Legal

MAYA Terms of Service

Version 2
Effective Date: September 28, 2026
Last Updated: September 28, 2026

The short version

MAYA is for hotels and hospitality businesses, not consumers. If you set up an account, connect or subscribe a property, or switch one to live, you confirm you can bind your business to these Terms.
You control the rules, floors, ceilings and prices, including the starter rules MAYA sets up for you. MAYA runs them and, once you switch off simulation, sends the resulting rates to your property management system automatically. Every rate is your decision and your responsibility, including compliance with your channel contracts and the law.
We do not guarantee revenue, occupancy, bookings or any other result. Simulations and previews are estimates.
MAYA depends on your PMS and other third parties. We are not liable for their failures or for rates that arrive late, wrong or not at all. Keep an eye on your PMS and channels.
Subscriptions renew automatically, trials become paid unless you cancel first, and fees are not refundable except as the Terms say. If your PMS shows more rooms than you pay for, we tell you and then raise your bill to match. Our payment processor holds your card details, and we may charge the card for any property on your account.
Disconnecting does not delete your data. Deletion is on written request. We may delete imported data for a property that never pays after 180 days without use.
Our total liability is capped at what you paid us in the three months before the problem, and we are never liable for lost revenue or lost bookings.
Disputes go to individual arbitration. No class actions and no jury trials, and claims must be brought within one year.

This summary is for convenience only. It is not part of the Terms and does not change or limit them.

1. Agreement and Acceptance

1.1 Who this agreement is between. These Terms of Service (the “Terms”) are a binding contract between Modern Hospitality Solutions LLC, a Wyoming limited liability company (“MHS,” “we,” “us,” or “our”) and the business on whose behalf MAYA is used (the “Customer,” “you,” or “your”). MAYA is a product of MHS. These Terms govern all access to and use of MAYA, including its web application, related websites, integrations and support (the “Service”).

1.2 How you accept. You accept these Terms by ticking a box indicating that you agree, by creating an account, by connecting a property, by starting a trial or subscription, or by otherwise using the Service, whichever happens first. If you do not agree, do not use the Service.

1.3 Authority. The individual who creates an account, claims or connects a Property, subscribes a Property or switches one to live represents and warrants that they are at least 18 years old and authorized to bind the Customer and, for each Property, its owner or operator. If they lack that authority, they are liable to MHS for the resulting loss. An individual who accepts these Terms only to join an existing account as an invited user agrees to follow them as an Authorized User and does not take on the Customer's payment or indemnity obligations. The Customer ratifies, and is bound by, these Terms as accepted in its name if it pays any Fee, or if any Property it owns or operates stays connected to the Service after it knows of the connection.

1.4 Business use only. The Service is offered only to hotels and other hospitality businesses for business purposes. It is not offered to consumers. To the extent permitted by law, laws that protect only consumers do not apply to these Terms or the Service.

1.5 Privacy Policy. Our Privacy Policy explains how we handle information. By accepting these Terms you confirm you have read it and you acknowledge the processing it describes. It describes our practices, is not part of these Terms and does not add contractual obligations for MHS, except that Section 8.9 uses it to complete the annexes to the clauses that section incorporates. If it and these Terms conflict, these Terms control.

1.6 Other terms. These Terms control over any purchase order, vendor form, invoice term or other document you provide, all of which are rejected and have no effect. Only a written agreement signed by an authorized officer of MHS that expressly refers to and overrides these Terms can change them for you.

2. Definitions

In these Terms:

“Authorized User” means any individual who accesses the Service under your account or with your credentials, including your employees, contractors, owners and management company personnel.
“Connected System” means a property management system, channel manager or other third-party platform that you connect to the Service, for example Cloudbeds, Mews or ThinkReservations.
“Configuration” means everything that determines what the Service calculates or publishes for you, including pricing rules and their conditions, floors and ceilings (“guardrails”), manual prices, base prices, room type settings (including which room types count as rooms), closed periods, rooms out of service, and whether a property is in simulation or live.
“Customer Data” means data that you or your Authorized Users submit to the Service, Imported Data, and your Configuration. It does not include Aggregated Data or Usage Data.
“Imported Data” means data the Service retrieves from a Connected System, such as reservations, room types, rate plans, availability, property details, and taxes and fees.
“Property” means each hotel or other lodging property connected to, or subscribed under, your account.
“Published Rate” means any rate or price that the Service sends to a Connected System, and any rate that results from it on any sales channel.
“Suggestion” means any starter rule, guardrail suggestion, recommendation, finding, classification, forecast, simulation, preview, explanation or other output that the Service proposes or displays.
“Third-Party Service” means any product or service not provided by MHS, including Connected Systems, online travel agencies and other sales channels, payment processors, hosting and email providers.
“Fees” means all amounts payable for the Service.

“Including” means “including without limitation.” Headings are for convenience only.

3. The Service

3.1 What MAYA does. MAYA is software. You configure it, and it applies your Configuration to your data to calculate rates. While a Property is in simulation mode, the Service calculates and displays rates but does not send them anywhere. When you switch simulation mode off for a Property (“live”), the Service sends the rates it calculates to your Connected System automatically, where the Service supports sending rates to that Connected System, without further review by you or by MHS, for as long as that Property stays live. The Service calculates a Property's rates from that Property's own data and your Configuration, and does not use another customer's non-public data to do so.

3.2 A tool, not an adviser. MHS does not set, approve, review or monitor your prices and does not act as your revenue manager, agent or fiduciary. Nothing in the Service, and nothing said by MHS personnel in onboarding, support or otherwise, is pricing, revenue management, financial, tax, legal or compliance advice. Suggestions are generated automatically from data and assumptions that may be incomplete or wrong. The Service may create starter rules, guardrails and other Suggestions as active for a Property in simulation mode so that you can see what they would do. A Suggestion becomes part of your Configuration, and your decision in the same way as a rule you wrote yourself, when you or an Authorized User approves, applies or edits it, or when the Property is live while it is active.

3.3 Going live. Only Authorized Users holding the General Manager or Hotel Admin role, or another role MHS designates, can switch a Property to live. You decide who holds those roles. Going live sends the Property's rates to your Connected System automatically, as Section 3.1 describes. By switching a Property to live, you confirm that you have reviewed its rules and limits, meaning its Configuration, including every active rule (whether you wrote it or the Service created it) and the Property's floors and ceilings, and that you accept responsibility for every rate the Service publishes for it. If MHS personnel change a Property's Configuration or switch it to live at your request or with your permission, they act on your instruction, and the result is your decision under Section 4.

3.4 Accounts and Authorized Users. You are responsible for all activity under your account and for the acts and omissions of your Authorized Users as if they were your own. You must keep credentials confidential, use one login per individual, remove access promptly when someone should no longer have it, and tell us promptly at info@modern-hospitality-solutions.com if you suspect unauthorized access. MHS may rely on any instruction given through your account or by an Authorized User. Plans may limit the number of Authorized Users.

3.5 Changes to the Service. MHS may add, change, suspend or remove features, supported Connected Systems, plans and integrations at any time. If MHS discontinues the Service entirely, it will refund any prepaid Fees for the unused part of your current paid billing period, and that refund is your only remedy.

3.6 Early access, beta and free features. Features or programs described as early access, beta, preview, pilot or experimental, and anything provided free of charge (including any trial), are provided without any warranty, support or availability commitment, may change or end at any time, and to the maximum extent permitted by law MHS has no liability for them.

3.7 Support. Support is provided by email on a commercially reasonable efforts basis. MHS makes no commitment on response times or availability unless it agrees one in a signed writing.

4. Your Prices Are Your Responsibility

4.1 Your decisions. You are solely responsible for your Configuration and for every Published Rate, whether it comes from a rule you wrote, a Suggestion that became part of your Configuration, a manual price, a base price or a floor or ceiling, and for all consequences of those rates, including bookings taken at them.

4.2 Floors and ceilings. You are responsible for setting floors and ceilings that are appropriate for each room type and date. If a floor or ceiling is missing, wrong, or set for the wrong room type or currency, the Service may publish rates that are too high or too low. MHS does not promise that any other safeguard will catch an unsuitable rate.

4.3 Laws and contracts. You are solely responsible for making sure your rates and your use of the Service comply with every law and contract that applies to you, including:

your agreements with online travel agencies, channel managers, wholesalers, franchisors, brands, management companies, owners and lenders, including rate parity, most-favored-nation, minimum rate and inventory obligations;
laws on price display, advertised and total pricing, mandatory fees, taxes, advertising and consumer protection;
price gouging and price control laws, including those that restrict lodging rate increases during a declared state of emergency or disaster. The Service does not monitor emergency declarations or changes in law and will not adjust your rates for them. Where the law requires it, you must change your rates, for example by deleting or changing the rules that set them, setting manual prices or changing rates directly in your Connected System, and you may ask MHS in writing at info@modern-hospitality-solutions.com to return a Property to simulation mode. Turning a rule off or returning a Property to simulation mode stops further changes but does not lower rates already sent (Section 4.5), rules that fire later still apply on top of a manual price, and the Service can replace a rate you change directly in your Connected System at any time, for example when its own price for that night changes or when that night comes within the range of dates the Service sends. You remain responsible for your rates until they comply;
competition and antitrust laws. You will not use the Service to share competitively sensitive information with, or to coordinate prices with, any competitor; and
anti-discrimination, privacy and tax laws.

4.4 Monitoring. You must regularly check the rates in your Connected Systems and on each sales channel and promptly correct anything wrong, for example by deleting the rule that set it (which undoes the price changes it made as the Service recalculates those nights, which may not be immediate), setting a manual price or changing the rate directly in your Connected System. Turning a rule off, or asking MHS in writing at info@modern-hospitality-solutions.com to return a Property to simulation mode, stops further changes but does not correct rates already sent. Rules that fire later still apply on top of a manual price, and the Service can replace a rate you change directly in your Connected System at any time, for example when its own price for that night changes or when that night comes within the range of dates the Service sends. You must be able to manage your rates without the Service if it is unavailable.

4.5 Stopping does not undo. Pausing or disabling a rule can leave in place the adjustments it has already made. Returning a Property to simulation mode, disconnecting a Connected System, or a suspension or cancellation of the Service is designed to stop new rates from being sent but does not restore earlier rates or change rates already sent. Rates already in your Connected System stay there until you or the Service change them. A Property that was live when its subscription ended, was suspended or was disconnected remains live. If it is resubscribed, unsuspended or reconnected, the Service resumes sending rates from its existing Configuration, and that resumption is your confirmation under Section 3.3. To prevent this, before the Property resumes, ask MHS in writing at info@modern-hospitality-solutions.com to return it to simulation mode, or disconnect (or leave disconnected) your Connected System.

4.6 Guests and bookings. Your relationships with guests, channels and everyone else you do business with are yours alone. You are solely responsible for honoring, amending, cancelling or refunding any booking, including one made at a rate published in error, and for any complaint, chargeback, penalty or claim that follows.

5. No Guarantee of Results

5.1 Results. MHS does not guarantee any revenue, RevPAR, average daily rate, occupancy, pickup, bookings, profit or other outcome. Results depend on many things outside MHS's control, including your market, your Configuration and your data.

5.2 Estimates. Simulations, previews, forecasts, booking speed classifications, occupancy figures, explanations, comparisons of what would have happened, and estimated revenue effects are estimates based on historical data and assumptions. Actual results may differ materially, and none of them is a promise or a representation of fact.

5.3 Data quality. The Service relies on data from your Connected Systems and from you. That data may be incomplete, delayed or inaccurate (for example group bookings, room counts, closures or rooms out of service), and MHS is not responsible for rates, Suggestions or Fees that are affected by it.

6. Connected Systems and Other Third Parties

6.1 Your authorization. You authorize MHS to access each Connected System on your behalf, to read the data described in our Privacy Policy, to create and manage the notification subscriptions the integration needs, and to write rates to it while a Property is live. You represent and warrant that you have every right and consent needed for that access, including under your agreement with the provider of the Connected System.

6.2 Third-party terms. Third-Party Services are provided by third parties under their own terms, not by MHS. Use of a Connected System's API through the Service is subject to the agreement between MHS and that provider and any other terms incorporated by it, including, for Cloudbeds, the Cloudbeds API License Agreement at https://www.cloudbeds.com/terms/api/ and the terms it incorporates, and that provider may limit, suspend or end that access at any time. If you connect Cloudbeds, you agree to the provisions of the Cloudbeds API License Agreement and any other terms incorporated by it, as they apply to your use of Cloudbeds content and logos through the Service, and Cloudbeds is a third-party beneficiary of this Section 6.2 and of Section 9 and may enforce them directly against you. MHS is not a party to your agreements with any Third-Party Service and makes no promise about any of them.

6.3 What MHS is not liable for. MHS is not responsible or liable for:

the availability, performance, security, accuracy, acts or omissions of any Third-Party Service;
outages, maintenance, rate limits, errors, API changes, deprecations or suspensions of any Connected System, or the end of MHS's access to one;
rates that are delayed, not sent, sent more than once, rejected, partly applied, overwritten, rounded, converted or applied incorrectly by a Connected System or sales channel;
data supplied by a Connected System, including its accuracy and completeness; or
how any sales channel displays, distributes or prices your inventory.

6.4 Delivery is not guaranteed. The Service sends rates in batches and at intervals, skips rates it believes are unchanged, and stops retrying a rate that a Connected System keeps rejecting. Rates in your Connected System can be changed by other people and tools, and the Service may not detect or correct those changes. Section 4.4 applies.

6.5 Payments. Payments are processed by Stripe or another processor MHS chooses, under that processor's terms. Card details are entered with, and stored by, the processor, not MHS.

7. Fees, Trials, Renewal and Payment

7.1 Fees. Fees are as shown at checkout or in the Service when you subscribe. Each Property is its own subscription, priced per room using the bracket its room count falls into and billed monthly or yearly. Fees are in US dollars.

7.2 Automatic renewal. EACH SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD FOR ANOTHER PERIOD OF THE SAME LENGTH, AND YOU AUTHORIZE MHS TO CHARGE YOUR PAYMENT METHOD FOR EACH RENEWAL, UNTIL YOU CANCEL UNDER SECTION 7.9.

7.3 Free trials. A free trial, if offered (for example when you connect through a PMS marketplace or use a signup code), lasts for the period shown when you sign up. A payment method is required to start one. UNLESS YOU CANCEL BEFORE THE TRIAL ENDS, IT BECOMES A PAID SUBSCRIPTION AUTOMATICALLY AND MHS WILL CHARGE YOUR PAYMENT METHOD WITHOUT ANY FURTHER ACTION BY YOU. MHS OR ITS PAYMENT PROCESSOR WILL EMAIL A REMINDER BEFORE THE FIRST CHARGE; NOT RECEIVING OR READING IT DOES NOT PREVENT OR INVALIDATE THE CHARGE. A Property may be live during a trial, and everything in these Terms applies during it. MHS may change or end any trial offer.

7.4 Codes and discounts. Signup codes may grant a trial or a discount on the terms shown when the code is applied. Codes have no cash value, may be limited in number, may expire, cannot be transferred, and may be withdrawn if obtained or used improperly. When a discount's stated duration ends, full Fees apply.

7.5 Room count. Fees depend on how many rooms each Property has. The Service measures that number from your Connected System, leaving out room types that you mark, or that the Service identifies, as not being rooms. You must not understate your room count or misclassify room types to reduce Fees. If the measured count is higher than the count you pay for, MHS will tell you by email or in the Service. If the count is not corrected within 7 days after that notice, you authorize MHS to raise the billed room quantity to the measured count and to charge the resulting prorated amounts, on your next invoice or separately. MHS may also invoice Fees for rooms that were in use but not paid for during the previous 12 months. Lowering your room count takes effect as shown in the Service and may produce a credit against future invoices, never a cash refund.

7.6 Your payment method. By providing a payment method, you represent that you are its holder or are authorized by its holder to give this authorization for every Property it is used for, and you authorize MHS and its payment processor to:

store it, and charge it without further authorization for all Fees, taxes and other amounts due under these Terms, including renewals, trial conversions, room count changes and prorations, for every Property on your account;
show it again to your Authorized Users and offer it for use when any other Property on your account is subscribed; and
verify it when you subscribe and at any time afterwards, including by zero-amount or temporary authorization checks.

You must keep your payment details current. This authorization continues until every subscription on your account has ended and every amount due has been paid. You will reimburse MHS for any charge reversed because that representation was untrue.

7.7 Taxes. Fees do not include taxes. You are responsible for all sales, use, value added, goods and services, withholding and similar taxes and duties on the Service, other than taxes on MHS's net income. If you must withhold any tax, you will increase your payment so that MHS receives the full Fees.

7.8 Price changes. MHS may change Fees, brackets or plans by giving at least 30 days' notice. A change applies from the start of your first billing period that begins after the notice period (for a yearly plan, your next renewal). If you do not agree, cancel before then. Continuing after the change takes effect means you accept it.

7.9 Cancellation. You may cancel a subscription at any time from the billing page in the Service or by written notice to info@modern-hospitality-solutions.com. Cancellation takes effect at the end of the paid billing period in which you cancel, and the Service continues for that Property until then. Cancelling does not disconnect your Connected System or delete your data, and disconnecting a Connected System does not cancel your subscription.

7.10 No refunds. EXCEPT WHERE THE LAW REQUIRES OTHERWISE OR SECTION 3.5 OR 12.3 SAYS OTHERWISE, ALL FEES ARE NON-REFUNDABLE, INCLUDING FOR PARTIAL BILLING PERIODS, UNUSED ROOMS OR FEATURES, DOWNGRADES, SUSPENSIONS, AND ANY PERIOD WHEN THE SERVICE OR A CONNECTED SYSTEM WAS UNAVAILABLE. Any credit MHS chooses to give is a one-off courtesy.

7.11 Failed payments and suspension. If a charge fails, MHS and its processor may retry it, including against any other payment method on your account. If an amount is still unpaid when retries end, MHS may, without liability, stop calculating and sending rates for the affected Properties, suspend any other part of the Service, and cancel the subscription. Section 4.5 applies to any such suspension. Overdue amounts bear interest at 1.5% per month or the highest rate the law allows, whichever is lower, and you will pay MHS's reasonable costs of collecting them, including collection agency and attorneys' fees.

7.12 Billing disputes. You must tell MHS in writing about any disputed charge within 60 days of the charge, or the charge is final. You will contact MHS before asking your bank or card issuer to reverse a charge. Reversing a charge that was properly made under these Terms is a breach of these Terms, and you will reimburse the resulting fees.

8. Your Data

8.1 Ownership. As between you and MHS, you keep your rights in Customer Data.

8.2 License to MHS. You grant MHS and its service providers a worldwide, non-exclusive, royalty-free license to access, retrieve, host, copy, store, process, analyze, transmit, modify and display Customer Data as needed to provide, secure, support and improve the Service, to create Aggregated Data, to comply with law and to enforce these Terms. The license lasts for as long as MHS holds the Customer Data.

8.3 Before you pay. You authorize MHS to import and analyze Imported Data for a Property once an Authorized User has created or signed in to an account and claimed or connected that Property, including before any subscription or payment and, for an Authorized User who has not yet accepted an updated version of these Terms, before they do, so that the Service can be set up, generate Suggestions, and show you what it would do.

8.4 Your responsibilities for data. You represent and warrant that you have every right, notice and consent (including from guests, under your agreements with Connected System providers, and under privacy law) needed for MHS to access and process Customer Data as these Terms and our Privacy Policy describe, and that Customer Data does not infringe anyone's rights or break any law. You are responsible for the accuracy, quality and legality of Customer Data. Other than fields that a Connected System includes in data the Service retrieves, which the Service discards as Section 8.5 describes, you will not send MHS guest identities, payment card data (other than through the payment processor) or any special category or sensitive personal data.

8.5 Personal data and roles. The Service is built to avoid holding guest identities. Before reservation data is stored, the Service removes guest names, contact details and payment details, keeping booking-level information such as reservation identifiers, dates, room types, rates, booking source or channel, and guest counts. That information can still be personal data in some places. MHS processes personal data it receives through Connected Systems as an independent controller, for the purposes described in these Terms and our Privacy Policy. You are separately and independently responsible, as a controller, for the data in your own systems, for any notice your guests are owed, and for having a lawful basis to connect your systems to the Service. MHS is not your processor, and you and MHS are not joint controllers, unless both of us sign a separate data processing agreement that says so.

8.6 Aggregated and usage data. MHS may collect technical and usage information about the Service (“Usage Data”) and may create aggregated or de-identified data from Customer Data and other data (“Aggregated Data”). MHS owns Usage Data and Aggregated Data. MHS may use Aggregated Data, during and after these Terms, to operate, secure and improve the Service and for other lawful purposes permitted by the terms of the relevant Connected System provider. Aggregated Data that MHS uses or shares will not identify you, any Property or any individual, and MHS will not use your non-public data, or Aggregated Data derived from it, to calculate or recommend another customer's prices.

8.7 Security. MHS uses commercially reasonable safeguards designed to protect Customer Data, but no system is completely secure and MHS does not guarantee that Customer Data will not be accessed, lost or corrupted. You are responsible for securing your credentials, devices and Connected System accounts. MHS backs up the Service's database once a day and keeps each backup for 7 days, after which it is deleted. The database and its backups are hosted in the United States, on Amazon Web Services servers in Ohio. There is no point-in-time recovery: the database can be restored only to the moment one of those daily backups was taken, so Customer Data added or changed after the most recent backup may be lost.

8.8 Retention and deletion.

Disconnecting. Disconnecting a Connected System stops the Service from syncing with it and sending rates to it. It does not delete Customer Data. Except as the next bullet says, MHS keeps Customer Data after a disconnection or cancellation so that a Property can reconnect or resubscribe without being set up again.
Properties that never pay. If no Fee has ever been paid for a Property (a trial that ends without payment counts as never paid) and nobody has used the Service for it for at least 180 days, MHS may delete the Imported Data for that Property, data derived from it, its Connected System connection and stored credentials, and invitations nobody accepted. MHS may keep the Property's account record, settings and Configuration so it does not have to be set up again, although you may need to reconnect your Connected System. If nobody creates or signs in to a MAYA account to claim a newly connected Property before its connection link expires, MHS may remove that connection, its stored credentials and the Property record at any time after the link expires. MHS has no obligation to keep any of this data for any period.
Deletion on request. The Service does not let customers delete a Property or its Imported Data. You can remove rules, manual prices and similar settings in the Service, but to have a Property's Customer Data deleted, send a written request to info@modern-hospitality-solutions.com from the email address of a Hotel Admin or General Manager of the Property. Once MHS has verified the request, it will delete or de-identify that Customer Data within 90 days. Deletion is permanent, ends the Service for the Property without a refund, and means a later reconnection starts from scratch.
What MHS may keep. Even after deletion, MHS may keep database backups until they expire, 7 days after each is taken (Section 8.7); billing, tax and transaction records; records of acceptance of these Terms, audit logs and correspondence; anything needed to establish, exercise or defend legal claims or required by law; and Aggregated Data and Usage Data.
No backup service. The Service is not a backup of your Connected Systems, and MHS has no obligation to export or return Customer Data except where the law requires it.

8.9 International transfers. Where Customer Data includes personal data protected by the EU General Data Protection Regulation, the UK GDPR or the Swiss Federal Act on Data Protection (“FADP”) that is transferred to MHS in the United States, by you or by a Connected System acting for you, you (as data exporter) and MHS (as data importer) enter into, and these Terms incorporate, Module One (controller to controller) of the Standard Contractual Clauses approved by Commission Implementing Decision (EU) 2021/914 (the “Clauses”), as follows: Clause 7 does not apply; the option in Clause 11 does not apply; the competent supervisory authority under Clause 13 is the one that clause identifies; Clauses 17 and 18 select the law and courts of Ireland; Annex I is completed with the information in Sections 8.3, 8.5 and 8.8 and in our Privacy Policy; and Annex II is completed with the information in Section 8.7 and in our Privacy Policy. For personal data protected by the UK GDPR, the International Data Transfer Addendum to the Clauses issued by the UK Information Commissioner also applies, completed with the same information, and neither party may end it under its Table 4. For personal data protected by the FADP, references in the Clauses to the GDPR mean the FADP, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner, and the Clauses do not prevent data subjects in Switzerland from bringing claims where they habitually reside. For that personal data, the Clauses prevail over any conflicting part of these Terms. Nothing in Section 15 limits either party's liability to data subjects under the Clauses; as between you and MHS, Section 15 applies to any liability under Clause 12(a) of the Clauses to the extent the Clauses permit.

9. Acceptable Use

You will not, and will not allow anyone else to:

copy, modify, or create derivative works of the Service;
reverse engineer, decompile, disassemble or otherwise try to discover the source code, algorithms, models or rule logic of the Service, except to the extent the law allows this despite this restriction;
sell, resell, sublicense, rent, lease or provide the Service to anyone else, or use it as a service bureau, except that a management company may use it for the Properties on your account that it manages;
use the Service, or any information from it, to build, train, benchmark or improve a competing product or service, or to copy its features, rules or design;
run or publish benchmark, performance or comparative tests of the Service without MHS's prior written consent;
scrape or use automated means to access the Service other than through interfaces MHS provides for that purpose, or probe, scan or test its vulnerabilities;
interfere with or disrupt the Service, or get around its security, access controls, rate limits, user limits, billing or room count measurement;
upload malware or anything harmful;
share one login between individuals, or create accounts with false information or by automated means;
connect a Connected System or Property you are not authorized to connect; or
use the Service in breach of any law or anyone's rights, or to publish prices that are unlawful, deceptive or discriminatory.

10. Intellectual Property

10.1 Your right to use the Service. Subject to these Terms and payment of Fees, MHS grants you a non-exclusive, non-transferable, non-sublicensable right for your Authorized Users to use the Service during your subscription for your internal business operations.

10.2 MHS's rights. MHS and its licensors own the Service, including its software, algorithms, models, starter rules and rule templates, documentation, the MAYA name and marks, and all improvements to them. No other right is granted, by implication or otherwise.

10.3 Feedback. If you give MHS suggestions or feedback, MHS may use them for any purpose without restriction or payment.

10.4 Customer name. MHS may identify you by name as a customer unless you ask it in writing not to.

11. Suspension

MHS may suspend all or part of the Service, for one or more Properties, immediately and without liability if: an amount is overdue; you breach Section 9 or any other part of these Terms; your use creates a security risk or may harm MHS, a Connected System, a Third-Party Service or anyone else, or expose any of them to liability; a Connected System provider requires it or ends MHS's access; or the law requires it. MHS will try to tell you when it reasonably can. Section 4.5 applies to any suspension, and you remain responsible for managing your rates while it lasts.

12. Term and Termination

12.1 Term. These Terms apply from when you accept them until every subscription on your account has ended and you have stopped using the Service.

12.2 By you. You may cancel under Section 7.9.

12.3 By MHS. MHS may end these Terms or any subscription (a) for any reason on 30 days' notice, in which case it will refund prepaid Fees for the unused part of the affected paid billing period; (b) on notice, if you breach these Terms and do not fix the breach within 10 days after notice, or immediately if the breach involves non-payment, Section 9, or cannot be fixed; (c) immediately if you become insolvent, make an assignment for the benefit of creditors, or become subject to any bankruptcy or similar proceeding; or (d) immediately for any affected Property if a Connected System provider ends MHS's access.

12.4 Effect. When a subscription or these Terms end, your right to use the affected Service ends, all unpaid Fees become due immediately, and Customer Data is handled under Section 8.8.

12.5 Survival. Sections 1.3, 1.5, 1.6, 2, 3.2, 3.3, 3.4, 4, 5, 6.1 (as to its representations and rates sent before the end), 6.2 to 6.4, 7 (for amounts owed and charges made before the end, including 7.10 to 7.12), 8.2 (for as long as MHS holds Customer Data), 8.3 to 8.9, 9 (as to anything learned from the Service), 10.2, 10.3, 12.4, 12.5 and 13 to 18 survive the end of these Terms, along with any other provision that by its nature should.

13. Confidentiality

Each party will use reasonable care to protect the other's non-public information that it receives in connection with the Service and is marked or would reasonably be understood as confidential, and will use it only for purposes of these Terms. MHS's confidential information includes the non-public features, logic, pricing terms and security of the Service. This does not cover information that is or becomes public through no fault of the recipient, that the recipient already had or independently developed, or that it lawfully received from someone else. A party may disclose confidential information where the law requires, after giving notice where it lawfully can. Customer Data is handled under Section 8 and our Privacy Policy.

14. Disclaimer of Warranties

THE SERVICE, ALL SUGGESTIONS, PUBLISHED RATES, SIMULATIONS AND OTHER OUTPUT, AND ALL DOCUMENTATION AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MHS, ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. MHS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT RATES WILL BE CALCULATED AS YOU INTEND OR DELIVERED TO ANY CONNECTED SYSTEM OR CHANNEL; THAT ANY DATA WILL BE ACCURATE, COMPLETE OR PRESERVED; THAT ERRORS WILL BE CORRECTED; OR THAT THE SERVICE WILL MEET YOUR NEEDS OR PRODUCE ANY RESULT. NO ADVICE OR INFORMATION FROM MHS CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15. Limitation of Liability

15.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MHS OR ITS AFFILIATES, OR ANY OF THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SUPPLIERS (THE “MHS PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING, WHETHER DIRECT OR INDIRECT: LOST REVENUE; LOST, REDUCED OR UNDERPRICED BOOKINGS OR OCCUPANCY; LOST PROFITS OR SAVINGS; BOOKINGS TAKEN OR HONORED AT ANY RATE; REFUNDS, COMPENSATION OR CHARGEBACKS TO GUESTS OR OTHERS; PENALTIES, FINES OR LOSS OF RANKING OR LISTING FROM ANY SALES CHANNEL, BRAND OR REGULATOR; LOSS OF GOODWILL OR REPUTATION; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES. THIS APPLIES HOWEVER THE LOSS ARISES AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND STATUTE, EVEN IF THE MHS PARTIES WERE ADVISED OF THE POSSIBILITY OF THE LOSS AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE MHS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, TAKEN TOGETHER, WILL NOT EXCEED THE FEES YOU ACTUALLY PAID MHS FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR ONE HUNDRED US DOLLARS (US$100) IF YOU PAID NO FEES IN THAT PERIOD.

15.3 Basis of the bargain. The Fees reflect, and MHS would not provide the Service without, the allocation of risk in Sections 4, 5, 6, 14, 15 and 16. These limits apply even if a remedy fails. Nothing in these Terms limits liability that the applicable law does not allow to be limited. These limits do not apply to your obligations to pay Fees or to indemnify.

16. Indemnification

16.1 Your indemnity. YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE MHS PARTIES FROM AND AGAINST ALL CLAIMS, DEMANDS, INVESTIGATIONS AND PROCEEDINGS BY ANY THIRD PARTY (INCLUDING GUESTS, SALES CHANNELS, CONNECTED SYSTEM PROVIDERS, FRANCHISORS, BRANDS, OWNERS, LENDERS, REGULATORS AND ATTORNEYS GENERAL), AND ALL RESULTING LOSSES, DAMAGES, FINES, PENALTIES, SETTLEMENTS, JUDGMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND EXPERTS' FEES), ARISING OUT OF OR RELATING TO: (A) YOUR RATES, PRICING DECISIONS, CONFIGURATION, RULES, APPROVED SUGGESTIONS, FLOORS, CEILINGS, MANUAL PRICES AND PUBLISHED RATES; (B) YOUR GUESTS AND BOOKINGS; (C) YOUR CONTRACTS WITH SALES CHANNELS, CONNECTED SYSTEM PROVIDERS, FRANCHISORS, BRANDS AND OTHERS, INCLUDING RATE PARITY OBLIGATIONS; (D) CUSTOMER DATA, INCLUDING YOUR COLLECTION AND SHARING OF IT; (E) YOUR AUTHORIZED USERS AND ANYONE USING YOUR CREDENTIALS; (F) YOUR ACTUAL OR ALLEGED BREACH OF ANY LAW, INCLUDING PRICE DISPLAY, CONSUMER PROTECTION, PRICE GOUGING, COMPETITION, PRIVACY AND TAX LAWS; OR (G) YOUR BREACH OF THESE TERMS. THIS INDEMNITY EXPRESSLY APPLIES TO CLAIMS AND LOSSES CAUSED OR ALLEGED TO BE CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF ANY MHS PARTY (INCLUDING NEGLIGENCE IN DESIGNING, OPERATING OR SUPPORTING THE SERVICE OR IN CALCULATING OR SENDING RATES) OR BY THE SERVICE, EXCEPT TO THE EXTENT A FINAL DECISION OF A COURT OR ARBITRATOR FINDS THE LOSS WAS CAUSED BY THAT MHS PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.

16.2 Procedure. MHS will tell you about a claim it wants you to handle, although a delay only reduces your obligations to the extent it harms your defense. You will defend the claim with counsel reasonably acceptable to MHS and will not settle it in a way that admits fault by, or imposes any obligation on, an MHS Party without MHS's written consent. MHS may take part with its own counsel at its own expense, or at your expense if you do not promptly defend the claim.

17. Disputes, Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND TO TAKE PART IN A CLASS ACTION.

17.1 Talk first. Except for a proceeding under Section 17.3, before starting any proceeding, a party must send the other a written notice describing the dispute and the relief sought (to MHS at info@modern-hospitality-solutions.com; to you at the email address on your account), and both parties will try in good faith to resolve it for 30 days.

17.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms, the Service or the relationship between you and MHS, including any dispute, claim or controversy you have against any MHS Party, and including whether this section applies or is enforceable, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Wyoming, and hearings may be held by video or on documents alone. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this section.

17.3 Exceptions. (a) Either party may bring an individual claim in any small claims court with jurisdiction. (b) MHS may bring a claim to collect Fees or other amounts you owe, either in arbitration or in any court with jurisdiction over you, including a court where you or a Property is located, if it gave you written notice of the overdue amount at least 10 days before filing. (c) Either party may ask any court of competent jurisdiction for a temporary restraining order, injunction or other urgent relief to protect its intellectual property, confidential information or the security of the Service, or to stop a breach of Section 9.

17.4 Class action waiver. CLAIMS MAY BE BROUGHT ONLY 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 different customers or award relief to anyone other than the individual parties. If this waiver is found unenforceable for any claim, that claim must be decided by a court as described in Section 17.7, and never in class arbitration.

17.5 Jury waiver. TO THE EXTENT ANY DISPUTE IS HEARD IN COURT, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

17.6 One year to bring a claim. ANY CLAIM YOU HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER IT AROSE, OR, IF THE GOVERNING LAW DOES NOT ALLOW A PERIOD THAT SHORT, WITHIN THE SHORTEST PERIOD IT ALLOWS. THIS PERIOD IS EXTENDED BY THE NUMBER OF DAYS FROM THE DATE A NOTICE UNDER SECTION 17.1 IS SENT UNTIL THE END OF THE 30-DAY PERIOD IN THAT SECTION. OTHERWISE THE CLAIM IS PERMANENTLY BARRED.

17.7 Governing law and courts. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of Wyoming and applicable US federal law, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Sections 17.2 and 17.3, the state and federal courts located in Wyoming have exclusive jurisdiction, and each party consents to their personal jurisdiction and venue.

17.8 Costs. Each party pays its own attorneys' fees and costs in any dispute, and arbitration fees are paid as the arbitration rules provide, except that you will pay MHS's costs of collecting overdue amounts under Section 7.11, including arbitration administrative fees, arbitrator compensation, court costs, collection agency fees and reasonable attorneys' fees, and the arbitrator or court will award them to MHS, and except where a law that cannot be waived provides otherwise.

18. General

18.1 Changes to these Terms. MHS may change these Terms. It will post the new version here with a new “Last Updated” date and, for a material change, tell you by email, in the Service, or by asking you to accept the new version. Changes take effect on the date MHS states, which for a material change that is adverse to you will be at least 15 days after notice, unless the change is required by law or relates only to new features. If you keep using the Service after a change takes effect, you accept it. If you do not agree, stop using the Service and cancel before it takes effect. A change to Section 17 does not apply to a dispute of which either party had notice before the change.

18.2 Notices. MHS may give you notice by email to the address on your account or of any Hotel Admin or General Manager of a Property, or in the Service. Email notices take effect when sent. Keep your email address current. Notices to MHS must be sent by email to info@modern-hospitality-solutions.comwith “Legal Notice” in the subject line, or by mail to Modern Hospitality Solutions LLC, 1515 E Cesar Chavez St. Suite 100, Austin, TX 78702.

18.3 Electronic acceptance. You agree that ticking a box, clicking a button or using the Service to accept these Terms is your electronic signature and has the same effect as a handwritten signature, and that you may receive agreements, notices, invoices and other communications electronically. MHS's records of your acceptance, including the version accepted and when, are evidence of it.

18.4 Assignment. You may not assign or transfer these Terms or any subscription, including by merger, change of control or operation of law, without MHS's prior written consent. MHS may assign these Terms without consent, including to an affiliate or to a successor in a merger, acquisition or sale of assets. If a Property is sold or its management changes, you remain responsible for that Property's subscription and rates until you cancel it or the new operator accepts these Terms for it. These Terms bind permitted successors and assigns.

18.5 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship. MHS provides technology that carries out your instructions.

18.6 Force majeure. MHS is not liable for any delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, changes in law, failures of the internet, power, hosting or cloud providers, outages or changes of Connected Systems, payment processors or other Third-Party Services, and cyberattacks. This does not excuse your obligation to pay Fees.

18.7 Entire agreement. These Terms and the plan details shown when you subscribe are the entire agreement between you and MHS about the Service and replace all earlier discussions and agreements about it. Our Privacy Policy is referred to for information only and, as Section 1.5 says, is not part of this agreement, except as Section 8.9 uses it. You have not relied on any statement, demonstration, marketing material or promise that is not in these Terms.

18.8 Severability and waiver. If any part of these Terms is held unenforceable, it will be enforced to the maximum extent allowed and the rest of these Terms stays in effect, except as Section 17.4 provides. A failure or delay in enforcing any part of these Terms is not a waiver of it.

18.9 No third-party beneficiaries. These Terms do not give any right or remedy to anyone other than you and MHS, except that the MHS Parties may rely on and enforce Sections 14, 15, 16 and 17, a Connected System provider may enforce the rights Section 6.2 gives it, and data subjects have the rights the Clauses incorporated by Section 8.9 give them.

18.10 Sanctions and export. You represent that neither you nor any Authorized User is located in, or owned or controlled by anyone in, a country or region subject to comprehensive US sanctions, or named on any US government restricted party list, and you will not use the Service in breach of US export or sanctions laws.

18.11 Survival. The provisions listed in Section 12.5 survive the end of these Terms.

19. Contact Us

Modern Hospitality Solutions LLC
1515 E Cesar Chavez St. Suite 100
Austin, TX 78702
info@modern-hospitality-solutions.com