Last Updated: January 20th, 2025
Grazzy Master Services Agreement - Enterprise Terms and Conditions
This sets forth the terms and conditions upon which Grazzy will provide the Services to Customer as well as Customer’s obligations as detailed in the Business Terms.
1. Right to Access and Use Grazzy Services. Subject to the terms and conditions of this Agreement, Grazzy grants to Customer a non-exclusive right to access and use the physical and digital assets provided by Grazzy, including, but not limited to the employee QR code badges, valet stand QR code placards, in-room housekeeping QR code leave behinds, and key folio inserts, as well as any digital representations of the same (collectively, the “Branded Assets”), to implement and operate the Grazzy Platform Grazzy will make the Services available to Customer, Customer’s staff and Customer’s guests (as applicable) via the Grazzy Platform during the Term.
2. Customer Restrictions Customer and its staff, hotel guests and affiliates shall not: (i) use the Grazzy Platform other than as permitted under this Agreement; (ii) reverse engineer the Grazzy Platform; (iii) decompile or attempt to gain access to the source code of the Grazzy Platform software; (iv) access the Grazzy Platform to serve any location other than the Scheduled Location(s); or (v) disclose the Grazzy Platform to any third party, except to the extent Customer directs its staff and guests to access the Grazzy Platform in connection with the Services during the Term.
3. Ownership of Intellectual Property
3.1 Ownership. As between Customer, Grazzy, and Grazzy’s licensors, Grazzy and/or its licensors own all right, title and interest to the Grazzy Services. Except for the limited rights expressly granted to Customer hereunder in Section 1, Grazzy reserves all rights, title and interest in and to the Grazzy Services. Customer hereby grants, and, if applicable, will cause all affiliates to grant, Grazzy a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, perpetual, license to use or incorporate into the Grazzy Services any feedback related to the Services provided by Customer (“Customer Feedback”). All Customer Feedback is provided by Customer on an “AS IS” basis without warranty or indemnity of any kind.
3.2 Use of Grazzy Marks. Grazzy, and any other product and service names and logos used or displayed in or on the Services and Branded Assets are trademarks of Grazzy (collectively, “Grazzy Marks”), and may not be used by Customer without Grazzy’s prior written consent. Customer must not attempt, now or in the future, to claim any rights in the Grazzy Marks or use the Grazzy Marks to disparage or misrepresent Grazzy, or the Services. For the avoidance of doubt, Grazzy will own and retain all right, title and interest in and to the Grazzy Platform, Branded Assets, and all improvements, enhancements or modifications thereto; any software, applications, inventions or other technology developed in connection with the Services during the Term; and all intellectual property rights related to any of the foregoing.
4. Confidential Information.
Each Party (“Recipient”) agrees to hold in strict confidence and not to use or disclose any Confidential Information (as defined herein) of the other Party (“Discloser”), except to perform its obligations or exercise its rights under this Agreement without Discloser’s prior written consent. “Confidential Information” means any information regarding Discloser’s or any of its affiliates’ business obtained in connection with this Contract Agreement that is marked “confidential” or with a similar legend, or that the Recipient knows or should know is confidential based on the nature of the information or the circumstances of its disclosure, including but not limited to marketing strategy information, pricing, customer lists, technical information, technology, products and trade secrets. Recipient acknowledges that the Confidential Information belongs to Discloser or its affiliates, as applicable. Confidential Information does not include information that was already in Recipient’s possession prior to disclosure by the Discloser, that is accessed or received by Recipient from a third party without a duty of confidentiality or that becomes generally publicly available through no fault of Recipient. Upon termination of this Contract Agreement for any reason, the Recipient will promptly return or at the option of the Discloser destroy any Confidential Information.
5. Customer Data and Regulatory Compliance.
Customer represents and warrants that it will comply with all applicable laws and regulations, including applicable laws related to the use and processing of personal data including but not limited the Telephone Consumer Protection Act, the CAN-SPAM Act of 2003, the California Consumer Privacy Act and California Privacy Rights Act and all similar current and future state and federal laws and regulations. Customer further represents and warrants that it shall provide all notices and shall have a legitimate basis for and shall obtain all consents required by applicable law or regulation for Grazzy’s processing, handling, access and/or storage of, and similar activities in connection with Customer’s data, and the data of Customer’s employees and guests, on behalf of Customer in performance of this Agreement (“Customer Data”). Customer hereby grants to Grazzy a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use such Customer Data in aggregated and de-identified form for the purposes of providing and improving the Services, the Grazzy Platform and the Branded Assets.
6. Data Privacy and Security.
Grazzy shall maintain appropriate, current technical and organizational security measures and insurance to prevent the unauthorized access, use, disclosure and loss of Customer Data while under Grazzy’s control on the Grazzy Platform.
7. Fees and Billing.
7.1 Fees. Customer will pay the amounts set forth in the Business Terms (collectively, the “Fees”). All undisputed Fees will be payable from the Service Date. In the event that Customer disputes all or some of the invoiced Fees (“Fee Dispute”), Customer will provide a written notice to Grazzy that reasonably describes the nature of the Fee Dispute within thirty (30) days of receiving the applicable invoice. The Parties will use good faith efforts to resolve the Fee Dispute. If the Parties are unable to resolve the Fee Dispute within sixty (60) days of Customer’s receipt of the disputed invoice, then the Parties will be free to exercise any legal or contractual remedies available to them. All Fees are non-cancellable and non-refundable.
After the Initial Term, the Fees are subject to change and may be changed upon notice to you at least sixty (60) days prior to the start of any Renewal Term (as defined below in Section 11.1).
7.2 Payment Terms. Unless otherwise specified in the Business Terms, Grazzy will invoice Customer annually for SaaS Services on the Effective Date as set forth in the Business Terms. Grazzy will invoice Customer monthly in arrears for the applicable fees commencing on the Effective Date as set forth in the Business Terms.
Each invoice will be due and payable upon receipt by Customer. If Customer has not paid the invoice amount within thirty (30) days of receipt, Grazzy will be entitled to (a) withhold performance and discontinue Customer’s access to the Services until all undisputed amounts due are paid in full; and (b) turn Customer over for collection to a third-party agency, if Customer fails to pay all undisputed amounts due within thirty (30) days after Grazzy notifies Customer of non-payment of undisputed amounts.
Annual payments can be made by Credit Card, ACH, or Check. Monthly payments must be made via Credit Card or ACH.
7.3 Taxes. The Fees do not include, and may not be reduced to account for, any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial, or national jurisdiction (whether domestic or foreign) (collectively “Taxes”). Customer is responsible for paying all Taxes imposed on the Services provided under the Agreement. If Grazzy is found to have a legal obligation to pay or collect Taxes for which Customer is responsible under the Agreement, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Grazzy with a valid tax exemption certificate authorized by the appropriate taxing authority. Grazzy will pay all taxes on its income and all taxes and insurance associated with its personnel.
8. Warranties; Disclaimer. Each Party represents and warrants that it has the authority to enter into and perform its obligations under this Agreement, and that by so doing it is not in breach of any obligation to any third party and that it will comply with all applicable laws.
THE GRAZZY PLATFORM, GRAZZY SERVICES, AND BRANDED ASSETS ARE OFFERED “AS IS,” AND EXCEPT AS OTHERWISE SET FORTH HEREIN, GRAZZY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS CONTRACT AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
9. Indemnification
9.1 Indemnification by Customer. Customer shall indemnify Grazzy (and Grazzy’s officers, directors, employees, and agents), and hold each of them harmless from and against any and all costs, damages, or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any third party arising from the Customer’s use of the Services, Customer’s breach of the Agreement or Customer’s gross negligence or willful misconduct.
9.2 Indemnification by Grazzy. Grazzy shall indemnify Customer (and Customer’s officers, directors, employees, and agents), and hold each of them harmless from and against any and all costs, damages, or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any third party arising from Grazzy’s breach of the Agreement or the gross negligence or willful misconduct of Grazzy.
10. LIMITATION OF LIABILITY.
10.1 GENERAL LIMITATION NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS CONTRACT AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. [ EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO GRAZZY HEREUNDER DURING THE YEAR PRECEDING THE ACCRUAL OF THE CLAIM.
11. Term and Termination.
11.1 Term. The term of this Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, will continue for the “Initial Term” specified in the Order (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive additional periods of 1 year each at the contracted List Price (each, a “Renewal Term”) unless either Party provides the other with written notice of non-renewal at least 30 days prior to the expiration of the Initial Term or the then-current Renewal Term. Customer agrees that Grazzy may modify the fees for each Renewal Term by providing Customer with written notice of such modification at least 60 days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and each Renewal Term, if any, are collectively referred to herein as the “Term.”
11.2 Termination for Cause. Either Party may terminate this Agreement effective after 30 days’ written notice if the other Party materially breaches this Agreement and such breach is not cured within such 30-day period. Upon any termination for cause by Customer, Grazzy will promptly refund Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination. Upon any termination for cause by Grazzy, Customer will promptly pay Grazzy any unpaid fees covering the period remaining in the Term after the effective date of such termination.
11.3. Suspension. Grazzy may suspend Customer’s or any or all authorized users’ access to the Service, in whole in part, if: (a) Customer or any authorized user is using the Service in violation of this Agreement or any applicable law; (b) Customer’s or any authorized users’ systems or accounts have been compromised or unlawfully accessed; (c) suspension of the Service is necessary, in Grazzy’s reasonable discretion, to protect the security of the Service or the infrastructure of Grazzy or its affiliates; (d) suspension is required by applicable law; or (e) any fees owed by Customer (excluding amounts disputed in reasonable and good faith) are thirty (30) days or more overdue, provided Grazzy has given Customer ten (10) or more days’ prior notice.
11.4 Divestment If Customer has signed an Order Form for multiple locations and wishes to reduce the number of locations to be served under the Services due to locations divesting from the portfolio, Customer shall provide Grazzy with sixty (60) days’ prior written notice specifying the locations which shall be removed from the Services. The Parties shall work to affect a transition from the Grazzy Services during this time period.
12. Publicity. Grazzy may use Customer’s name in connection with any sales, advertising, marketing or promotional activities, including without limitation, any publication, press release, advertisement, web site, or public forum, without the prior written consent of Customer.
13. Insurance. Grazzy shall maintain during the Term and for one year thereafter insurance coverages consistent with industry standards including the following minimums: (i) commercial general liability of $1,000,000 per occurrence and $1,000,000 aggregate, (iii) Umbrella Liability of $5,000,000; (iv) Technology and professional liability (errors and omissions) of $2,000,000; and (v) Cyber and privacy insurance, of $5,000,000.
14. Miscellaneous.
14.1 Governing law. This Contract Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to the choice or conflict of law provisions of such state. Customer irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Travis County, Texas, for any dispute arising out of this Contract Agreement, and waives all objections to jurisdiction and venue of such courts.
14.2 Survival. The following provisions survive termination or expiration of the Contract Agreement: Ownership of Intellectual Property, Confidential Information”, “Regulatory Compliance”, “Customer Data”, “Warranties; Disclaimer”, “Limitation of Liability”, and “Miscellaneous”.
14.3 Notices All notices required to be provided under this Contract Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the Party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at the email address(es) or address(es) specified on the Order Form or at such other email address(es) or address(es) as a Party may designate by notice.
14.4 No waiver. No amendment to, nor waiver of, any provision of this Agreement will be effective unless in writing and signed by both Parties. This Agreement, including the exhibits hereto, represents the entire agreement between Grazzy and Customer with respect to the subject matter hereof.
14.5 Assignment. Either Party may assign this Agreement, or any of its rights or obligations hereunder, with the prior written consent of the other Party. Any attempted assignment without such consent will be void. However, either party may, without obtaining the prior written consent of the other party, assign any of its rights or obligations under this Agreement, in whole or in part, to an affiliate, or in connection with any merger, consolidation, sale of all or substantially all of a Party’s assets, or any other similar transaction. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of the assigning Party.
14.6 Force Majeure. Except for Customer’s payment obligations hereunder, neither party will be deemed to be in default or to have breached any provision of this Agreement as a result of any delay or failure in performance if such delay or failure Is due to any cause beyond the reasonable control of such party, including without limitation restrictions of law or regulations, labor disputes, power or telecommunications failures, acts of God, acts of terror or war, or mechanical or electronic breakdowns. Performance times under this Agreement shall be considered extended for a period of time equivalent to the time lost because of any delay which is excusable under this Section; provided, however, that if any such delay continues for a period of more than thirty (30) calendar days, the party not claiming excusable delay shall have the option of terminating the Agreement, upon notice to the party claiming excusable delay.
14.7. No Third Party Beneficiaries. This Agreement is solely for the parties' benefit, not for the benefit of any third party.