Subscription Services Agreement

This Subscription Services Agreement (the “Agreement”) governs your subscription to the Innrly hotel back-office platform (the “Service”). By signing an order form, accepting a quote, or using the Service, you (the “Customer”) agree to these terms. The Service is provided by Mystic Solutions LLC, d/b/a Innrly (“Innrly,” “we,” or “us”).

1. Subscription plans

Innrly is offered on a per-property basis under either a month-to-month plan or an annual plan, at the rates published on innrly.com/pricing or in your order form. Customer may add or remove properties at any time; additions are pro-rated for the current billing period.

2. Free trial

New customers may receive a 90-day free trial with full feature access. No payment method is required to begin the trial. At the end of the trial, the subscription does not auto-convert; Customer must affirmatively select a plan to continue using the Service.

3. Fees and billing

• Month-to-month plans are billed quarterly in advance (every three months) and may be cancelled at any time effective at the end of the then-current quarterly billing period. No refunds are issued for partial quarters.
• Annual plans are billed in advance for the full 12-month term and include onboarding at no additional charge.
• Setup fees, if any, are stated on the order form and are due before the Service is activated.
• Fees are exclusive of taxes; Customer is responsible for all applicable sales, use, and similar taxes.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Renewal

Month-to-month subscriptions renew automatically each quarter until cancelled. Annual subscriptions renew automatically for successive 12-month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5. Suspension

We may suspend the Service if (a) Customer’s account is more than thirty (30) days past due, (b) Customer materially breaches this Agreement and fails to cure within ten (10) days of written notice, or (c) Customer’s use of the Service poses a security or operational risk to other customers.

6. Data ownership

Customer retains all rights, title, and interest in and to data uploaded to or generated within the Service (“Customer Data”). Innrly receives a limited license to host, process, and display Customer Data solely as needed to provide the Service. We do not sell Customer Data. We may use aggregated, de-identified data to improve the Service.

No PHI. The Service is not a HIPAA-compliant platform. Customer represents and warrants that it will not upload, transmit, or store Protected Health Information (as defined by HIPAA) in the Service. Innrly is not a Business Associate, will not execute a Business Associate Agreement, and has no obligations under HIPAA with respect to Customer Data. Customer will indemnify Innrly against any claim arising from PHI submitted in violation of this provision.

7. Data export and deletion

Customer may export Customer Data at any time during the subscription via the in-product export tools or documented APIs. Upon termination or expiration, Innrly will retain Customer Data in a retrievable state for ninety (90) days (the “Export Window”) so Customer can export it in industry-standard formats (CSV, JSON, and PDF for documents). On written request during the Export Window, Innrly will also provide a one-time full export at no additional charge. After the Export Window, Innrly will delete Customer Data from production systems within thirty (30) days, with residual copies in encrypted backups purged on the standard 35-day rolling rotation, except where longer retention is required by law.

8. Service availability & credits

Innrly is built and operated to enterprise hospitality-grade standards, with redundant cloud infrastructure, continuous automated monitoring, and on-call engineering coverage. Innrly will use commercially reasonable efforts to keep the production platform continuously available to Customer, and to investigate and resolve service interruptions promptly.

If Customer experiences a service interruption attributable to Innrly that materially affects Customer’s use of the Service for an extended period within a calendar month, Customer may request a service credit against the following month’s fees for the affected properties. Credits are determined by Innrly in good faith based on the duration and operational impact of the interruption. Service credits are Customer’s sole and exclusive remedy for service interruptions and, in aggregate, will not exceed fifty percent (50%) of one (1) month of fees for the affected properties in any month.

Credit eligibility excludes: (a) scheduled maintenance announced at least forty-eight (48) hours in advance, (b) emergency security patching, (c) force majeure events, (d) issues originating on Customer’s network, devices, or third-party systems, and (e) outages in third-party integrations (including PMS, accounting, and banking providers) outside Innrly’s reasonable control. Credit requests must be submitted in writing within thirty (30) days of the end of the affected month.

9. Confidentiality

Each party will protect the other’s Confidential Information with at least the same care it uses for its own confidential information, and not less than a reasonable standard of care, and will use Confidential Information only to perform under this Agreement.

10. IP indemnification

Subject to the limits and exclusions in this Section and the overall limitation of liability in Section 13, Innrly will defend Customer against any unaffiliated third-party claim alleging that Customer’s properly licensed use of the unmodified Service, as delivered by Innrly and used in accordance with this Agreement and the Documentation, directly infringes a U.S. patent, copyright, or registered trademark issued or registered as of the Effective Date, and will pay damages and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction against Customer, or agreed by Innrly in a written settlement, provided that Customer (a) promptly notifies Innrly in writing of the claim, (b) gives Innrly sole control of the defense and settlement, and (c) provides reasonable cooperation at Innrly’s expense.

If the Service is, or in Innrly’s reasonable opinion is likely to become, the subject of an infringement claim, Innrly may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service to be non-infringing while preserving substantially equivalent functionality; or (iii) terminate the affected subscription and refund any prepaid unused fees for the remaining term. Innrly has no obligation for claims arising from or relating to (1) modifications to the Service not made by Innrly, (2) combination, operation, or use of the Service with software, data, hardware, services, or systems not provided by Innrly where the claim would have been avoided absent such combination, (3) Customer Data or any content, data, or input supplied by or on behalf of Customer, (4) use of the Service in violation of this Agreement, applicable law, or the Documentation, (5) use of any version of the Service other than the most current version made available by Innrly, where use of the current version would have avoided the claim, or (6) any open-source components used in accordance with their own licenses. This Section states Innrly’s sole liability, and Customer’s sole and exclusive remedy, for any third-party claim of intellectual property infringement.

11. Insurance

During the term, Innrly will maintain, at its own expense, cyber liability insurance (covering data breach response, privacy liability, network security liability, and regulatory defense) with limits of not less than $1,000,000 per claim and in the aggregate. Upon written request, Innrly will provide a certificate of insurance evidencing such coverage. This coverage does not increase or otherwise modify the limitation of liability in Section 13.

12. Warranty disclaimer

Except as expressly set forth in this Agreement, the Service is provided “as is” and Innrly disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of liability

Except for Customer’s payment obligations (which remain uncapped), each party’s aggregate liability under this Agreement, including under indemnification and confidentiality obligations, is capped at the greater of (a) two (2) times the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim, or (b) one million U.S. dollars ($1,000,000). Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of business opportunity, even if advised of the possibility of such damages.

Additional carve-outs. Notwithstanding anything to the contrary, Innrly has no liability for, and the foregoing cap does not entitle Customer to recover for: (i) wage-and-hour, employment, labor, scheduling, or biometric-privacy claims brought by Customer’s workforce or any government agency; (ii) losses arising from third-party payment processors, banks, or payment rails, including misdirected, duplicate, fraudulent, or unauthorized disbursements; or (iii) inaccuracies, delays, or unavailability of data delivered by third-party data aggregators or by Customer’s financial institutions.

14. Termination

Either party may terminate this Agreement for material breach not cured within thirty (30) days of written notice. Customer may cancel month-to-month plans at any time effective at the end of the then-current quarterly billing period. Termination does not relieve Customer of fees owed for the term already in effect.

15. Governing law

This Agreement is governed by the laws of the State of Louisiana, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Louisiana.

16. Workforce records & biometric time clock

Innrly’s time-and-attendance, scheduling, and labor modules are recordkeeping tools, not legal, payroll, or human-resources advice. Customer is the sole employer of record for its workforce and is solely responsible for compliance with the Fair Labor Standards Act, applicable state and local wage-and-hour laws, overtime classification, meal- and rest-break rules, minor-labor restrictions, predictive-scheduling ordinances, and recordkeeping and retention requirements (including 29 C.F.R. §516). Customer is responsible for reviewing, approving, correcting, and retaining time records produced by the Service. Innrly makes no warranty that the Service, as configured or used by Customer, satisfies the requirements of any particular jurisdiction.

Biometric time-clock (face geometry). Where Customer enables face-recognition clock-in, the Service collects and processes biometric identifiers and biometric information (collectively, “Biometric Data”) on Customer’s behalf for the sole purpose of authenticating shift punches. Customer represents and warrants that, before any worker is enrolled, Customer (a) provides a written notice describing the type of Biometric Data collected, the purpose, and the retention schedule, and (b) obtains a written release from each worker, in each case in compliance with the Illinois Biometric Information Privacy Act (740 ILCS 14), Texas Bus. & Com. Code §503.001, Washington RCW 19.375, New York City Admin. Code §22-1201 et seq., and any other applicable biometric-privacy law. Customer will maintain copies of such notices and releases and produce them on request. Innrly does not sell or lease Biometric Data, does not use it for any purpose other than providing the Service, and will delete Biometric Data within the shorter of (i) the period required by applicable law or (ii) three (3) years after the worker’s last interaction with the Service. Customer will indemnify Innrly against any claim by Customer’s workforce, former workforce, or any government agency arising from Customer’s failure to obtain required notices or releases, or otherwise arising from wage, hour, classification, scheduling, employment, or biometric-privacy matters.

17. Payment services (vendor disbursements)

Vendor check, ACH, and other disbursement features are made available through one or more independent third-party payment processors (each, a “Payment Processor”) with which Customer contracts directly. Customer must execute the Payment Processor’s own enrollment documents, terms of service, operating rules, and bank authorizations before any disbursement feature is activated, and Customer’s use of those features is governed exclusively by that separate agreement between Customer and the Payment Processor. Innrly is not a party to, and has no rights or obligations under, that agreement.

Innrly is not a bank, money transmitter, money services business, payment processor, or fiduciary, does not hold, route, or take custody of Customer funds, and acts solely as a software interface that passes Customer-initiated payment instructions to the Payment Processor for execution. All funds movement, settlement timing, KYC/KYB, OFAC and sanctions screening, NACHA and card-network compliance, return/reversal handling, chargebacks, dispute resolution, error resolution under Regulation E, and customer support for payment transactions are the sole responsibility of the Payment Processor and/or Customer.

Customer assumes all risk arising from the Payment Services, including: (a) misdirected, duplicate, late, fraudulent, unauthorized, reversed, or returned payments; (b) losses from compromised credentials, business email compromise, vendor-impersonation fraud, or social engineering; (c) IRS Form 1099 and other tax reporting for vendors; (d) maintaining positive-pay, dual-control, and other fraud controls at Customer’s bank; (e) verifying payee identity, banking details, and payment authorization before approval; and (f) any fees, fines, or assessments imposed by the Payment Processor or banking rails. Innrly has no liability of any kind arising out of or relating to the Payment Services, the acts or omissions of any Payment Processor, or any funds transmitted or attempted to be transmitted through the Payment Services, and Customer will indemnify, defend, and hold Innrly harmless from any claim by Customer, Customer’s payees, Customer’s bank, or any Payment Processor arising from the foregoing.

18. Bank data connectivity

Bank-account connectivity for deposit reconciliation and related features is provided through an independent third-party data aggregator (the “Aggregator”) with which Customer and each authorized user contract directly by accepting the Aggregator’s end-user terms and privacy policy at the time of account linking. Innrly is not a party to that agreement. Bank login credentials are transmitted directly to the Aggregator; Innrly does not see, store, or transmit them. Customer represents that each individual who links a financial account through the Service is authorized to do so on behalf of the account holder.

Innrly is not responsible for, and assumes no liability for, the accuracy, completeness, timeliness, security, or availability of any data delivered by the Aggregator or by the underlying financial institution, or for any institution that blocks, throttles, or discontinues connectivity. Customer remains solely responsible for monitoring its own accounts and for reporting unauthorized activity to its bank within the timeframes required by Regulation E, the Uniform Commercial Code, and Customer’s deposit agreement. The Service is not a substitute for bank-side monitoring or treasury controls.

19. Changes

We may update this Agreement from time to time. Material changes will be communicated at least thirty (30) days in advance and will take effect at the start of Customer’s next renewal term.

Questions about this Agreement? Contact legal@innrly.com.