KEY DATA REPORTS
Terms & Conditions
Before purchasing this service you agreed to the following terms and conditions, which are binding on you and govern the use of the service.
In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VRMarket Data, LLC dba Key Data (“Key Data”), and you (“Licensee”) agree as follows:
- “Agreement” means these Terms and Conditions and any additional terms specifically set out in writing in the document(s) (if any) to which these Terms are attached or in which they are incorporated by reference, and, if applicable, any additional terms specifically set out in writing in any exhibit attached thereto.
- “Authorized Internal Users” shall mean employees, officers, and directors of Licensee or independent contractor accountants, attorneys, marketing professionals, research professionals, or other professional consultants or advisors of Licensee who are subject to written confidentiality agreements at least at stringent as the one contained herein.
- “Key Data Reports” means the information, data, and reports compiled, analyzed, calculated, organized, and provided by Key Data to Licensee hereunder.
- “Key Data Services” shall mean the services and software provided by Key Data for business intelligence, analytics, and benchmarking of key performance indicators and marketing data, including access to and use of Key Data’s website https://data.keydatadashboard.com/ and any other linked pages, features, content, or application services or mobile applications offered, and the Key Data Reports.
- “Reporting Parties” shall mean lodging providers that provide raw reservation and guest data to Key Data for use in calculating, aggregating, and compiling the Key Data Reports provided as part of Key Data Services.
- Grant of License. Subject to the terms and conditions of this Agreement, and except as may be expressly limited or permitted elsewhere in this Agreement, Key Data hereby grants to Licensee a revocable, non–exclusive, non-transferable, non-sublicensable license to use the Key Data Reports for its own internal business purposes only. Key Data may revoke the license immediately if Licensee is in breach of this Agreement.
- Limitations on Use. Except as specifically permitted in this Agreement or as expressly permitted in writing by Key Data, the Key Data Reports may only be accessed, used, downloaded, manipulated, extracted, republished, or distributed for Licensee’s internal business use by Authorized Internal Users. Licensee’s stakeholders, partners, members, and customers, including member lodging partners, are NOT considered Authorized Internal Users. Licensee shall be liable for any breach of this Agreement by its Authorized Internal Users. If Licensee republishes any data from a Key Data Report in any form, internally or subject to an additional written agreement with Key Data, Key Data must be clearly and conspicuously identified as the source of such data by means of the following notation: SOURCE: COPYRIGHT KEY DATA, LLC (year). REPUBLICATION OR OTHER RE-USE OF THIS DATA WITHOUT THE EXPRESS WRITTEN PERMISSION OF KEY DATA IS STRICTLY PROHIBITED. The notation shall appear immediately below or in conjunction with all graphs, charts or tables derived from a Key Data Report. Any other use, distribution, or republication of the Key Data Report is strictly prohibited.
- INTELLECTUAL PROPERTY
- Ownership, Copyright, and Trademark Notices. You agree and acknowledge the Key Data Services, Key Data Reports, Website, text, images, marks, logos and other content contained therein, including, without limitation, the “look and feel” of the Key Data Services (e.g., text, graphics, images, logos and compilation of the same), and all designs, text, graphics, pictures, information, data, software, other files, and the selection and arrangement thereof (collectively, the “Content”) is the proprietary property of Key Data or its licensors and are protected by U.S. and international intellectual property, copyright, trademark and other laws. You have no rights in the Content other than those rights expressly enumerated in the Agreement. All rights to the Content not expressly enumerated herein are reserved to Key Data. You acknowledge and agree that Key Data and/or its licensors own all right, title and interest in and to the Content (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any other intellectual property rights therein or related thereto) and you agree not to take any action inconsistent with such ownership interests. All Content is: © 2019 Key Data, LLC. All rights reserved. KEY DATA and the Key Data logo and all other product names or slogans displayed are registered and/or common law trademarks of Key Data and/or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Key Data or the applicable trademark holder. In addition, the look and feel of the Key Data Services, including all page headers, custom graphics, button icons and scripts, is the Key Data Services mark, trademark and/or trade dress of Key Data and may not be copied, imitated or used, in whole or in part, without the prior written permission of Key Data. Reference to any products, Key Data Services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by Key Data.
- Except as specifically permitted in writing by Key Data, you will not, in whole or in part, (a) copy the Content; (b) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or make derivative works based on the Content except as otherwise permitted by law or this Agreement; (c) rent, loan, sub-license, lease, distribute or attempt to grant any rights to the Key Data Services or Key Data Reports to third parties; or (d) permit access to the Key Data Services or Key Data Reports to anyone other than Authorized Internal Users.
- To the extent Key Data receives from you any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Key Data Services or any other service or product (“Feedback”), Key Data is the owner of such Feedback and may use, disclose and exploit it without restriction, including to improve the Key Data Services and to develop, market, offer, sell and provide other products and services.
- WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND LIQUIDATED DAMAGES
- Disclaimer of Warranties. You acknowledge the Key Data Report is generated from information received from Reporting Parties and/or via an API from their software providers. Key Data uses its best efforts to insure the information provided to you, including the aggregated data therein, is accurate and complete. However, Key Data does not have control over and takes no responsibility for the accuracy and validity of the “raw” data provided by Reporting Parties. You also acknowledge the Key Data Services may be temporarily unavailable from time to time due to required maintenance, telecommunications interruptions, data hosting interruptions, or other disruptions. THE KEY DATA SERVICES AND KEY DATA REPORTS ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTY. ALL WARRANTIES ARE DISCLAIMED EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR RESULT, AND NONINFRINGEMENT. YOu ASSUME TOTAL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND FOR YOUR USE OF THE RESULTS OBTAINED FROM THE SERVICES OR DATA. KEY DATA DOES NOT WARRANT THE SERVICES OR DATA WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR FREE.
- DISCLAMER AND LIMITATION OF LIABILITY. In no event will KEY DATA be liable for any consequential, indirect, special, incidental, exemplary or punitive damages under this Agreement or in connection with any services OR DATA provided by KEY DATA hereunder, including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss arising out of the use or inability to use the serviceS OR DATA. THE TOTAL LIABILITY, IF ANY, OF KEY DATA IN THE AGGREGATE OVER THE TERM OF THIS AGREEMENT FOR ALL CLAIMS, CAUSES OF ACTION OR LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT AND/OR THE SERVICES AND DATA PROVIDED HEREUNDER, SHALL BE LIMITED TO THE LESSER OF: (A) LICENSEE’S DIRECT DAMAGES, ACTUALLY INCURRED, OR (B) THE TOTAL FEES PAID BY LICENSEE TO KEY DATA IN THE MOST RECENT TWELVE (12) MONTH PERIOD.
- Liquidated Damages. You acknowledge and agree Key Data will incur substantial damages in the event you violate the restrictions on access, use, or distribution of the Key Data Services and Key Data Reports contained in the Agreement. You further acknowledge and agree it would be very difficult to ascertain with certainty the exact amount of damages which Key Data may suffer as a result of such violations. Therefore, you and Key Data agree, in the event you are found to be in violation of the restrictions on access, use, or distribution of the Key Data Services and Key Data Reports contained in the Agreement, you shall be liable to Key Data for liquidated damages payable to Key Data of ten thousand dollars ($10,000) per recipient for each instance you distribute a Key Data Report or the data contained therein to anyone other than an Authorized Internal User or as otherwise permitted in writing by Key Data. Such damages shall be in addition to injunctive relief or any other relief available to Key Data under law or in equity. However, Key Data hereby waives any claim for actual damages for the above violations. You and Key Data specifically agree the above liquated damages amounts do not constitute a penalty and are a reasonable approximation of the actual damages that might be incurred.
- Governing Law, Venue, Attorney’s Fees, and Jury Trial Waiver. The Key Data Services is operated by a United States entity and this Agreement’s validity, construction, and interpretation is governed by the laws of the State of Florida, excluding its principles of conflicts of laws. Your use of the Key Data Services may also be subject to other local, state, national, or international laws. The United States District Court for the Northern District of Florida, Pensacola Division, and the County and Circuit Courts in and for Walton County, Florida shall have exclusive jurisdiction and be the exclusive venue for any dispute arising out of this Agreement or the course of conduct between the parties. The parties hereby submit to the personal jurisdiction of these Courts. If any legal proceeding is commenced to interpret or enforce this Agreement, the prevailing party therein shall be entitled to an award of reasonable attorneys’ fees and costs, including the fees and costs expended in determining entitlement to and the amount of such fees and costs. BY ENTERING INTO THIS AGREEMENT, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL AS TO ANY CLAIMS A PARTY MAY CLAIM TO HAVE AGAINST THE OTHER WHICH ARISES OUT OF THIS AGREEMENT OR THE COURSE OF DEALINGS BETWEEN THE PARTIES. Use of the Key Data Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
- Relationship of Parties. You agree that no joint venture, partnership, or employment relationship exists between you and Key Data because of this Agreement or use of the Key Data Services.
- Cooperation with Government and Law Enforcement. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Key Data Services or information provided to or gathered by us with respect to such use.
- If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and this Agreement shall continue in effect.
- Entire Agreement. This Agreement constitutes the entire agreement between you and Key Data with respect to the Key Data Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Key Data with respect to the Key Data Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- All notices in connection with this Agreement shall be in writing and deemed given when delivered via email to firstname.lastname@example.org for Key Data and the email linked to your Authorized Internal User account, or the next business day after deposit for overnight delivery with a nationally recognized overnight carrier, or three (3) business days after being sent by certified U.S. mail, postage prepaid, return receipt requested, and addressed to 790 N. County Hwy 393, Bldg. 3 Unit B, Santa Rosa Beach, FL 32459 for Key Data and the address on file, if any, in your Authorized Internal User account.
- No Waiver. No waiver of any breach of this Agreement will be deemed to constitute a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Terms directly conflicts with any provision of the Data License and Service Agreement executed between Licensee and Key Data (if any), then the Data License and Service Agreement shall control.
- Licensee is prohibited from assigning this Agreement or delegating any of its duties under this Agreement without the prior written consent of Key Data.
Effective Date of Current Terms: November 15, 2019