Terms & Conditions
These General Terms of Services apply to Lithuanian company UAB “Malonas” (the Licensor) delivered services and software. The following shall apply in the following hierarchy: firstly, the provisions of the written contract concluded between UAB “Malonas” and the customer (the You or the Licensee), secondly, the provisions of the General Terms of Services provided below. For avoidance of doubt, the parties may agree on different terms and conditions in the mutual contract between them.
General Terms of Services shall also be regarded and referred to as software license agreement (the License) which is a binding contract between You, as a licensed enterprise customer, on the one side, and UAB “Malonas”, on the other side. By deploying or using Mybestay, consisting from mobile applications (android and IOS) and web platforms for Partners (the Software), You are agreeing that Your use of the Software shall be governed by the terms and conditions of this License. If You do not agree to the terms of this License, do not install or use the Software, and return the Software (including the documentation) to the Licensor.
0. Subject of the License.
The Licensor is provider of communication Software between operators of accommodation facilities and their clients. The Licensee is provider of accommodation services. The Licensee wishes to deploy the Software in its own business in order to provide better services and experience to its clients. The Licensee undertakes to deliver the Software for its client in the accommodation facility by means of all promotion tools available, above all by a link in the booking e-mail, welcome SMS, by posters at the reception desk, and others means that the Licensee and the Licensor consider appropriate.
Subject to Your compliance with this License, You are granted a limited use, nonexclusive, non-transferable license to install, store, load, execute, display and use the Software for the purposes limited to Your own business purposes. You are permitted to make the Software available for use to unlimited number of Your clients, provided, however, that they agree to comply with this end-user license, which will be provided separately to them by the Licensor. You are not permitted to use, copy, modify, or transfer the Software or any copy of it in whole or in part, or grant any rights in the Software or the accompanying documentation, except as expressly provided in this License or authorized by the Licensor.
2. Permitted Use.
The license granted under this License permits You to do only each of the following, and all other rights are expressly reserved by the Licensor: (i) to deploy the Software in production environment and to use it for Your own business purposes; (ii) to use the Software only in the manner described in the Software documentation and only on computers which have the minimum system requirements described in the Software documentation; (iii) install and use the Software only in a manner authorized by the Licensor.
3. No maintenance or development services.
The Licensor is not obligated to provide any upgrade, maintenance and software development services for the Software under this License, unless agreed otherwise by the parties in writing. You acknowledge that this License does not entitle You to any Software upgrades, maintenance or further developing from the Licensor. You may purchase the Software maintenance and developing services as well as additional Software modules, if any, by concluding a separate software support agreement with the Licensor. The License is applicable to all future modifications, alterations and extensions of the Software, unless otherwise indicated by the Licensor.
4. Other Restrictions.
You may not transfer or assign the Software or any copy of it to any third party. You may not modify or create derivative works based on the Software, neither may You market, rent, sublicense, sell or otherwise distribute the Software or any modifications to any third party. You shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Software or its documentation or the delivery or distribution of any part thereof to any third party or entity, for any purpose whatsoever, without the prior consent of the Licensor. You shall not alter or remove from the Software or its documentation any proprietary, copyright, trademark or trade secret legend. The Software must include all proprietary notices or legends included on the Software when it was delivered to You. The original and any copies made of the Software and other materials, in whole or in part, are the Licensor’s property and subject to the terms of this License.
5. Source Code of Software.
The Software shall be provided to You and used solely in a machine-readable object code format, unless You agree otherwise in writing with the Licensor. The source code of the Software shall not be provided to You.
6. License fee.
The License fee is 1.5 Euro/room per month. The Licensee undertakes to pay the Licensor the License fee for using the Software. The License fee shall be paid in advance on a monthly/quarterly or yearly basis by a chosen payment method. The Licensor is entitled to change the License fee unilaterally by sending 3 months advanced notice. The Licensee may, within 7 days from the delivery day of the price change notice, terminate the License. Prepaid License fee is not refundable in case of the License termination by the Licensee.
Invoices will be sent by e-mail and will not be signed. Invoices are to be paid within 7 calendar days. Delayed settlement is subject to default interest of 10 per cent per year. The Licensor has the right to refer any claim arising out of an unpaid invoice to a debt collection agency with a five-day notice to the Licensee given in advance, if the Licensee does not settle the debt in the notice period. For the purposes of debt collection, the Licensee permits disclosing of the information and documents to the third parties.
The amount of the License fee is without VAT. The VAT shall be accounted in accordance with the legal regulations as applicable and paid by the Licensee.
7. Proprietary Rights.
You do not obtain title to or any ownership or proprietary rights to the Software or to any part of the Software by this License. The Software is owned by the Licensor and its suppliers, which retain all rights, title and interest therein. The Software is protected by the Lithuanian and international copyright, patent, trademark, trade secret and other laws. You acknowledge that the Software, its copies, its adaptations, its enhancements and modifications, major and minor releases, derivative works, and the related documentation constitute valuable intellectual property of the Licensor and its suppliers and that all title and ownership rights in the Software and related materials remain exclusively with the Licensor and its suppliers. The Licensor reserves all rights with respect to the Software, its copies, adaptations, enhancements and modifications, major and minor releases, derivative works and the related documentation under all laws of the Republic of Lithuania and other jurisdictions designated for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks, service marks, and patents. You acquire only a limited license to use the Software for Your own business purposes.
The Software is provided on an “AS IS” basis and has no warranty period. The Licensor does not warrant that the operation of the Software will be uninterrupted or error-free or that its output results will fit for a particular purpose. The Software updates, if any, are also provided on an “AS IS” basis and without warranty of any kind, except if updates are provided under separate software support agreement. To the maximum extent permitted under applicable law, the Licensor, its affiliates, its licensors, and its suppliers make and You receive no warranties or conditions, express, implied, statutory, or otherwise, and the Licensor, its affiliates, its licensors, and its suppliers specifically disclaim with respect to the Software, its output results and support any conditions of quality, availability, reliability, security, lack of viruses, bugs, or errors, and any implied warranties, including, without limitation, any warranty of title, quiet enjoyment, quiet possession, merchantability, non-infringement, fitness for a particular purpose, or any other warranties arising from the course of dealing, performance or usage of the Software and its output results. Any defects in the Software shall be charged and fixed by the Licensor under a separate software support agreement concluded between You and the Licensor. You shall be solely and fully responsible for correctness of input data into the Software and the usage of the Software output results in your projects.
9. Limitation of Liability.
To the extent permitted by applicable law, You agree that neither the Licensor nor its affiliates, its partners, its suppliers, or its authorized distributors shall be liable for any loss of data, loss of income, loss of opportunity or profits, damages suffered by You, Your customers or business partners, loss arising out of inability to use the Software, cost of recovery, loss arising from Your business interruption, loss from Your use of the Software output results or support services or any other special, incidental, consequential, or indirect damages arising out of or in connection with this License and the Software usage. This limitation of liability will apply even if the Licensor, its affiliates, its partners, its suppliers, and its authorized distributors have been advised of the possibility of such damages. To the extent permitted by applicable law, in no event shall the liability of the Licensor, its affiliates, its partners, its suppliers, and its authorized distributors exceed the 30% of the amount paid for the annual Software License fee or annual support fee at issue. You acknowledge that the License or support fee, if any, reflects this allocation of risk.
You agree to indemnify, defend and hold harmless the Licensor, its licensors, its partners, its suppliers, their affiliates, and their respective directors and employees, as applicable, against any and all claims, damages, losses and expenses, as incurred, arising from or in connection with or otherwise with respect to any claim, demand or legal action by Your client, potential client, employee, consultant, independent contractor or agent (or any of Your affiliates), or by a third party, related directly or indirectly to Your use of the Software for any purpose, except to the extent such claim arises from the Licensor’s infringement of a third party’s intellectual property rights (such claim being an “Infringement Claim”). The Licensors shall indemnify and defend, or at its option, settle, any claim, suit or proceeding brought against You for an Infringement Claim, provided You promptly notify the Licensor in writing of Your notification or discovery of an Infringement Claim such that the Licensor is not prejudiced by any delay in such notification. The Licensor will have sole control over the defence or settlement of any Infringement Claim and You will provide reasonable assistance in the defence of the same. Following notice of an Infringement Claim, or if the Licensor believes such a claim is likely, the Licensor may at its sole expense and option: (i) procure for You the right to continue to use the alleged infringing Software; (ii) replace or modify the Software to make it non-infringing; or (iii) accept return of the Software. The Licensor assumes no liability for any Infringement Claims or allegations of infringement based on: (i) Your use of the Software after notice that You should cease use of such Software due to an Infringement Claim; (ii) any modification of the Software by You or at Your direction; (iii) Your combination of Software with non-Licensor programs, data, hardware, or other materials, if such Infringement Claim would have been avoided by the use of the Software alone; or (iv) Your use of the Software in a manner not authorized by this License. The foregoing states Your exclusive remedy with respect to any Infringement Claim.
You agree to allow the Licensor to audit Your compliance with the terms and conditions of this License upon prior written notice. If any such audit shows that You have breached this License, without limitation of other remedies, the Licensor may terminate this License, if You do not remedy such breach within a reasonable period set by the Licensor.
This License is effective until terminated. The Licensor may terminate this Agreement at any time for Your material breach of this License or Your failure to comply with any law applicable to the use of the Software. This License shall terminate immediately and automatically (without additional notice from the Licensor and without refund) upon Your breach of any term contained herein, provided You fail to remedy such breach within 30 (thirty) calendar days of receiving notice requiring to do so. The operation of the Software may be suspended due to outstanding fees to the Licensor. You may also terminate the License unilaterally at any time by 3 months termination notice and by uninstalling the Software from Your media and deleting all copies of the Software in any form from any computer on which it is loaded. Upon termination of this License, You agree to cease using the Software and to either destroy or return to the Licensor the Software, its documentation, and all copies thereof and to certify the foregoing in writing to the Licensor. The termination of the License for whatever reason does not entitle You to any refund of paid License fee. Termination of this License shall not relieve You from Your obligation to comply with all the terms of this License which call for performance prior or subsequent to the termination date, including Your obligation to pay outstanding fees, to protect proprietary and/or confidential information and to destroy the Software and other materials as provided in this License.
13. Provided Content.
If the Licensee publishes any content in the Software, the Licensee shall have permission for such publishing. The Licensee shall be fully responsible towards the Licensor for any and all damages which may arise to the Licensor from the infringement of that obligation. The Licensee is fully liable for the content, which he provides or publishes in the Software as well as provides to the Software end-users. The Licensee shall not infringe intellectual property rights of any third party. The Licensee provides to the Licensor nonexclusive, worldwide, royalty-free license to use all content provided by the Licensee in the Software for an indefinite period of time for the purpose of the content integration and further use in the Software.
14. Governing Law and Venue for Dispute Resolution.
This License shall be governed by and construed in accordance with the laws of the Republic of Lithuania. The parties shall attempt to solve any disputes arising out of the License amicably by negotiations within 30 (thirty) calendar days. All disputes arising out of or in connection with the License shall be finally settled in general competence courts of the Republic of Lithuania in Vilnius city.
15. Entire Agreement.
This License as well as mutual contract between the parties contain the full and entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, inducements, and conditions, express or implied, oral or written, relating to the subject matter hereof, except as may be otherwise agreed. The Licensor has the right to modify the terms and conditions of this License unilaterally by notifying the Licensee thereof 3 (three) months in advance.
16. Authorized Distributors and Resellers.
The Licensor’s authorized distributors and resellers do not have the right to make modifications to this License or to make any additional representations, commitments, or warranties binding on the Licensor.
18. Other Conditions.
No decision, act, or inaction of the Licensor shall be construed to be a waiver of any right or remedy. If any part of this License is held to be invalid or unenforceable such determination shall not invalidate any other provision of this License. In the event any provision of this License is deemed unenforceable, or void, or invalid, such provision shall be modified so as to make it valid and enforceable and as so modified the entire License shall remain in full force and effect.
19. How to Contact the Licensor.
Should You have any questions concerning General Terms of Services or the Software use, or wish to contact the Licensor for any reason, please write to UAB “Malonas” by email: firstname.lastname@example.org.