Terms of service

These Terms of Service (“Terms”) constitute the entire agreement between you and NapX Inc. (“NapX,” “we,” “our”) regarding the Services (defined below). By executing an Order (defined below) or otherwise using the Services, you accept these Terms as of the Effective Date. If you accept on behalf of an organization, you represent that you have authority to bind that organization.

1. Definitions

1.1 Affiliate – any entity that controls, is controlled by, or is under common control with a party (where “control” means direct or indirect ownership of more than 50 % of the voting interests of the entity or the power to appoint more than 50 % of its governing body).

1.2 Agreement – each independent agreement consisting of (i) an Order and (ii) these Terms (including any schedules, addenda, or exhibits).

1.3 Authorized User – an individual (employee, consultant, or subcontractor) whom Customer designates to access the Admin Dashboard on Customer’s behalf for internal business purposes. Competitors of NapX require NapX’s prior written consent.

1.4 Guest User – an individual (typically a hotel guest) whom Customer authorises to access the guest-facing web or mobile interface powered by NapX.

1.5 Committed Units – the minimum number of accommodation units (room, pod, bed, or similar) for which Customer will be charged for the Services during the Subscription Term.

1.6 Content – information made available by NapX to Customer through the Services, excluding Customer Data.

1.7 Customer – the entity that signs an Order and any of its Affiliates added by mutual written agreement; all such entities are jointly and severally liable under the Agreement.

1.8 Customer Data – electronic data or information relating to Customer, its Authorised Users, Guest Users, or third-party suppliers that is submitted to or generated through the Services, excluding NapX Content.

1.9 Documentation – user guides, policies, API specifications, or other written material describing the Services, as updated by NapX from time to time.

1.10 Effective Date – the earlier of (a) the date an Order is executed or (b) the date Customer first accesses the Services.

1.11 HoBot Hardware – robots, exoskeletons, kiosks, locks, or other devices supplied or managed by NapX under an Order.

1.12 IP Rights – worldwide intellectual-property rights, including patents, copyrights, trade secrets, trademarks, and moral rights, plus all applications, renewals, and extensions.

1.13 Monthly Active Units – any accommodation unit with at least one reservation that begins during a calendar month, even if the stay spans into another month.

1.14 Order (or Order Form) – an ordering document referencing these Terms that specifies subscription tier, fees, Subscription Term, support level, HoBot Hardware, and any professional services.

1.15 Professional Services – implementation, onboarding, custom development, training, consultancy, or other services NapX agrees to perform, as detailed in an Order.

1.16 Services – the NapX SaaS platform, mobile apps, Admin Dashboard, APIs, firmware on HoBot Hardware, analytics tools, integrations, Professional Services, and all related infrastructure.

1.17 Software – all machine-readable code and databases that power the Services, including firmware embedded in any HoBot Hardware. Software is licensed, not sold.

1.18 Subscription Start Date – the earlier of (a) the first commercial use of the Services by Customer or (b) the date stated as “Subscription Start Date” in the Order.

1.19 Subscription Term – the period during which Customer may use the Services, as specified in an Order and any renewals.

1.20 including – means “including, without limitation.”

2. NapX Services

2.1 Licence

NapX grants Customer a non-exclusive, non-transferable, revocable licence for Authorized Users and Guest Users to access and use the Services during the Subscription Term, solely for Customer’s hospitality operations and within the scope in the Order.

2.2 Updates & Security

NapX may update or modify the Services to improve functionality or comply with law. NapX will use commercially reasonable efforts to avoid material adverse impact on Customer operations. NapX may suspend access to address security threats upon notice to Customer.

2.3 Use Policy

Customer shall not—and shall ensure Authorised Users and Guest Users do not—(i) violate law or third-party rights, (ii) compromise the security or integrity of the Services, (iii) reverse-engineer or copy the Software, (iv) share passwords, or (v) permit competitors’ access without NapX’s consent.

2.4 Third-Party Integrations

The Services may interoperate with property-management systems (PMS), channel managers, payment gateways, smart locks, or similar tools not provided by NapX. NapX is not liable for downtime or damages caused by such third-party services.

2.5 HoBot Hardware

Firmware is licensed—not sold. Hardware is sold or leased as stated in the Order. NapX (or its OEM) warrants HoBot Hardware for 12 months against defects in materials and workmanship under normal use.

3. Professional Services

If Professional Services are purchased, scope and fees appear in the Order. Deliverables are deemed accepted upon (i) Customer’s written approval or (ii) 15 days after delivery with no rejection notice.

4. Fees & Payment

  • 4.1 Subscription Fees – Invoiced in advance (monthly or annually) for the greater of Committed Units or actual Monthly Active Units.

  • 4.2 Onboarding Fee – One-time, non-refundable, due upon Order execution.

  • 4.3 Late Payments – Overdue sums accrue interest at 1.5 % per month (or the maximum allowed by law). NapX may suspend Services 15 days after written notice if undisputed amounts remain unpaid.

  • 4.4 Taxes – Fees exclude taxes and duties; Customer is responsible for all except taxes on NapX’s net income.

5. Intellectual Property

NapX and its licensors own all IP Rights in the Services, Software, HoBot designs, and Documentation. Customer owns Customer Data. Except as expressly granted, no rights are transferred.

6. Confidentiality

Each party shall protect the other’s Confidential Information with the same care it uses for its own (not less than reasonable care) and use it only to perform under the Agreement.

7. Data Protection & Privacy

NapX processes Customer Data solely to provide and improve the Services, in line with its Privacy Policy and any Data-Processing Addendum (“DPA”). NapX maintains industry-standard security measures and will notify Customer of any personal-data breach without undue delay.

8. Warranties & Disclaimers

  • 8.1 Performance Warranty – The Services will materially conform to Documentation during the Subscription Term. NapX will re-perform or correct non-conforming Services as the exclusive remedy.

  • 8.2 Hardware Warranty – HoBot Hardware carries a 12-month parts-and-labour warranty, excluding misuse or consumables.

  • 8.3 Disclaimer – Except as expressly stated, the Services and Hardware are provided “AS IS,” without implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Limitation of Liability

Except for Special Claims (defined below), NapX’s aggregate liability under the Agreement will not exceed the fees paid by Customer to NapX in the 12 months preceding the claim. NapX is not liable for indirect, incidental, consequential, or punitive damages, or lost profits.

“Special Claims” include (i) breach of confidentiality, (ii) Customer’s payment obligations, (iii) gross negligence or wilful misconduct, (iv) infringement of IP Rights, and (v) indemnification obligations.

10. Indemnification

Customer shall defend and indemnify NapX against third-party claims arising from (i) Customer Data, (ii) misuse of the Services or Hardware, or (iii) violation of law or third-party rights.

11. Term & Termination

  • 11.1 Term – These Terms remain in force while any Subscription Term or hardware lease is active.

  • 11.2 Termination for Cause – Either party may terminate with 30 days’ notice if the other materially breaches and fails to cure. NapX may suspend or terminate immediately for repeated Use-Policy violations or payment delays over 30 days.

  • 11.3 Effect – Upon termination, (a) all licences cease, (b) unpaid fees become due, and (c) each party deletes or returns the other’s Confidential Information unless retention is legally required.

12. Changes to Terms

NapX may revise these Terms with 30 days’ notice via email or in-app message. Continued use after the effective date constitutes acceptance. Material changes to fees or core rights apply only on renewal, unless required by law.

13. General

  • Governing Law & Venue – These Terms are governed by New York law. Disputes will be resolved by binding arbitration under AAA Rules in New York County, except either party may seek injunctive relief for IP misuse.

  • Assignment – Customer may not assign the Agreement without NapX’s written consent, except to an Affiliate or successor in a merger or asset sale.

  • Force Majeure – Neither party is liable for delay due to events beyond its reasonable control (excluding payment obligations).

  • Notices – Legal notices must be sent to legal@napx.com and to the address on the Order.

  • Severability & Waiver – If any provision is unenforceable, it is severed; the rest remains in effect. Failure to enforce any right is not a waiver.

  • Survival – Sections 5–10, 11.3, 12, and 13 survive termination.