Agreement and Order of Precedence
These Subscription Terms of Service (the "Terms") apply to every Order Form between Reflect IQ LLC, a California limited liability company ("ReflectIQ"), and the customer named in that Order Form ("Customer"). Each Order Form, together with these Terms and any document they expressly incorporate, forms one agreement (the "Agreement").
Customer accepts the Agreement by signing an Order Form, accepting it electronically, or using the Platform. The person accepting confirms they have authority to bind Customer.
Order of Precedence. Any change to these Terms that is specifically listed in an Order Form (for example, in a "Special Terms" section) takes precedence over any conflicting provision of these Terms, but only for that Order Form. Otherwise, if documents conflict, they control in this order: (a) a signed amendment or addendum that expressly modifies these Terms; (b) changes specifically listed in an Order Form, as described above; (c) these Terms; (d) the rest of the Order Form; and (e) any policy referenced in these Terms. Pre-printed terms in a Customer purchase order or vendor portal have no effect, even if acknowledged by ReflectIQ.
1. Definitions
Capitalized terms have the meanings below or where they first appear in quotation marks.
"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests or having the power to direct its management.
"Aggregated Data" means data derived from Customer Data and use of the Platform that has been combined with other data and de-identified so that it does not identify Customer, any Property, or any individual.
"AI Features" means any functionality of the Platform that uses machine learning, large language models, or similar technology, including forecasts, pricing recommendations, and conversational assistants.
"Authorized User" means an employee or contractor of Customer (or of a Property's manager or owner) whom Customer permits to use the Platform.
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential.
"Customer Data" means data that Customer or its Authorized Users submit to the Platform or that ReflectIQ retrieves from Customer's systems at Customer's direction, such as property management, booking, and rate data.
"Documentation" means ReflectIQ's then-current user guides and product descriptions for the Platform.
"Fees" means the amounts stated in an Order Form.
"Order Form" means an ordering document, quote, or online checkout signed or accepted by both parties that references these Terms.
"Personal Data" means information relating to an identified or identifiable individual, including hotel guest information.
"Platform" means ReflectIQ's hosted revenue management and analytics software, including AI Features, APIs, and Documentation, as described in an Order Form.
"Professional Services" means implementation, training, consulting, or other services described in an Order Form or statement of work.
"Property" means a hotel or other lodging asset identified in an Order Form.
"Subscription Term" means the period of access stated in an Order Form, including any renewal.
2. The Platform
2.1 Access. During the Subscription Term, ReflectIQ grants Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Platform for the Properties listed in the Order Form, solely for Customer's internal business purposes and within any usage limits in the Order Form.
2.2 Updates. ReflectIQ may update, improve, or replace features of the Platform. ReflectIQ will not make a change during a Subscription Term that materially reduces the core functionality Customer purchased. If it does, Customer may terminate the affected subscription on written notice within 30 days and receive a refund of prepaid Fees for the remaining period.
2.3 Support. ReflectIQ will provide standard email and in-app support on business days at no additional charge. An in-app support request may include a screenshot of the page the Authorized User is viewing and related page context, which ReflectIQ uses only to respond to the request. Any service level commitments apply only if stated in the Order Form.
2.4 Professional Services. Professional Services are provided as described in the applicable Order Form or statement of work. Unless agreed otherwise in writing, ReflectIQ owns all work product it creates, and Customer may use deliverables as part of its permitted use of the Platform.
2.5 Trials and Beta Features. ReflectIQ may offer free trials or features labeled beta, preview, or similar. These are provided "as is," may be changed or withdrawn at any time, and carry no warranty, support, indemnity, or service level obligations. ReflectIQ's total liability for them is $100.
3. Customer Responsibilities
3.1 Accounts. Customer is responsible for its Authorized Users' compliance with the Agreement, for keeping credentials secure, and for removing access when a user no longer needs it. Customer will notify ReflectIQ promptly of any suspected unauthorized access.
3.2 Cooperation. Customer will provide the system access, integrations, and information ReflectIQ reasonably needs to set up and deliver the Platform. ReflectIQ is not responsible for delays or failures caused by Customer or its third-party vendors.
3.3 Restrictions. Customer will not, and will not permit anyone to:
copy, modify, reverse engineer, or attempt to derive the source code, models, or algorithms of the Platform, except as applicable law expressly permits;
resell, sublicense, or provide the Platform or its outputs to anyone other than Authorized Users;
use the Platform or its outputs to build or train a competing product;
scrape, crawl, or extract data from the Platform by automated means other than ReflectIQ's published APIs;
bypass security or usage limits, or interfere with the Platform's operation;
upload malicious code or content that infringes third-party rights or violates law; or
use the Platform in violation of applicable law, including antitrust, consumer protection, and sanctions laws.
3.4 Suspension. ReflectIQ may suspend access, with notice where practicable, if Customer's use threatens the security or integrity of the Platform, violates Section 3.3, or if undisputed Fees are more than 15 days overdue. ReflectIQ will restore access promptly once the issue is resolved.
4. Fees and Payment
4.1 Invoicing. Subscription Fees are invoiced annually in advance unless the Order Form states otherwise. Usage-based Fees are invoiced monthly in arrears. Invoices are due within 30 days of the invoice date, in U.S. dollars.
4.2 Card and ACH Payments. If Customer pays by card or ACH, Customer authorizes ReflectIQ and its payment processor to charge the payment method on file for recurring Fees until the Agreement ends.
4.3 Late Payment. Overdue amounts accrue interest at 1% per month, or the highest rate permitted by law if lower. Customer will reimburse reasonable collection costs for undisputed amounts.
4.4 Disputes. Customer must notify ReflectIQ in writing of any good-faith invoice dispute within 30 days of the invoice date and pay the undisputed portion on time. The parties will work promptly to resolve the dispute.
4.5 Taxes. Fees exclude sales, use, value-added, and similar taxes. Customer is responsible for those taxes, other than taxes on ReflectIQ's net income, unless it provides a valid exemption certificate.
4.6 Renewal Pricing. ReflectIQ may increase Fees for a renewal term by giving written notice at least 45 days before the renewal date. Fees are non-refundable except as these Terms expressly provide.
5. Term and Termination
5.1 Term. Each subscription starts on the date in the Order Form and runs for the initial Subscription Term stated there. It then renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the current term ends. The Agreement remains in effect while any Order Form is active.
5.2 Termination for Cause. Either party may terminate the Agreement or an Order Form on written notice if the other party (a) materially breaches the Agreement and fails to cure within 30 days after receiving notice describing the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within 60 days.
5.3 Effect of Termination. When a subscription ends, Customer's access ends and all unpaid Fees for the term become due. If Customer terminates for ReflectIQ's uncured breach, ReflectIQ will refund prepaid Fees for the remaining period. If ReflectIQ terminates for Customer's uncured breach, Customer will pay any Fees remaining for the then-current term.
5.4 Data Export and Deletion. For 30 days after termination, Customer may request an export of its Customer Data in a standard format. ReflectIQ will then delete Customer Data from its active systems within 90 days, except copies kept in routine backups or as required by law, which remain subject to Section 9.
5.5 Survival. Sections 4, 5.3–5.5, 6.3, 8, 9, 10.3, 11, 12, and 13 survive termination.
6. Data, Privacy, and Security
6.1 Ownership. As between the parties, Customer owns Customer Data. Customer is responsible for its accuracy and for having all rights and consents needed for ReflectIQ to use it as described in the Agreement, including access through Customer's third-party systems.
6.2 License to ReflectIQ. Customer grants ReflectIQ a non-exclusive, royalty-free license during the Subscription Term to host, process, and use Customer Data solely to provide, secure, and support the Platform for Customer, as required by law, and as otherwise expressly permitted by the Agreement, including Section 6.3.
6.3 Aggregated Data. ReflectIQ may create Aggregated Data and use it during and after the Agreement to operate and improve its products, train its models, and produce market benchmarks and insights. ReflectIQ will not disclose Aggregated Data in a form that identifies Customer, any Property, or any individual, and will not attempt to re-identify it. ReflectIQ owns Aggregated Data.
6.4 Personal Data. Customer will submit only the Personal Data needed for the Platform to function. ReflectIQ will comply with applicable U.S. privacy laws, including the California Consumer Privacy Act, in processing Personal Data. ReflectIQ's Data Processing Addendum, available at reflectiq.com/dpa (the "DPA"), governs ReflectIQ's processing of Personal Data on Customer's behalf as a service provider. By entering into the Agreement, Customer agrees to the DPA, which is incorporated into the Agreement as of its effective date. If the DPA conflicts with these Terms on the processing of Personal Data, the DPA controls.
6.5 Security. ReflectIQ will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, or alteration. ReflectIQ will notify Customer without undue delay, and within 72 hours where practicable, after confirming a security breach affecting Customer Data.
6.6 Third-Party Systems. The Platform connects to Customer's property management, channel management, and other third-party systems. Customer's use of those systems is governed by its agreements with those providers. ReflectIQ is not responsible for their availability, accuracy, or security, or for changes to them that affect the Platform.
7. AI Features and Pricing Recommendations
7.1 Decision Support Only. Forecasts, rate recommendations, and other outputs of the Platform ("Outputs") are tools to support Customer's judgment. Customer makes all final pricing, inventory, and distribution decisions and is solely responsible for them, including compliance with rate parity, price transparency, resort fee disclosure, and competition laws.
7.2 Automated Actions. If Customer enables a feature that pushes rates or takes other actions in Customer's systems automatically, Customer authorizes those actions within the rules and limits Customer configures. Customer is responsible for setting and monitoring those rules and may turn automation off at any time.
7.3 Nature of AI Outputs. AI Features are probabilistic. Outputs may be inaccurate, incomplete, or similar to outputs provided to other customers, and Customer should review them before relying on them. Customer will not input Personal Data into conversational AI Features unless the Documentation permits it.
7.4 Rights in Outputs. Customer may use Outputs for its internal business purposes during and after the Subscription Term, subject to Section 3.3.
7.5 AI Providers. Some AI Features use third-party model providers acting as ReflectIQ's subprocessors. Information Customer submits to those AI Features ("Inputs"), and the resulting Outputs, are sent to and processed by those providers to deliver the AI Features. ReflectIQ will not permit those providers to use Customer Data to train their general-purpose models.
7.6 Changes to AI Features. ReflectIQ may suspend, modify, or discontinue any AI Feature, on notice to Customer, if needed to comply with applicable law or because of a change in the terms or availability of a third-party AI provider. If the change materially reduces the core functionality Customer purchased, Section 2.2 applies.
8. Intellectual Property
8.1 ReflectIQ Property. ReflectIQ and its licensors own the Platform, its models and algorithms, Aggregated Data, and all improvements and related intellectual property rights. No rights are granted to Customer except those expressly stated in the Agreement.
8.2 Feedback. If Customer provides suggestions or feedback, ReflectIQ may use them freely without obligation to Customer.
8.3 Publicity. ReflectIQ may identify Customer by name and logo as a customer in its marketing materials. Customer may opt out at any time by written notice.
9. Confidentiality
9.1 Obligations. The receiving party will use the other party's Confidential Information only to perform under or exercise its rights under the Agreement, and will protect it with at least reasonable care. It may share Confidential Information only with its and its Affiliates' employees, contractors, and advisors who need to know it and are bound by confidentiality duties at least as protective as this Section.
9.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party's information.
9.3 Required Disclosure. The receiving party may disclose Confidential Information if required by law or court order, after giving the disclosing party prompt notice (where legally permitted) and reasonable help to seek protective treatment.
9.4 Duration. These obligations last during the Agreement and for three years afterward, and for trade secrets, for as long as they remain trade secrets.
10. Warranties and Disclaimers
10.1 Mutual. Each party warrants that it has authority to enter into the Agreement and will comply with laws applicable to its performance. Customer warrants that neither it nor any Property owner or manager it acts for is the subject of U.S. sanctions.
10.2 Platform Warranty. ReflectIQ warrants that the Platform will perform materially as described in the Documentation and that Professional Services will be performed in a professional manner. If Customer reports a breach of this warranty within 30 days of discovering it, ReflectIQ will use reasonable efforts to correct it. If ReflectIQ cannot do so within 30 days, either party may terminate the affected subscription and ReflectIQ will refund prepaid Fees for the remaining period. This is Customer's exclusive remedy for breach of this warranty.
10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE PLATFORM, OUTPUTS, AND SERVICES ARE PROVIDED "AS IS." REFLECTIQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REFLECTIQ DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT WILL PRODUCE A PARTICULAR REVENUE, OCCUPANCY, OR FINANCIAL RESULT.
11. Indemnification
11.1 By ReflectIQ. ReflectIQ will defend Customer against any third-party claim alleging that the Platform, as provided by ReflectIQ, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or settlements ReflectIQ approves. ReflectIQ has no obligation for claims arising from Customer Data, combinations with items ReflectIQ did not supply, modifications not made by ReflectIQ, or use in breach of the Agreement.
11.2 Infringement Remedies. If the Platform is, or ReflectIQ believes it may be, subject to an infringement claim, ReflectIQ may obtain the right for Customer to keep using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid Fees for the remaining period.
11.3 By Customer. Customer will defend ReflectIQ against any third-party claim arising from Customer Data, Customer's pricing or distribution decisions, or Customer's use of the Platform in breach of Section 3.3 or applicable law, and will pay damages finally awarded or settlements Customer approves.
11.4 Process. The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement may impose obligations or admissions on the indemnified party without its consent.
11.5 Exclusive Remedy. This Section 11 states each party's sole liability and exclusive remedy for the third-party claims it covers.
12. Limitation of Liability
12.1 Excluded Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BOOKINGS, OR GOODWILL, ARISING OUT OF THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
12.2 Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED TWO TIMES (2X) THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
12.3 Exceptions. Sections 12.1 and 12.2 do not limit (a) Customer's obligation to pay Fees, (b) either party's indemnification obligations, (c) liability for breach of Section 3.3, or (d) liability for gross negligence, willful misconduct, or fraud.
12.4 Basis of the Bargain. These limitations apply regardless of the legal theory and reflect an agreed allocation of risk that is reflected in the Fees.
13. General
13.1 Governing Law and Venue. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, for any dispute arising out of the Agreement. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
13.2 Assignment. Neither party may assign the Agreement without the other's prior written consent, except to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its relevant business or assets, on written notice. Any other attempted assignment is void.
13.3 Notices. Legal notices must be in writing and sent by email with confirmation of receipt, or by nationally recognized courier, to the addresses in the Order Form. Notices to ReflectIQ must be copied to legal@reflectiq.com. Routine operational notices may be given through the Platform.
13.4 Changes to These Terms. ReflectIQ may update these Terms by posting a new version and notifying Customer. Updates apply from Customer's next renewal term, unless they are required by law or Customer agrees to them earlier. Signed amendments and Order Form terms are not affected by updates.
13.5 Force Majeure. Neither party is liable for a delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, provided it uses reasonable efforts to resume performance.
13.6 Subcontractors. ReflectIQ may use Affiliates and subcontractors to perform the Agreement and remains responsible for their performance.
13.7 Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or employment relationship.
13.8 Miscellaneous. The Agreement is the parties' entire agreement on its subject and supersedes all prior discussions. Amendments and waivers must be in writing and signed by both parties. If any provision is unenforceable, it will be modified to the minimum extent needed and the rest remains in effect. Failure to enforce a provision is not a waiver. The Agreement may be signed electronically and in counterparts. There are no third-party beneficiaries.
Reflect IQ LLC · legal@reflectiq.com