Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the RevEvolve.ai revenue management platform (the "Platform"), operated by Hotel Switchboard LLC ("Hotel Switchboard," "we," "us," or "our"). By accessing or using the Platform, you agree to be bound by these Terms on behalf of yourself and the property or organization you represent.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Platform.

These Terms incorporate by reference our Privacy Policy, Cookie Policy, the Trust & Security documentation, any applicable Order Form, and the Data Processing Addendum ("DPA") where personal data is processed.

The terms below carry the meanings assigned here throughout this agreement.

• "Authorized User" means an employee, contractor, or agent of Customer authorized to access the Platform under Customer's account.
• "Customer" means the property or organization that has accepted these Terms or signed an Order Form.
• "Customer Data" means data, content, configuration, and outputs that Customer or Authorized Users submit to or generate within the Platform.
• "Documentation" means the user-facing product documentation made available by Hotel Switchboard.
• "Order Form" means a written ordering document executed between the parties referencing these Terms.
• "Platform" means the RevEvolve.ai revenue management software and related services.
• "Property" means each individual hotel licensed for Platform access under an Order Form.
• "Subscription Term" means the period during which Customer is licensed to access the Platform under the applicable Order Form.

Subject to these Terms and the applicable Order Form, Hotel Switchboard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Subscription Term, solely for the Properties identified on the Order Form and solely for Customer's internal business purposes.

Customer is responsible for the activities of all Authorized Users and for ensuring each Authorized User maintains login credentials securely and complies with these Terms.

• Reverse-engineering, decompiling, or attempting to derive source code from the Platform is prohibited.
• Modifying, adapting, translating, or creating derivative works of the Platform is prohibited.
• Sublicensing, renting, leasing, or selling Platform access to any third party is prohibited.
• Using the Platform to develop a competing product or service is prohibited.
• Extracting or scraping data from the Platform other than through the documented APIs is prohibited.
• Bypassing or attempting to bypass access controls, rate limits, or security features is prohibited.

Customer retains all right, title, and interest in and to Customer Data, including all related intellectual property rights. Hotel Switchboard does not acquire any ownership of Customer Data through these Terms.

Customer grants Hotel Switchboard a limited license to access, process, store, and transmit Customer Data solely as necessary to provide the Platform, support the Customer relationship, and improve the Platform's accuracy and performance under the controls described in this Section 4.

Hotel Switchboard may use aggregated and de-identified data derived from Customer Data for benchmarking, product development, and industry research, provided that no such data identifies Customer or any Authorized User. Customer may opt out of inclusion in aggregated benchmarking by written notice to Hotel Switchboard.

Customer Data is NOT used to train third-party large language models. Inference-only access to external LLM providers (including, by way of example, Anthropic Claude) operates under contractual no-training clauses with each provider. Property-specific machine-learning models are trained exclusively on the applicable property's own data and are not shared across customers.

Upon termination of these Terms, Customer Data will be available for export for thirty (30) days. Following the export period, Customer Data will be deleted in accordance with Hotel Switchboard's documented retention and deletion processes, with deletion certification provided on request.

Customer will pay all fees specified in the applicable Order Form. Unless otherwise stated on the Order Form, fees are billed annually in advance on Net 30 payment terms.

All fees are non-refundable except as expressly set forth in these Terms. Fees do not include taxes, levies, or duties imposed by taxing authorities; Customer is responsible for the payment of all such taxes, excluding taxes based solely on Hotel Switchboard's net income.

Late payments accrue interest at one-and-one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the original due date until paid in full.

Hotel Switchboard may suspend Platform access without liability if any undisputed amount remains unpaid for more than thirty (30) days, provided that Hotel Switchboard has given Customer at least ten (10) days' prior written notice and the opportunity to cure.

These Terms commence on the effective date of the applicable Order Form and continue for the Subscription Term specified in that Order Form.

Unless otherwise stated on the Order Form, the Subscription Term will automatically renew for successive periods of equal duration to the initial Subscription Term, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

Either party may terminate these Terms for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice describing the breach with reasonable specificity.

Hotel Switchboard may terminate these Terms immediately on written notice if Customer fails to pay any undisputed amount due for sixty (60) or more days, or if Customer breaches Section 3 (Platform Access & Restrictions).

Upon termination, Customer Data will remain available for export for thirty (30) days as described in Section 4.

Each party (the "Receiving Party") will protect the Confidential Information of the other party (the "Disclosing Party") using the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care.

The Receiving Party will not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a bona fide need to know and who are bound by confidentiality obligations no less restrictive than those in this Section 7.

Confidentiality obligations survive termination of these Terms for five (5) years, except that obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law.

The obligations in this Section 7 do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

Hotel Switchboard warrants that the Platform will operate substantially in accordance with the Documentation during the Subscription Term, and that it will deliver services in a professional and workmanlike manner.

Hotel Switchboard further warrants that it will not knowingly introduce malicious code, viruses, worms, or other harmful programs into the Platform.

ML/AI OUTPUTS ARE PROBABILISTIC, NOT DETERMINISTIC. RECOMMENDATIONS PRODUCED BY THE PLATFORM - INCLUDING PRICING RECOMMENDATIONS, FORECASTS, AND PROJECTED REVENUE OUTCOMES (INCLUDING ANY REPRESENTATIONS REGARDING REVPAR LIFT) - DO NOT GUARANTEE BUSINESS OUTCOMES. CUSTOMER REMAINS RESPONSIBLE FOR ALL OPERATIONAL DECISIONS MADE IN RELIANCE ON OR INDEPENDENT OF PLATFORM OUTPUT.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 8, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND HOTEL SWITCHBOARD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Hotel Switchboard will defend Customer against any third-party claim alleging that Customer's authorized use of the Platform infringes a U.S. patent, copyright, or trademark, and will indemnify Customer for resulting damages and costs finally awarded by a court of competent jurisdiction or paid in settlement approved by Hotel Switchboard.

Customer will defend Hotel Switchboard against any third-party claim arising from: (a) Customer Data; (b) Customer's breach of these Terms; (c) Customer's violation of applicable law; or (d) the combination of the Platform with products or services not provided by Hotel Switchboard, where the claim would not have arisen but for the combination.

Hotel Switchboard's indemnification obligations do not apply to claims arising from: (a) Customer's modification of the Platform; (b) Customer's use of the Platform outside the scope of the license granted in Section 3; (c) the combination of the Platform with products or services not provided by Hotel Switchboard; or (d) Customer's continued use of the Platform after notice of an alleged infringement.

EXCEPT AS EXPRESSLY SET FORTH BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO HOTEL SWITCHBOARD UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The cap in Section 10.1 does not apply to: (a) breaches of confidentiality (Section 7); (b) indemnification obligations (Section 9); (c) Customer's payment obligations; or (d) liability arising from gross negligence or willful misconduct.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The parties acknowledge that the limitations in this Section 10 are a fundamental basis of the bargain and that fees would be materially higher absent these limitations.

Each party will comply with all laws applicable to its performance under these Terms, including without limitation the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the Foreign Corrupt Practices Act (FCPA), and applicable export-control and sanctions regulations.

Where Customer Data includes personal data subject to GDPR, CCPA/CPRA, or other applicable privacy laws, the parties will execute Hotel Switchboard's standard Data Processing Addendum, which is incorporated by reference into these Terms and supersedes any conflicting provision regarding the processing of personal data.

Customer represents and warrants that it has obtained all necessary rights and consents to submit Customer Data to the Platform and authorize Hotel Switchboard to process Customer Data as described in these Terms.

Hotel Switchboard targets 99.9% Platform uptime per calendar month, measured at the Platform's primary application layer. Real-time operational status is published at status.revevolve.ai.

Uptime measurement excludes: (a) scheduled maintenance with at least seven (7) days' prior notice; (b) emergency maintenance reasonably necessary to address critical security or stability issues; (c) downtime caused by Customer or Authorized Users; (d) force majeure events (Section 14.4); and (e) failures of third-party services beyond Hotel Switchboard's reasonable control.

If Hotel Switchboard fails to meet the target uptime in a given calendar month, Customer's sole and exclusive remedy will be a service credit calculated as a percentage of the monthly fees for the affected Subscription Term, applied against the next invoice. Service credits are not refundable in cash.

To claim a service credit, Customer must submit a written request to sales@hotelswitchboard.com within thirty (30) days of the end of the calendar month in which the alleged downtime occurred.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Before initiating any formal dispute-resolution proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation between executives with authority to settle the matter, for a period of at least sixty (60) days from written notice of the dispute.

Any dispute not resolved through informal negotiation will be submitted to binding arbitration administered by JAMS (or, by mutual agreement of the parties, the American Arbitration Association) in accordance with its commercial arbitration rules. The arbitration will take place in Wilmington, Delaware, and will be conducted in English.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED ARBITRATION ARISING OUT OF THESE TERMS.

Notwithstanding the foregoing, either party may seek equitable relief (including temporary and preliminary injunctive relief) in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Hotel Switchboard may modify these Terms from time to time. Material modifications take effect thirty (30) days after written notice to Customer (including via email to the account contact on file). Continued use of the Platform after the effective date constitutes acceptance of the modified Terms. If Customer objects to a material modification, Customer may terminate these Terms by written notice within thirty (30) days of the modification notice and receive a pro-rata refund of unused prepaid fees.

Neither party may assign these Terms or any rights or obligations under these Terms without the other party's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other party.

Each party will be excused from performance (other than payment obligations) for any period during which performance is prevented by a force-majeure event, including without limitation acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or pandemic.

These Terms, together with the applicable Order Form, the Data Processing Addendum (where executed), and any Master Services Agreement (where executed), constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, communications, or understandings, whether written or oral. In the event of conflict, the Master Services Agreement governs over these Terms; the Data Processing Addendum governs over both with respect to processing of personal data.

Notices and questions under these Terms should be directed to the contacts below. Notice is effective on receipt.

• Legal questions, contract negotiation, and notices: sales@hotelswitchboard.com
• Enterprise MSA, DPA, security questionnaires: sales@hotelswitchboard.com
• Mailing address: Hotel Switchboard LLC · Available on request via the contacts above.