Master Subscription
Agreement.

1. Definitions

• “Service” means the StrataPMS property management platform: the hosted application, the office application installed on Customer’s computers, guest-facing booking and portal pages, AI helpers, related updates, and Documentation.
• “Order Form” means an order for the Service signed or accepted by both parties that states the plan, fees, term, sites and users.
• “Customer Data” means data Customer or its users enter into the Service, or that guests submit to Customer through the Service, including guest personal information.
• “Documentation” means the user guides and help content we provide for the Service.
• “Users” means Customer’s employees, contractors and camp hosts whom Customer authorizes to use the Service.
• “Policies” means our Acceptable Use Policy, Service Level and Support Policy, Data Processing Addendum (“DPA”) and Subprocessor List and Security Overview, as updated under Section 15.3.
• “Subprocessor List” and “Security Overview” mean Parts 1 and 2 of our Subprocessor List and Security Overview.

2. The Service

2.1 Access. Subject to this Agreement and payment of the fees, we grant Customer a non-exclusive, non-transferable right during the subscription term to use the Service for the internal operation of the park or parks named in the Order Form, within the limits stated there.

2.2 Users. Customer is responsible for its Users, for keeping sign-in credentials secret, for assigning roles and permissions appropriately, and for all activity under its account. Customer will tell us promptly about any unauthorized use.

2.3 Office software. The office application keeps a local copy of Customer Data on the computers where Customer installs it. Customer is responsible for the physical security of those computers, their operating system updates and anti-malware protection, and who may sign in to them.

2.4 Updates. We may update and improve the Service. We will not materially reduce the core functions of Customer’s plan during a paid term. We may retire a feature with at least 30 days’ notice if we replace it with something substantially similar or if a third party we rely on discontinues it.

2.5 Free trials. A free trial lasts 30 days from the day Customer’s account opens, unless we agree to a different period in writing. A trial is provided “as is,” without any warranty, service level or support commitment, and we may end it at any time. At the end of the trial, a paid subscription is needed to keep using the Service. Customer Data entered during a trial is deleted 60 days after the trial ends unless Customer subscribes.

2.6 Early-access features. Features we label beta, preview or early access are optional, provided “as is,” and may change or end at any time.

3. AI Helpers

3.1 How they work. The Service includes AI helpers that answer questions, draft messages and propose actions. The helpers use third-party AI providers listed in the Subprocessor List. Actions a helper proposes take effect only after a User confirms them, and they run with that User’s permissions.

3.2 Customer review. AI output can be wrong or incomplete. Customer is responsible for reviewing helper output before relying on it or confirming an action. The helpers do not give legal, tax or accounting advice.

3.3 Data protection. The helpers are designed never to send card numbers, security codes, passwords, gate or door codes, or bank account numbers to an AI provider. We will use AI providers only under terms that do not allow them to train their models on Customer Data.

4. Payments and Third-Party Services

4.1 Customer’s processor. Card payments from guests are processed through Customer’s own account with a supported payment processor, such as Stripe. Customer’s agreement with its processor governs those payments, fees, chargebacks and payouts. We are not a payment processor, money transmitter or party to Customer’s processor agreement.

4.2 Card data. Card numbers are entered into the processor’s secure payment fields and go directly to the processor. The Service stores only the processor’s token and the card’s last four digits. Customer is responsible for its own obligations under the Payment Card Industry Data Security Standard for its business, and we are responsible for the security of the Service pages that display the processor’s payment fields.

4.3 Other integrations. If Customer connects a third-party service, such as its email server, accounting software or a text-message provider, Customer authorizes us to exchange Customer Data with that service as needed for the connection. That service’s terms govern Customer’s use of it, and we are not responsible for it.

5. Customer Responsibilities and Acceptable Use

5.1 Lawful use. Customer will use the Service in compliance with the law and our Acceptable Use Policy.

5.2 Guest notices and consents. Customer is responsible for its own terms and privacy notice to its guests, and for any consent the law requires to collect guest information or to send guests emails or text messages through the Service.

5.3 Customer’s records. The Service helps Customer keep its books, reservations and reports. Customer remains responsible for its own accounting, taxes, lodging-tax filings, rates and business decisions, and for checking the reports it relies on.

6. Fees and Payment

6.1 Fees. Customer will pay the fees in the Order Form. Unless the Order Form says otherwise, subscription fees are billed in advance for each billing period, by card or bank payment through our billing provider, and are due on receipt.

6.2 Automatic renewal. Unless the Order Form says otherwise, each subscription term renews automatically for another term of the same length at our then-current prices, unless either party gives notice of non-renewal at least 30 days before the term ends. Month-to-month subscriptions may be cancelled at any time before the next billing date. We will email Customer a reminder at least 45 days before any annual term renews, and at least 30 days’ notice of any price increase, which applies from the next renewal. Customer can give notice of non-renewal or cancellation by emailing support@stratapms.com.

6.3 Late payment. If an amount is more than 15 days overdue, we may suspend the Service after giving at least 10 days’ written notice. Suspension does not delete Customer Data.

6.4 Taxes. Fees do not include taxes. Customer pays any sales, use or similar taxes on the Service, other than taxes on our income.

6.5 Refunds. Fees are non-refundable except as this Agreement expressly provides.

7. Customer Data

7.1 Ownership. As between the parties, Customer owns Customer Data. We claim no ownership of it.

7.2 Our use. Customer grants us permission to host, copy, process and display Customer Data only as needed to provide, secure and support the Service and as the DPA allows. We do not sell Customer Data or use it for advertising.

7.3 Service data. We may collect technical and usage information about how the Service performs, and use it in de-identified and aggregated form, which does not identify Customer, any guest or any individual, to operate and improve the Service.

7.4 Data Processing Addendum. The DPA forms part of this Agreement and governs our processing of personal information in Customer Data. If the DPA conflicts with this Agreement about personal information, the DPA controls.

7.5 Export. During the term, Customer may export Customer Data from the Service in common formats. For 30 days after the Agreement ends, we will, on request, make an export available. After that period we will delete Customer Data from the Service within 60 days, except for copies in backups, which are deleted within 100 days after that, and except as the law requires us to keep.

8. Security and Service Levels

8.1 Security. We will maintain the administrative, technical and physical safeguards described in the Security Overview, which are designed to protect Customer Data. We will not materially reduce those safeguards during a paid term.

8.2 Breach notice. We will notify Customer of a security breach affecting Customer Data as the DPA provides.

8.3 Availability and support. The Service Level and Support Policy states our availability target, support hours and service credits. Service credits are Customer’s sole remedy for failing to meet that target.

9. Intellectual Property

9.1 Our property. We and our licensors own the Service, the Documentation, the StrataPMS and S7RAT3 names and marks, and all improvements to them. This Agreement grants no rights except those stated in it.

9.2 Restrictions. Customer will not, and will not let anyone else: copy, resell or sublicense the Service; reverse engineer it, except as the law allows despite this restriction; build a competing product using it; remove our notices; or access it to test its security without our written permission.

9.3 Feedback. If Customer gives us suggestions, we may use them freely without obligation to Customer.

10. Confidentiality

Each party will keep the other’s non-public information that it receives under this Agreement confidential, use it only to perform this Agreement, and protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed or lawfully received from someone else. A party may disclose information when the law requires, after giving notice where allowed.

11. Warranties and Disclaimers

11.1 Our warranty. During a paid term, we warrant that the Service will perform materially as described in the Documentation. If it does not, Customer should tell us in writing. We will use reasonable efforts to correct it. If we cannot within 30 days, Customer may end the affected subscription and receive a refund of prepaid fees for the unused part of the term. This is Customer’s sole remedy for breach of this warranty.

11.2 Mutual. Each party warrants that it has the authority to enter into this Agreement.

11.3 Disclaimer. Except as Section 11.1 states, the Service is provided “as is” and “as available.” To the fullest extent the law allows, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted or error-free or that data will never be lost. Customer should keep its own backups of records it cannot afford to lose.

12. Limitation of Liability

12.1 Excluded damages. To the fullest extent the law allows, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, arising from or related to this Agreement, however caused and even if advised of the possibility.

12.2 Limit. To the fullest extent the law allows, each party’s total liability for all claims arising from or related to this Agreement is limited to the amounts Customer paid us for the Service in the 12 months before the event giving rise to the liability. For a free trial, that amount is zero.

12.3 Exceptions. Sections 12.1 and 12.2 do not limit Customer’s obligation to pay fees, Customer’s obligations under Section 13.2, Customer’s liability for breach of Section 9.2 or the Acceptable Use Policy, or either party’s liability that cannot be limited by law.

13. Indemnification

13.1 By us. We will defend Customer against any third-party claim that the Service, as we provide it, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and pay the resulting damages finally awarded or agreed in settlement, subject to Section 12. If such a claim is made or likely, we may get Customer the right to keep using the Service, modify it so it does not infringe, or end the subscription and refund prepaid fees for the unused part of the term. We have no obligation for claims arising from Customer Data, from Customer’s modifications or combinations, or from use in breach of this Agreement.

13.2 By Customer. Customer will defend us against any third-party claim arising from Customer Data, from Customer’s use of the Service in breach of this Agreement or the law, or from Customer’s dealings with its guests, and pay the resulting damages finally awarded or agreed in settlement.

13.3 Process. The party seeking defense must promptly notify the other in writing, let it control the defense and settlement, and cooperate reasonably. No settlement may require an admission or payment by the defended party without its consent.

14. Term and Termination

14.1 Term. This Agreement lasts while any Order Form is in effect.

14.2 For breach. Either party may end this Agreement or an Order Form if the other party materially breaches it and does not cure the breach within 30 days after written notice.

14.3 Other grounds. We may suspend access immediately, and end this Agreement if the problem is not resolved, if Customer’s use creates a security risk to the Service or others, or seriously violates the Acceptable Use Policy.

14.4 Effect. When this Agreement ends, Customer’s right to use the Service ends, Customer pays any fees owed, and Section 7.5 applies to Customer Data. If Customer ends the Agreement for our uncured breach, we refund prepaid fees for the unused part of the term. Sections 6, 7, 9, 10, 11.3, 12, 13, 14.4 and 15 survive.

15. General Terms

15.1 Governing law and courts. Oregon law governs this Agreement, without regard to conflict-of-laws rules. Before filing any claim, each party will first try in good faith to resolve the dispute by email and a call. Any lawsuit must be brought in the state or federal courts located in Oregon, and both parties consent to their jurisdiction.

15.2 Order of precedence. If documents conflict, this order applies: the Order Form, then the DPA (for personal information), then this Agreement, then the other Policies.

15.3 Changes. We may update this Agreement and the Policies. We will post the update and give Customer at least 30 days’ notice of any material change. Changes that reduce Customer’s rights take effect at the next renewal of Customer’s term, unless the law or a security need requires sooner.

15.4 Notices. We send notices to the email address in Customer’s account. Customer sends legal notices to hello@stratapms.com and to DCV Systems, LLC, 915 SW Rimrock Way, Suite 201-172, Redmond, OR 97756.

15.5 Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor to all or substantially all of its business or assets that agrees to be bound by it.

15.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, wildfire, power or internet outages, war, or failures of third-party hosting providers, other than failures to pay.

15.7 Publicity. We will not name Customer as a customer publicly without Customer’s written consent.

15.8 Relationship. The parties are independent contractors. There are no third-party beneficiaries.

15.9 Entire agreement. This Agreement, with the Order Forms and Policies, is the parties’ entire agreement about the Service and replaces any earlier agreement on the subject, except a separate written agreement signed by both parties that states it controls over this Agreement. Terms in Customer’s purchase orders do not apply.

15.10 Severability and waiver. If any provision is held invalid, the rest remains in effect. A failure to enforce a provision is not a waiver.

15.11 Electronic acceptance. This Agreement and Order Forms may be accepted and signed electronically.

Contact

DCV Systems, LLC · 915 SW Rimrock Way, Suite 201-172, Redmond, OR 97756 · hello@stratapms.com · support@stratapms.com · privacy@stratapms.com

Related documents

See also our Data Processing Addendum, Service Level and Support Policy, Subprocessor List and Security Overview, the Privacy Policy for this website and the Terms of Service.