisements. Vindow’s relationship with advertisers begins and ends with us providing space for the placement of such advertisements.

For Suppliers

In addition to the above, if you are a Supplier, You must ensure that all content provided by You is true, accurate and complete at all times, including without limitation the description, price, applicable taxes or fees, shipping/delivery information, required legal disclosures and other advertisement, offer or promotional content. You are solely responsible for all determinations, calculations, collections, withholdings, reporting, and remittance of applicable taxes, duties, fees, surcharges and additional charges (“Taxes & Fees”) for sales that result from your use of the Platform. You are solely liable for all liabilities, including without limitation, any penalties or interest, taxing jurisdictions may assess as a result of the under remittance or non-remittance of any Taxes & Fees imposed on your products or services. You agree to indemnify and hold Vindow harmless from and against any claims (including but not limited to claims for property damage, bodily injury or death, and to the extent permitted by law, claims based on our negligence), damages, losses and expenses of any kind (including reasonable legal fees and costs) (collectively, “Claims”) related to Taxes & Fees, including any penalties and interest (“Tax Liabilities”) that may result from your use of Commerce Features. You agree that (a) we have no liability to you or any taxing jurisdiction for any Tax Liabilities; (b) you are solely responsible and liable for payment of Tax Liabilities; and (c) you shall not seek reimbursement from us for Tax Liabilities.

User Affiliates

You acknowledge and agree that if You are affiliated with a hotel representation company, hotel management company, hotel chain or franchise, and/or is a member of a hotel association (each such company, franchise or association referred to hereinafter as a “User Affiliate”), You may have authorized such User Affiliate to take certain actions on Your behalf including without limitation soliciting, receiving and/or responding to RFPs. You and User Affiliate each understand and agree that You are jointly responsible for keeping Vindow informed of the existence and status of the User Affiliate relationship, and any changes thereto, and agree that Vindow may (but is not obligated to) treat a User Affiliate as an authorized User in Your account to solicit, receive and respond to RFPs on behalf of You and to perform other customary functions of User Affiliates unless and until Vindow has received written authorization from You that such User Affiliate is not affiliated with You.
You and User Affiliate each represent and warrant that use of the Services by You, and/or by any User Affiliate on behalf of You, does not and shall not violate the terms and conditions of any agreement between You and the User Affiliate. All aspects of Your relationship with a User Affiliate, including without limitation whether and to what extent a User Affiliate is authorized to use the Services on behalf of You and/or to receive any fees for RFPs awarded to You which originate with User Affiliate, must be managed directly between You and any User Affiliate.
You and any User Affiliate shall each be jointly and severally liable and agree to defend, indemnify and hold Vindow harmless from and against any and all liabilities, damages and costs incurred by Vindow in connection with any dispute between You and any User Affiliate. You and User Affiliate agree that, unless otherwise agreed in writing between Vindow and You, any changes to Your relationship with a User Affiliate shall not alter or reduce Your payment or other obligations hereunder during the remainder of the Term of any Order and such Order shall continue to apply to the same property (and will not be transferred to another property or to User Affiliate) during the remainder of the Term. In the event that that there is a change to the ownership, management or franchise affiliation of Your organization that requires You to rebrand or otherwise alter its property listing on the Services, Vindow will work in good faith with You to make the necessary changes within ten (10) business days after receiving reasonable electronic notice of such required change(s).

Confidential Information

For purposes of these Terms, “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Vindow’s Confidential Information includes non-public information regarding features, functionality, and performance of the Services and Usage Data. The terms and conditions of any Order will be deemed Confidential Information of each party.

Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in these Terms) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement. Recipient is responsible and liable for its employees’ and representatives’ compliance with this section, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under Applicable Law), or any Confidential Information that is required to be disclosed by Applicable Law.

The parties hereby acknowledge and agree that that these confidentiality terms replace and supersede any separate non-disclosure agreement, if any, of other confidentiality provisions to which the parties may have agreed prior or contemporaneous to agreeing to these Terms.

Feedback

To the extent that You give Vindow feedback, comments, or suggestions concerning the Services provided by Vindow (collectively, “Feedback”), You hereby grant Vindow a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid license to use and exploit the Feedback without payment, attribution, or restriction. The portions of Feedback that are about the Platform and do not identify You will not be considered as Your Confidential Information.

Disclaimer of Warranty

ALL SERVICES ARE PROVIDED “AS IS” AND ‘AS AVAILABLE’ BASIS. VINDOW DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VINDOW DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CONTENT. ACCORDINGLY, VINDOW CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. IN ORDER TO PROTECT USER CONTENT, VINDOW MAY SUSPEND YOUR USE OF THE SERVICES IMMEDIATELY, WITHOUT PRIOR NOTICE, PENDING AN INVESTIGATION, IF ANY BREACH OF SECURITY IS SUSPECTED. YOU ACKNOWLEDGE THAT THE SERVICES AVAILABILITY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, AND ELECTRONIC COMMUNICATIONS. VINDOW IS NOT RESPONSIBLE OR DEEMED TO BE IN DEFAULT FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR UNAVAILABILITY RELATED TO YOUR APPLICATIONS, YOUR CONTENT, USER CONTENT, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR YOUR EQUIPMENT, OR THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICES. YOU ACKNOWLEDGE THAT VINDOW CANNOT AND SHALL NOT COMMIT TO THE VOLUME OR QUALITY OF RFPs THAT ARE SUBMITTED THROUGH THE SITE.

Limitation of Liability

NEITHER VINDOW NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF VINDOW IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
VINDOW’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY YOU TO VINDOW DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VINDOW TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. Some jurisdictions do not allow the exclusion or limitation of damages. This section will apply to You solely to the extent permitted by applicable law.
IF YOU ARE A RESIDENT OF NEW JERSEY, SECTIONS 12.B (DISCLAIMER) AND 14 (LIMITATION OF LIABILITY) ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Indemnification

You shall defend, indemnify and hold harmless the Vindow from and against any and all third-party claims, causes of action, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with (i) Your use of the Service; (ii) User Data provided to Vindow by You; or (iii) the breach or alleged breach by You of any of Your obligations, representations, or warranties under this Agreement; provided in any such case, that Vindow (a) gives written notice of the claim promptly to You (except that Vindow’s failure to promptly notify You will not limit, impair, or otherwise affect Vindow’s rights under this section unless You are prejudiced by that failure and then only to the extent of the prejudice); (b) gives You the control of the defense and settlement of the claim (except You may not settle any claim without Vindow’s prior written consent, unless the settlement includes a full and final release of all claims against Vindow and does not impose any obligations on Vindow); (c) provides to You reasonable assistance (including reasonable access to information in the possession or control of Vindow); and (d) has not compromised or settled such claim.

Special Notice for International Use

Recognizing the global nature of the Internet, You agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which You reside. If You are using the Services from the European Union or other regions with laws governing data collection and use, then You agree to the transfer and processing of your information to and in the United States. By providing your information to us, You consent to any transfer and processing in accordance with our Privacy Policy.

Choice of Law & Arbitration

This Agreement will be governed by the laws of the State of Florida without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. If a dispute arises from or relates to these Terms or the breach thereof, and if the dispute cannot be settled through direct discussions between the parties, each party agrees to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any dispute, controversy, or claim arising out of or relating to these Terms or any applicable Order, or to a breach thereof, including its interpretation, performance, or termination, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Miami-Dade County, Florida. Time is of the essence for any arbitration under this agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrators’; and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The prevailing party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Notwithstanding the foregoing, each party will have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief. For all purposes of this paragraph the sole jurisdiction and venue for actions related to the subject matter hereof will be the courts located in Miami, Florida and both parties consent to the jurisdiction of such courts. BY ENTERING INTO THESE TERMS, VINDOW AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

Digital Millennium Copyright Act

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Vindow infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
  • identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow COMPANY to locate the material on the Service;
  • the name, address, telephone number, and email address (if available) of the complaining party;
  • a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vindow a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to corporate@vindow.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be penalties for false claims under the DMCA.

Force Majeure

Vindow will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, distributed denial of service attacks, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, pandemics, riots, failures or delays in transportation or communications, or any act or failure to act by You, Your employees, agents, or contractors.

Third Party Beneficiaries

Except for indemnification obligations in these Terms, these Terms are not intended to, and do not confer any rights, benefits or remedies upon any person other than the parties.

Notice

Vindow may give general notices related to the Services that are applicable to all Users by email, text, in-app notifications, or by posting them on the Site or through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Other notices must be sent via email, first class, airmail, or overnight courier to the addresses of the parties provided herein or via an Order Form and are deemed given when received.

Assignment

Except for assignment to a party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed.

Publicity

You agree that Vindow may use Your organization’s name and logo to identify You as a customer of Vindow on Vindow’s website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as a part of a general list of Vindow’s customers for use and reference in Vindow’s corporate and marketing literature. Additionally, You agree that Vindow may issue a press release identifying You as a Vindow customer, subject to Your prior approval which will not be unreasonably withheld or delayed.

Entire Agreement

These Terms supersede any prior agreement or understanding between the parties whether oral or written in relation to its subject matter, and may only be modified by a written amendment signed by authorized representatives of each party, except solely in connection with additional purchases under an active Order, which may be transacted via email. Any additional or conflicting terms contained in any third-party purchase order, proposal or other document shall be deemed to be rejected by Vindow without need of further notice of objection, even if such document is acknowledged or accepted by Vindow, and regardless of any statement to the contrary which may be contained therein and shall be of no effect or in any way binding upon Vindow. The provisions of these Terms shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Vindow’s failure to exercise or enforce any right, power or remedy under these Terms shall not operate as a waiver thereof.

Conflicts

In the event of any conflict between a provision contained in these Terms and a provision contained in any Order, the provisions in the applicable Order shall control, provided, however, that the fact that a provision appears in any Order but not these Terms, or in these Terms but not the applicable Order, will not be deemed to be a conflict for purposes of this sentence.