Smart Lock Integration Terms and Conditions

These Terms and Conditions govern exclusively the Smart Lock Integration of Axis Pro. They apply only to Users who activate this integration.

1. Definitions

“Aloha Systems Corp.”, “we”, “us” or “our” means Aloha Systems Corp., a corporation incorporated in Delaware, United States, which operates Axis Pro.

“Axis Pro” means the hospitality management platform operated by Aloha Systems Corp.

“Smart Lock Integration” means the optional Axis Pro add-on that connects with a Property's smart locks through the Lock Provider to manage Guests' access during their booking, using the compatible Access Methods.

“Lock Provider” means the manufacturer or provider of smart locks, gateways, applications or cloud services with which Axis Pro integrates, and its distributors. The list of compatible Lock Providers is published on the Site.

“User” means the individual or legal entity that uses Axis Pro and activates the Smart Lock Integration for one or more Properties.

“Property” means the hotel, vacation rental, hostel, aparthotel or other accommodation managed by the User through Axis Pro.

“Guest” means the person who books or stays at a Property.

“Access Method” means the way in which a lock is opened, such as a numeric code, an electronic key in an application or website, a card, remote opening or biometric data.

“Access Credential” means the code, electronic key or card that allows a Guest to open a lock during their booking.

“Access Functions” means the creation, sending, enabling and deletion of Access Credentials by Axis Pro.

“Site” means axispro.travel and the web or mobile applications through which Axis Pro is offered.

2. Acceptance and relationship with other terms

2.1 By checking the acceptance box and activating the Smart Lock Integration, the User accepts these Terms. If the User does not agree, the User must not activate it.

2.2 These Terms supplement the Axis Pro Terms and Conditions or, if the User has an Order Form, the Axis Pro Master Service Agreement (MSA). In matters relating to the Smart Lock Integration, these Terms prevail. For Users with an Order Form, these Terms constitute a commercial addendum that forms part of their Order Form, pursuant to Section 2.2 of the MSA.

3. Description of the service

3.1 When the User activates the Smart Lock Integration and assigns locks to its units or rooms, Axis Pro, depending on the Access Method: (a) creates an Access Credential for each booking, valid during the stay; (b) sends it to the Guest or enables it for use; and (c) deletes or disables it at check-out.

3.2 Axis Pro performs these functions through the User's own account with the Lock Provider. Aloha Systems Corp. does not manufacture, sell, install or maintain locks, gateways or any other hardware.

3.3 The available Access Methods depend on the lock model and the Lock Provider, and are listed on the Site. The rules specific to each Access Method are set out in Section 9.

4. Connection, authorization and User representations

4.1 To activate the Smart Lock Integration, the User connects its account with the Lock Provider from Axis Pro, by entering the credentials of that account or authorizing the connection as indicated in Axis Pro for each Lock Provider, and assigns each lock to a unit or room of its Property.

4.2 The User authorizes Aloha Systems Corp. to access its account with the Lock Provider for the sole purpose of performing the Access Functions for the Property's bookings. Where the Lock Provider allows it, Aloha Systems Corp. will connect through authorizations or access tokens, without keeping the User's password. Otherwise, it will protect the credentials with appropriate security measures, including encryption, and will not use them for any other purpose. The User may revoke this authorization at any time by deactivating the Smart Lock Integration.

4.3 By activating the Smart Lock Integration, the User represents and warrants that:

• (a) it is the holder of the account with the Lock Provider that it connects, or is authorized by the holder to connect it to Axis Pro;

• (b) it owns the locks and the Property, or is authorized by their owner or manager to install and operate them;

• (c) the information it provides, including the credentials and the assignment of locks to units or rooms, is accurate, and it will keep it up to date;

• (d) it holds the authorizations, licenses and permits required by applicable regulations to operate the Property and its locks;

• (e) it has informed or will inform its Guests about the use of smart locks and the processing of their data, and it has a valid legal basis, including consent where applicable, for Aloha Systems Corp. and the Lock Provider to process such data;

• (f) it will maintain an alternative means of entry to the Property at all times;

• (g) it has read and accepted the Lock Provider's terms and privacy policy; and

• (h) it will not use the Smart Lock Integration for unlawful purposes or to allow entry by unauthorized persons.

4.4 If any of these representations proves false or ceases to be accurate, Aloha Systems Corp. may suspend the Smart Lock Integration, and the User will be liable in accordance with Section 14.

5. Fees and billing

5.1 The Smart Lock Integration has a monthly fee for each lock assigned to a unit or room, published on the Site, which may vary depending on the Lock Provider. The price per lock is the same regardless of how many locks are assigned.

5.2 The fee is billed monthly, together with the User's add-on invoice, unless its Order Form provides otherwise.

5.3 The User may unassign locks or deactivate the Smart Lock Integration at any time. The change will apply from the next billing cycle.

5.4 Aloha Systems Corp. may change the fee with prior notice, in accordance with Section 17.

5.5 Money-back guarantee. The thirty (30) day money-back guarantee in Section 5.1 of the Axis Pro Terms and Conditions also applies to the Smart Lock Integration fee. The guarantee does not cover locks, gateways or other hardware, which the User purchases directly from the Lock Provider or a distributor.

6. Physical access to the Property

6.1 Axis Pro manages Access Credentials through the Lock Provider, but does not control or guarantee physical access to the Property.

6.2 The operation of a lock depends on elements outside the control of Aloha Systems Corp., such as the lock and its batteries, the lock's gateway or Wi-Fi connection, the Property's internet connection and the Lock Provider's cloud services.

6.3 Aloha Systems Corp. does not guarantee that Access Credentials will reach the lock or that they will work at all times.

7. User obligations

The User is responsible for:

• (a) purchasing, installing, configuring and keeping in working order the locks, batteries, gateways and connections of its Property;

• (b) periodically reviewing the active Access Credentials on its locks;

• (c) always maintaining an alternative means for Guests to enter, such as a physical key, on-site staff or a contact available 24 hours a day;

• (d) informing its Guests how to enter the Property and whom to contact if their Access Credential does not work; and

• (e) informing its Guests about the use of smart locks and the processing of their data, in accordance with applicable law.

8. Lock Providers as third parties

8.1 Each Lock Provider is an independent provider, with its own terms and privacy policy. Aloha Systems Corp. is not an agent, distributor or representative of any Lock Provider.

8.2 The User purchases the hardware (locks and gateways) directly from the Lock Provider or a distributor. The use of the Lock Provider's hardware, application and cloud services is governed by that provider's terms.

8.3 Aloha Systems Corp. is not responsible for the Lock Provider's hardware, application or services, or for any changes, interruptions or discontinuations that the Lock Provider makes to its platform.

8.4 If a change by the Lock Provider prevents the Smart Lock Integration from being maintained, Aloha Systems Corp. may modify or discontinue it for that provider, and will stop charging its fee from that moment.

8.5 When the User, its staff or its Guests use the Lock Provider's application, or when the User connects third-party services, such as booking platforms or calendars, directly to the Lock Provider, the Lock Provider may collect data directly, such as location, IP address, device information and contacts, in accordance with its own privacy policy. Aloha Systems Corp. does not receive or control such data and is not responsible for its processing.

8.6 If the User closes its account with the Lock Provider, or the account is suspended for any reason, including failure to accept changes to the Lock Provider's terms or privacy policy, the Smart Lock Integration will stop working, without liability for Aloha Systems Corp. The User must deactivate it in Axis Pro to stop paying its fee.

9. Provisions by Access Method

9.1 Access codes. Axis Pro creates a code for each booking, sends it to the Guest and deletes it at check-out. The User must inform its Guests that the code is personal and must not be shared with third parties.

9.2 Digital electronic keys. When the Access Method requires the Guest to open the lock from an application, website or other digital platform of the Lock Provider, for example through a link received by email or message, the Guest must access that platform and, where applicable, accept the Lock Provider's terms and privacy policy, and the Lock Provider will process the Guest's data directly. Axis Pro enables the electronic key during the stay and disables it at check-out.

9.3 Cards. When the lock works with cards, the User is responsible for handing them to the Guest, collecting them at check-out and disabling any that are lost or not returned. Where the Lock Provider allows it, Axis Pro may enable and disable registered cards.

9.4 Remote opening. When Axis Pro allows a lock to be opened remotely, the User is responsible for: (a) defining which users of its account may do so; (b) verifying the identity of the person requesting the opening; and (c) every opening made from its account. Aloha Systems Corp. may record the remote openings made from the User's account, for security and support purposes.

9.5 Fingerprints and other biometric data. When the lock allows opening by fingerprint, facial recognition or other biometric data: (a) biometric data is registered and stored only on the lock, and Aloha Systems Corp. does not receive or process it; (b) the User is responsible for registering such data, obtaining the Guest's express consent in accordance with applicable law and deleting it at check-out; and (c) the User must always offer the Guest an alternative Access Method that does not require biometric data.

10. Reasonable use

10.1 The Smart Lock Integration fee assumes normal accommodation use, consistent with the Property's booking volume.

10.2 The connection between Aloha Systems Corp. and each Lock Provider may have request limits shared by all Users. An abnormal configuration by one User may affect the service of the others.

10.3 If Aloha Systems Corp. detects an unusual volume of requests, or a configuration that may affect the service of other Users, it may: (a) contact the User to correct it; (b) limit the request volume of its account; or (c) temporarily suspend its Smart Lock Integration, notifying the User as soon as reasonably possible. Such suspension does not affect the rest of the Axis Pro services.

11. Service levels

11.1 The service levels of the Smart Lock Integration, including the scope of Aloha Systems Corp.'s commitment, exclusions, incident severities and response times, are governed by the Smart Lock Integration SLA, available on the Site, which forms part of these Terms.

11.2 Aloha Systems Corp.'s commitment is limited to the Access Functions, and does not cover the Lock Provider's locks, gateways, connections or services.

12. Personal data and security

12.1 Roles. With respect to Guest data, the User is the controller and Aloha Systems Corp. acts as processor, processing the data on behalf of and in accordance with the instructions of the User.

12.2 Data processed. To operate the Smart Lock Integration, Aloha Systems Corp. processes: the Guest's name and booking dates; the Access Credential and its validity period; the lock identifiers and their assignment to units or rooms; and, when provided by the Lock Provider, unlock records (which lock was opened, with which Access Credential or Access Method, and when) and device data, such as battery level and connection status. Aloha Systems Corp. does not process biometric data, in accordance with Section 9.5.

12.3 Purpose. This data is used solely to perform the Access Functions, provide support and safeguard the security of the Property.

12.4 Lock Provider. To perform the Access Functions, Aloha Systems Corp. transmits the necessary information to the Lock Provider, following the User's instructions. The Lock Provider provides its services directly to the User and processes such data in accordance with its own terms and privacy policy, including the records it keeps in its systems. Under that policy, the Lock Provider may communicate directly with Guests and share data with its affiliates and providers.

12.5 International transfers. The data that Aloha Systems Corp. transmits to the Lock Provider, including Guest data, is subject to that provider's privacy policy and may be transferred to other countries. The Lock Providers and the countries to which data may be transferred are disclosed in the Axis Pro Privacy Policy and in each provider's policy. The User is responsible for informing its Guests of this and for having a legal basis for such transfers, in accordance with applicable law.

12.6 Retention. Access Credentials are deleted or disabled at check-out. The unlock records kept by Aloha Systems Corp. are retained for 30 days from check-out, for support and security purposes, and are then deleted or anonymized, unless applicable law requires them to be kept longer.

12.7 Guest rights. Guest requests for access, rectification, erasure, objection or portability must be addressed to the User, and Aloha Systems Corp. will assist the User to the extent necessary to respond to them.

12.8 Security. Aloha Systems Corp. applies administrative, technical and organizational measures to protect the credentials of the account with the Lock Provider, Access Credentials and unlock records against unauthorized access. Access by its staff to such data is limited to those who need it to provide support. If a security incident affecting such data occurs, Aloha Systems Corp. will notify the User without undue delay, so that the User can comply with its own notification obligations.

12.9 Privacy Policy. Matters not covered in this section are governed by the Axis Pro Privacy Policy.

13. Limitation of liability

13.1 To the maximum extent permitted by applicable law, Aloha Systems Corp. is not liable for Guests being unable to enter the Property, delays in entry, damage to the Property, theft or unauthorized access related to failures, malfunction or misconfiguration of the Lock Provider's locks, gateways, connections or services, or to the lack of an alternative means of entry.

13.2 In no event will Aloha Systems Corp. be liable for indirect, incidental, special, consequential or punitive damages, including loss of bookings or revenue, arising from the Smart Lock Integration.

13.3 The total liability of Aloha Systems Corp. arising from the Smart Lock Integration will not exceed the fees paid by the User for the Smart Lock Integration in the twelve (12) months preceding the event giving rise to the claim.

13.4 Nothing in these Terms limits the liability of Aloha Systems Corp. where applicable law does not allow it, such as in cases of willful misconduct or gross negligence.

14. Indemnification

The User will indemnify and hold harmless Aloha Systems Corp., its affiliates, directors and employees from any claim, damage, liability or expense, including reasonable legal fees, brought by Guests or other third parties in connection with: (a) physical access to the Property; (b) the use, installation or maintenance of the locks; (c) the lack of an alternative means of entry; (d) the use of biometric data without the Guest's consent or without offering an alternative Access Method; or (e) breach of these Terms, including the falsity of the representations in Section 4.3.

15. Suspension

Aloha Systems Corp. may suspend a User's Smart Lock Integration, without liability, if: (a) the User breaches Section 10 (reasonable use); (b) any of its representations in Section 4.3 is false; (c) there is a security risk to the Property, its Guests or Axis Pro; or (d) the Lock Provider suspends or limits the connection. Aloha Systems Corp. will notify the User as soon as reasonably possible.

16. Deactivation and termination

16.1 The User may deactivate the Smart Lock Integration at any time from Axis Pro.

16.2 When the Smart Lock Integration is deactivated, for any reason, Axis Pro will stop creating Access Credentials for new bookings and will attempt to delete or disable those it has created that remain active. The User is responsible for verifying in the Lock Provider's application that no active Access Credentials remain and for informing Guests with future bookings how they will enter the Property.

16.3 If the User's Axis Pro subscription ends, the Smart Lock Integration will end on the same date.

16.4 Sections 12, 13, 14 and 18 will survive termination.

17. Changes

Aloha Systems Corp. may modify these Terms, including the fee, by publishing them on the Site and notifying the User by email or through a prominent notice in Axis Pro at least thirty (30) days in advance. If the User does not agree, it may deactivate the Smart Lock Integration before the change takes effect. Continued use after that date constitutes acceptance.

18. Governing law and dispute resolution

These Terms are governed by the same law and the same dispute resolution mechanism as the Axis Pro Terms and Conditions or, where applicable, the MSA that applies to the User.

19. Contact

For questions about these Terms, write to legal@axispro.travel.