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ODIA Terms and Conditions

Version 1.0, Updated January 1, 2025

ODIA Solutions Inc. ("ODIA") designs, develops, and markets cloud-based and downloadable software solutions, providing innovative technology to travel and hospitality industry professionals. ODIA’s proprietary software solution, “ODIA,” and its future developments (collectively, the "Software Services" or "Solution") are governed by the following terms and conditions.

This Agreement establishes the relationship between the Customer and ODIA concerning the use and licensing of ODIA Software and related Software Services. Each signed Order Form (as defined below) is subject to these terms and conditions.

ODIA and the Customer are collectively referred to as the Parties.

1. Definitions and Rules of Interpretation

1.1. Key Terms

  • Account: An account created by the Customer to access the ODIA Software.
  • Additional Services: Professional services such as training, implementation assistance, data analysis, and support as detailed in an Order Form.
  • Affiliate: Any entity that controls, is controlled by, or is under common control with a Party.
  • Agreement: This Master Software as a Service Agreement and any signed Order Forms.
  • Confidential Information: Proprietary information shared between the Parties that is not publicly known or otherwise excluded from confidentiality obligations.
  • ODIA Software: The licensed software products ordered by the Customer, including updates and upgrades.
  • Customer: The entity purchasing ODIA Software as specified in an Order Form.
  • Customer Data: Data provided by the Customer for use within the ODIA Software, including derived data.
  • Data Protection Laws: Applicable laws governing data privacy and security.
  • Documentation: User manuals and guides provided by ODIA.
  • Fees: Charges payable by the Customer as detailed in an Order Form.
  • Intellectual Property Rights: Rights including copyrights, patents, trademarks, and trade secrets.
  • Order Form: A written or digital document detailing the subscription and services purchased.
  • Term: The duration of the Agreement, including any renewal periods.
  • Users: Individuals authorized by the Customer to access the ODIA Software.

2. Subscription and Account

2.1. Access to the Software: ODIA grants the Customer access to the ODIA Software for the Term, as specified in the Order Form.

2.2. Account Setup: The Customer is responsible for providing accurate account information and maintaining the security of account credentials. Any unauthorized use must be reported to ODIA immediately.

3. Customer Use of the ODIA Software

3.1. License: ODIA grants a non-exclusive, non-transferable license to use the Software during the Term for internal business operations.

3.2. Restrictions: The Customer shall not:

  • Copy, modify, or create derivative works of the Software.
  • Reverse-engineer or decompile the Software.
  • Use the Software for illegal purposes.

3.3. Compliance: The Customer must ensure its use complies with all applicable laws and agrees to safeguard ODIA’s rights in case of a breach.

4. Additional Services and Initial Trial

4.1. Purchases: Additional Services may be purchased through separate Order Forms.

4.2. Delivery: Additional Services will be delivered with reasonable skill and care.

4.3. Travel Costs: Any on-site delivery requires pre-approved travel expenses, covered by the Customer.

4.4. Support: ODIA provides technical support as specified in the Order Form.

5. Proprietary Rights

5.1. Ownership: ODIA retains ownership of the Software and its Intellectual Property Rights.

5.2. Customer Data: The Customer owns its data but grants ODIA limited rights to process and anonymize data for service improvements.

6. Confidentiality

6.1. Obligations: Both Parties must protect Confidential Information and only use it for purposes outlined in the Agreement.

6.2. Exceptions: Confidential Information does not include publicly known information or information disclosed with prior approval.

6.3. Post-Termination: Confidential Information must be returned or destroyed upon termination.

7. Personal Data and Customer Data

7.1. Compliance: ODIA complies with applicable Data Protection Laws.

7.2. Customer Responsibility: The Customer is responsible for ensuring compliance with privacy laws related to its use of the Software.

8. Data Security

8.1. Standards: ODIA implements reasonable security standards to protect Customer Data.

8.2. Confidentiality: Customer Data access is restricted to authorized personnel.

9. Warranties

9.1. Mutual Representations: Each Party represents that it has the authority to enter into this Agreement.

9.2. ODIA Warranties: The Software will not infringe third-party Intellectual Property Rights and will be delivered professionally.

9.3. Disclaimer: ODIA provides the Software "as is" and disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose.

10. Indemnification

10.1. Customer Responsibility: The Customer shall indemnify ODIA against claims arising from its use of the Software.

11. Limitation of Liability

11.1. Liability Cap: ODIA’s liability is limited to the Fees paid by the Customer in the 12 months preceding the claim.

11.2. Exclusions: Neither Party is liable for indirect, incidental, or consequential damages.

11.3. Exceptions: Liability is not limited for fraud, gross negligence, or statutory obligations.

12. Charges and Payment

12.1. Payment Terms: Fees must be paid within the terms specified in the Order Form.

12.2. Late Payments: Late payments may incur interest or result in suspended access.

12.3. Revisions: Fees may be adjusted annually as detailed in the Order Form.

13. Term and Termination

13.1. Duration: The Agreement continues for the Initial Term and renews automatically unless terminated with 90 days' notice.

13.2. Termination for Breach: Either Party may terminate the Agreement for a material breach not remedied within 30 days.

13.3. Post-Termination: All licenses terminate, and the Customer must cease use of the Software.

14. General Provisions

14.1. Force Majeure: Neither Party is liable for delays caused by events beyond reasonable control.

14.2. Assignment: Neither Party may assign the Agreement without consent, except to Affiliates or successors.

14.3. Governing Law: The Agreement is governed by Delaware law, with disputes resolved in New York courts.

14.4. Entire Agreement: This Agreement constitutes the entire understanding between the Parties.