Ostler Desktop — Terms and Conditions & Software License Agreement

This Terms and Conditions and Software License Agreement (the "Agreement") is a binding contract between you and Greulich Labs, LLC, a New Jersey limited liability company ("Ostler," "we," "us," or "our"). It governs your purchase and use of Ostler Desktop.

By purchasing, downloading, installing, activating, or using Ostler Desktop, or by clicking "I Agree," you accept this Agreement. If you are accepting on behalf of a hotel, company, or other entity, you represent that you have authority to bind it, and "you" refers to that entity. If you do not agree, do not install or use the Software.

PLEASE READ SECTION 9 CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION IN MORRIS COUNTY, NEW JERSEY, AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

1.1 Definitions

• "Software" means Ostler Desktop, in object-code form, including any Updates, documentation, and related files we provide.
• "License Key" means the unique key we issue to you upon purchase.
• "Property" means a single hotel, inn, motel, or other lodging property operating at one physical address under one name.
• "Computer" means a single physical or virtual machine on which the Software is installed.
• "Updates" means patches, bug fixes, and new versions of Ostler Desktop that we choose to release.
• "License Service" means the online service we operate to activate and confirm License Keys and deliver Updates.
• "Your Data" means all information you or your staff enter into, store in, or generate with the Software, including reservations, guest records, payment-related information, emails, and backups.

2.1 Grant

Subject to your payment of the license fee and your compliance with this Agreement, we grant you a perpetual, non-exclusive, non-transferable, non-sublicensable, revocable (only as stated in this Agreement) license to install and use the Software on one Computer at a time, solely to operate one Property for your internal business purposes.

2.2 One-Time Purchase; No Subscription

One purchase buys one license. There is no subscription and no renewal fee. "Perpetual" means the license does not expire with time; it may still end under Section 5.

2.3 Updates

Your license includes every Update we choose to release for Ostler Desktop. The Software checks for Updates each time it opens and installs them automatically. You can also check at any time from Settings → License. By using the Software you consent to these automatic Updates. We are not obligated to release any Update, add any feature, or keep any feature, and Updates may change, add, or remove functionality. Each Update is governed by this Agreement unless it comes with different terms.

2.4 Additional Licenses

Each additional Property, and each additional Computer used at the same time (for example, a second front-desk computer), requires its own license.

2.5 Support

We may offer support by email at support@getostler.com. Unless we agree otherwise in writing, support is provided on a commercially reasonable, best-efforts basis, with no guaranteed response time or resolution.

2.6 Reservation of Rights

The Software is licensed, not sold. We and our licensors keep all rights not expressly granted to you.

3.1 How the License Is Checked

When you activate, and periodically while it runs (currently every few hours), the Software confirms your license with the License Service over the internet. Each check sends only your License Key, a randomly generated installation identifier, and the Software's version number. It does not send your reservations, guest information, or any other Your Data. The License Service replies with a confirmation that is currently valid for 48 hours.

3.2 Internet Requirement

If a check cannot reach us, the Software keeps working until the most recent confirmation expires. After that, the Software pauses until a check succeeds. An internet outage shorter than the confirmation period will not stop the front desk, but the Software requires an internet connection at least once every 48 hours. You are responsible for maintaining that connection. We are not liable for any interruption caused by your internet service, network, firewall, or computer configuration. We may change the check interval or confirmation period in an Update.

3.3 One Computer at a Time

To move to a new Computer, install the Software there, activate it with your License Key, and restore a backup. The new Computer takes over the license. The old Computer keeps working until its last confirmation expires, so you can move at your own pace, and then it stops. If the license ends up on the wrong Computer, Settings → License offers "Use this computer instead."

3.4 Excessive Transfers

Activating the license more than three (3) times in any 30-day period, counting the first activation, may be treated as sharing. In that case the new activation is refused, and the license stays on the Computer it is on until the oldest of those activations is more than 30 days old, or until you contact us at support@getostler.com and we resolve the issue.

3.5 No Circumvention

You may not disable, bypass, spoof, or interfere with the license check, the License Service, or any copy-protection or activation feature.

Except as expressly allowed by this Agreement or by law that cannot be waived, you may not, and may not allow anyone else to:

• copy the Software, except for one backup copy of the installer for archival purposes;
• use the Software for more than one Property, or on more than one Computer at a time, under a single license;
• sell, resell, rent, lease, lend, sublicense, share, publish, or transfer the Software or your License Key;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• modify, translate, or create derivative works of the Software;
• remove or alter any proprietary notices, labels, or marks;
• use the Software to provide service-bureau, hosting, or time-sharing services to third parties;
• use the Software to build a competing product, or to benchmark it for publication without our written consent;
• use the Software in violation of any law, including privacy, consumer-protection, anti-spam, tax, lodging, and payment-card rules; or
• use the Software in any application where failure could lead to death, personal injury, or severe physical or environmental damage.

You are responsible for all use of the Software and your License Key by your employees, contractors, and anyone else you allow to access it.

5.1 Fees and Taxes

The license fee is due in full at purchase. Prices are in U.S. dollars and exclude applicable sales, use, and similar taxes, which you are responsible for paying. Payments are processed by a third-party payment processor under its own terms; we do not store your full payment card details.

5.2 30-Day Refund

If the Software does not work for your Property, email support@getostler.com within 30 days of purchase and we will refund the license fee. After 30 days, all fees are non-refundable except where required by law. This refund is your sole and exclusive remedy if the Software fails to meet your expectations.

5.3 What Happens on Refund

A refunded License Key is deactivated at its next license check, and the Software then pauses. Your Data stays on your Computer, and the Software's export and backup tools continue to work so you can take your data with you. You must stop using and uninstall the Software after a refund.

5.4 Deactivation for Misuse

We may stop confirming, suspend, or revoke a License Key that is being shared, resold, used on more Computers or Properties than licensed, obtained by fraud or chargeback, or otherwise used in breach of this Agreement. Where reasonable, we will contact you first and give you a chance to fix the problem. No refund is owed for deactivation due to your breach.

5.5 Termination

This Agreement continues until terminated. You may terminate it at any time by uninstalling the Software. It terminates automatically, without notice, if you materially breach it and do not cure the breach within 10 days of notice from us (or immediately, if the breach cannot be cured). On termination, your license ends and you must stop using the Software. Sections 4, 5.1, 6, 7, 8, 9, and 10 survive termination.

5.6 Discontinuation

We may discontinue Ostler Desktop or the License Service. If we discontinue the License Service permanently, we will make commercially reasonable efforts to release an Update or other means that lets existing licensed copies continue to run without license checks. Updates will end when the product is discontinued.

6.1 What Goes Through Us

The license check and Updates are the only things that pass through our infrastructure. Your Data, including bookings, guest records, email, payments, and backups, is stored on your Computer or with third-party services you choose, and does not pass through our servers. We have no access to Your Data and cannot view, recover, or restore it. If we ever need to take the License Service down for longer than one day, we will extend existing confirmations by the length of the outage so that no Property is interrupted.

6.2 Information We Collect

We collect the information needed to sell, activate, and support your license: your name, business name, email address, purchase records, License Key, installation identifier, IP address of license checks, and Software version. We use it to provide the License Service, deliver Updates, prevent misuse, provide support, and comply with law. See our Privacy Policy at https://getostler.com/privacy for details.

6.3 You Own and Control Your Data

You own Your Data. Because it stays under your control, you are solely responsible for it, including:

• its accuracy, legality, and the rights and consents needed to collect and use it;
• making and keeping regular backups in a secure location;
• the physical and network security of your Computers, including passwords, user access, antivirus, firewalls, encryption, operating-system updates, and who can use the front desk;
• complying with all laws and standards that apply to your business and guests, including privacy and data-breach notification laws, PCI DSS for payment-card data, and tax and lodging regulations; and
• notifying guests, card brands, regulators, or others if a security incident affects data in your possession.

6.4 Data Loss and Security Incidents

We are not responsible for any loss, corruption, theft, unauthorized access, disclosure, or breach of Your Data, however caused, including through hardware failure, malware, ransomware, hacking, employee misconduct, a lost or stolen Computer, or a defect in the Software. You agree that keeping current backups and securing your systems is your responsibility and your best protection.

6.5 Third-Party Services

The Software may let you connect to services we do not control, such as payment processors, email providers, online travel agencies, channel managers, or cloud storage. Your use of those services is governed by your agreements with their providers. We do not endorse them and are not responsible for their availability, security, fees, accuracy, or acts and omissions, or for any data you send to them.

6.6 Not Professional Advice

Reports, calculations, tax figures, and other output from the Software are tools to help you run your business. They are not accounting, tax, legal, or financial advice. You are responsible for verifying them and for all decisions you make based on them.

7.1 Ownership

The Software, including its code, design, structure, screens, and documentation, and all copyrights, trademarks, trade secrets, and other intellectual property in it, are owned by us or our licensors and are protected by U.S. and international law. "Ostler" and our logos are our trademarks; this Agreement gives you no right to use them.

7.2 Feedback

If you send us suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, royalty-free, worldwide right to use them for any purpose without obligation to you.

7.3 Third-Party and Open-Source Components

The Software may include third-party or open-source components licensed under their own terms, which are listed in the Software or its documentation. Those terms govern those components to the extent they conflict with this Agreement.

8.1 "As Is" Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, UPDATES, LICENSE SERVICE, DOCUMENTATION, AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS, SUPPLIERS, OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION.

WITHOUT LIMITING THE ABOVE, WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; OPERATE WITHOUT INTERRUPTION OR ERROR; BE COMPATIBLE WITH YOUR HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICES; PRODUCE ACCURATE RESERVATIONS, RATES, AVAILABILITY, INVOICES, TAX CALCULATIONS, OR REPORTS; PREVENT OVERBOOKINGS OR LOST BOOKINGS; BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR KEEP YOUR DATA SECURE OR FREE FROM LOSS OR CORRUPTION. NO ADVICE OR INFORMATION FROM US, ORAL OR WRITTEN, CREATES ANY WARRANTY. YOU ASSUME ALL RISK AS TO THE QUALITY, PERFORMANCE, AND RESULTS OF THE SOFTWARE.

8.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR LICENSORS, SUPPLIERS, OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING, WHETHER DIRECT OR INDIRECT:

• LOST PROFITS, REVENUE, BOOKINGS, SALES, OR BUSINESS OPPORTUNITIES;
• BUSINESS INTERRUPTION OR DOWNTIME, INCLUDING ANY PERIOD THE SOFTWARE IS PAUSED;
• OVERBOOKINGS, DOUBLE BOOKINGS, LOST RESERVATIONS, GUEST COMPLAINTS, COMPENSATION, OR REFUNDS TO GUESTS;
• LOSS, CORRUPTION, THEFT, OR UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA, INCLUDING ANY DATA BREACH, AND ANY RESULTING NOTIFICATION, INVESTIGATION, CREDIT-MONITORING, REMEDIATION, CARD-BRAND, OR REGULATORY COSTS, FINES, OR PENALTIES;
• ERRORS IN RATES, INVOICES, TAXES, ACCOUNTING, OR REPORTS, AND ANY RESULTING TAXES, INTEREST, PENALTIES, OR AUDITS;
• LOSS OF GOODWILL OR REPUTATION; OR
• COSTS OF SUBSTITUTE SOFTWARE OR SERVICES,

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SOFTWARE, UPDATES, OR LICENSE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID US FOR THE LICENSE GIVING RISE TO THE CLAIM.

8.4 Basis of the Bargain

You acknowledge that the license fee reflects the allocation of risk in this Section 8, and that we would not offer the Software at this price without these limitations. These limitations apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you; in that case our liability is limited to the smallest extent permitted by law.

8.5 Indemnification

You agree to defend, indemnify, and hold harmless us and our licensors, officers, members, employees, and agents from and against all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Software or operation of your Property; (b) Your Data, including any data breach or security incident involving data in your possession or control; (c) claims by your guests, employees, or other third parties; (d) your use of third-party services; or (e) your breach of this Agreement or violation of any law or third-party right.

9.1 Informal Resolution First

Before starting arbitration, the party with a dispute must send a written notice describing the claim and the relief sought to the other party (to us at support@getostler.com and 150 River Road, Ste I-4A, Montville, NJ 07045). Both parties will try in good faith to resolve it informally for 30 days.

9.2 Agreement to Arbitrate

You and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, the License Service, or our relationship, including disputes about the scope, validity, or enforceability of this arbitration agreement, will be resolved by final and binding arbitration, and not in court. YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO HAVE THE DISPUTE DECIDED BY A JUDGE. Arbitration replaces the right to go to court; there is no judge or jury, and review of an award is limited.

9.3 Rules, Location, and Arbitrator

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, if the AAA determines they apply, its Consumer Arbitration Rules) in effect when the claim is filed, before a single arbitrator. The arbitration will take place in Morris County, New Jersey, unless both parties agree otherwise; either party may request to appear by video or telephone, and claims under $10,000 may be decided on written submissions. The arbitrator must follow this Agreement and applicable law and may award any individual relief a court could award, subject to Section 8. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section 9.

9.4 Fees

Each party will pay its own attorneys' fees and costs, and filing and arbitrator fees will be allocated under the applicable AAA rules, unless the arbitrator awards otherwise under applicable law or finds a claim was frivolous or brought for an improper purpose.

9.5 Class Action and Jury Waiver

ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person or preside over any class or representative proceeding. If this class waiver is found unenforceable as to a claim, that claim (and only that claim) must be severed and brought in the courts described in Section 9.7.

9.6 Exceptions

Either party may (a) bring an individual claim in small-claims court in Morris County, New Jersey, if it qualifies, and (b) seek injunctive or other equitable relief in court to stop actual or threatened infringement, misappropriation, or misuse of intellectual property, including breach of Section 4.

9.7 Governing Law and Venue

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules, and by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. For any matter not subject to arbitration, you and we consent to the exclusive jurisdiction of the Superior Court of New Jersey, Morris County, and the United States District Court for the District of New Jersey.

9.8 Time Limit

To the extent permitted by law, any claim must be filed within one (1) year after it arose, or it is permanently barred.

9.9 Opt-Out

You may opt out of this Section 9 by emailing support@getostler.com with your name, License Key, and a clear statement that you opt out of arbitration, within 30 days after you first accept this Agreement. Opting out does not affect any other part of this Agreement.

• Changes to this Agreement. We may update this Agreement from time to time. We will post the new version and change the "Last updated" date, and for material changes we will notify you in the Software or by email. Continued use after the effective date means you accept the changes. Changes will not apply to disputes already pending, and changes to Section 9 will not apply to claims that arose before the change.
• Export and sanctions. You will comply with all U.S. export-control and sanctions laws and will not use or export the Software to any prohibited country, entity, or person.
• U.S. Government users. The Software is "commercial computer software" and is licensed to government users only under the terms of this Agreement.
• Assignment. You may not assign or transfer this Agreement or your license without our prior written consent, except in connection with the sale of your entire Property, with notice to us. We may assign this Agreement freely, including in a merger or sale of our business.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including internet or hosting outages, power failures, cyberattacks, natural disasters, pandemics, labor disputes, or government action.
• Notices. We may give you notice by email to the address on your account or through the Software. You must give notice to us by email at support@getostler.com, with a copy by mail to 150 River Road, Ste I-4A, Montville, NJ 07045 for legal notices.
• Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Independent parties. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries. This Agreement benefits only you and us, except that our licensors and the persons named in Section 8 may rely on Section 8.
• Entire agreement. This Agreement, together with our Privacy Policy, is the entire agreement between you and us about the Software and supersedes all prior understandings. Any purchase order or other terms you provide have no effect.
• Headings and language. Headings are for convenience only. "Including" means "including without limitation." If this Agreement is translated, the English version controls.

Greulich Labs, LLC 150 River Road, Ste I-4A Montville, NJ 07045 support@getostler.com