The following terms of service (“Terms of Service”) govern your subscription to the Avantio Services (as defined below) as selected through the execution of a business proposal (the “Business Proposal”). The Agreement consisting of the Business Proposal and these Terms of Service will be effective as of the date set forth on the Business Proposal (the “Effective Date”). Please read these Terms of Service carefully before executing a Business Proposal. By executing a Business Proposal, you are hereby accepting these Terms of Service, and agree and acknowledge as follows:

1. Accepting these Terms of Service

In order for you to use any of the Avantio Services, you must first accept these Terms of Service. You can accept these Terms of Service by signing and returning to us a copy of our Business Proposal. You may wish to print or save a local copy of the Terms of Service for your records, but note that these Terms of Service may be altered from time to time, so be sure to check our site (the “Site”) periodically.

2. License to Use the Avantio Services and customizations

Avantio offers the following services through Site: vacation rental software; channel manager; and website design (“Avantio Services”). Through the execution of the Business Proposal, Avantio grants you a non-exclusive, non-transferable, limited license to use the Avantio Services and related documentation governed by these Terms of Service. You may use the Avantio Services only in accordance with the applicable documentation sent to you and to perform the purposes for which they are designated and authorized. License to Use the Avantio services and granded on an as-is basis. The client can request personalized developments to better adapt specific requirements. Such developments must be requested in writing vía email and shall be evaluated by a designated Avantio team. In a 30 day timeline, Avantio shall provide an estimated cost of development and timeline for the delivery to the client. The timeline of delivery will count upon acceptance from the client. Avantio reserves the right to deny personalization requests should these not meet the added value or intended use for the software.

3. Subscription

Avantio licenses its Avantio Services on a subscription basis pursuant to these Terms of Service. Further, Avantio reserves the right to update the Avantio Services on a periodic basis. Each update will be deemed to be part of the Avantio Services and shall be governed by these Terms of Service. You shall not permit the use of any version of the Avantio Services by any other person nor shall you use the Avantio Services at any time after the license expires. The right to access the Avantio Services is personal to you and you may not transfer by assignment, sublicense, or any other method the service or the right to access or use the Avantio Services to any other person or entity, without Avantio’s prior written consent. You agree that Avantio may assign its rights and/or delegate its obligations under these Terms of Service or any applicable Agreement to any third party, in Avantio’s sole discretion and without notice.

4. How to Subscribe to the Avantio Services?

Any prospective client may request a demo presentation of a service offered by Avantio through the Site. After the demo is completed, Avantio will contact you with a Business Proposal detailing the Avantio Services to be provided and project tailored to your needs. By signing the Business Proposal and making the requested payment you will become an Avantio client.

5. How can I pay for the Avantio Services?

The person designated as the billing contact for your Avantio account (“Billing Contact”), must provide Avantio with a valid credit card, check or SEPA direct debit, in order to activate your account. Additionally, the Billing Contact may pay Avantio via wire transfer. Payments shall be made to Avantio in advance before the 5th day of every month. If paying with a credit card, the Billing Contact shall keep the credit card information updated and provide Avantio with a new valid credit card number if the old card is deactivated or does not have sufficient credit available to pay Avantio’s fees. If you wish to dispute any fee that Avantio has charged to your Billing Contact’s credit card, you agree to discuss such dispute with Avantio and work towards a resolution. You expressly agree not to dispute fees with your issuing credit card company, which could result in a “chargeback” to Avantio. Declined, refused and/or returned payments may result in a $50 service charge payable immediately. Avantio reserves the right to place your account on hold, suspend your access to the Avantio Services and/or terminate the Avantio Services if you have an outstanding balance (whether paying via check, credit card or wire transfer), 10 days after a payment reminder is sent to you by Avantio. If you have had your account deactivated, you will have to pay a $250 reinstatement fee. NOTE that the prices for the Avantio Services may be adjusted on an annual basis, effective on each anniversary date of the Effective Date, upon at least sixty (60) days written notice from Avantio to the Billing Contact.

6. Cancellation of the Avantio Services

6.1. How can You Cancel the Avantio Services?

You must provide Avantio with a 90-day notice prior to deactivation of your account. Prior to the deactivation of the Avantio Services, all outstanding invoices shall be brought current. Following Avantio’s confirmation that your account balance has been settled, your data will be deleted within 10 business days.

6.2. Cancellation of the Avantio subscription or service

Avantio reserves the right to cancel the services of Avantio in any given moment, following a written notice of at least one month.

Avantio will be able to cancel the subscription or provision of services immediately for the following motives:

1. Non-payment .
2. Unauthorised authorization or access to Avantio software to third parties, without the explicit consent of Avantio.
3. Unauthorized divulgement / circulation of classified information on Avantio technology
4. Publicly stated opinions which could damage the image of the Avantio brand.

6.3 Reimbursement

The service fees paid will not be reimbursed as long as the client has had access to the service. In the case of contract cancellation on a specific date, from which there is still a remaining period in advance paid, the corresponding part will be reimbursed.

7. Ownership of Avantio Services, Data and Content

Avantio is the exclusive owner of the Avantio Services and your use of the Avantio Services does not provide you any right or interest in any of Avantio’s intellectual property, including but not limited to common designs, layouts, content, program code, scripts, database structures, and other intellectual property of Avantio, with the exception of user-uploaded content and data. Graphic designs or content created by Avantio specifically for you as part of Avantio’s Services belong to you and can be used in other contexts; all other design elements (including customizable website templates) are the sole property of Avantio.

7. 1 Confidentiality

All the information regarding the structure, design, functionalities and launches of Avantio software are strictly confidential on a client-provider basis. The client is not entitled to share any information regarding the Avantio software with any third party, which may incur in a conflict of interest. The client cannot use the name of the Brand Avantio nor make any public statement regarding the company unless approved by Avantio representatives.

8. Content that You Upload (customer content)

Avantio does not have any property interest in your user-uploaded information. Avantio has the right to store and/or transmit information you provide, and you agree to indemnify and hold Avantio harmless from and against any and all claims or causes of action that may arise with respect to such information. You are solely responsible for obtaining any and all necessary consents and clearances required to lawfully make use of any and all intellectual property rights through Avantio services, including without limitation, clearances and consents with respect to your domain name(s). You agree that all information submitted to, stored, or distributed by you in connection with the Avantio Services (i) shall not be false, inaccurate, fraudulent, or misleading; (ii) shall not infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) shall not violate any law, statute, ordinance, or regulation; (iv) shall not be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (v) shall not contain sexually explicit, obscene, or pornographic content; (vi) shall not contain speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; (vii) shall not contain graphic violence; (viii) shall not express statements or positions regarding politically sensitive or controversial issues, or contain other political content; (ix) shall not contain any viruses, trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any data or personal information; and (x) shall not create liability for Avantio or cause it to lose, in whole or in part, customers or the services of service providers or other suppliers. Avantio strongly recommends that with the help of an attorney, you create your own set of terms and privacy policy and other agreements applicable to your business and jurisdiction where you operate. If You choose to use generic “document templates” provided by us, you agree that (a) you are aware that Avantio is not a law firm or lawyer, does not provide legal advice, and has made no investigation if, and makes no representation or warranty as to whether, such materials are applicable to or suitable for your business or jurisdiction or are in compliance with applicable laws, and you waive any and all claims and causes of action against Avantio, and agree to indemnify and hold Avantio harmless from any and all results, losses, liabilities, claims, damages, judgments, costs or expenses (including attorneys’ fees) arising with respect thereto or resulting therefrom.

9. Authorship Mark and Client References

You agree that Avantio can place a reasonably size and positioned logo and/or text link on website pages included in the Avantio Services, including on publicly accessible pages of your website. You also agree that Avantio may reference its relationship with you for marketing, promotional, and commercial purposes.

10. Disclaimer

The Avantio Services and all information provided by Avantio in connection with the Avantio Services are provided to you on an “AS IS” basis, without warranty of any kind, express or implied, including, without limitation, as to the merchantability, fitness for a particular use or purpose, or any other warranty, condition, guaranty, or representation, whether oral or in writing, and you accept the Avantio Services, as generally provided or as customized for your use, at your own risk. Avantio’s system may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Avantio is not responsible for any delays, delivery failures, or other damage resulting from such problems.

11. Limitation of Liability

In no event shall Avantio or any of its affiliated or related parties be liable for any indirect, incidental, punitive, exemplary, incidental, special or consequential damages, or for any loss of data, revenue, profits, use or other economic advantage arising out of, or in any way connected with the Avantio Services, these Terms of Service or the parties’ activities hereunder, whether based on warranty, contract, tort, negligence, or any other legal or equitable theory, and even if Avantio is advised of the possibility of such damages. In particular, under no circumstances shall Avantio be liable for any direct, indirect, incidental, special, or consequential damages that result from your use of or your inability to use the Avantio Services, due to a server or another technical failure in the Site, whether or not attributable to us. The foregoing limitation of liability shall apply whether in an action at law, including but not limited to contract, negligence, or other tortious action; or an action in equity, even if one of our authorized representatives have been advised of or should have knowledge of the possibility of such damages. Naturally, we will use our commercially reasonable best efforts to correct any failure on the Site as soon as practicable. In the event liability is assessed against Avantio or any of its affiliated or related parties, the aggregate liability of such parties shall not exceed the amounts actually paid by you in the one (1) month period immediately preceding the event giving rise to such claim. Any claims arising in connection with your use of the Avantio Services must be brought within six (6) months of the date that the event giving rise to such action occurred.

12. Avantio’s Relationship with You

Avantio’s relationship with you shall be that of an independent contractor. Nothing in these Terms of Service shall be construed to create a partnership, joint venture, or employer-employee relationship.

13. Avantio Partner Relationships

If Client chooses to activate any services provided by an Avantio Partner, client grants the explicit right for Avantio to share to this partner any client information necessary for operational, billing and auditing purposes, including but not limited to customer and reservation data and client data.

14. Indemnification

You hereby agree to indemnify and hold Avantio and its related parties, and their respective officers, directors, employees, and agents harmless from and against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim made by a third party relating to your use of the Avantio Services or any breach or violation of these Terms of Service.

15. Modifications to these Terms of Service

Avantio reserves the right to modify these Terms of Service, without prior notice, at any time and from time to time. Any such modification is effective upon the posting of same by Avantio on its Site. Avantio may also notify its clients of any modifications by email or other correspondence to the client’s designated contact address. Avantio recommends that clients review these Terms of Service periodically for any changes that may have been made. A client’s continued use of the Avantio Services or Site subsequent to any such changes means that the client agree to be bound by those changes. The most current version of these Terms of Service and such policies supersedes all previous versions.

16. Severability

These Terms of Service are severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

17. No Waiver

No failure on the part of Avantio to enforce any part of these Terms of Service shall constitute a waiver of any of Avantio’s rights under these Terms and Conditions, whether for past or future actions on the part of any person. Neither the receipt of any funds by Avantio nor the reliance of any person on Avantio’s actions shall be deemed to constitute a waiver of any part of these Terms and Conditions. Only a specific, written waiver signed by an authorized representative of Avantio shall have any legal effect whatsoever.

18. Applicable Law

If you are based in Europe or other country (except United States) , you agree that the laws of Spain, without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between you and Avantio. If you are based in the United States (US), you agree that the laws of the State of Florida, United States of America, without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between you and Avantio.

19. Disputes

If you are based in Europe or other country (except United States), any dispute relating to a Business Proposal or these Terms of Service shall be submitted to the courts of Valencia, Spain. If you are based in the United States (US), any dispute relating to a Business Proposal or these Terms of Service shall be submitted to confidential arbitration in Florida, United States of America. Arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration shall be joined to an arbitration involving any other party subject to these Terms of Service, whether through class arbitration proceedings or otherwise.

Avantio support & onboarding services agreement

This support & onboarding services agreement is part of AVANTIO´S Terms of Service Contract that the Vacation Rental Agency (hereinafter “The customer”) is due to sign upon commencing a commercial collaboration with Avantio. The following is part of the contract therefore The Agency accepts the terms and conditions described below.

A. ONBOARDING

• Avantio will provide the customer with an implementation specialist (hereinafter “The trainer”) who will provide guidance in the system setup and management according to the protocol established and layed out below. Additionally, the trainer may provide help and advice on best practices to correctly configure the system to best adapt the customer’s needs. The trainer will be the main point of contact during the onboarding process and the customer should not make use of any support agents until the implementation process is finished.
• Avantio will provide the customer with the login details after their account has been created vía email to the customer´s main point of contact (the manager).
• There are various steps in the Onboarding process that must be followed accordingly:

1.1. Kick-off call: The customer will receive a welcome email from their assigned trainer with their login details and have straight away access to use Avantio’s software. Following this email, the trainer contacts the customer by phone for further introduction, clarification of protocols and setup a starting date for the onboarding.

1.2. Business Review: Prior to signing this contract, the customer has thoroughly done a business review with their Business Development Manager and concluded that Avantio software responds to their business’s needs, particularities of work and requirements. By signing this agreement the customer explicitly accepts the Avantio software AS-IS and not looking for a trial period of our licensed software.

1.2.1. Should there be any particular aspects of their business, the customer must inform their assigned trainer of this before commencing the onboarding. The trainer will advise on any additional configurations or required personalizations in the customer’s account.

1.2.2. Should the Avantio software not adapt to the client’s requirements, the customer accepts that there will be no refund of the Onboarding fees associated.

1.3. VRMS training: the customer will receive a 7 (seven) hour training divided into 7 (seven) one-hour sessions that will enable the customer to correctly set up the Avantio system and manage independently its core functionalities.

1.3.1. Prior to commencing the training phase, the customer must fulfill the following tasks in their Avantio VRMS account:

• set up the company details, legal names and contact information
• set up the users of the company that will have access to the Avantio system
• set up the extra services by default
• set up 5 (five) properties with associated rates, photo gallery and occupancy rules

1.3.2. In order for the customer to fulfill the tasks described in point 3.3.1, Avantio will provide a Quick Startup Guide where all steps shall be clearly described and explained.

1.3.3. Failing on behalf of the customer to have fulfilled the tasks described in point 3.3.1 will enable the trainer to postpone the commencing of the VRMS training until the above mentioned are completed. The customer understands that this delay will affect the Implementation timeline described further down below.

1.3.4. The VRMS 7 (seven) hour training will be divided in different sessions. The trainer can take full liberty to modify the structure of this agenda to better comply with the customer’s needs. All points in The Training Agenda must be covered to ensure full autonomy in the management of the Avantio system.

1.3.5. In between each session the customer will have to apply the knowledge acquired and input their agency’s data as instructed by the trainer. Failing to do so on behalf of the customer may result in postponing the following session or cancellation of such if not advised with a minimum of 24 (twenty four) hours in advance. Repeated delays may result in the cancellation of the Onboarding process should the Protocols and Timelines not be respected.

1.3.6. Data input: should the customer find delays with the data input, Avantio can provide at an additional cost a Fast Startup service and/or the automatic import of data (bookings, clients and owners). The automatically input data must follow the exact template provided by Avantio and any errors caused by uncleaned data will not be held against Avantio.

1.4. Channel Manager Training: once all the steps described in point 3.3. VRMS Training have been completed successfully, the customer will receive an additional 3 (three) hour training for the use of the Avantio Channel Manager.

1.4.1. The customer accepts that at this point the management of the Avantio VRMS is at an autonomous level and all the required configurations as instructed by the trainer have been completed correctly. Avantio will take no responsibility on errors that might occur due to negligence or wrongly configured data.

1.4.2. Avantio will provide the customer with the full documentation available on each connection of the Channel Manager, including compatibilities, limitations and management of each portal and associated bookings.

1.4.3. Before connecting their properties to a designated portal, the customer declares to have thoroughly read all the provided documentation and understood the use of the connection. The trainer will respond any additional questions before going live. Avantio will not take any responsibility for lack of knowledge or information hereinafter.

1.4.4. Once the connection has been established successfully, the trainer will monitor along with the agency for any possible misconfigurations or errors in the connection. The trainer will assist in fixing those errors to ensure full success of the launch of the Channel Manager.

1.5. Training Follow-up: after the client has successfully finished the activation of the Channel Manager, the Onboarding process is completed and the customer now enters the Training follow-up period of 2 (two) weeks. During this time, all questions that might come up or support needed will be provided by the trainer, who at this point is still the customer’s only point of contact.

1.6. Training Completion: after the training follow-up period has been completed, Avantio considers the Onboarding Protocol completed. The assigned trainer will now introduce the customer to the support team and explain the means of communication with the support agents and the Onboarding timeline will be closed.

1.6.1.Upon successfully graduating from the Onboarding protocol, the Trainer will assign the customer an average rating based on overall evaluation of their performance, accompanied by a certificate of knowledge that enables the customer to autonomously make use of the Avantio system.

1.6.2. Hereinafter, the customer’s main point of contact will become the support team through the means specified below and in the situations described in the section Support Services.

1.7. Website onboarding: should the customer have purchased the construction of a corporate website, a specialized Project Manager will be designated. The Web Project manager will inform the customer of the onboarding protocol, website construction timeline, as well as provide training on the web-related functionalities of the Avantio system.

ONBOARDING TIMELINE

1. The duration of the Onboarding protocole is of no longer than 15 (fifteen) business days from the first day of engagement. The timeline assigned to the trainer for each implementation must be respected as such. It can exceptionally be extended to a period no longer than 5 (five) additional working days.
2. The customer must respect the timeline and fulfill all the tasks as instructed by the trainer to ensure on-schedule completion.
3. Failure to do so will result in the cancellation of the Onboarding protocol and freezing of the training fee paid by the customer as described below.
4. The Onboarding protocol is a one-time implementation service and cannot be repeated.
5. Additional training sessions can be purchased upon request.
6. This timeline is expressed for online training process and does not apply to in-house training which can be granted upon request at different timelines and costs.

B. SUPPORT SERVICES

1. Once the Onboarding process has been completed, the customer can now make use of the Support Services provided by Avantio. 2. The three means of communication with the Avantio support team are by logging in an incidence using the Customer Portal, vía chat online and phone.

2.1. Technical enquiries – You can report technical or system issues via email using our Customer Portal. Once generated, all enquiries will have associated a tracking number which must be used as reference in any interaction with the support team on that issue. Once a technical enquiry has been logged, the customer cannot duplicate it by registering a phone or chat enquiry. This can cause delays in management and may result in cancellation of one of the enquiries.

2.2. Online Chat – The most effective contact for queries and requests that can be resolved efficiently without more detailed attention. The duration of an Online chat should not exceed 10 minutes. Otherwise, the operator is entitled to request the customer to submit a technical incidence for further revision.

2.3. Telephone – The support team will receive immediate or urgent requests by phone. Requests submitted through the customer portal must be referred to with the tracking number should the customer have a query about that matter.

3. Situations of use of the Support Services: the customer can access the Support services only in the following situations: reporting technical errors, system failure or bugs, requesting the activation of a new functionality or module, requesting the creation of a new location in the database or requesting revision of an incidence. The Support team does not cover data input, implementation or configurations. Any modification in the customer’s account must be done by an authorized user of the Customer company.

4. Knowledge Base material: the customer will have full access to the Avantio user guides, manuals, and knowledge base material to enable acquiring full knowledge on the use of the Avantio system. Any queries related to system functionality, configuration or compatibilities must be first consulted in the Knowledge Base material. Only if the answer is not found within the documentation, can the client log in a technical incidence with the support team for further clarification.

5. Support services availability: support is provided to the customer from Monday to Friday from 9am until 6pm CET. Limited support is provided on bank holidays, except December 25th and January 1st, where no support will be provided.

In emergency situations, critical errors or system downtime, clients have available to them an emergency email contact: help@avantio.com. These emails should be written in either English or Spanish and contain the Company Name and the description of the incident/error – only in cases which are “Business Critical”, as described below.

The Company should provide as much information as possible regarding the incident/error (e.g. when the error occurred, which part(s) of the system are affected, which users, which properties, which bookings are affected), accompanied by screenshots, as well as a contact telephone number on which our support team can reach you on should that be necessary.

For any incident/error not categorised as Business Critical and reported to help@avantio.com, the client should register the incident/error via the normal channels (email ticketing) and it will be treated as a normal incident/error by the support team and not an emergency, and the client shall receive an answer via those normal channels.

6. Customizations: should the customer present the support team with a requirement of a personalized or customized functionality, this will be transmitted to the corresponding team for evaluation. After full assessment of implications and viability, the customer will be provided with a separate quote and timeline for this implementation.

7. Data recovery: should the customer be faced with the situation of any data having been deleted accidentally by a member of the customer’s company, Avantio will not be held responsible for such data loss. Data recovery can be requested and will be invoiced as an additional service. The technical team will evaluate the possibility to recover the lost data and will provide the customer with a separate quote and time of execution for this service.

C. CUSTOMER OBLIGATIONS

1. The nature of this engagement will require significant commitment on behalf of the customer’s company in order to fulfill the timeline and tasks as described in this contract. Therefore, the customer must ensure effective participation throughout the onboarding process.
2. The customer has the obligation to attend all training sessions and ensure all interested parties from its team are present and receive full training. The customer must assign an internal implementation manager that will liaise hand in hand with the trainer as main point of contact.
3. Any new members on boarded by the customer in its company must be trained on the use of the Avantio system. This can either be done by the customer providing internal training to its team or by contracting additional training from Avantio. New untrained members in the customer’s company cannot make use of the Support Services unless knowledge of system management is validated.
4. The customer must fully respect the timeline for the onboarding process, complete the tasks assigned after each session and inform the trainer of any query during the onboarding.
5. The customer accepts that failure to comply with any of the steps indicated in this contract may lead to a suspension of the Onboarding protocol or may incur into additional costs of implementation for which Avantio will not be held responsible.
6. The customer must correctly log in technical incidences, providing examples, print screens and all necessary information for the Support team to be able to review their incidence.
7. The customer will at all time make responsible use of the Support services and will treat all Support agents in a respectful and polite manner.

D. CANCELLATION

The customer has the right to cancel or postpone a maximum of 2 (two) scheduled training calls with at least 24 (twenty-four) hours in advance by notifying the assigned trainer by phone or email. An alternative date will be provided by the trainer. Cancellation or modification of any scheduled training with less than 24 (twenty-four) hours in advance will lead to the cancellation and loss of that training session. Force majeure situations are exempt. The cancellation or modification of more than 3 (three) scheduled training sessions will lead to the full cancellation of the Onboarding protocol and the loss of the Onboarding fee. Restarting the Onboarding protocol after having been cancelled implies the payment of a new Onboarding fee.

E. ONBOARDING EVALUATION

Once the training has been finalized, the trainer will award a mark for each of the following:

• Commitment to the training
• Performance and knowledge of the software
• Interaction with the trainer
• Following of protocols
• Implementation steps and connection to channels

F. ASSOCIATED FEES

1. SETUP FEE: the Setup Fee is an initial investment done by the customer to cover the Onboarding protocol. Should the evaluation of the training be positive in the final report, with an average score of over 3.5 / 5, the training investment will be converted into credit which the customer can claim against new Avantio products, after 1 year of collaboration.
2. Support fee: free of charge. The Support Services are provided by Avantio at no additional cost, as are included in the monthly quote for the use of the System. However, an abuse of support services with no justified reason may cause an additional fee or the suspension of the service.
3. Special Training and Orientation may be provided by the company to train teams of more than 4 people. These sessions will be charged separately and under quotation request and may also be given at the customer´s Headquarters.

This document has last revised and updated on 28 August 2020.