1. Scope. These standard terms and conditions (collectively, the “Agreement”) are entered into by and between you and Get Sojo, Inc., a Delaware corporation (“Sojo”). This Agreement applies to and governs any and all purchases of products or services from the Sojo online platform for the curation and supply of products in connection with your provision of property management services (the “Platform”).

2. Term and Termination. This Agreement will begin on the activation date of the sojo Platform and shall continue for a period of 30 days (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive one (1) month terms (each, a “Renewal Term”) unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Following the Initial Term, you may terminate this Agreement upon thirty (30) days’ prior written notice to sojo. No relationship of exclusivity shall be construed from this Agreement. If you fail to make payments when due under this Agreement, and such non-payment continues for a period of ten (10) days following notice, Sojo may terminate this Agreement immediately and shall have no further obligation to you. Upon termination of this Agreement, any amounts due to Sojo will be immediately due and payable.

3. Invoices and Payments. Any applicable implementation fees shall be charged to you immediately upon the Effective Date. Thereafter the fees will be billed and charged upon each order departure from Sojo’s warehouse by the payment method on file. All fees must be paid by electronic check (ACH), with details provided to Sojo separately post execution of this Agreement and prior to activation. A credit card shall be provided as a backup form of payment. Should your credit card be utilized for payment, an extra 2% fee may be applied to each transaction. You hereby authorize Sojo to automatically process all fees accruing hereunder on a recurring basis, with such authorization to remain in full force and effect until this Agreement has been terminated. You acknowledge and agree that any bank account, credit card and related billing payment information provided hereunder will be used with by Sojo’s payment processors and/or credit agencies solely for the purposes of effecting payment to Sojo and servicing your account. Sojo is not responsible for any additional charges or expenses (e.g., overdraft fees, transaction fees, etc.) resulting from charges billed by Sojo.  In line with established tax principles, sales tax is collected on items that are not purchased for the explicit purpose of resale. It is your responsibility to maintain and furnish to Sojo valid resale certificates, as well as to ensure compliance with all relevant sales tax laws and regulations, including accurate reporting and remitting of any applicable sales tax to the appropriate tax authorities. Sojo will not be held accountable for any sales tax-related matters associated with items that have been purchased for resale purposes. 

4. Price Increases. The parties agree that the prices for purchases may be subject to an annual increase. The Company will provide written notice of any price increase at least 60 days before it takes effect.  

5. Consent to Communications and Services. By registering with Sojo, you understand that Sojo may send you communications or data regarding the services, including but not limited to (i) notices about use of the services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding Sojo’s products and services. Sojo will give you the opportunity to opt-out of receiving electronic mail from Sojo by following the opt-out instructions provided in the applicable message. The service may require you to give Sojo access to or require you to provide login information and password information for accounts or services you may have with third-party providers. When you provide this information to Sojo or give Sojo access to these third-party accounts, you agree that you have read all agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give Sojo such access, login information and passwords.

6. Warranties and Disclaimer. The services that may be provided by Sojo pursuant to the terms of this Agreement shall be performed in a professional and workmanlike manner in accordance with recognized industry standards. IN THE EVENT THAT SERVICES PROVIDED HEREUNDER FAIL TO CONFORM TO THE FOREGOING WARRANTY, SOJO’S SOLE OBLIGATION, AND YOUR SOLE REMEDY, SHALL BE FOR SOJO TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT SUCH NONCONFORMITY.  EXCEPT FOR THE FOREGOING, SOJO MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO ANY DELIVERABLES, MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT OR THE RESULTS THEREOF. SOJO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID DELIVERABLES, MATERIAL AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.

7. Intellectual Property and Data. Sojo and its licensors own all worldwide right, title and interest in and to the Platform and the associated service, including all worldwide intellectual property rights therein as well as software, products, and services contained or made available to you in the course of using the Platform (collectively, the “Sojo Content”). You own all data, information, or material provided or submitted by or on your behalf in the course of using the Platform (“Client Content”). This Agreement does not convey any proprietary interest in or to any Sojo Content or any Client Content or rights of entitlement to the use thereof except as expressly set forth herein. You grant Sojo the right to use your name (and the corresponding trademark or logo) on Sojo’s website and marketing materials to identify you as a customer. If you provide any ideas, suggestions, or recommendations regarding the Platform or the services (“Feedback”), Sojo will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, you grant Sojo a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit in any manner such Feedback. Sojo may de-identify Client Content for use in connection with the calculation, formulation, or provision of KPIs, benchmarking, or other data or formulations provided through or by Sojo in connection with the services hereunder, for the purpose of improving the Platform, and for any other reason not prohibited by this Agreement or applicable law. You agree to timely provide all information required by Sojo to perform the services in accordance with this Agreement. You further agree to maintain a connection to the Platform throughout the Term and ensure that all information transmitted to Sojo will be true and accurate in all respects.

8. Indemnity.You agree to defend, indemnify, and save and hold Sojo and its Indemnified Representatives harmless from and against all Claims and Proceedings directly or indirectly arising from, connected with or relating to: (a) any act or omission by you in connection with the breach of this Agreement or use of the Platform; or (b) any proven allegation against you of any contravention of any applicable laws. In this Agreement “Claims” means third party claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, legal fees, costs, expenses, and disbursements, including without limitation reasonable legal fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; “Indemnified Representatives” means past, present and future directors, officers, employees, agents, subcontractors, representatives, successors, permitted assigns, related persons and each of them; and “Proceedings” means third party actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal.

9. Limitation of Liability. IN NO EVENT WILL SOJO BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PLATFORM OR ASSOCIATED SERVICES, INCLUDING THE USE OR INABILITY TO USE THE PLATFORM, OR FOR ANY INFORMATION OR DATA TRANSMITTED OR OBTAINED FROM OR THROUGH THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT WILL THE TOTAL LIABILITY OF SOJO EXCEED THE SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 10 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN YOU AND SOJO. SOJO’S PRICING REFLECTS THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITIES.

10. Governing Law and Venue. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to their conflicts of laws principles. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. You hereby consent to the exclusive jurisdiction of the state and federal courts of Delaware and you further waive any right to remove, transfer or change the venue of any action brought in accordance with this Section.

11. Confidentiality. Each party may be exposed to confidential or proprietary information of the other party or its affiliates. “Confidential Information” means any data or information that is proprietary to a party or its affiliates (each, a “Disclosing Party”) and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed. A party receiving Confidential Information (a “Receiving Party”) shall give the Disclosing Party notice immediately upon learning of any unauthorized use or disclosure of Confidential Information of the Disclosing Party. In the event a Receiving Party is served with any subpoena or other legal process requiring or purporting to require the disclosure of any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing and shall cooperate fully with the Disclosing Party and its legal counsel in challenging, opposing, seeking to limit or appealing any such legal process to the extent deemed appropriate by the Disclosing Party. Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which the Receiving Party can demonstrate: (a) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Section; (d) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Section or reference or access to any Confidential Information of the Disclosing Party. The Receiving Party agrees to use the Confidential Information solely in connection with the performance of its obligations and not for any purpose without the prior written consent of an authorized representative of the Disclosing Party. No right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party.

12. Key Data Partnership. Through a partnership between Sojo and Key Data Dashboard, Inc. (“Key Data”), Key Data provides Sojo with data to help Sojo forecast the number of future guests and thereby assist Sojo with the efficient delivery of amenities to customers. If you are an existing Key Data client, you agree to allow Key Data to automate data flows from your property management system and consent to Key Data providing Sojo forecast data to further enhance the Platform.  If you are not a Key Data Dashboard customer, you agree to activate Key Data as a vendor in your property management software.

13. Text Notification Opt-In.  By agreeing to these terms and conditions, you hereby consent to receiving text notifications from Sojo regarding updates, promotions, and relevant information pertaining to the products or services offered by Sojo. You understand that standard messaging rates may apply, and you can opt-out of receiving these messages at any time by following the instructions provided in the messages or by contacting Sojo.

14. Relationship of Parties.  None of the provisions of this Agreement is intended to create, nor shall be deemed or construed to create, any relationship between you and Sojo other than that of independent parties contracting with each other for the purpose of effecting the provisions of this Agreement.

15. Assignment. You may not assign this Agreement, in whole or in part, without Sojo’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void.

16. Entire Agreement. This Agreement and any mutually agreed order form constitute the sole and entire agreement between you and Sojo regarding the Platform and associated services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the same.

17. Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be so held to the minimum extent required by law and all other provisions shall remain valid and enforceable.