Last updated: August 08, 2019
General Terms of Service
This is a legally binding agreement. If you do not agree to this agreement, please do not use the service or access our website. We reserve the right to modify or amend this agreement from time to time and will post notification on our website or by sending you notice by email. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of our service following the posting of changes to this agreement will mean you accept those changes. Unless we provide you with specific notice, no changes to this agreement will apply retroactively.
Preliminary Matters
Agreement
Having considered and agreed to the above Preliminary Matters and the terms and conditions below, the Parties hereby mutually agree to the foregoing and as follows:
1. Definitions
- "Addendum" or "Addenda" means any supplements or additions to these TOS entered into in writing by Xola and Provider from time to time, for the purpose of modifying or supplementing these TOS. Each Addendum entered into by Xola and Provider is hereby incorporated into the Contract by reference.
- "Authorized Persons" has the meaning provided in Article 6 below.
- "Billing Period" means the period that is covered by a single Subscription Licensing Fee payment. The Billing Period shall be yearly unless stated in the Order Acceptance or otherwise agreed to by Parties in writing.
- "Booking" means a Guest reservation related to a Provider's services.
- "Cardholder Data" means credit card numbers and billing addresses as entered by Guests or you. Cardholder Data is a subset of Guest Data.
- "Compiled Data" means proprietary data about the utilization of our Digital Properties by Providers and Guests that is created or generated by or for Xola, which data may be used for the purposes of, among other things and by way of example, internal business purposes, improving, maintaining, administering or developing the Services, and/or producing and publishing indices, statistics, summaries, and industry reports. The Compiled Data will be presented in an anonymous, aggregate manner only and will not reveal proprietary or personally identifying information about you or your Guests.
- "Confidential Information" has the meaning given it in Article 7 below.
- "Content" means any text, graphics, images, audio, video, and information or other materials.
- "Contract" means the entire Agreement as defined above.
- "Digital Properties" means the Services, the Website, the Mobile Applications, and the Xola API.
- "Effective Date" means the earlier of (i) the date you receive the Order Acceptance or (ii) the first date on which you use the Purchased Services, or (iii) other than for purposes of Articles 4, 9 and 12, the date on which you first use any of the other Services of the Digital Properties.
- "Guest" means the Person scheduling or purchasing products and/or services from or with Provider through our Digital Properties.
- "Guest Data" means data about an Guest or the Guest's activities that you or an Guest furnishes to Xola through use of the Digital Properties.
- "Integrated Merchant Account" means a third- party payment processor integrated with Xola to process your payments for the Purchased Services. By buying or selling on Xola you authorize Xola to disclose your information and payment instructions to the payment processor and agree to be bound by the current version of processor’s terms of service, privacy policy, and commercial practices and policies made available on their website. You are responsible for reviewing and becoming familiar with those materials issued and set forth by your Payment Processor. Processors may change their policies and terms from time to time. Your continued use of the Xola Service or Digital Properties will mean you accept those agreements as well as the "Payment Services Agreement."
- "Onsite Implementation Services" means training, onboarding and/or implementation provided by Xola to you at your facilities for an additional fee. Onsite Training is only available in certain geographical areas and subject to availability, as determined by Xola in its sole discretion.
- "Order Acceptance" means the communication that Xola sends to you responding to a Provider Order. The Order Acceptance shall confirm our acceptance of the Provider Order, list the Purchased Services and state the amount of the Licensing Fee payable to Xola and applicable payment terms.
- "PCI DSS" means the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/, and as may be updated from time to time, at any time.
- "Person" means a natural person, corporation, partnership, limited liability company, or any other legal entity capable of having legal rights and duties.
- "Providers" or "Xola Providers" mean the Person who registers or otherwise signs up with Xola to sell their products or services or use Xola Services.
- "Provider Data" means all data entered or otherwise furnished by you on or to Xola's host computer system using the Purchased Services. Provider Data includes Guest Data, Provider Public Data, and Provider Private Data. Xola does not store Cardholder Data on Xola's host computer system. Provider Data is the property of Provider as stated in Section 2.2 below.
- "Provider Private Data" means that portion of Provider Data that will not be displayed or made available to the public through the Public Services or other publicly accessible portions of the Digital Properties. Provider Data that you do not designate as Provider Public Data and do not provide to or for display on the Public Services or other publicly accessible portions of the Digital Properties will be private and confidential in accordance with the terms and conditions of Article 7 below.
- "Provider Public Data" means that portion of Provider Data that you designate as public or provide to or for display on the Public Services or other publicly accessible portions of the Digital Properties. Examples of Provider Public Data include, without limitation, any information pertaining to the products and services you offer and information provided for the purpose of marketing, promoting, and facilitating the sale or use of your products and services.
- "Provider Order" means the initial communication submitted by you to us, describing the Services you want to purchase.
- "Public Services" means our Services that Guests may utilize or purchase. The Public Services are publicly accessible through a generally available web browser, mobile device or Xola authorized application. You agree that Provider Public Data shall be publicly accessible through the Public Services.
- "Purchased Services" means all the Services identified in the Order Acceptance as the services to be provided to you by Xola (together with any applicable implementation services in accordance with Section 3 below) in exchange for the Licensing Fees and/or any additional fees identified in the Order Acceptance.
- "Representatives" means directors, officers, employees, agents and financial, legal, other advisors and affiliates of the Provider and/or Xola, as applicable.
- "Services" means Xola's online software-as-a-service booking and marketing system for tour guides, activity providers and similar businesses that, among other things and without limitation, allows Guests to schedule and purchase services or products from Providers and allows Providers to manage and administer such scheduling and purchasing, together with the associated implementation and other services described in Section 3 below.
- "Services License" means the license granted in Section 6.2 below.
- "Startup Training" means training provided by a Xola professional to you while you are in the process of implementing the Purchased Services in accordance with its standard policies and procedures. Such training is described in more detail in Section 3.2b below. Startup Training is delivered via telephone and optional Internet link and excludes any onsite services.
- "Scheduled Maintenance" means periodic planned servicing to our Digital Properties as may be necessary from time to time to maintain optimum system performance, and which are announced in advance by Xola.
- "Licensing Fee" means the fees to be paid to Xola for the Purchased Services, as set forth in the Order Acceptance. In consideration for using the Services, Licensing Fees are assessed, structured as either Subscription Licensing Fees or Transactional Licensing Fees. Subscription Licensing Fees are paid for by Provider to Xola. Transactional Licensing Fees may be configured to be paid for by the Provider or the Guest.
- "Termination Date" has the meaning provided in Section 13.2 below.
- "Xola Content" means all Content that Xola makes available through the Digital Properties, including any Content licensed from a third party, but excluding Content provided by you or Guests.
2. Data Ownership
3. Services
4. Payment Terms
In consideration for using the Service, you agree to pay the total amount included with the Booking, including any related charges, fees, deposits and taxes.
The fees and other charges related to Provider’s products or services (the “Service Fee”) are set by the Provider. You acknowledge that Xola charges an additional fee to the Guest based on a percentage of the total Service Fee (the “Guest Fee”). When applicable, taxes may also be charged. The Service Fee, Guest Fee, other charges and applicable taxes are all included in the “Total Fees.” Xola will charge the full amount of the Total Fees to Guest’s method of payment at the time that the Booking is submitted by the Guest. Please note that Provider, not Xola, determines the Service Fee and is solely response for honoring any confirmed Bookings reserved through our Service. Further, you acknowledge and agree that Xola is not responsible for any fees or charges from Guest’s financial institution associated with this transaction.
Pre-Authorization : At the time that you make a Booking, you authorize Xola, or a payment processor on its behalf, to (a) obtain a pre-authorization via your payment method for the Total Fees or (b) charge your payment method a nominal amount, not to exceed one US dollar ($1). You authorize Xola, directly or indirectly via a third-party payment processor, to process your payment with the method of payment you select in the Booking and to collect the full amount of the Totals Fees for each confirmed Booking.
Cancellations: The Provider’s cancellation policy will apply to any cancellation. Your ability to receive a refund for the Total Fees and other amounts charged to you will depend upon the terms of the Provider’s cancellation policy and, in some cases, no refund may be issued. Details regarding refunds and cancellation policies of the Provider are available in the listing or from the Provider. If a Provider cancels a confirmed Booking made via the Service, it is at the Provider’s discretion and the Provider’s responsibility to issue a refund of the Total Fees for such Booking to the applicable Guest within a commercially reasonable time of the cancellation.
Deposits, Recurring and Partial Payments: In some instances, Guests may be required to make recurring or incremental payments toward the Total Fees owed for a confirmed Booking (“Recurring Payments”). If Recurring Payments apply to your payment obligations for Total Fees owed for a confirmed Booking, you authorize Xola, on behalf of the Provider, to collect the Total Fees in the increments and at the frequency associated with the applicable Payment.