Please note that we have updated our Standard Terms and Conditions which will be effective starting May 25, 2018. They are found below. If you would like to review our old Terms and Conditions, effective before May 25, 2018, click here.
STANDARD TERMS AND CONDITIONS
THIS IS A LEGAL AGREEMENT BETWEEN TRACTION GUEST INC. (“TRACTION GUEST”) AND YOU. THIS AGREEMENT GOVERNS YOUR USE OF
THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS (THE “TERMS”), YOU ARE NOT AUTHORIZED TO USE THE
SERVICES. YOUR USE OF THE SERVICES SHALL CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS. THE PERSON
AGREEING TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE / SHE IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF
OF THE PARTY, ENTITY, OR ORGANIZATION USING THE SERVICES
Traction Guest has developed a software application that improves and enhances businesses’ visitor check-in experience, and
In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Traction Guest and You agree as follows:
Definitions. Unless the context requires otherwise, capitalized terms in this Agreement shall have the
“Affiliate” means, with respect to a party, any person, partnership, joint venture, corporation,
or other entity, that directly or indirectly controls, is controlled by, or is under common control with
“Aggregate Information” means information about Your activities on or in connection with the Services
that typically cannot be used to identify, locate, or contact You including information regarding the
frequency of use of the Services, components of the Services most frequently accessed, and browser types
used by You.
“Agreement” means the entire agreement between Traction Guest and You for the provision of the
“Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any
governmental or regulatory authority applicable to the Services and Your use thereof, including without
limitation all privacy laws, including all applicable legislation regulating use and misuse of electronic
messages and marketing e-mails, laws for the protection of Personal Information, and Regulation (EU)
2016/679 of the European Parliament and of the Council on the protection of natural persons with regard
to the processing of personal data and on the free movement of such data (“General Data Protection Regulation”),
to the extent applicable;
“Services Fees” means the aggregate of all fees payable by You to Traction Guest for the use of
the Services in accordance with this Agreement, plus all duties, levies, and taxes in association with
“Intellectual Property” means all systems, applications, software code (in any form, including
source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs,
concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or
not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos,
slogans, methods, techniques, models, procedures, and processes.
“Intellectual Property Rights” means all copyrights, moral rights, rights associated with works
of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property
rights (whether registered or not), and other proprietary rights, in Intellectual Property.
“Personal Data” means any information relating to an identified or identifiable natural person
(“data subject”). An identifiable natural person is one who can be identified, directly or indirectly,
in particular by reference to an identifier such as a name, an identification number, location data,
an online identifier or to one or more factors specific to the physical, physiological, genetic, mental,
economic, cultural or social identity of that natural person.
“Personal Information” means any information about an identified or identifiable individual, including,
without limitation, data or information entered into the Services by You or by Your customers or clients,
that has not been made publicly available and includes Personal Data and Sensitive Data.
“Processing” means any operation or set of operations which is performed on Personal Information
or on sets of Personal Information, whether or not by automated means, such as collection, recording,
organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure
by transmission, dissemination or otherwise making available, alignment or combination, restriction,
erasure or destruction.
“Sensitive Data” means (a) social security number, passport number, driver’s license number, or
similar identifier (or any portion thereof), (b) credit or debit card number (other than the truncated
(last four digits) of a credit or debit card), (c) employment, financial, genetic, biometric or health
information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information
about sexual life or sexual orientation; (e) account passwords; (f) date of birth; (g) criminal history;
(h) mother’s maiden name; and (i) any other information that falls within the definition of “special
categories of data” under the General Data Protection Regulation or any other applicable law relating
to privacy and data protection.
“Security Incident” means accidental or unlawful destruction, loss, alteration, unauthorized disclosure
of, or access to, Personal Information.
“Services” means: i) Traction Guest’s software application currently described as “Traction Guest”,
including any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements,
data, features, related website, related technologies, and contents, as it may be added or removed by
Traction Guest from time to time and including all written information, documentation, and materials
provided to You in respect of same; and ii) any software, materials or content made available in connection
with the Services.
“You” or “Your” means the party entering into this Agreement with Traction Guest and includes
the person, entity, or organization having control of the use of the Services and any successor of same.
The person agreeing to this Agreement represents and warrants that he / she is authorized to enter into
this Agreement on behalf of the party, entity, or organization using the Services. “You” or “Your” also
means, in the case of a person, entity, or organization registering for a free trial, that person, entity,
Use and License. You shall use the Services only in and for Your own internal purposes and business operations.
You may only use the Services during the term of this Agreement. You may not use the Services as a service for
any third party. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell,
lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted
except as expressly provided by this Agreement. You shall not modify, copy, create derivative works from, reverse
engineer, decompile or disassemble the Services. Nothing in this Agreement will entitle You to access or use
the source code of the Services. You shall not download or use the Services if Your download, installation or
use of the Services is prohibited under Applicable Law.
Your Responsibilities. You are responsible for all of Your use of the Services. You shall:
take commercially reasonable actions to prevent unauthorized access to, or use of, the Services, and notify Traction Guest
promptly of any such unauthorized access or use; You acknowledge and agree that Traction Guest is not
be liable for any loss or damage arising from unauthorized access to, or use of, the Services from Your
comply with all Applicable Law;
ensure that You have the necessary consents required for Processing Personal Information.
not use the Services to engage in any deceptive, misleading, illegal or unethical marketing activities or activities that
otherwise may be detrimental to Traction Guest;
not collect, use, or disclose any Personal Information in connection with the Services, unless you have obtained all necessary
consents under all Applicable Law to do so;
not attempt to gain unauthorized access to the Services;
not upload to, or store within, the Services (and Personal Information shall not contain) any infringing, obscene, threatening,
defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that
is harmful to children or violates third party privacy rights;
not use the Services to store or transmit any viruses, Trojan horses, worms, time bombs, cancel bots, or
other computer programming routines or code that may damage or detrimentally interfere with the Services
or any data or Personal Information maintained on or in connect with the Services; and
not send or (cause to send) Sensitive Data through the mail or text message relay functionalities available
through the Services, and will be liable for any Security Incident in connection with the sending of
Sensitive Data through such functionalities by You;
be responsible for (1) all hardware devices needed to access or use the Services, such as display devices, iPads, and the
like; and (2) internet access to such devices.
Support. Traction Guest will provide reasonable telephone, web-based, and / or e-mail technical
support to You during normal business hours (Pacific Standard Time) on such terms and conditions as Traction
Guest reasonably determines. Traction Guest will make reasonable efforts to respond to Your support queries
within one business day of Traction Guest’s receipt of a support query. In the event You request services
that extend beyond support for the use of the Services in its current form, including, without limitation,
changes to the design, use, or functionality of the Services or upgrades, improvements, modifications,
features, changes, customizations, increased functionality, or additions to the Services (collectively,
Extended Support “), Traction Guest shall have the option, but not the obligation, to provide
Extended Support and in such a case, the parties will enter into an Extended Support agreement on terms
and conditions reasonably satisfactory to the parties. Such Extended Support agreement will include terms
and conditions customary for Extended Support, including fees or method of calculating fees, specifications
of Extended Support, exclusions (if any), and method and manner of providing Extended Support.
In the event that any request, correspondence, enquiry or complaint from Your customer, regulatory or third party is made
directly to Traction Guest in connection with Traction Guest’s processing of Personal Information, Traction
Guest shall promptly inform You, providing details of the same, to the extent legally permitted. Unless
legally obligated to do so, Traction Guest shall not respond to any such request, inquiry or complaint
without Your prior consent except to confirm that the request relates to You to which You hereby agree.
“Confidential Information” means any information that is of a confidential nature that is disclosed
by one party to this Agreement (the “Disclosing Party“) to the other party to this Agreement (the
“Receiving Party “), including, but not limited to the Disclosing Party’s business information,
customer information, trade secrets (including all Intellectual Property contained within the Services),
and Personal Information. Confidential Information does not include any information that is disclosed
by one party to another party if that information:
(1) is at the time of disclosure in the possession of the Receiving Party or any of its Affiliates and
was obtained without an obligation of confidence;
(2) is independently developed by the Receiving Party or any of its Affiliates without any use of or
reference to the Disclosing Party’s Confidential Information;
(3) is or becomes publicly available without breach of any obligation of confidence;
(4) is acquired by the Receiving Party from a third party who provided the information without breaking
any express or implied obligations or duties to the Disclosing Party; or
(5) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior
The Receiving Party will take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information.
The Receiving Party will not make any unauthorized use of the Confidential Information or disclose, in
whole or in part, any part of the Confidential Information to any individual or entity, except as otherwise
permitted hereunder or to those of the Receiving Party’s employees or consultants who require access
for the proper operation of the Services and only on the condition that such employees or consultants
agree to comply with the use and nondisclosure restrictions applicable to the Confidential Information
under this Agreement. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential
Information may cause irreparable damage to the Disclosing Party. In all cases, the Receiving Party shall
use the same degree of care to protect the Confidential Information as it uses to protect its own information
of a confidential and proprietary nature, but in no event shall the Receiving Party use less than a reasonable
degree of care.
Notwithstanding the foregoing, You acknowledge and agree as follows:
(1) You grant to Traction Guest a non-exclusive, royalty free right during Your use of the Services to process Your Personal
Information and Aggregate Information to the extent required to provide the Services to You, to improve
the features and functionality of the Services, and to communicate with You in the event You submit
any questions or requests to Traction Guest;
(2) that Traction Guest may access or disclose your Confidential Information if: (i) Traction Guest in good faith believes
that disclosure is necessary to comply with any Applicable Law, legal process or government request,
(ii) to enforce the Agreement; (iii) to protect the security or integrity of the Services, or (v)
to respond to an emergency which Traction Guest believes requires Traction Guest to disclose data
to assist in preventing a death or serious bodily injury. In each of the foregoing cases, Traction
Guest will disclose only such Confidential Information as Traction Guest believes, in good faith,
is necessary; and
(3) if, but only to the extent that You authorize the use of the Services in connection with Third Party Applications, You
consent to Traction Guest releasing to Third Party Developers any Confidential Information entered
into the Services reasonably required by such Third Party Developers for the proper use of such Third
Party Applications, and such Third Party Developer’s use of such Confidential Information shall be
governed by Your agreement with such Third Party Developers.
Privacy. Traction Guest is committed to protecting the privacy of Your information. Traction Guest’s Privacy
Policy is incorporated into and forms part of these Terms. Further information about Traction Guest’s Privacy
Policy can be found at: https://tractionguest.com/privacy/
Indemnification by You. You shall defend, indemnify, and hold Traction Guest and its directors,
officers, employees, and Affiliates harmless against any loss, damage, or cost (including reasonable
attorneys’ fees) incurred in connection with a claim, demand, suit, or proceeding alleging that Your
use of the Services has harmed a third party or infringes upon the privacy rights of a third party or
is in violation or alleged violation of any Anti-Spam Legislation or does not comply with applicable
local, state, provincial, federal and foreign laws, including without limitation all Applicable Laws
in marketing activities, provided You are notified in writing by Traction Guest as soon as reasonably
practicable as to any such claim. Traction Guest shall provide reasonable information, cooperation and
assistance in defending any such claim.
Indemnification by Traction Guest. Traction Guest shall defend, indemnify, and hold You, your
directors, officers, employees, and Affiliates harmless against any loss, damage, or cost, and any lawsuit
to the extent based thereon, that is brought by a third party against You alleging that the Services
infringe any patent, trade secret, copyright or other Intellectual Property Rights (“Infringement Claim”),
so long as Traction Guest is notified in writing by You as soon as reasonably practicable as to any such
Infringement Claim. You shall provide reasonable information, cooperation and assistance in defending
the Infringement Claim. Traction Guest has no obligation with respect to any actual or claimed infringement
if the Infringement Claim is solely caused by Your data, use of the Services other than as specified
in any documentation provided by Traction Guest, or Your combination of the Services with any products,
software, services, data or other materials not provided by, required by, or approved by Traction Guest,
unless such use is necessary in order to use the Services.
Third Party Developers.
The Services may include features that permit you to connect the Services to third party applications (“Third Party Applications“)
developed by third parties (“Third Party Developers“). You acknowledge and agree that: (1) Traction
Guest is not such Third Party Developers and is not an Affiliate of such Third Party Developers; and
(2) Traction Guest makes no representations or warranties regarding Third Party Developers, Third Party
Applications, or their use of Confidential Information, to anyone, express, implied or statutory (including
warranties of design, operation, or fitness for any use or purpose). No representation or warranty by
such Third Party Developers is binding on Traction Guest nor shall breach of such representation or warranty
relieve You of your obligations to Traction Guest. Third Party Developers may require You to enter into
license agreements or pay license fees for the use of their Third Party Applications, which, unless expressly
set out herein, are not included in the Fees.
Outage Policy. YOU ACKNOWLEDGE AND UNDERSTAND THAT TRACTION GUEST DOES NOT WARRANT THAT THE SERVICES WILL
BE UNINTERRUPTED OR ERROR FREE AND THAT TRACTION GUEST MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET
DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN TRACTION GUEST’S CONTROL. ANY SUCH DISRUPTION SHALL NOT BE CONSIDERED
A BREACH OF THIS AGREEMENT.
Ownership. All Intellectual Property Rights in the Services or made available or disclosed to You in the
provision of the Services are and shall remain the sole and exclusive property of Traction Guest and except for
the limited license to use the Intellectual Property as part of Your use of the Services in accordance with this
Agreement (the “License“), no right, title, or interest is granted in the Intellectual Property. Traction
Guest and its Affiliates shall own all rights, title and interest, including all Intellectual Property Rights,
in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto,
even when such refinements and improvements result from Your requests or comments. To the extent, if any, that
ownership in such refinements and improvements does not automatically vest in Traction Guest or its Affiliates
by virtue of this Agreement or otherwise, You hereby transfer and assign to Traction Guest all rights, title,
and interest which You may have to such refinements and improvements.
Fees and Payment Terms.
You shall pay all Fees in advance, promptly when due in accordance with the following:
All Fees will be billed monthly or yearly, based on a subscription model, on the first day of the month or the year, as applicable,
of the subscription term, and are due within thirty (30) days of the date of the applicable invoice,
unless otherwise expressly agreed by the parties;
Fees are based on the number of devices being used to access the Services, based on the subscription package selected by
You from the packages available, as they may be updated from time to time;
In the event you increase the number of devices with access to the Services during a subscription term, you must promptly
notify Traction Guest and Traction Guest may, at its discretion, increase the Fees based on its then
current fee structure;
To the extent that Fees are billed and paid through a third party credit card processor, such third party’s standard terms
and conditions shall apply;
Failure to pay Fees shall constitute a material breach of this Agreement;
All outstanding amounts owing under this Agreement will incur interest at a rate of 1.5 percent per month (or if such interest
rate is not permitted by applicable law, then the maximum interest rate permitted by applicable law),
commencing on the due date, calculated monthly, until such time as they are paid in full;
You are solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and excise taxes,
as applicable (but excluding any taxes attributable to Traction Guest’s income), resulting from your
use of the Services; and
Except where otherwise expressly provided, all monetary amounts in this Agreement are stated and shall be paid in U.S. Dollars
Term and Termination.
This Agreement shall commence on the earlier date of (1) Your acceptance of this Agreement; and (2) delivery or download
or first use of the Services (the ”
Commencement Date “), and shall continue for one year (the “Initial Term “) unless otherwise agreed
to between the parties, in writing, or unless otherwise terminated earlier by either party pursuant to
this Agreement. Subject to section 12(b), unless otherwise agreed to between the parties in writing,
at the end of the Initial Term (and each renewal term thereafter), this Agreement will automatically
renew for additional consecutive periods of same length as the Initial Term;
At the end of the Initial Term, either party may terminate this Agreement without cause upon providing no less than thirty
(30) days written notice to the other;
Either party may terminate this Agreement for cause immediately upon a material breach of this Agreement by the other party.
Except in the case of termination by You for cause, termination under this part shall not relieve You
of Your obligation to pay any Fees accrued or payable to Traction Guest under the terms of this Agreement
and You shall remain obligated to pay all Fees owed for the remainder of any subscription term(s) for
the Services, all of which Fees shall become immediately due and payable in full.
Upon the termination or expiration of this Agreement, You shall immediately discontinue use of the Services on all devices
and You shall delete or destroy all electronic and physical stand-alone copies of the Services. Upon
Your request, provided such request is made within 30 days of the date of termination of this Agreement,
Traction Guest will make available a CSV extract of Your data entered into the Services, that is in Traction
Guest’s possession or control and at the end of that period, Traction Guest will have no obligation to
maintain or provide Your data, and Traction Guest may, at its option, delete or destroy all copies of
Your data in its possession or control.
Limitation of Liability and Disclaimers
Disclaimer Of Warranties.
EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (1)
THE SERVICES ARE PROVIDED
WITHOUT WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY LAW,
TRACTION GUEST AND ITS AFFILIATES EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS,
AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR
ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE
SERVICES, WHETHER MADE BY EMPLOYEES OF TRACTION GUEST OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT,
SHALL BE DEEMED TO BE A WARRANTY BY TRACTION GUEST FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF
TRACTION GUEST WHATSOEVER. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN, TRACTION GUEST SPECIFICALLY
DISCLAIM, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.
UNDER NO CIRCUMSTANCES SHALL (i) EITHER PARTY OR IT’S AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY,
COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION. EXCEPT FOR (1) EACH PARTY’S INDEMNIFICATION OBLIGATIONS,
AND (2) A BREACH OF YOUR LICENSE TO USE THE INTELLECTUAL PROPERTY AS SET OUT IN SECTION 10 OF THIS AGREEMENT
THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED
THE AMOUNTS ACTUALLY PAID OR PAYABLE BY YOU TO TRACTION GUEST UNDER THIS AGREEMENT IN THE YEAR IN WHICH
THE CLAIM AROSE.
Changes. Traction Guest reserves the right to modify these Terms at any time, which modified Terms will
supersede prior versions. Unless otherwise provided, any modifications to the Terms will be effective fourteen
(14) days after You have been notified of such modified Terms or they have been published, whichever occurs first.
In the event of material changes to this Agreement, Traction Guest will provide notice to You, either through
the Services, by way of an electronic (including e-mail) notification, or by other reasonable means prior to
the effective date of such material changes, and should You elect not to agree to such material changes, Your
sole remedy shall be to terminate this Agreement in accordance with its terms. Your continued use of the Services
will be deemed acceptance thereof.
Trial Accounts. Traction Guest may, but is not obligated to, provide a trial account to You, and this
Agreement shall apply to your use of the Services during such trial account period.
Proper Law. This Agreement shall be governed by and construed in accordance with the laws of
the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British
Arbitration. All disputes arising out of or in connection with the Agreement shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules.
Survival. Sections 2, 5, 6, 10, and 13 of this Agreement shall survive any expiration or termination
of this Agreement for any reason.
Headings. The headings used in the Agreement are for convenience and reference only and shall
not affect the construction or interpretation of this Agreement.
Assignment. This Agreement may not be transferred or assigned by either party without the prior
written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding
the foregoing, either party may transfer or assign this Agreement (1) to an Affiliate; (2) in the event
of a sale, merger or other transfer of substantially all of its business and assets; or (3) in the event
of a sale or transfer by Traction Guest of the Services and substantially all Traction Guest’s business
components required to operate the Services, without the other party’s consent. The terms and conditions
of this Agreement shall enure to the benefit of and be enforceable by the parties hereto and their permitted
successors and assigns
Notice. Any notice or communication from one party to the other required or permitted to be given
hereunder shall be in writing and either personally delivered, sent by postal service, sent via courier
(with evidence of delivery in any case), or, in the case of notice of changes to these terms and conditions,
sent by e-mail or other electronic means. All notices shall be in English and shall be effective upon
actual receipt, except for notices sent by e-mail or other electronic means, which shall be deemed to
have been received the day after such notices are sent. Unless otherwise requested, all notices to Traction
Guest shall be sent to the attention of “Legal” and may be sent by registered mail or courier to #500
– 2700 Production Way, Burnaby, B.C. V5A 0C2. Unless otherwise requested, all notices to You shall be
sent to the attention of “Legal” and may be sent by registered mail or courier to the address provided
by You at the time of entering into this Agreement, or such other address as you may provide, in writing,
to Traction Guest.
Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other
party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder
due to causes beyond its reasonable control including, but not limited to, earthquake, flood, fire, storm
or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion
, act of terrorism, disruption of the public markets, war or armed conflict or the inability to obtain
sufficient material, supplies, labor, transportation, power or other essential commodity or service required
in the conduct of its business, including Internet access, or any change in or the adoption of any law,
ordinance, rule, regulation, order, judgment or decree.
Waiver. The waiver by any party hereto of a breach or a default of any provision of this Agreement
by another party shall not be construed as a waiver of any succeeding breach of the same or any other
provision, nor shall any delay or omission on the part of either party to exercise or avail itself of
any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power
or privilege by such party.
Relationship. The Agreement shall not be construed as creating any partnership, joint venture,
or agency among the parties and no party shall be deemed to be the legal representative of any other
party for the purposes of the Agreement. No party shall have and shall not represent itself as having,
any authority to act for, to undertake any obligation on behalf of any other party, except as expressly
provided in the Agreement.
Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine
includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or”
is not exclusive” and “including” is not limiting, whether or not such non-limiting language (such as
“without limitation” or “but not limited to”) is used with reference to it, and modifications to the
provisions of the Agreement may be made accordingly as the context requires.
Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect
to the subject matter herein. This Agreement supersedes all previous communications between the parties,
whether written or oral, with respect to the subject matter herein.
U.N. Convention. The parties agree that the United Nations Convention on the International Sale
of Goods shall not apply to the Terms and shall not apply to any purchase order issued in connection
Last updated: March 6, 2019
2019 VISITOR MANAGEMENT SURVEY
Traction Guest conducts an annual survey with professionals across all industries and countries to uncover trends in the visitor management field