BookingFlow Privacy Policy

Effective Date: December 4, 2019

BookingFlow, (“BookingFlow, ” “we, ” “our”) offers a variety of booking management tools available online, including via a web application(collectively, the “Service”), and websites, including but not limited to www.BookingFlow.app, help.BookingFlow.app(the “Websites ”). As you use the Service and interact with the Websites, BookingFlow collects and processes information from and about you in order to provide you with access to the Service, enhance your experience while using the Service, and interact with you. This Privacy Policy (the “Policy”) describes how BookingFlow collects, uses, and discloses information collected through the Service and Websites, and what choices you have with respect to such information. The first section below explains which privacy terms are applicable to you depending on what type of user you are.

References to “BookingFlow” throughout the Policy mean the BookingFlow entity that acts as the data controller or data processor of your information, as explained in more detail below. If you do not agree with this Policy, do not access or use the Service, Websites, or any other part of BookingFlow’s business.

If you have any questions about this Privacy Policy, please contact BookingFlow at: West Wing Morton Hall, Green End Road, East Morton, West Yorkshire, BD20 5TY or by emailing us at privacy@BookingFlow.app.

This Privacy Policy contains the following sections:

• What Type of User am I and What Privacy Terms are Applicable to Me?
• Privacy Terms for Subscribers
• Privacy Terms for Site Visitors
• Additional Privacy Terms for All Users
• BookingFlow Contact Info

I. What Type of User am I and Which Privacy Terms Are Applicable to Me?

BookingFlow has three different types of users depending on the BookingFlow products used. Please see the bullets below to determine which type of user you are, and then click the internal link to visit the privacy terms applicable to you. It is possible that you may use BookingFlow in different ways. If so, please review all applicable privacy terms. Also, don’t forget to review Section V, which contains privacy terms applicable to all users.

• Subscribers. We call users who use the Service as part of any tier of a paid BookingFlow subscription plan “Subscribers.” The Service features and functionalities available to Subscribers are determined by the specific terms agreed to between BookingFlow and the organization (e.g., your employer or another entity or person, called the “Customer”) that entered into a separate agreement that governs delivery, access, and use of the Service (for purpose of this Policy, the “Customer Agreement”). The Customer controls its instance of the Service and is the data controller of the information collected through the Service about Subscribers, and BookingFlow is a data processor of such information. To go directly to the terms applicable to Subscribers, please click here.
• Site Visitors. We call users of the Websites “Site Visitors.” Site Visitors can be individuals who are simply browsing the Websites but who do not use the BookingFlow Service; or, Site Visitors can be Subscribers who visit the Websites to seek additional information about BookingFlow. BookingFlow is the data controller of the information collected through the Website about Site Visitors. To go directly to the terms applicable to Site Visitors please click here.

II. Privacy Terms for Subscribers

A. Overview

Section II of this Policy applies only to Subscribers. If you are a Subscriber, the “Customer Agreement” governs the collection and processing of information collected from you through the Customer’s instance of the Service (e.g. a Customer’s organization or workspace, but for purposes of this Policy referred to as the “Workspace”), including all associated files, bookings, allocations and accommodation names and other content submitted through the Service (“Workspace Content”). In the event of a conflict between this Privacy Policy and the Customer Agreement, the Customer Agreement governs. Because the Customer controls the Workspace used by Subscribers, if you have any questions about the Customer’s specific Workspace settings and privacy practices, please contact the Customer whose Workspace you use. If you are a Subscriber located in the European Union, please note that the Customer is the data controller with respect to the processing of your Workspace Content pursuant to the EU General Data Protection Regulation (“GDPR”). When processing Workspace Content of EU data subjects governed by the Customer Agreement, BookingFlow is the data processor, meaning that we collect and process such information solely on behalf of the Customer.

B. Collection and Use of Subscriber Information

This section explains the information we collect from Subscribers. We do not require Subscribers to provide us with information. However, certain information, such as account log-in data, is required to provide you with access to the Service, and other information may be collected automatically as you use the Service.

1. Workspace Content. Workspace Content is collected, used, and shared by BookingFlow in accordance with the Customer’s instructions, including any applicable terms in the Customer Agreement, or as required by applicable law. The Customer, and not BookingFlow, determines its own, internal policies regarding storage, access, modification, deletion, sharing, and retention of Workspace Content which may apply to your use of the Service. For example, a Customer may provide or remove access to the Service, enable or disable third party integrations or manage permissions, retention and export settings. Please check with the Customer about the policies and settings that they have instituted with respect the Workspace Content that you provide when using the Service.
2. Account Information. To set up your BookingFlow account, you or the Customer will provide us with basic information about you which may include your name, organisation, address, email address, and password. If you submit payment information in connection with your use of the Service, we utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address, and phone number. In such circumstances, the third party service provider, and not BookingFlow, stores your payment information on our behalf.
3. Service Usage Information. As you use the Service, we collect information about how you use and interact with the Service (“Service Usage Information”). Such information includes:
   • Device information – when you access the Service using a mobile device, we collect certain device information, including the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may also collect your MAC address and other unique device identifiers.
   • Log files – when you use the Service, our servers automatically record information in server log files. These log files may include information such as your web request, IP address, browser type and settings, referring/exit pages and URLs, number of clicks, date and time stamp information, language preferences, data from cookies and similar technologies, and other such information.
   • Location information – we collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).
   • Workspace Use Metadata – when you interact with the Service, metadata is generated that provides high-level (non-content) information about the way you work in your Workspace. For example, we may log the number of Workspaces you work in; the number of tasks to which you are assigned; the features and embedded Service content you interact with; the types of files you share; and what, if any, third party services and integrations you use.
4. Other Information. You may provide us with information when you interact with us in other ways, such as when you submit requests or questions to us via forms or email (e.g., support forms, sales forms, user research participation forms); information you provide in connection with BookingFlow sweepstakes, contests, or research studies in which you choose to participate; beta testing; and requests for customer support and technical assistance (collectively, “Other Information”).
5. Information Collected from Third-Party Integrations. If you choose to use or connect to third-party integrations (e.g., OneDrive, Unito, Wufoo, Slack) through the Service, or if you are required or permitted to do so by a Customer, such third parties may allow us to have access to and store additional information about your interaction with those services as it relates to your use of the Service. If you initiate these connections, you also understand that we will share information about you that is required to enable your use of the third-party integration through the Service. If you do not wish to have this information shared, do not initiate these connections. By enabling these connections, you authorize us to connect and access the information provided through these connections, and you understand that the privacy policies of these third parties govern such connections.

C. How Does BookingFlow Use Subscriber Information?

This section explains how BookingFlow uses information collected from Subscribers.

1. Workspace Content. BookingFlow may view and use Workspace Content collected from and about Subscribers only as necessary:
   • To maintain, provide and improve the Service
   • To prevent or address technical or security issues and resolve support requests
   • To investigate when we have a good faith belief, or have received a complaint alleging, that such Workspace Content is in violation of the Customer Agreement or our User Terms of Service
   • To comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement and our Law Enforcement Guidelines
   • As otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer
2. Account Information, Service Usage Information, Information from Third Party Integrations, and Other Information. BookingFlow may use these categories of information collected from and about Subscribers to:
   • Maintain, provide, and improve the Service
   • Respond to your requests for information
   • Prevent or address technical or security issues and resolve support requests
   • Investigate in good faith alleged violations of our User Terms of Service
   • Comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines
   • Help us better understand user interests and needs, and customize the Service for our users
   • Engage in analysis, research, and reports regarding use of the Service
   • Protect the Service and our users
   • Communicate with you via email and through the Service about important notices and updates regarding the Service, such as to inform you about changes in the Service, our service offerings, and important services-related notices, such as about security and fraud. Because these communications are an important part of the Service, you may not opt out of them
   • In accordance with applicable legal obligations, communicate with you about promotions, offers, and news about BookingFlow. You have the ability to unsubscribe from such promotional communications
   • Provide cross-device management of your account. For example, we may locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Service. If you wish to opt out of the ability of one our service providers, Google Analytics, to locate you across devices in this way, you may install the Google Analytics Opt-out Browser Add-on by clicking here

D. Sharing of Subscriber Information

In accordance with the applicable Customer Agreement, we may share the information we collect from Subscribers as follows:

• Service Providers. We may provide access to or share your information with select third parties that use the information only to perform services on our behalf. These third parties provide a variety of services to us, including without limitation sales, marketing, provision of content and features, analytics, data storage, security, fraud prevention, and other services.
• Business Transactions. If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Service can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Policy until such time as the acquiring party modifies it. If such transfer is subject to additional mandatory restrictions under applicable laws, BookingFlow will comply with such restrictions.
• Consistent with your settings within the Service. Please note that the Workspace Content you submit through the Service may be viewable by other users in your Workspace and within your organization, depending on the specific settings you and your organization have selected.

E. Aggregate De-Identified Data

We may aggregate and/or de-identify information collected through the Service so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and analytics, and may also share such data with any third parties, including partners, affiliates, services providers, and others.

F. Combined Information

We may combine the information that we collect through the Service with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy and the Customer Agreement.

G. Data Retention

We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law, or where the Customer Agreement requires or permits specific retention or deletion periods.

H. Data Subject Rights

Please contact your Workspace owner(s) or administrator(s) to exercise any data subject rights you have under applicable local laws, including your ability to access, delete, rectify, transfer, or object under the GDPR.

IV. Privacy Terms for Site Visitors

A. Overview

Section IV of this Policy applies only to Site Visitors. If you visit the Websites, regardless of whether you are also a user of the Service, the following rules apply to you. To eliminate any confusion, please note that the terms in this section apply only to use of BookingFlow’s Websites, not to use of the Service. If you are a Site Visitor located in the European Union, BookingFlow is the data controller with respect to the processing of your personal data pursuant to the EU General Data Protection Regulation (“GDPR”).

B. Collection and Use of Site Visitor Information

1. Information Collected from Site Visitors

   When you use the Websites, we collect the following information about you:

   • Contact Information – if you submit a request for information or a question through the Websites, you may be asked to provide us with basic information including your name, email address, phone number, and postal address. We will also keep records of the communication, the question/request you raised, and how it was resolved.
   • Websites Usage Information – as you browse the Websites, we and our service providers (which are third party companies that work on our behalf to provide and enhance the Websites) use a variety of technologies, including cookies and similar tools, to assist in collecting information about how you use the Websites. For example, our servers automatically record certain information in server logs. These server logs may include information such as your web request, IP address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Websites, domain names, landing pages, pages viewed, mobile carrier, mobile device identifiers and information about the device you are using to access the Websites, date and time stamp information and other such information.
   • Location Information – We collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).

2. Cookies and Similar Technologies

   To collect the Websites Usage Information discussed above, we and our service providers use Internet server logs, cookies, tags, SDKs, tracking pixels, and other similar tracking technologies. A web server log is a file where website activity is stored. An SDK is a section of code that we embed in our applications and software to allow third parties to collect information about how users interact with the Websites. A cookie is a small text file that is placed on your computer or mobile device when you visit a site, that enables us to: (i) recognize your computer and login session; (ii) store your preferences and settings; (iii) understand which pages of the Websites you have visited; (iv), enhance your user experience by delivering and measuring the effectiveness of content and advertising tailored to your interests; (v) perform analytics; and (vi) assist with security and administrative functions. Tracking pixels (sometimes referred to as web beacons or clear GIFs) are tiny electronic tags with a unique identifier embedded in websites, online ads and/or email, and that are designed to provide usage information like ad impressions or clicks, email open rates, measure popularity of the Websites and associated advertising, and to access user cookies. As we adopt additional technologies, we may also gather information through other methods. Please note that you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the “Help” section of your browser for more information (e.g., Internet Explorer; Google Chrome; Mozilla Firefox; or Apple Safari).

3. Use of Information Collected from Site Visitors

   We use the information collected from Site Visitors for a variety of purposes including to:

   • Maintain, provide, and improve the Websites and the Service
   • Respond to your requests for information
   • In accordance with applicable legal obligations, communicate with you about promotions, offers, and news about BookingFlow. You have the ability to unsubscribe from such promotional communications
   • Prevent or address technical or security issues
   • Investigate in good faith alleged violations of our User Terms of Service
   • Help us better understand Site Visitor interests and needs, and customize the advertising and content you see on the Websites
   • Engage in analysis and research regarding use of the Websites and the Service

C. Legal Bases

If you are located in the EU, please note that the legal bases under the GDPR for using the information we collect through your use of the Websites as a Site Visitor are as follows:

• Where use of your information is necessary to perform our obligations under a contract with you (for example, to comply with the User Terms of Service which you accept by browsing the Websites)
• Where use of your information is necessary for our legitimate interests or the legitimate interests of others (for example, to provide security for our Websites; operate our Websites; prevent fraud, analyze use of and improve our Websites, and for similar purposes)
• Where use of your information is necessary to comply with a legal obligation
• Where we have your consent to process data in a certain way

D. Aggregate/De-Identified Data

We may aggregate and/or de-identify information collected through the Websites so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others.

E. Combined Information

You agree that, for the purposes discussed in this Policy, we may combine the information that we collect through the Websites with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy. If, however, the collection of any information about you is governed by a Customer Agreement, information will only be combined and used in accordance with such Customer Agreement and the sections of this Policy applicable to Subscribers.

F. Website Analytics and Advertising

1. Website Analytics

   We may use third-party web analytics services on our Websites to collect and analyze usage information through cookies and similar tools; engage in auditing, research, or reporting; and provide certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

2. Online Advertising

   The Websites may integrate third-party advertising technologies that allow for the delivery of relevant content and advertising on the Websites, as well as on other websites you visit. The ads may be based on various factors such as the content of the page you are visiting, information you enter such as your age and gender, your searches, demographic data, and other information we collect from you. These ads may be based on your current activity or your activity over time and across other websites and online services and may be tailored to your interests.

   Third parties, whose products or services are accessible or advertised via the Websites, may also place cookies or other tracking technologies on your computer, mobile phone, or other device to collect information about you as discussed above. We also allow other third parties (e.g., ad networks and ad servers such as Google Analytics, DoubleClick and others) to serve tailored ads to you on our Websites and other websites and to access their own cookies or other tracking technologies on your computer, mobile phone, or other device you use to access the Websites. We sometimes provide Site Visitor information (such as email addresses) to service providers, who may “match” this information in de-identified form to cookies (or mobile ad identifiers) and other proprietary IDs, in order to provide you with more relevant ads when you visit other websites.

   We neither have access to, nor does this Policy govern, the use of cookies or other tracking technologies that may be placed on your device you use to access the Websites by such non-affiliated third parties. If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link, the Digital Advertising Alliance’s Consumer Opt-Out link, or Your Online Choices to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, visit the Google Ads Settings page. We do not control these opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.

   Please note that if you exercise the opt-out choices above, you will still see advertising when you use the Websites, but it will not be tailored to you based on your online behavior over time.

3. Notice Concerning Do Not Track Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers. We are committed to providing you with meaningful choices about the information collected on our Websites for third party purposes, and that is why we provide the variety of opt-out mechanisms listed above. However, we do not currently recognize or respond to browser-initiated DNT signals. To learn more about Do Not Track, you can do so here.

G. Sharing of Site Visitor Information

We share the information we collect through the Websites with the following:

• Service Providers. We may provide access to or share your information with select third parties that use the information only to perform services on our behalf. These third parties provide a variety of services to us, including without limitation sales, marketing, provision of content and features, advertising, analytics, research, data storage, security, fraud prevention, and other services.
• Business Transfers. If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Websites can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Policy until such time as this Policy is updated or amended by the acquiring party upon notice to you. If such transfer is subject to additional mandatory restrictions under applicable laws, BookingFlow will comply with such restrictions.
• Consent. We may also disclose your information to third parties with your consent to do so.

H. Retention of Your Information

We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law.

I. Data Subject Rights

Local legal requirements (such as those in the EU) may afford you additional rights. If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “BookingFlow Contact Info” section below at any time. Your local laws (such as those in the EU) may permit you to request that we:

• provide access to and/or a copy of certain information we hold about you
• prevent the processing of your information for direct-marketing purposes (including any direct marketing processing based on profiling)
• update information which is out of date or incorrect
• delete certain information which we are holding about you
• restrict the way that we process and disclose certain of your information
• transfer your information to a third party provider of services
• revoke your consent for the processing of your information

We will consider all requests and provide our response within the time period stated by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.

J. Third Party Links And Services

The Websites may contain links to third-party websites and functionalities. If you choose to use these third party services, you may disclose your information not just to those third-parties, but also to their users and the public more generally depending on how their services function. Because these third-party websites and services are not operated by BookingFlow, BookingFlow is not responsible for the content or practices of those websites or services. The collection, use, and disclosure of your information will be subject to the privacy policies of the third party websites or services, and not this Policy. We urge you to read the privacy and security policies of these third-parties.

V. Additional Privacy Terms for All Users

The following additional information about BookingFlow’s privacy practices apply to all users of BookingFlow (Subscribers and Site Visitors).

A. International Users

BookingFlow commits to resolve complaints about your privacy and our collection or use of your personal data. Users with inquiries or complaints regarding this privacy policy should first contact BookingFlow at: privacy@BookingFlow.app.

We may transfer information that we collect about you to third party processors across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located outside of the European Union with laws governing data collection and use that may differ from E.U. law, please note that you are transferring information to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. BookingFlow will take reasonable and appropriate steps necessary to ensure that any third party who is acting as a “data processor” under EU and Swiss terminology is processing the personal data we entrust to them in a manner that is consistent with the EU-US and Swiss-US Privacy Shield Principles.

B. Changes To Our Privacy Policy

We reserve the right to amend this Policy at any time to reflect changes in the law, our data collection and use practices, the features of our Service or Websites, or advances in technology. We will make the revised Policy accessible through the Service and Websites, so you should review the Policy periodically. If we make a material change to the Policy, we will comply with applicable legal requirements regarding providing you with notice and/or consent.

C. How We Protect Your Information

BookingFlow takes technical and organizational measures to protect your information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. However, no method of transmission over the Internet, and no means of electronic or physical storage, is absolutely secure, and thus we cannot ensure or warrant the security of that information.

D. Marketing Practices and Choices

If you receive email from us, we may use certain analytics tools, such as clear GIFs, to capture data such as when you open our message or click on any links or banners our email contains. This data allows us to gauge the effectiveness of our communications and marketing campaigns. You may instruct us not to use your contact information to contact you by email, postal mail, or phone regarding products, services, promotions and special events that might appeal to your interests by contacting us at the “BookingFlow Contact Info” section below. In commercial email messages, you can also opt out by following the instructions located at the bottom of such emails. Please note that, regardless of your request, we may still use and share certain information as permitted by this Policy or as required by applicable law. For example, you may not opt out of certain operational or service-related emails, such as those reflecting our relationship or transactions with you.

E. California Privacy Rights

California law gives residents of California the right under certain circumstances to request information from us regarding the manner in which we share certain categories of personal information (as defined by applicable California law) with third parties for their direct marketing purposes. However, BookingFlow does not share your personal information with third parties for their own direct marketing purposes.

VI. BookingFlow Contact Info

BookingFlow is located at West Wing Morton Hall, Green End Road, East Morton, West Yorkshire, BD20 5TY. If you wish to contact us or have any questions about or complaints in relation to this Policy, please contact us at privacy@BookingFlow.app.

Subscriber Agreement

Last Updated: July 31, 2019

This Subscriber Agreement(the “Agreement”) is entered into by and between BookingFlow, (“BookingFlow”) and the organization agreeing to the terms of this Agreement(“Customer”).This Agreement shall be effective on the earliest of(a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating this Agreement; or(c) Customer’s use of the Service(the “Effective Date”).If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority bind that organization to this Agreement.

1 The Service.

1.1 Provision of the Service. BookingFlow shall make the Service purchased under an Order Form available to Customer and its End Users pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. BookingFlow may update the content, functionality, and user interface Iof the Service from time to time in its sole discretion.

1.2 Access Rights. Customer has a non-exclusive, non-sublicenseable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service pursuant to this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes subject to the limitations set forth in the Order Form.

1.3 Usage Restrictions. Customer shall not (a) make the Service available to, or use any Service for the benefit of, anyone other than Customer and its Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or BookingFlow’s Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose, whether by termination of employment or other change in job status or function); or (g) access or use the Service: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).

1.4 Protection of Customer Data. BookingFlow shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. If Customer Data includes personal data defined by EU Regulation 2016/679(the General Data Protection Regulation or “GDPR”) and / or if such Customer Data is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the BookingFlow Data Processing Addendum shall apply to such personal data and be incorporated into this Agreement upon the execution and submission of the Data Processing Addendum by Customer to BookingFlow in accordance with its terms.BookingFlow’s Data Processing Addendum may be accessed at https://BookingFlow.app/terms#data-processing.

1.5 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify an End User to be the billing owner and, depending on the Subscription, one or more End Users to be administrators (each an “Administrator”) to manage its account, and BookingFlow is entitled to rely on communications from an Administrator when servicing Customer’s account. Depending on the version purchased by Customer, Customer’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data.Customer is responsible for maintaining the security of End User accounts and passwords.

1.6 Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to BookingFlow so that BookingFlow and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. Customer shall promptly notify BookingFlow if it becomes aware of any unauthorized use of or access to Customer’s account or the Service.

1.7 Suspension. BookingFlow may request that Customer suspend the account of any End User who (a) violates this Agreement or BookingFlow’s User Terms of Service; or(b) is using the Service in a manner that BookingFlow reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for BookingFlow.If Customer fails to promptly suspend or terminate such End User’s account, BookingFlow reserves the right to do so.

1.9 Trial Subscriptions. Customer may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) BookingFlow shall have the right to terminate a Trial at any time and for any reason; (b) BookingFlow is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) BookingFlow shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A SUBSCRIPTION AT THE END OF THE TRIAL AND THAT BOOKINGFLOW MAY CHARGE CUSTOMER FOR THE APPLICABLE SUBSCRIPTION FEES UNLESS CUSTOMER HAS NOTIFIED BOOKINGFLOW IN WRITING OF ITS DECISION TO OPT OUT DURING THE TRIAL.

2 Warranties.

2.1 By BookingFlow. BookingFlow warrants that during the applicable Subscription Term (a) the Service shall perform materially in accordance with the applicable Documentation; and (b) BookingFlow shall not materially decrease the functionality of the Service.

2.2 By Customer. Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from End Users for the submission and processing of personal data through the Service; and (c) the transfer and processing of Customer Data under the Agreement is lawful.

2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, SERVICE, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND BOOKINGFLOW AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT BOOKINGFLOW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. BOOKINGFLOW IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.

3 Fees and Payment.

3.1 Subscription Fees. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of End Users and version of the Service purchased. Customer shall pay all fees when due and is responsible for providing complete and accurate billing information to BookingFlow. If such fees are being paid via credit card or other electronic means, Customer authorizes BookingFlow to charge such fees using Customer’s selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. The number of End Users purchased under a Subscription cannot be decreased during the applicable Subscription Term. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. BookingFlow reserves the right to suspend Customer’s account, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue. Suspension shall not relieve Customer’s obligation to pay amounts due.

3.2 Auto-renewal. Customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”). Customer authorizes BookingFlow to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. Customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Customer can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term or renewal period, but will not be issued a refund for the most recently (or any previously) charged fees.

3.3 Calculation. Subscription fees are based on annual or monthly periods (or pro rata portions thereof, calculated on a daily basis) that begin on the Subscription start date and each annual or monthly anniversary thereof. Subscriptions to the Service are sold on a tiered basis based on the number of End Users. Customer shall purchase a Subscription to the Service for each End User, and the initial number of End Users and tier is reflected in the applicable Order Form. Customer may add End Users to its Subscription at any time on written notice to BookingFlow (email notice acceptable). BookingFlow reserves the right to calculate the total number of End Users periodically and, if the number of End Users exceeds Customer’s current Subscription, then BookingFlow reserves the right to invoice Customer for the applicable tier on a pro rata basis for the remaining period in Customer’s Subscription Term, so that all End User Subscription Terms coincide and are co-terminus. BookingFlow reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Customer with notice pursuant to Section 11.4 below) of any such changes at least twenty(20) days prior.BookingFlow may charge Customer the then - current pricing for the applicable Subscription if the number of End Users is modified and / or if Customer changes its Subscription plan.

3.4 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on BookingFlow’s net income, Customer shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Service be subject to withholding tax by any government, Customer shall reimburse BookingFlow for such withholding tax.

3.5 Future Features and Functionality. Customer agrees that any purchases under this Agreement 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 BookingFlow regarding future features or functionality. BookingFlow may release Improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Service.

4 Term and Termination. This Agreement commences on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 1.3 (“Usage Restrictions”); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement shall immediately terminate, and BookingFlow may immediately deactivate Customer’s account(s) associated with the Agreement. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to BookingFlow. The following sections shall survive expiration or termination of this Agreement: Sections 1.3 (“Usage Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes”), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”), 10 (“Use Outside the United States of America”), 11 (“Miscellaneous”), and 12 (“Definitions”).

5 Confidentiality.

5.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”).Confidential Information specifically includes, but is not limited to, the Service, any Order Form(s) entered into by the parties, Customer Data, Results, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation.Confidential Information does not include information that(a) is or becomes publicly available without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or(d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

5.2 Protection of Confidential Information. Except as otherwise expressly permitted under this Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Either party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.

5.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of this Section 5 may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 5 by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 5 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

5.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

5.5 Sensitive / Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

6 Intellectual Property Rights.

6.1 By Customer. Customer owns all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related Intellectual Property Rights. Customer grants BookingFlow and its authorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit, and display Customer Data: (a) to maintain, provide, and improve the Service and perform under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that an End User is in violation of this Agreement or the BookingFlow User Terms of Service; or(d) at Customer’s direction or request or as permitted in writing by Customer.

6.2 By BookingFlow. BookingFlow owns and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to its Confidential Information, Results, and the Service, including any enhancements, customizations, or modifications thereto. Where Customer purchases Professional Services hereunder, BookingFlow grants to Customer a non-sublicensable, non-exclusive license to use any reports and other materials developed by BookingFlow as a result of the Professional Services (“Results”) solely in conjunction with Customer’s authorized use of the Service and in accordance with this Agreement.

6.3 Suggestions. BookingFlow welcomes feedback from its customers about the Service and Professional Services. If Customer (including any End User) provides BookingFlow with any feedback or suggestions regarding the Service or Professional Services (“Feedback”), BookingFlow may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to Customer or any End User provided that BookingFlow shall not identify Customer or any End User as the source of such Feedback.

7 Indemnification.

7.1 By Customer. Customer shall defend BookingFlow, and its employees, officers, and directors (together, the “BookingFlow Indemnified Parties”) from and against third party claims, actions, and demands arising from allegations that Customer Data, unauthorized use of the Service by Customer or its End Users, or BookingFlow’s processing of data pursuant to Customer’s instructions infringes a third party’s Intellectual Property Right or privacy right(each, a “Claim Against BookingFlow ”), and Customer shall indemnify and hold the BookingFlow Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against BookingFlow Indemnified Parties as a result of, or for any amounts paid by the BookingFlow Indemnified Parties under a Customer-approved settlement of, a Claim Against BookingFlow.

7.2 By BookingFlow. BookingFlow shall defend Customer, and its employees, officers, and directors (together the “Customer Indemnified Parties”) from and against third party claims, actions, and demands alleging that Customer’s authorized use of the Service infringes or misappropriates any copyright, trade secret, U.S.patent, or trademark right of that third party(each, a “Claim Against Customer ”), and BookingFlow shall indemnify and hold the Customer Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Customer Indemnified Parties as a result of, or for any amounts paid by the Customer Indemnified Parties under an BookingFlow-approved settlement of, a Claim Against Customer; provided, however, in no event will BookingFlow have any obligations or liability under this Section 7.2 to the extent a Claim Against Customer arises from: (a) Customer or any End User’s use of the Service other than as permitted under this Agreement; or (b) use of the Service in a modified form or in combination with products, services, content, or data not furnished to Customer by BookingFlow.

7.3 Potential Infringement. If the Service becomes, or in BookingFlow’s reasonable judgment is likely to become, the subject of a claim of infringement, then BookingFlow may in its sole discretion: (a) obtain the right, at BookingFlow’s expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it is no longer infringing. If BookingFlow, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then BookingFlow may suspend or terminate Customer’s use of the Service, in which case BookingFlow’s sole liability (in addition to its obligations under Section 7.2) shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. Sections 7.2 and 7.3 state BookingFlow’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.

7.4 Indemnification Process. The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and shall promptly provide the indemnifying party with all information and assistance reasonably requested and otherwise cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.

8 Liability.

8.1 Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8.3 The provisions of this Section 8 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.

9 Export Compliance. The Service may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list. Customer shall not permit any End User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and its End Users shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

10 Use Outside the United Kingdom. The Service is controlled and operated by BookingFlow from its offices in the United Kingdom Except as explicitly set forth herein, BookingFlow makes no representations that the Services are appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws. BookingFlow may offer services in other jurisdictions that are subject to different terms and conditions. In such instances, the terms and conditions governing those non-U.S. services shall take precedence over any conflicting provisions in this Agreement.

11 Miscellaneous.

11.1 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

11.2 Informal Dispute Resolution and Arbitration. The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, the parties agree that any and all disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of Section 11.3 mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Customer may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to BookingFlow. The notice must be sent within thirty (30) days of the Effective Date of this Agreement between Customer and BookingFlow. If Customer opts out of arbitration, BookingFlow also will not be bound to arbitrate. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief as set forth in Section 5.3 (“Equitable Relief”) above and to stop unauthorized use of the Service or infringement of Intellectual Property Rights. Disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.

11.3 Notice. BookingFlow may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the BookingFlow website 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. Notices to BookingFlow must be sent to BookingFlow Legal at legal@BookingFlow.app with a copy to BookingFlow, West Wing Morton Hall, Green End Road, East Morton, West Yorkshire, UK BD20 5TY, Attn: Legal Dept.

11.4 Publicity. BookingFlow may include Customer’s name and logo in BookingFlow’s online customer list and in print and electronic marketing materials.

11.5 Beta Access. Customer 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 to Customer 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 ”). Customer acknowledges and understands that its participation in Beta Tests is not required and is at Customer’s 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. BookingFlow shall have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products, including without limitation Customer’s assessment of any Beta Product, are Confidential Information of BookingFlow.

11.6 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Without limiting this Section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

11.7 Force Majeure. BookingFlow shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond BookingFlow’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks (each a “Force Majeure Event”).BookingFlow shall be relieved from its obligations(or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations(or part thereof).BookingFlow shall promptly notify Customer and make reasonable efforts to mitigate the effects of the Force Majeure Event.

11.8 Severability; No Waiver. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

11.9 Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement and all Order Forms under this Agreement upon written notice without the other party’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

11.10 Modifications. BookingFlow may revise this Agreement from time to time by posting the modified version on its website. If, in BookingFlow’s sole discretion, the modifications proposed are material, BookingFlow shall provide Customer with notice in accordance with Section 11.4 at least twenty (20) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement.

11.11 Entire Agreement. This Agreement, including all attachments, exhibits, addendums, and any Order Form(s) hereunder, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the provisions of the Agreement and any Order Form, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process, web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

11.12 Applicability. This Agreement applies to you if: (a) you are a new Customer or have become a new Customer on or after November 30, 2018; (b) you enter into a Trial of BookingFlow that is subject to this Agreement; or (c) you click a button indicating your agreement with the terms of this Agreement or enter into an Order Form or similar form referencing or otherwise incorporating this Agreement.

12 Definitions.

12.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

12.2 “Customer Data” means information submitted by an End User through the Service, including all associated files, transactions, allocations, pricing, and other similar content.

12.3 “Documentation” means BookingFlow’s then-current online user guides, as updated from time to time, and made accessible from within the “Help” feature of the Service.

12.4 “End User” means an individual who is authorized by Customer to use the Service under Customer’s account. End Users may include, without limitation, Customer’s or its Affiliates’ employees, consultants, contractors and agents.

12.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

12.6 “Improvements” means new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Service made generally available by BookingFlow at no additional charge.

12.7 “Order Form” means an ordering document or an online order set forth in the Service interface entered into between Customer and BookingFlow (or Affiliates of either party) specifying the Service or Professional Services (if any) to be provided under this Agreement.

12.8 “Professional Services” means the customer success services provided by BookingFlow, as specified in the applicable Order Form.

12.9 “Service” means BookingFlow’s booking management software as a service platform, including any Improvements, as described in the applicable Order Form.

12.10 “Subscription” means the access to the Service purchased by Customer on a per End User basis.

12.11 “Subscription Term” means the period identified in the Order Form during which Customer’s End Users are permitted to use or access the Service pursuant to the terms set forth in this Agreement.

Acceptable Use Policy

Last Updated: March 2, 2017

All users of the BookingFlow Service are expected to comply with this Acceptable Use Policy.

Acceptable Use of the Service

1. Disruption of the Service. You may not:

   1. access, tamper with, or use non-public areas of the Service, BookingFlow’s computer systems, or the technical delivery systems of BookingFlow’s providers;
   2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
   3. access or search the Service by any means other than BookingFlow’s publicly supported interfaces (for example, “scraping”);
   4. attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time)
   5. interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

2. Misuse of the Service. You may not utilize the Service to carry out, promote or support:

   1. any unlawful or fraudulent activities;
   2. the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
   3. activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
   4. the publishing or posting other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
   5. the sending unsolicited communications, promotions advertisements, or spam;
   6. the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
   7. promotion or advertisement of products or services other than your own without appropriate authorization.

3. Content Standards Within the Service. You may not post any Content on the Service that:

   1. violates of any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
   2. is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
   3. contains viruses, bots, worms, or similar harmful materials; or
   4. contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.

4. Violations of this Acceptable Use Policy. In addition to any other remedies that may be available to us, BookingFlow reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for BookingFlow should you fail to abide by this Acceptable Use Policy. If you are a user of the Service under your employer or organization’s account, BookingFlow reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.

5. Modifications. BookingFlow may amend or modify this Acceptable Use Policy from time to time in its sole and reasonable discretion. We will post any such changes on our website. If you object to any such change(s), your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such changes shall constitute your acknowledgement and acceptance of such changes.
   
   

For questions about these or any BookingFlow terms or policies, email us at terms-questions@BookingFlow.com.

BookingFlow Cookies Policy

Effective Date: October 19, 2017

We use and allow certain other companies to use cookies, web beacons, and other similar technologies (collectively “Cookies”) on our Services. We do this to understand your use of our Services; improve your user experience and enable personalized features and content; optimize our advertisements and marketing; and to enable third-party advertising companies to assist us in serving ads specific to your interests across the Internet. You can find more information about Cookies at: www.allaboutcookies.org.

What are Cookies?

Cookies are text files containing small amounts of information which are downloaded to the browser that you use when you visit a site. The entity that places cookies on your browser can then read the information on that cookie that it set. Cookies are typically classified as either “session cookies” which do not stay on your device after you close your browser or “persistent cookies” which will usually remain on your device until you delete them or they expire. Different cookies are used to perform different functions:

• Essential Cookies: Some cookies are essential and enable you to move around the Services and use their features, such as accessing secure areas of the Services. Without these cookies, we cannot enable appropriate content based on the type of device you are using. Functionality Cookies: These cookies allow us to remember choices you make on our websites (such as your preferred language or the region you are in).
• Personalization Cookies: We also use cookies to change the way our Services behave or look in order to personalize your experience from information we infer from your behavior on our Services or information we may already know about you because, for example, you are a registered user. These cookies may be used to tailor the Services or the content, look and feel delivered to you on subsequent sessions to our Services. For example, if you personalize webpages, or use specific parts of the Services, a cookie helps our webpage server recall your specific information. When you next use the Services, the information you previously provided can be retrieved, so you can easily use the Services features that you previously chose.
• Analytics Cookies: We use our own cookies and/or third-party cookies and other identifiers (such as web beacons) to see how you use our Services in order to enhance their performance and develop them according to the preferences of our customers and visitors. For example, cookies and web beacons may be used to: maintain a consistent look and feel across our Services; track and provide trend analysis on how our users interact with our Services; track errors and measure the effectiveness of our promotional campaigns.
• Advertising Cookies: These cookies record your visit to our Services, your opening and review of our emails, the pages you have visited, and the links you have clicked. They gather information about your browsing habits and remember that you have visited a website. We or our service providers may use this information to make advertisements more relevant to you.
• Cross-Device Cookies: Sometimes, we may use cookies in combination with the information we collect — for instance, usernames, IP addresses and unique mobile device identifiers — to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services.

Third-Party Cookies

Please note that third parties (including for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies on our Services. We used trusted partners like DoubleClick and Google AdWords to help us service advertising. We also use Google Analytics on our Services to help us analyze how our Services are used. Google Analytics uses performance cookies to track visitor interactions. For example, by using cookies, Google can tell us which pages our users view, which are most popular, what time of day our websites are visited, whether visitors have been to our websites before, what website referred the visitor to our websites, and other similar information.
We have little control over these “third party” cookies, so we suggest that you check the respective privacy policies for these external services to help you understand what data these organizations hold about you and what they do with it.

• DoubleClick: http://www.google.com/policies/technologies/ads/
• Facebook: https://www.facebook.com/policy.php
• Google AdWords: https://support.google.com/adwords/answer/2549116?hl=en
• Google Analytics: http://www.google.com/analytics/learn/privacy.html
• Google Tag Manager: https://www.google.com/analytics/tag-manager/faq/
• YouTube: https://www.youtube.com/static?template=privacy_guidelines

Web Beacons

We may also use electronic images known as web beacons on our Services - sometimes called “clear GIFs”, “single-pixel GIFs”, or “web bugs”. Web beacons are used to deliver cookies on our Services, count clicks/users/visitors, and deliver co-branded content or services. We may include web beacons in our promotional e-mail messages or newsletters to determine whether messages have been opened and acted upon. Our Services may also contain web beacons from third parties to help us compile aggregated statistics regarding the effectiveness of our promotional campaigns or other website operations. These web beacons may allow the third parties to set or read cookies on your device.

Controlling Cookies

There are a number of ways you can manage what cookies are set on you devices. Essential cookies, however, cannot be disabled. If you do not allow certain cookies to be installed, the Services may not be accessible to you and/or the performance, features, or Services of the website may be compromised.

1. Advertising Cookies

If you would like to disable advertising cookies, you can visit http://www.youronlinechoices.com. If you choose to turn off these cookies you will still see advertising on the internet but it may not be tailored to your interests. It does not mean that you won’t be served any advertisements while online. You can also manage this type of cookie in the privacy settings on the web browser you are using. Please see below for more information.

2. Browser Settings

You can disable and/or delete most types of cookies by using your browser settings. Please note that if you use your browser settings to block all cookies you may not be able to access parts of our or others’ services. The following links provide information on how to modify the cookies settings on some popular browsers:

• Apple Safari http://support.apple.com/kb/PH5042
• Google Chrome https://support.google.com/chrome/bin/answer.py?hl=en&answer=95647&p=cpn_cookies
• Microsoft Internet Explorer http://windows.microsoft.com/en-US/windows7/How-to-manage-cookies-in-Internet-Explorer-9
• Mozilla Firefox http://support.mozilla.org/en-US/kb/Cookies

3. Cross-Device Cookies

If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

Do Not Track Signals

There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based a user’s Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track.

More Information

If you have any questions about how we use cookies, you can contact us at terms-questions@BookingFlow.com.

BookingFlow Subprocessors

Last Updated: July 15, 2019

In connection with our provision of the Services, BookingFlow may engage third parties (each a “Subprocessor”) to process your Personal Data. As a condition of permitting a Subprocessor to process your Personal Data, BookingFlow will enter into a written agreement with each Subprocessor containing data protection obligations at least as protective as the technical and organizational measures BookingFlow has put into place to protect your Personal Data from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. All terms capitalized above, but not defined have the meaning set forth in BookingFlow’s User Terms of Service, Privacy Policy, and/or your applicable customer agreement with BookingFlow.

BookingFlow’s Commitment to GDPR Compliance

The General Data Protection Regulation (“GDPR”) is a European law establishing protections for the personal data of EU residents that came into force on May 25, 2018. Under the GDPR, organizations that collect, maintain, use, or otherwise process EU residents’ personal data (regardless of the organization’s location) must implement certain privacy and security safeguards for that data. BookingFlow has established a comprehensive GDPR compliance program and is committed to partnering with its customers and vendors on GDPR compliance efforts. Some significant steps BookingFlow has taken to align its practices with the GDPR include:

• Revisions to our policies and contracts with our partners, vendors, and users
• Enhancements to our security practices and procedures
• Closely reviewing and mapping the data we collect, use, and share
• Creating more robust internal privacy and security documentation
• Training employees on GDPR requirements and privacy/security best practices generally
• Carefully evaluating and building a data subject rights’ policy and response process Below, we provide additional details about the core areas of BookingFlow’s GDPR compliance program and how customers can use BookingFlow to support their own GDPR compliance initiatives.

Data Processing Agreements

Under the GDPR, “data controllers” (i.e. entities that determine the purposes and means of processing data) are required to enter into agreements with other entities that process data on their behalf (called “data processors”). BookingFlow offers its customers who are controllers of EU personal data the option to enter into a robust data processing agreement under which BookingFlow commits to process and safeguard personal data in accordance with GDPR requirements. This includes BookingFlow’s commitment to process personal data consistent with the instructions of the data controller.

International Data Transfers

As with prior EU data protection laws, the GDPR requires organizations to use a recognized legal mechanism to transfer data from the EU to other countries that do not have a similar data protection framework. To comply with this requirement, BookingFlow data is hosted on European servers.

Data Access, Management, and Portability Tools

The GDPR gives individual data subjects in certain circumstances the rights to, among other things, access, delete, and make corrections to their data. BookingFlow is committed to facilitating data subject requests consistent with the GDPR, as further described in our Privacy Policy.

Privacy Documentation

At its core, the GDPR is focused on transparency, fairness, and accountability. Accordingly, the law requires organizations to maintain documentation about their privacy practices and their decisions about how they handle individuals’ personal data. BookingFlow shares the GDPR’s commitment to these principles, and has included within its ongoing GDPR compliance program documentation about its data collection and processing activities, and the various policies and guidelines it follows pursuant to the GDPR. You can learn more about how BookingFlow collects, uses, and discloses personal data by visiting BookingFlow’s Privacy Policy.

Data Security

The GDPR requires organizations to use appropriate technical and organizational measures to protect the security, confidentiality, and integrity of personal data. We have implemented a variety of safeguards to protect the security of our platform, including encrypting web connections to protect data transmissions, replicating our databases to support reliability of the platform, and controlling access to our facilities and office network. BookingFlow also offers customers the ability to use additional security controls to further enhance the security of their teams’ data. For more information, please see our Security Statement.

Ongoing Compliance and Communication

The GDPR’s requirements are comprehensive, but the law and regulatory guidance will evolve. As data protection authorities in Europe interpret the GDPR’s requirements and issue guidance, we will continue to follow these developments closely and evaluate our program for any changes or enhancements as needed. We value communication with our customers. If you have any questions about our GDPR compliance efforts, or if you are a data controller customer with questions about how we can help support your own GDPR compliance efforts, please contact us at privacy@BookingFlow.app

Related Resources

• BookingFlow Security Statement
• BookingFlow Data Processing Addendum
• Full Text of the GDPR