Terms and Conditions

1. Interpretation and Definitions

1.1 Interpretation

Words with initial capitalization have meanings defined in these Terms. The definitions apply whether the words appear in singular or plural.

1.2 Definitions

• "Account" means the Customer account used to access the Service.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Application" means any Prostay software application(s), including desktop and mobile apps, if provided.
• "Authorized Users" means Customer's employees, contractors, and agents that Customer authorizes to use the Service.
• "Confidential Information" has the meaning set out in Section 14.
• "Customer Data" means data and content submitted to the Service by or on behalf of Customer, including operational data, reservation data, guest data, files, messages, and configuration data.
• "Documentation" means user guides, help articles, and technical documentation made available by Prostay.
• "Order Form" means any ordering document or process (including online checkout, invoices, and quotes accepted by Customer) specifying subscription plan(s), term, fees, and applicable usage limits.
• "Service" means the Prostay platform, including the Website, Application, APIs, integrations, and related services and features provided by Prostay.
• "Service Data" has the meaning set out in Section 8.3.
• "Subscription" means access to the Service offered on a paid recurring basis under a plan.
• "Website" means www.prostay.com and any Prostay webpages or subdomains we operate.

2. Acknowledgment

These Terms govern your use of the Service and describe the rights and obligations of all users. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms.

You represent that you are at least 18 years old. The Company does not permit individuals under 18 to use the Service.

3. The Service

Prostay is subscription software. The Service may include different modules, packages, features, and integrations. Functionality may depend on your configuration, connectivity, and third‑party services.

We may update, modify, or improve the Service from time to time, including adding, removing, or changing features, to maintain security, comply with law, or improve performance.

The Service may include optional early-access, beta, or experimental features. Such features may change, may not be supported, and may be discontinued at any time.

4. Order Forms, Plan Terms, and Precedence

If you purchase a Subscription, your purchase may be confirmed through an Order Form, invoice, online checkout, or other ordering process. The ordering document may specify plan details, included features, usage limits, Subscription term, fees, and billing cadence.

If there is a conflict between an Order Form and these Terms, the Order Form controls for that conflict. Any additional or different terms in a purchase order or similar document issued by Customer are rejected and will not apply unless expressly agreed in writing by Prostay.

5. Accounts, Administrators, and Access Control

You are responsible for maintaining the confidentiality of credentials and for all activity under your Account. You must promptly notify us at office@prostay.com of any suspected unauthorized access or security incident.

Customer controls Authorized User access, roles, and permissions. Customer is responsible for ensuring only appropriate personnel have access to sensitive features and data.

You will ensure that Authorized Users comply with these Terms. Customer is responsible for any breach of these Terms by an Authorized User.

6. Subscriptions, Billing, and Taxes

6.1 Subscription Term and Renewal

If you purchase a Subscription, you will be billed in advance on a recurring basis (for example, monthly or annually) as indicated at purchase or in an Order Form. Subscriptions renew automatically at the end of each billing period unless you cancel renewal through your Account settings or by contacting us.

6.2 Billing Information

You must provide accurate and complete billing information and maintain valid payment methods where required. If automatic billing fails, we may issue an invoice and require payment within the stated timeframe.

6.3 Fee Changes

We may change fees or introduce new charges for new or expanded functionality. Any changes to existing recurring Subscription fees will take effect at renewal unless otherwise required by law.

6.4 Taxes

Fees are exclusive of applicable taxes, duties, and government charges. You are responsible for paying applicable taxes, except taxes on Prostay's income.

6.5 Late Payments and Suspension

If payment is overdue, we may suspend access to the Service after giving reasonable notice and an opportunity to cure, unless prohibited by applicable law or contract.

7. Cancellation, Non‑Renewal, and Refunds

7.1 Canceling Renewal

You may cancel renewal at any time through your Account settings or by contacting us. Canceling renewal prevents the Subscription from renewing at the next renewal date. Unless stated otherwise in an Order Form, canceling renewal does not provide a refund for fees already paid for the current billing period.

7.2 Refunds

Except when required by law or expressly stated in an Order Form, Subscription fees are non‑refundable. Any refund requests we consider are assessed case‑by‑case at our sole discretion.

8. Customer Data, Privacy, and Data Protection

8.1 Ownership

As between you and Prostay, you retain all rights in Customer Data. Prostay does not claim ownership of Customer Data.

8.2 License to Provide the Service

Customer grants Prostay and its Affiliates a worldwide, non‑exclusive license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, and support the Service, to perform our obligations under these Terms, and as otherwise permitted by the Privacy Policy.

If Customer configures the Service to publish content publicly (for example, through a booking engine or customer-facing pages), Customer instructs Prostay to display the relevant Customer Data and content publicly as configured by Customer.

8.3 Service Data (Aggregated and De‑identified)

Prostay may collect and use data about the operation, performance, and use of the Service, including feature usage, system metrics, and configuration information, in aggregated and/or de‑identified form ("Service Data") for analytics, security, product improvement, and reporting. Service Data does not identify Customer, Authorized Users, or Customer's guests.

Prostay will not share Customer Data from one customer account with another customer account except at Customer's direction (for example, where Customer explicitly connects multiple accounts) or as described in these Terms and the Privacy Policy.

8.4 Processing and Data Protection Roles

Prostay processes Customer Data to provide, maintain, secure, and support the Service, to comply with law, and as described in our Privacy Policy. To the extent Prostay processes personal data included in Customer Data on behalf of Customer, Customer is the controller (or equivalent) and Prostay is the processor (or equivalent), and each party will comply with applicable data protection laws.

8.5 Customer Responsibilities

Customer is responsible for the legality of Customer Data and for providing any notices and obtaining any consents required for collection, use, and processing of Customer Data, including personal data of guests and staff, as applicable.

Customer is responsible for configuring retention settings, access controls, and permissions appropriately, and for ensuring Authorized Users use the Service in compliance with these Terms.

8.6 Security

We implement reasonable administrative, technical, and organizational measures designed to protect Customer Data. No system can be guaranteed 100% secure; you agree to use the Service with this understanding.

8.7 Security Incidents

If Prostay becomes aware of a confirmed unauthorized access to Customer Data within the Service that materially compromises the confidentiality, integrity, or availability of Customer Data (a "Security Incident"), Prostay will notify Customer without undue delay and provide information reasonably necessary for Customer to understand the nature of the Security Incident and the steps Prostay is taking to mitigate it.

Prostay's notification obligation does not apply to unsuccessful attempts or activities that do not compromise Customer Data, such as port scans, denial-of-service attacks, or other network attacks on firewalls or systems.

8.8 Backups

We may perform backups as part of normal operations. Customer remains responsible for maintaining a complete and accurate copy of Customer Data outside the Service when required for Customer's business continuity needs.

8.9 Data Export and Deletion After Termination

During an active Subscription, Prostay provides commercially reasonable means to export Customer Data, subject to technical limitations.

After termination or expiration of the Subscription, Customer may request export of Customer Data for up to thirty (30) days, unless Prostay is legally prohibited from doing so or the request is not technically feasible. After that period, Prostay may delete or anonymize Customer Data in accordance with the Privacy Policy, legal obligations, dispute resolution needs, and backup integrity requirements.

9. Acceptable Use

You will not (and will not allow others to):

• use the Service in violation of any law or regulation;
• upload or transmit malware, harmful code, or abusive content;
• probe, scan, or test the vulnerability of the Service without our written permission;
• interfere with or disrupt the integrity or performance of the Service, including bypassing rate limits or access controls;
• access or attempt to access data you are not authorized to access;
• use the Service to develop or assist development of a competing product by copying features, interfaces, or workflows;
• remove, obscure, or alter proprietary notices or security features;
• use the Service for unlawful, fraudulent, or deceptive purposes.

We may suspend or limit access to the Service if we reasonably believe you are violating this section, you are creating a security risk, or suspension is required by law.

10. End‑User License Agreement (EULA)

10.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Prostay grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license during your Subscription to access and use the Service and any Application solely for your internal business purposes. The Service is licensed, not sold.

10.2 License Restrictions

You will not (and will not allow others to):

• reverse engineer, decompile, disassemble, or attempt to derive source code from the Service or Application, except to the extent such restriction is prohibited by law;
• copy, modify, or create derivative works of the Service or Application except as expressly permitted by Prostay in writing;
• resell, rent, lease, sublicense, or otherwise make the Service available to third parties (other than Authorized Users) without Prostay's written permission;
• circumvent technical limitations or security measures.

10.3 Open‑Source Components

The Service may include components subject to open‑source licenses. Those licenses govern the applicable open‑source components.

11. Intellectual Property and Feedback

The Service, Documentation, and all related intellectual property rights are owned by Prostay or its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

If you provide feedback, suggestions, or ideas, you grant Prostay a worldwide, perpetual, irrevocable, royalty‑free license to use and incorporate them without obligation.

12. Third‑Party Services and Integrations

The Service may interoperate with third‑party products or services. Third‑party services are governed by their own terms and policies. Prostay is not responsible for third‑party services, including their availability, security, or changes that affect integrations.

If you enable an integration, you authorize Prostay to access and exchange data with the third‑party service as necessary to provide the integration features you configure. You are responsible for confirming integration settings, mappings, and outputs.

13. Support, Availability, and Maintenance

Support levels may vary by Subscription plan. Unless expressly stated in an Order Form, the Service is provided without a guaranteed uptime commitment or service level agreement.

We may perform planned or emergency maintenance that can temporarily affect availability. We use commercially reasonable efforts to minimize disruption.

14. Confidentiality

14.1 Confidential Information

"Confidential Information" means non‑public information disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information.

14.2 Protection and Use

The receiving party will use the disclosing party's Confidential Information only as needed to perform under these Terms and will protect it using reasonable care. The receiving party will not disclose the Confidential Information to any third party except to its employees, contractors, Affiliates, and service providers who have a need to know and are bound by confidentiality obligations.

14.3 Exclusions

Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed without use of the Confidential Information, or lawfully received from a third party without confidentiality obligation.

14.4 Compelled Disclosure

The receiving party may disclose the disclosing party's Confidential Information to the extent required by law or court order, provided that (to the extent legally permitted) it gives prompt notice and reasonably cooperates to seek confidential treatment.

15. Warranties and Disclaimers

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, Prostay disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.

Prostay does not warrant that the Service will meet your requirements, achieve intended results, be compatible with all systems, operate uninterrupted, or be error‑free, or that defects will be corrected.

The Service may include operational, reporting, invoicing, accounting-related, automation, or AI-assisted features. Outputs, suggestions, or automated results may be incomplete or inaccurate and should be reviewed by Customer. Prostay does not provide legal, tax, or accounting advice. Customer is responsible for compliance obligations and for consulting qualified advisors as needed.

16. Limitation of Liability

To the maximum extent permitted by law, Prostay will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business interruption, arising out of or related to the Service or these Terms.

To the maximum extent permitted by law, Prostay's total liability arising out of or related to the Service or these Terms will not exceed the total fees paid by Customer to Prostay for the Service in the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you. In that case, liability will be limited to the maximum extent permitted by applicable law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Prostay and its Affiliates, directors, officers, employees, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Data; (b) your misuse of the Service; (c) your violation of these Terms or applicable law; or (d) your configuration choices and instructions to the Service, including integration mappings and settings.

18. Suspension and Termination

18.1 Suspension

We may suspend your access to the Service if: (a) you are in material breach of these Terms; (b) payment is overdue; (c) we reasonably believe your use presents a security risk; or (d) suspension is required by law. When feasible, we will provide notice and an opportunity to cure.

18.2 Termination for Cause

Either party may terminate these Terms for material breach if the other party fails to cure the breach within thirty (30) days after written notice. We may terminate immediately for severe breaches involving security, illegal activity, or misuse of the Service.

18.3 Effect of Termination

Upon termination, your license to use the Service ends and you must stop using the Service. Sections that by their nature should survive will survive, including Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Notices.

19. Compliance, Export Controls, and Sanctions

You will comply with all applicable laws and regulations in connection with your use of the Service, including data protection, consumer protection, and anti-spam laws.

You represent that you are not located in a country subject to comprehensive sanctions or embargoes that would prohibit access to the Service, and that you are not listed on any applicable government restricted-party list. You will not use the Service in violation of export controls or sanctions laws.

20. Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, acts of government, labor disputes, telecommunications failures, power failures, internet outages, and denial‑of‑service attacks.

21. Governing Law and Dispute Resolution

These Terms are governed by the laws of Hong Kong SAR China, excluding its conflicts of law rules.

If you have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting Prostay at office@prostay.com.

Subject to any mandatory local law, the courts of Hong Kong shall have exclusive jurisdiction over any dispute arising out of or related to these Terms.

22. Miscellaneous

22.1 Assignment

You may not assign or transfer these Terms without Prostay's prior written consent. Prostay may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

22.2 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

22.3 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

22.4 Waiver

A failure to enforce any provision of these Terms is not a waiver of future enforcement of that or any other provision.

22.5 Changes to These Terms

We may modify these Terms from time to time. If a revision is material, we will make reasonable efforts to provide notice prior to the new terms taking effect. By continuing to use the Service after changes become effective, you agree to the updated Terms.

22.6 Entire Agreement

These Terms, together with any Order Form and incorporated policies, form the entire agreement between you and Prostay regarding the Service and supersede prior agreements on the subject.

22.7 Translation

If these Terms are translated, the English version will control in the event of a conflict.

22.8 Notices

Prostay may provide notices to Customer by email to the administrative email address associated with the Account, by in‑Service notification, or by posting notices on the Website. Customer may provide notices to Prostay by email to office@prostay.com and, for legal notices only, by courier or registered mail to Prostay's address stated above. Notices are deemed given when sent, except where applicable law requires a different method.

22.9 Electronic Communications

You agree that notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

Appendix A: QuickBooks Integration Addendum (EULA + Integration Terms)

This Addendum applies only if you enable the Prostay integration with Intuit QuickBooks (the "QuickBooks Integration"). If there is a conflict between this Addendum and the rest of these Terms, this Addendum controls for the QuickBooks Integration.

A1. Third‑Party Relationship

QuickBooks is a third‑party service provided by Intuit Inc. Prostay is not Intuit and is not responsible for QuickBooks products, policies, availability, or changes. Your use of QuickBooks is governed by your agreement(s) with Intuit.

A2. Authorization and Permissions

To use the QuickBooks Integration, you must connect your QuickBooks account through Intuit's authorization process and grant the permissions requested. You represent that you have authority to connect the relevant QuickBooks company/account and to grant such permissions.

A3. Data Exchange and Configuration

Depending on the features you enable and your configuration, the QuickBooks Integration may read and/or write data between Prostay and QuickBooks, including (as applicable) customers, invoices, payments, products/services, accounts, tax codes, vendors, bills, journal entries, and related records.

You are responsible for selecting and maintaining correct mappings (including accounts, tax codes, and products/services), reviewing outputs, and confirming the accuracy of records in both Prostay and QuickBooks.

A4. Permitted Use of QuickBooks Data

Prostay will access and process QuickBooks data only to provide and operate the QuickBooks Integration and related Service features you enable. Prostay will not sell QuickBooks data or provide it to third parties for their independent use.

A5. Purpose and Customer Agreement

Customer authorizes Prostay to access and process QuickBooks data solely for the purposes of providing the QuickBooks Integration features Customer enables, including syncing, reconciliation support, reporting, and troubleshooting related to the Integration.

A6. Tokens, Security, and Revocation

The QuickBooks Integration uses tokens issued by Intuit to access QuickBooks data. Prostay does not ask for your QuickBooks password. You can disconnect or revoke access through Prostay's integration settings and/or Intuit's connections management tools. After disconnection or revocation, Prostay will stop making new API calls to QuickBooks for that connection within a commercially reasonable period.

A7. Data Retention After Disconnect

Disconnecting the QuickBooks Integration stops ongoing access to QuickBooks. Prostay may retain data previously synced into Prostay as Customer Data, including logs and audit trails, until you delete it, your retention settings remove it, or deletion occurs consistent with Section 8 and our Privacy Policy.

A8. Availability, API Limits, and Changes

The QuickBooks Integration may be impacted by QuickBooks outages, API limits, maintenance, or changes. Prostay may modify, suspend, or discontinue the QuickBooks Integration for security, compliance, or operational reasons.

A9. No Accounting or Tax Advice

The QuickBooks Integration provides technical functionality only and does not constitute accounting, tax, or legal advice.

A10. Trademark Notice

Intuit and QuickBooks are registered trademarks of Intuit Inc. Used with permission.

Contact

If you have any questions about these Terms, you can contact us at office@prostay.com.