Terms of Service

These Terms of Service ("Terms") govern access to and use of the Website operated by MiseCentral LLC, a Delaware limited liability company ("MiseCentral," "we," "us," or "our"). By accessing or using the Website, you agree to these Terms. If you do not agree, do not use the Website.

These Terms apply to the Website only. Access to and use of the Services is governed by a separate Agreement between MiseCentral and the applicable Customer, including the MSA or SaaS Subscription Agreement, Order Form(s), SLA, DPA, and incorporated policies. If you use the Services as an Authorized User of a Customer, your use is subject to that Customer's Agreement with MiseCentral and to Customer's internal policies.

1. Eligibility and Account Registration

1.1. You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Website. If you use the Website on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

1.2. Certain Website features may require registration. You agree to provide accurate, current, and complete information and to keep your account credentials confidential. You are responsible for all activity under your account.

1.3. We may suspend or terminate Website access if we reasonably believe you have violated these Terms, provided false information, or engaged in conduct that poses security, legal, or operational risk.

2. Permitted Use of the Website

2.1. Subject to these Terms, MiseCentral grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for lawful informational, evaluation, and transactional purposes related to MiseCentral's business.

2.2. The Website may describe the Services, including Adaptive Operational Intelligence, Company Brain, Work Intelligence, Operational Intelligence, Adaptive Scheduling, Adaptive Work Execution, Operational State, Support Mode, Connected Services, Connected Devices, and related hospitality operations capabilities. Descriptions on the Website are summary in nature and do not modify any Agreement.

2.3. You may not use the Website in any manner that violates applicable law, infringes intellectual property or privacy rights, interferes with Website operation, attempts unauthorized access to systems or data, introduces malware, scrapes content in violation of these Terms or our robots directives, or misrepresents your affiliation with MiseCentral.

3. Website Content and Intellectual Property

3.1. The Website and all content, software, designs, text, graphics, logos, trademarks, Documentation excerpts, and other materials made available through the Website (collectively, "Website Materials") are owned by MiseCentral or its licensors and are protected by intellectual property laws.

3.2. Except for the limited license in Section 2.1, no rights are granted by implication or otherwise. You may not copy, modify, distribute, publicly display, create derivative works from, reverse engineer, or exploit Website Materials except as expressly permitted by these Terms or with MiseCentral's prior written consent.

3.3. Feedback you voluntarily provide regarding the Website or Services may be used by MiseCentral without restriction or compensation, subject to applicable law and any separate confidentiality commitments.

4. Third-Party Links and Services

4.1. The Website may contain links to third-party websites, Connected Services, partner resources, or other external content. MiseCentral does not control and is not responsible for third-party sites or services. Your use of third-party resources is at your own risk and subject to their terms and policies.

4.2. References to partners, integrations, or Marketplace offerings on the Website do not constitute endorsements unless expressly stated in writing by MiseCentral.

5. Privacy and Cookies

5.1. Our collection and use of Personal Data through the Website is described in our Privacy Policy. Our use of cookies and similar technologies is described in our Cookie Policy. By using the Website, you acknowledge those policies as incorporated into these Terms by reference.

5.2. If you submit information through Website forms, demo requests, support inquiries, or marketing subscriptions, you represent that you have a lawful basis to provide that information and that it is accurate to the best of your knowledge.

6. Communications and Marketing

6.1. By providing contact information, you consent to receive transactional and administrative communications related to your Website account or inquiries. Where permitted by law, you may also receive marketing communications; you may opt out of marketing emails using the unsubscribe mechanism provided.

6.2. We may send service-related notices by email, in-product message where applicable, or by posting on the Website. Notices posted on the Website become effective when posted unless otherwise stated.

7. Disclaimers

7.1. THE WEBSITE AND WEBSITE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MISECENTRAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.2. MiseCentral does not warrant that the Website will be uninterrupted, error-free, secure, or free of harmful components. Information on the Website is general in nature and may not reflect current product configuration, pricing, or availability. Binding commercial terms appear only in an executed Agreement and Order Form.

7.3. Operational Recommendations, product demonstrations, and illustrative outputs shown on the Website or in marketing materials are advisory and for informational purposes only. They do not constitute operational, food-safety, legal, or professional advice. Customers remain solely responsible for decisions made in their facilities.

8. Limitation of Liability

8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MISECENTRAL NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE WEBSITE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MISECENTRAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE WEBSITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100) OR THE AMOUNT YOU PAID TO MISECENTRAL FOR WEBSITE-RELATED PAID FEATURES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

8.3. The limitations in this Section 8 do not apply to liability that cannot be excluded or limited under applicable law, including fraud or willful misconduct by MiseCentral.

9. Indemnification

9.1. You agree to defend, indemnify, and hold harmless MiseCentral and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Website; (b) your violation of these Terms; (c) your violation of applicable law or third-party rights; or (d) content or information you submit through the Website.

10. Suspension and Termination

10.1. We may modify, suspend, or discontinue the Website or any feature at any time. We may terminate or suspend your Website access immediately if you breach these Terms or if required for security, legal, or operational reasons.

10.2. Sections that by their nature should survive termination will survive, including Sections 3, 7, 8, 9, 11, and 12.

11. Governing Law and Dispute Resolution

11.1. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws principles.

11.2. Except where prohibited by applicable law, you and MiseCentral consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms or the Website.

11.3. Before initiating formal proceedings, the parties will attempt in good faith to resolve disputes informally by contacting the other party at the notice address in Section 12. If the dispute is not resolved within thirty (30) days, either party may pursue available remedies.

12. General

12.1. Changes. We may update these Terms by posting a revised version on the Website with an updated "Last Updated" date. Material changes will be highlighted where practicable. Continued use after the effective date of changes constitutes acceptance.

12.2. Assignment. You may not assign these Terms without MiseCentral's prior written consent. MiseCentral may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

12.3. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

12.4. Waiver. Failure to enforce a provision is not a waiver of that provision or any other provision.

12.5. Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, Website Acceptable Use Policy, and other policies incorporated by reference, constitute the entire agreement between you and MiseCentral regarding the Website and supersede prior or contemporaneous understandings regarding the Website.

12.6. Contact. Questions about these Terms may be directed to:

MiseCentral LLC Attn: Legal 8 The Green, Suite A Dover, DE 19901 United States legal@misecentral.com