Terms of Service

1.Acceptance and parties

These Terms of Service (the “Terms”) are a binding agreement between Scarlet Connect, LLC, a South Carolina limited liability company (“Scarlet Connect,” “we,” “us,” or “our”), and the hotel, hotel group, or management company that subscribes to the Service (“Customer,” “you,” or “your”). By signing an Order Form, creating an account, clicking to accept, or using the Service, you accept these Terms on behalf of Customer and represent that you have authority to do so.

If Customer has signed a separate written agreement with Scarlet Connect that covers the Service, that agreement controls where it conflicts with these Terms. These Terms otherwise apply to every use of the Service.

2.Definitions

• “Service” means the Scarlet Connect guest-management platform, including the web application, mobile experiences, browser extensions, APIs, integrations, and all related features described in Section 3, together with any updates we provide.
• “Order Form” means a quote, proposal, online checkout, or other ordering document that identifies the properties, modules, subscription term, and fees.
• “Authorized User” means an employee, contractor, or agent of Customer whom Customer permits to use the Service under Customer’s account.
• “Customer Data” means all data, content, and materials that Customer or its Authorized Users submit to the Service or that the Service retrieves on Customer’s behalf, including Guest Data and Connected Platform Data.
• “Guest Data” means personal information about Customer’s guests and prospective guests, such as names, contact details, stay details, messages, reviews, tips, and payment authorizations, that is processed through the Service.
• “Connected Platform” means a third-party service that Customer links to the Service, such as Meta Platforms (Facebook Pages, Messenger, and Instagram), Google Business Profile, TripAdvisor, Booking.com, Expedia, Yelp, brand and property-management systems, email and SMS providers, and payment processors.
• “Connected Platform Data” means data the Service accesses from a Connected Platform with Customer’s authorization, including posts, comments, reviews, messages, message-sender profile details, ratings, insights, and access tokens.

3.The Service

Scarlet Connect provides software that helps hotel teams manage guest relationships across channels. Depending on the modules in your Order Form, the Service may include:

• Guest messaging — two-way SMS, email, and social messaging with guests before, during, and after a stay.
• Reputation management and review response — collection of reviews from Connected Platforms, AI-assisted response drafting, approval workflows, and publishing of approved responses to the originating platform.
• Social media management — connecting Facebook Pages and Instagram professional accounts to view published content and engagement, draft and schedule posts, reply to comments and direct messages, and view performance metrics.
• Digital tipping — guest-initiated tips for hotel staff, processed by a third-party payment processor.
• Sales prospecting — tools for identifying and contacting group and corporate business opportunities.
• Credit card authorization and e-signature — collection of guest authorizations and signatures through secure forms.
• Reporting and alerts — dashboards, digests, and notifications about the activity above.

We may add, modify, or retire features as described in Section 18. Some features depend on Connected Platforms whose availability, rules, and APIs are outside our control (Section 7).

4.Accounts and Authorized Users

Account setup. Customer designates one or more administrators who control property settings, user access, Connected Platform links, and notification preferences. Customer is responsible for the acts and omissions of its Authorized Users and for keeping user lists current, including removing access when staff leave.

Credentials. Authorized Users must keep login credentials confidential and may not share accounts. Customer will notify us promptly at support@scarletconnect.com of any suspected unauthorized access. We are not responsible for loss caused by compromised credentials that Customer failed to protect.

Accuracy. Customer will provide accurate account, billing, and property information and keep it up to date.

5.Subscriptions, fees, and payment

Fees. Customer will pay the fees stated in the Order Form. Unless the Order Form says otherwise, fees are billed monthly in advance, are payable within 30 days of invoice, and are stated in U.S. dollars.

Renewal. Subscriptions renew automatically for successive terms equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the current term ends. We may adjust fees for a renewal term with at least 30 days’ notice before the renewal date.

Taxes. Fees exclude taxes. Customer is responsible for sales, use, VAT, and similar taxes, other than taxes on our income.

Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and we may suspend the Service for accounts more than 15 days past due after written notice.

Tips and pass-through amounts. Guest tips and payment authorizations are not fees payable to Scarlet Connect and are handled as described in Section 9.

6.Customer Data and privacy

Ownership. Customer owns Customer Data. Customer grants Scarlet Connect a non-exclusive, worldwide license to host, process, transmit, display, and create derivative works of Customer Data solely to provide, secure, support, and improve the Service and as otherwise permitted by these Terms and our Privacy Policy.

Customer responsibilities. Customer represents that it has obtained all rights, consents, and notices required by law to collect Guest Data and Connected Platform Data and to share them with us for processing under these Terms, including any consents required for guest messaging (Section 8) and for connecting third-party accounts (Section 7).

Our responsibilities. We will process Customer Data only as needed to provide the Service and as described in the Privacy Policy; maintain administrative, technical, and physical safeguards designed to protect Customer Data; not sell Customer Data; and not use Guest Data to market to Customer’s guests on our own behalf.

Aggregated data. We may use data derived from use of the Service in aggregated or de-identified form that does not identify Customer, any property, or any individual, to operate and improve the Service and to produce industry benchmarks.

Deletion and export. Customer may export its data through the Service or by request during the term. After termination we will delete or return Customer Data as described in Section 17. Deletion of Connected Platform Data is described in Section 7.

7.Connected third-party platforms

Authorization. When an Authorized User connects a Connected Platform account (for example, by completing the Facebook Login for Business flow), Customer authorizes Scarlet Connect to access and act on that account through the platform’s APIs, only to the extent of the permissions granted and only as Customer directs through the Service: reading published content, comments, reviews, messages, and metrics; publishing posts, replies, and responses that Customer’s staff create or approve; and receiving real-time notifications of new activity.

Your rights to the account. Customer represents that it owns or is authorized to manage each Connected Platform account it links, including each Facebook Page and Instagram account, and that connecting it does not violate any agreement with a brand, owner, or management company.

Platform terms. Customer’s use of each Connected Platform through the Service is also subject to that platform’s own terms and policies, including the Meta Platform Terms, Facebook Pages Terms, Instagram Terms of Use, Messenger Platform policies, Google’s terms, and the terms of each review site. Customer will comply with those terms and will not use the Service to circumvent them.

Platform changes and availability. Connected Platforms may change or restrict their APIs, permissions, rate limits, or policies at any time. We will make reasonable efforts to adapt, but we are not responsible for loss of functionality, data, or access caused by a Connected Platform.

Disconnecting. Customer may disconnect a Connected Platform at any time in the Service settings. Disconnecting revokes our ability to use the stored access token, which we delete promptly. Customer may also remove the Scarlet Connect application from its Facebook or Instagram settings; we honor the deletion requests Meta sends us for that account and provide a confirmation code and status page for each request.

Message-sender information. Where a platform provides it, the Service displays the name and profile photo of a person who messages Customer’s connected account so that staff know whom they are speaking with. This information is shown only inside Customer’s account and is not used for any other purpose.

8.Guest communications and consent

Customer controls what is sent to guests through the Service and is the sender of those communications. Customer is responsible for complying with all laws that apply to its guest communications, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state telemarketing and privacy laws, carrier messaging rules, and equivalent laws outside the United States. In particular, Customer will obtain any required consent before sending SMS or marketing messages, honor opt-out requests promptly, and send messages only during permitted hours. We may provide tools that help with consent capture and opt-out handling, but Customer remains responsible for their proper use.

9.Digital tipping and payments

Digital tips are payments from guests to Customer or its staff. Payment processing is performed by a third-party processor under its own terms, and Scarlet Connect does not hold guest funds. Customer is responsible for distributing tips to staff in accordance with applicable wage-and-hour, tax, and tip-pooling laws, for any processor fees stated in the Order Form, and for providing any tax reporting required for tips received. Credit card authorization forms transmit cardholder data to Customer’s designated recipient; Customer is responsible for handling that data in accordance with the PCI DSS and its own policies.

10.AI-assisted content

Parts of the Service use artificial intelligence to draft review responses, social posts, message replies, and images based on Customer’s instructions and content. AI output is a suggestion. It may be inaccurate, incomplete, or inappropriate for a given situation, and it is not reviewed by Scarlet Connect before it is shown to Customer. Customer is responsible for reviewing, editing, and approving any AI-generated content before it is published or sent, whether that review happens on each item or through an auto-approve setting Customer has enabled, and for any disclosure of AI use that a Connected Platform or applicable law requires. Customer owns the content it publishes, subject to the rights of the underlying platforms and third parties.

11.Acceptable use

Customer and its Authorized Users will not:

• use the Service to send spam, unsolicited messages, or content that is unlawful, defamatory, harassing, discriminatory, or infringing;
• post fake reviews, misrepresent the source of content, or manipulate ratings or engagement on any Connected Platform;
• access another customer’s data, probe or test the security of the Service without written permission, or interfere with its operation;
• reverse engineer, copy, resell, sublicense, or build a competing product from the Service;
• use automated means to access the Service other than through documented APIs and integrations;
• upload malicious code or use the Service to store or transmit data in violation of law or third-party rights.

We may remove content or suspend access that we reasonably believe violates this Section, with notice where practical.

12.Intellectual property

Scarlet Connect and its licensors own the Service, its software, designs, documentation, and all improvements, and reserve all rights not expressly granted. Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable right to use the Service during the subscription term for its internal hotel operations. If Customer provides feedback or suggestions, we may use them without obligation. Scarlet Connect trademarks may not be used without our written consent.

13.Confidentiality

Each party will protect the other’s non-public information (including pricing, product roadmaps, and Customer Data) with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need to know it and are bound by confidentiality obligations. These duties do not apply to information that is public through no fault of the recipient, already known to the recipient, independently developed, or required to be disclosed by law (with notice to the other party where lawful). They survive for three years after termination, and indefinitely for Customer Data and trade secrets.

14.Warranties and disclaimers

We warrant that the Service will perform materially as described in the documentation and that we will provide support with reasonable skill and care. Customer’s exclusive remedy for breach of this warranty is for us to correct the non-conformity or, if we cannot within a reasonable time, to terminate the affected subscription and refund prepaid fees for the unused portion of the term.

EXCEPT AS STATED ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, SCARLET CONNECT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT ANY CONNECTED PLATFORM WILL REMAIN AVAILABLE OR UNCHANGED.

15.Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SCARLET CONNECT IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

16.Indemnification

By Scarlet Connect. We will defend Customer against third-party claims that the Service, as provided by us, infringes a U.S. patent, copyright, or trademark, and pay resulting damages and costs finally awarded or agreed in settlement. We may modify or replace the Service or, if neither is commercially reasonable, terminate the affected subscription and refund unused prepaid fees. This obligation does not cover claims arising from Customer Data, Connected Platforms, Customer’s instructions, or combinations with items we did not supply.

By Customer. Customer will defend Scarlet Connect against third-party claims arising from Customer Data, Customer’s guest communications, Customer’s use of Connected Platforms, content Customer publishes through the Service, or Customer’s violation of law or these Terms, and pay resulting damages and costs finally awarded or agreed in settlement.

Process. The indemnified party will give prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party, and may participate with its own counsel at its own expense. No settlement may impose obligations on the indemnified party without its consent.

17.Term, suspension, and termination

Term. These Terms apply for as long as Customer has an active subscription or account.

Termination for cause. Either party may terminate on written notice if the other materially breaches these Terms and does not cure within 30 days of notice, or immediately if the other becomes insolvent or ceases business.

Suspension. We may suspend the Service, in whole or in part, on notice where reasonably necessary to prevent harm to the Service, other customers, or a Connected Platform, to comply with law, or for non-payment under Section 5. We will restore access once the issue is resolved.

Effect. On termination, Customer’s right to use the Service ends, and Customer will pay any fees accrued through the termination date. For 30 days after termination Customer may request an export of Customer Data in a standard format; after that period we will delete Customer Data from active systems within a commercially reasonable time, subject to routine backups that are overwritten in the ordinary course and to retention required by law. Stored Connected Platform access tokens are revoked and deleted at termination. Sections 5, 6, 12 through 16, 19, and 20 survive termination.

18.Changes to the Service or these Terms

We improve the Service continuously and may add, change, or retire features, provided that we will not materially reduce the core functionality of a module Customer has paid for during its current term without offering a remedy. We may update these Terms by posting a revised version at scarletconnect.com/terms-of-service and, for material changes, giving Customer at least 30 days’ notice by email or in-app notice. Continued use after the effective date of a change constitutes acceptance. If Customer objects to a material change, it may terminate the affected subscription before the change takes effect and receive a refund of unused prepaid fees.

19.Governing law and disputes

These Terms are governed by the laws of the State of South Carolina, without regard to its conflict-of-laws rules. The parties will first try in good faith to resolve any dispute through discussion between executives within 30 days of written notice. Any dispute not resolved that way will be brought exclusively in the state or federal courts located in Charleston County, South Carolina, and each party consents to their jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.General

• Entire agreement. These Terms, the Privacy Policy, and any Order Form are the entire agreement about the Service and supersede prior proposals and agreements on the subject. Terms on a Customer purchase order have no effect.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including Connected Platform outages, internet failures, labor disputes, and acts of government, other than payment obligations.
• Notices. Notices to Scarlet Connect go to info@scarletconnect.com and to the address in Section 21. Notices to Customer go to the administrator email on the account. Notices are effective on receipt.
• Independent contractors; no third-party beneficiaries. The parties are independent contractors. Guests and Connected Platforms are not third-party beneficiaries of these Terms.
• Waiver and severability. A waiver must be in writing. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest of the Terms remain in effect.
• Export and sanctions. Customer will comply with U.S. export-control and sanctions laws in its use of the Service.

21.Contact

Scarlet Connect, LLC
1558 Bluewater Way
Charleston, SC 29414
General: info@scarletconnect.com  ·  Support: support@scarletconnect.com