Terms of Service

You accept these Terms by checking the box to agree during signup, by signing an order form or proposal that refers to them, or by using the Service. If you accept on behalf of a hotel, inn, management company, or other business, you confirm that you have authority to bind that business, and "Customer" means that business. If you do not agree, do not use the Service.

If you and Clavity sign a separate order form, proposal, or written agreement for the Service (an "Order Form"), it is part of these Terms. Where the Order Form conflicts with these Terms, the Order Form controls for that item.

• "Service" means Lodging Suite: the web application, mobile apps, booking engine and website plugin, and related features and documentation we provide.
• "Customer Data" means data that you, your staff, or your guests enter into or send through the Service, including property, rate, reservation, folio, and guest records.
• "Guest" means a guest, prospective guest, or other person whose information you handle through the Service.
• "Authorized User" means an employee or contractor of yours whom you allow to use the Service under your account.
• "Third-Party Services" means products and services not provided by Clavity that work with the Service, such as payment processors, online travel agencies (OTAs), channel managers, telephone and text-message carriers, and email providers.

Lodging Suite is cloud-based property management software for independent hotels, motels, inns, and vacation rentals. Depending on your plan and settings, it includes reservations and a tape chart, rates and availability, a booking engine, housekeeping, guest records, folios and payments, reporting, channel distribution, online check-in, guest messaging, and AI-assisted features such as the Virtual Front Desk.

We improve the Service continuously and may add, change, or retire features. We will not materially reduce the core functionality of a paid plan during a billing period you have already paid for. Features marked beta, preview, or early access are provided as-is and may change or be withdrawn.

You must give accurate and complete information when you sign up and keep it up to date. You are responsible for your Authorized Users, for keeping logins and API keys confidential, for the roles and permissions you assign, and for all activity under your account. Each login is for one person and may not be shared. Tell us promptly at support@lodgingsuite.com if you suspect unauthorized access.

When you ask for help, our support staff may access your account (including viewing it as one of your users) to troubleshoot and assist you.

New customers may receive a free trial (currently 30 days) with access to the Service. No payment card is needed to start. At the end of the trial you must subscribe to a paid plan to keep using the Service; otherwise your access may be suspended and your account handled as described in Section 22. Trials are provided as-is, and we may change or end the trial offer at any time.

• Subscription fees. Fees are billed monthly in advance based on the number of rooms or units configured for your property, plus any add-ons you choose (for example, the Virtual Front Desk or text-messaging packages). Current pricing is shown in the Service or on your Order Form.
• Automatic renewal. Your subscription renews automatically each month until cancelled. You authorize us and our payment processor, Stripe, to charge your payment method for all fees when due.
• Usage-based charges. Some features (such as phone minutes or text messages) may include a monthly allowance and charge for usage above it at the rates shown in the Service.
• Room changes. If you add rooms, the new fee applies from the next billing period unless the Service shows otherwise.
• Taxes. Fees do not include sales, use, or similar taxes, which you are responsible for (other than taxes on our income).
• Late payment. If a payment fails and is not resolved within 14 days after we notify you, we may suspend the Service until the balance is paid.
• Price changes. We may change prices with at least 30 days' notice by email or in the Service. Changes take effect at your next billing period after the notice period; you may cancel before then.
• Disputed charges. Contact us within 60 days of a charge you believe is wrong, and we will work with you in good faith to resolve it.

You may cancel at any time in your account settings or by emailing support@lodgingsuite.com. Cancellation takes effect at the end of the current billing period, and you keep access until then. Fees already paid are non-refundable, and we do not give prorated refunds for partial months, except where required by law or where we terminate the Service for our convenience under Section 22.

• Ownership. You own your Customer Data. We claim no ownership of it.
• Our use. You grant us a limited license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, support, and improve the Service, to send it to the Third-Party Services you enable, and as required by law. We do not sell Customer Data.
• Aggregated data. We may create de-identified, aggregated statistics from use of the Service (for example, overall occupancy trends) that do not identify you, your property, or any individual, and use them to operate and improve the Service.
• Export. You can export your data at any time while your account is active, and for 30 days after it ends (see Section 22).
• Your responsibility. You are responsible for the accuracy and legality of Customer Data and for having the rights to give it to us.

For Guest personal information, you decide why and how it is collected and used, and we process it on your behalf, following your instructions as expressed through your use and configuration of the Service. Under U.S. state privacy laws, we act as your "service provider" or "processor." You are responsible for giving Guests any privacy notices and obtaining any consents required by law, including for marketing messages, ID scans, signatures, and license-plate photos. Our Privacy Policy explains how we handle information about our own customers and website visitors. Customers who need a separate data processing agreement can request one at support@lodgingsuite.com.

We use commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, including encryption in transit, access controls, and separation between customer accounts. If we confirm unauthorized access to your Customer Data, we will notify you without undue delay and give you the information you reasonably need to meet your own notice obligations. You are responsible for securing your own devices, networks, and logins, and for limiting staff access to what each person needs.

Card payments through the Service are processed by Stripe, Inc. To accept payments you must create a Stripe account and agree to Stripe's terms, including the Stripe Connected Account Agreement. Stripe, not Clavity, is responsible for processing card transactions and paying out funds. Full card numbers are handled by Stripe and are not stored in Lodging Suite; you must not enter full card numbers in notes, messages, or other free-text fields.

You are responsible for your prices, deposits, cancellation and refund policies, surcharges and fees (including following card-network rules and laws that limit surcharges), chargebacks and disputes, and your own PCI DSS obligations. Clavity does not hold or move your funds and is not liable for Stripe's acts or omissions.

The Service connects to Third-Party Services you choose to enable, such as Stripe, OTAs (for example Booking.com, Expedia, or Airbnb) through our channel-manager partner, telephone and text-message carriers, email delivery providers, and accounting software. Your use of each is governed by that provider's terms, and we are not responsible for their availability, accuracy, fees, or actions.

Rate, availability, and reservation updates to and from OTAs depend on those channels and may be delayed or rejected. You should monitor your channel listings and keep a reasonable process for handling overbookings. Clavity is not liable for commissions, penalties, or lost bookings caused by a Third-Party Service or by settings you control.

• Messaging compliance. If you send text messages or make calls through the Service, you are the sender. You are responsible for complying with the Telephone Consumer Protection Act (TCPA), CAN-SPAM, carrier rules (including 10DLC registration), and similar laws, including getting any required consent and honoring opt-out requests. Do not use the Service to send unsolicited marketing.
• Call recording. If you enable call recording or transcription, you are responsible for giving any notice and getting any consent required by the laws where you and your callers are located.
• AI-generated content. AI features (including the Virtual Front Desk, reply drafts, pricing suggestions, and knowledge-base answers) produce output automatically and can make mistakes. You are responsible for the information and settings you provide to them, for reviewing their output where appropriate, and for any automated sending you turn on. You can turn automated features off at any time.
• AI providers. To provide AI features, we send the relevant content (such as a guest's message or a call recording) to our AI and speech providers solely to produce that feature's output.

You and your Authorized Users will not:

• use the Service in violation of any law, or to store or send unlawful, infringing, or harmful content;
• try to gain unauthorized access to the Service, other customers’ data, or our systems;
• interfere with or disrupt the Service, or upload viruses or other malicious code;
• probe, scan, or load-test the Service without our written permission;
• copy, modify, reverse-engineer, or build a competing product from the Service, except as law expressly allows;
• resell, sublicense, or provide the Service to third parties, except to manage properties you operate or manage; or
• use the Service to collect or store sensitive data it is not designed for, such as full card numbers outside the payment forms, or health information.

We may suspend access that we reasonably believe violates this section or threatens the security of the Service or other customers. We will notify you and restore access once the issue is resolved.

You remain responsible for running your property, including your rates, availability, policies, guest communications, staffing, and compliance with lodging, tax, and consumer-protection laws. Reports, tax calculations, night-audit summaries, and pricing suggestions in the Service are tools to help you, based on the settings you configure; they are not tax, legal, or accounting advice. Review them before you rely on them for filings or payments.

Clavity owns the Service, including its software, design, and documentation, and all related intellectual property. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable right during your subscription for your Authorized Users to use the Service for your internal business. Except for this right, these Terms grant you no rights in the Service. If you send us suggestions or feedback, we may use them without obligation to you.

Each party will keep the other's non-public business information that it receives under these Terms confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is rightfully received from a third party. A party may disclose confidential information when required by law, after giving the other party notice where lawful.

We use commercially reasonable efforts to keep the Service available 24 hours a day, 7 days a week, except for scheduled maintenance (which we try to perform during low-use hours and announce in advance when it is expected to cause downtime) and events beyond our reasonable control. The Service includes tools to keep working through short internet outages, but you should keep a basic backup procedure (such as a printed arrivals list) for extended outages. Support is available by email at support@lodgingsuite.com and through in-app chat. We aim to respond within one business day.

We warrant that we will provide the Service in a professional manner consistent with general industry standards and that the Service will perform materially as described in our documentation. If it does not, tell us and we will use reasonable efforts to correct it. If we cannot, either party may terminate the affected subscription and we will refund prepaid fees for the remaining period. This is your exclusive remedy for breach of this warranty.

Except as expressly stated in these Terms, the Service is provided "as is" and "as available." To the maximum extent permitted by law, Clavity disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Service will be uninterrupted or error-free or that AI output will be accurate.

To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, bookings, or data, even if advised of their possibility; and (b) each party's total liability arising out of or relating to these Terms or the Service will not exceed the fees you paid to Clavity in the 12 months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's indemnification obligations, or to liability for fraud, gross negligence, or willful misconduct.

By Clavity. We will defend you against any third-party claim alleging that the Service, as we provide it, infringes that party's U.S. patent, copyright, or trademark or misappropriates its trade secret, and pay the resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. This does not cover claims caused by Customer Data, Third-Party Services, or your modification or misuse of the Service. If such a claim occurs, we may modify the Service, obtain the right for you to keep using it, or terminate it and refund prepaid fees for the remaining period.

By Customer. You will defend Clavity against any third-party claim arising from Customer Data, your dealings with Guests (including your rates, policies, charges, and messages), your violation of law, or your breach of Sections 9, 11, 13, or 14, and pay the resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

The party seeking defense must promptly notify the other, give it control of the defense and settlement (no settlement may impose obligations on the protected party without its consent), and provide reasonable cooperation.

• Term. These Terms apply from when you accept them until your subscription ends. Subscriptions are month-to-month unless an Order Form says otherwise.
• Termination for breach. Either party may terminate if the other materially breaches these Terms and does not cure the breach within 30 days after written notice (14 days for non-payment).
• Termination for convenience by Clavity. We may stop offering the Service to you with at least 60 days' notice, and will refund any prepaid fees for the period after termination.
• Effect of termination. When your subscription ends, your right to use the Service ends. For 30 days afterward you may sign in to export your Customer Data (or ask us to export it for you). After that, we will delete Customer Data from active systems within 90 days, and from backups as they cycle out, unless the law requires us to keep it. You can ask us to delete your data sooner.
• Survival. Sections that by their nature should survive termination will survive, including Sections 6 (for fees owed), 8, 16, 17, and 19 through 25.

These Terms are governed by the laws of the State of New Jersey and applicable U.S. federal law, without regard to conflict-of-law rules. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other and negotiating in good faith for at least 30 days. If the dispute is not resolved, it will be decided exclusively by the state or federal courts located in New Jersey, and each party consents to their jurisdiction. Either party may seek an injunction in any court to protect its intellectual property or confidential information.

We may update these Terms from time to time. For material changes, we will notify account owners by email or in the Service at least 30 days before they take effect. Changes will not apply retroactively. If you do not agree to the changes, you may cancel before they take effect; continuing to use the Service after that means you accept them. The "Last updated" date above shows the current version.

• Entire agreement. These Terms, any Order Form, and the policies they refer to are the entire agreement between the parties about the Service and replace any prior discussions on the subject.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets or of the business the Terms relate to, with notice to the other party.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, power or internet failures, or failures of hosting or telecommunications providers. This does not excuse payment obligations.
• Notices. We will send notices to the email address of your account owner. You may send notices to support@lodgingsuite.com.
• Other terms. If any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries. Electronic acceptance of these Terms is as binding as a signature.

Clavity LLC. If you have questions about these Terms of Service, please contact us at support@lodgingsuite.com.