Terms of Service
Updated on Mar 4, 2024
Introduction
Nowadays is an AI-powered event planning copilot that takes the hassle out of organizing corporate events. For example, just input event details, and our AI will contact venues and deal with negotiations for you. We are a certified travel agency with unlimited network, guaranteeing your team the best bang for your buck. For more information about Nowadays, please visit https://www.getnowadays.com/.
Scope of Services
a) Company shall provide sourcing for suitable accommodations, meeting spaces, and/or catering services, as well as in making informed decisions regarding the choice of event location.
b) The services shall include the following:
- Providing recommendations and estimates for accommodations and travel costs in Customer’s preferred cities with the aim of facilitating Customer's decision-making regarding the event location.
- Providing recommendations and estimates for accommodations and travel costs in Customer’s preferred cities with the aim of facilitating Customer's decision-making regarding the event location.
- Utilizing advantageous benefits of the Company's status as an IATA accredited travel agency to secure agency rates, discounts, and negotiated prices for the Customer.
- Providing Customer with access to local knowledge on the selected city, obtained from Company's contractors and Company’s relationship with the Convention and Visitors Bureau network. Assisting in booking activities and vendors as needed, including but not limited to Audio-Visual (AV) equipment rental, and obtaining signed Non-Disclosure Agreements (NDAs) from vendors or venues.
- The Company agrees to provide monthly 30-minute check-in calls in addition to Slack support to address live questions or concerns related to the services outlined in this agreement. In cases where additional time beyond the included monthly syncs is required, the Customer may request such time, and the Company shall provide it at a rate of $150 per hour, subject to mutual agreement between the parties.
Terms
Acceptance of Terms
By accessing or using the services provided by Nowadays, you agree to comply with and be bound by the terms and conditions outlined in this agreement.
SAAS Services and Support
Subject to the terms of this agreement, the company will use commercially reasonable efforts to provide the customer with the services in accordance with the Service Level Terms attached hereto as Exhibit A.
Subject to the terms hereof, the company will provide the customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.
Restrictions and Responsibilities
The customer will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the services or any software, documentation, or data related to the services ("Software"). They will not modify, translate, or create derivative works based on the services or any software (except to the extent expressly permitted by the company or authorized within the services). The services or any software shall not be used for timesharing or service bureau purposes or otherwise for the benefit of a third party. Proprietary notices or labels shall not be removed.
Furthermore, the customer may not remove or export from the United States or allow the export or re-export of the services, software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation are "commercial items," and according to DFAR section 252.2277014(a)(1) and (5), they are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this agreement and will be prohibited except to the extent expressly permitted by the terms of this agreement.
The customer represents, covenants, and warrants that they will use the services only in compliance with the company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. The customer hereby agrees to indemnify and hold harmless the company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that directly results from the customer's use of services in violation of the Policy. Although the company has no obligation to monitor the customer's use of the services, the company may do so and may prohibit any use of the services it believes may be (or alleged to be) in violation of the foregoing.
The customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, "Equipment"). The customer shall also be responsible for maintaining the security of the Equipment, customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of the customer account or the Equipment with or without the customer's knowledge or consent.
The customer agrees not to upload any Protected Health Information (PHI) as defined under HIPAA to the platform or through the services. The platform is not intended for handling PHI, and the customer must not use it for this purpose. The customer shall indemnify the company from any liabilities resulting from the breach of this prohibition.
Confidentiality; Proprietary Rights
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of the company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of the customer includes non-public data provided by the customer to the company to enable the provision of the services, including any personal data of the customer's employees, contractors, or the results of the services provided to the customer ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information and (ii) not to use (except in performance of the services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, provided that, if permitted under law, the Receiving Party shall promptly notify the Disclosing Party of any disclosure requested by a court or governmental agency.
Payment of Fees
In consideration for the services rendered by the company, the customer will adhere to the following payment terms: 1) $500 Refundable Deposit: To commence event planning, a $500 refundable deposit is required. This deposit, serving as a commitment to our services, will be applied toward the total cost of the event. It is fully refundable if the customer is not satisfied with our offerings. 2) A 5% service fee will be applied to the total contract value for any services booked through the company's platform.
If the customer's use of the services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), the customer shall be billed for such usage, and the customer agrees to pay the additional fees in the manner provided herein. The company reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to the customer (which may be sent by email). If the customer believes that the company has billed the customer incorrectly, the customer must contact the company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the company's customer support department.
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. The customer shall be responsible for all sales taxes, excise taxes, and VAT associated with the customer's use of the services.
Term and Termination
Subject to earlier termination as provided below, this agreement is for the Initial Service Term as specified in the Order Form and will not be automatically renewed for additional periods.
In addition to any other remedies it may have, either party may also terminate this agreement upon thirty (30) days' notice (or without advance notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this agreement. The customer will pay in full for the services up to and including the last day on which the services are provided. Upon any termination, the company will make all Customer Data available to the customer for electronic retrieval for a period of thirty (30) days, but thereafter the company may, but is not obligated to, delete stored Customer Data. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Warranty and Disclaimer
The company shall use reasonable efforts consistent with prevailing industry standards to maintain the services in a manner which minimizes errors and interruptions in the services and perform services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the company or by third-party providers, or because of other causes beyond the company's reasonable control, but the company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the company does not warrant that the services will be uninterrupted, nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services are provided "as is," and the company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this agreement or the breach, termination, or invalidity thereof shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator appointed by mutual agreement between the parties or, failing such agreement, by the AAA. The arbitration shall take place in a mutually agreed neutral location, and the language of the arbitration shall be English. The arbitrator's decision shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. To the fullest extent permitted by applicable law, the customer and the company waive the right to bring or participate in any class, collective, or representative action or proceeding against the other party. Any claims or disputes between the customer and the company will be arbitrated on an individual basis and will not be consolidated with any other claims or joined with any other parties' claims.
Indemnity
The company shall hold the customer harmless from liability to third parties resulting from infringement by the service of any United States patent or any copyright or misappropriation of any trade secret, provided the company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. The company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the service (i) not supplied by the company, (ii) made in whole or in part in accordance with customer specifications, (iii) that are modified after delivery by the company, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where the customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where the customer's use of the service is not strictly in accordance with this agreement. If, due to a claim of infringement, the services are held by a court of competent jurisdiction to be or are believed by the company to be infringing, the company may, at its option and expense, (a) replace or modify the service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the customer a license to continue using the service, or (c) if neither of the foregoing is commercially practicable, terminate this agreement and the customer's rights hereunder and provide the customer a refund of any prepaid, unused fees for the service.
Limitation of Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, the company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors, and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability, or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services, or technology or loss of business; (b) for any indirect, exemplary, incidental, special, or consequential damages; (c) for any matter beyond the company's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the customer to the company for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the company has been advised of the possibility of such damages.
Miscellaneous
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The provisions for dispute resolution, including binding arbitration and class action waiver, are set forth in the "Dispute Resolution" section of this Agreement.
EXHIBIT A
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. In the event of Force Majeure events, such as but not limited to acts of God, fires, floods, earthquakes, riots, war, acts of terrorism, government actions, or other events beyond the reasonable control of the Company that may cause unpredictable and critical downtime, Company shall be excused from any delay or failure to perform any obligations under this Agreement. During such events, the Service availability and any related downtime credit provisions shall be suspended. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
EXHIBIT B
Support Terms
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@getnowadays.com.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
EXHIBIT C
Testimonial and Reference Account Commitment
The parties shall work together in good faith for the Customer to provide a testimonial and to serve as a reference account upon request.
