MAIN SERVICES AGREEMENT

Last Updated: July 16, 2026

This Main Services Agreement (the “Agreement”) is entered into between Reslify LLC, a Delaware limited liability company (“Reslify”), and the legal entity accepting this Agreement (“Client”). This Agreement becomes effective on the earlier of (a) the date Client accepts it by clicking “I Accept”, “Sign Up”, “Purchase”, or a similar button (including during account creation, checkout, or trial activation), or (b) the date Client (or any Authorized User) first accesses or uses the Services (the “Effective Date”). This Agreement is intended for business-to-business transactions only. Client represents and warrants that it is acting in a commercial/business capacity and not as a consumer. Consumer protection laws do not apply to the maximum extent permitted by law.

Authority. By clicking “I Accept”, “Sign Up”, “Purchase”, or a similar button, the individual acting on behalf of Client (“Authorized Representative”) represents and warrants that they have full legal authority to bind Client to this Agreement.

Scope. This Agreement governs Client’s access to and use of Reslify’s sites, products, applications, tools, features, integrations, reservation and experience management services, widgets and embeddable booking components, Reslify-hosted booking pages or booking links, application programming interfaces (“APIs”) (if any), and any alpha, beta, preview, early access, or similar offerings made available by Reslify from time to time (collectively, the “Services”).

Subscription Details. Client’s subscription plan, fees, billing frequency, applicable usage limits, and any Service-specific commercial terms will be presented to Client at the time of purchase or activation through Reslify’s online checkout, in-product subscription screens, and/or an order confirmation (including via email) (collectively, the “Subscription Details”). The Subscription Details are hereby incorporated into this Agreement by reference. Client agrees that records of the Subscription Details (including order confirmations) are binding. If there is a conflict between the Subscription Details and this Agreement, the Subscription Details will control solely with respect to the applicable commercial terms.

Review and Record. Client acknowledges that, before accepting this Agreement, Client had the opportunity to review this Agreement and to download, save, and/or print a copy for its records.

Paid Subscriptions and Free Trials. This Agreement applies to Client’s use of the Services whether under a paid subscription or a free trial.

Contractual Policies; Privacy Notices; Addenda; Order of Precedence. This Agreement incorporates by reference the Reslify Acceptable Use Policy and Intellectual Property Policy, as each may be updated from time to time (collectively, the “Incorporated Policies”), and the Data Processing Addendum (“DPA”), including its schedules and annexes (Schedules 1–5) and any EU SCCs / UK Addendum / Swiss addendum incorporated therein, as amended or updated in accordance with the DPA. The Privacy Policy and Cookie Policy are notices that describe Reslify’s processing of personal data and use of cookies; they are not contractual Incorporated Policies and do not amend this Agreement. Reslify and Client may also enter into a written statement of work, addendum, or other supplemental agreement (each, an “Addendum”). If there is a conflict or inconsistency among the Agreement Documents, the following order of precedence will apply, but only with respect to the subject matter of the conflict: (1) the DPA for data protection and data processing terms; (2) any Addendum/SOW for the scope and deliverables covered by that Addendum/SOW; (3) the Subscription Details solely for applicable commercial terms (including pricing, term, usage limits, and billing); (4) Service-Specific Terms solely for the applicable feature, integration, module, or component; (5) this Agreement; (6) the Incorporated Policies solely to the extent applicable. For clarity, the DPA will control with respect to Processor/processing terms for Client Data.

Notwithstanding the order of precedence, the limitations and exclusions of liability in Section 10 apply to the DPA and all Agreement Documents to the maximum extent permitted by applicable law, unless an Agreement Document expressly and specifically states that it overrides Section 10.

Updates to Contractual Policies; DPA. Reslify may update the Incorporated Policies from time to time. If an update is material, Reslify will provide notice in accordance with Section 11.10, and such update will become effective on the effective date stated in the notice (or, if no date is stated, when posted or made available within the Services). Updates to the DPA are governed by the DPA. Updates to the Privacy Policy and Cookie Policy are governed by those notices and applicable law.

Undefined Terms. Capitalized terms not defined in this Agreement have the meanings set out in the other Agreement Documents (as applicable). For clarity, any definitions or capitalized terms included in the Subscription Details apply solely to commercial terms (including plan, pricing, billing frequency, term, usage limits, and billing mechanics) and do not define or modify non-commercial legal terms unless the Subscription Details expressly state otherwise. If a capitalized term is defined in more than one Agreement Document, the definition in the higher-precedence document controls for that conflict.

Acceptance. If Client does not agree to this Agreement, Client must not access or use the Services.

Account Registration. Client must register for and maintain an account to use the Services. Reslify may reject or disable registrations, require changes to account identifiers, and suspend or terminate accounts as permitted under this Agreement and applicable law.

1. LICENSE AND RESTRICTIONS

1.1 Access and Use. Subject to the terms and conditions of this Agreement and the applicable limits (e.g., number of locations or users) specified in the Subscription Details, Reslify grants Client a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services during the Term solely for Client’s internal business operations and, to the extent permitted by the Subscription Details, the internal business operations of Client’s Affiliates.

Client may allow Client’s and, if applicable, Client’s Affiliates’ employees and contractors to access the Services on Client’s behalf as “Authorized Users,” provided that Client remains fully responsible and liable for all acts and omissions of its Affiliates and Authorized Users and for their compliance with this Agreement.

For purposes of this Agreement, “Affiliate” has the meaning set forth in Section 12.

1.2 Client Obligations. Client will access and use the Services only in accordance with this Agreement, the Acceptable Use Policy, the Subscription Details, and all applicable laws, rules, and regulations. For clarity, Client is not required to comply with User Guidelines except as expressly stated below with respect to reasonable operational instructions necessary to access, use, secure, or support the Services. Client is solely responsible for (a) its and its Authorized Users’ use of the Services; and (b) any application, integration, or other software or service that Client develops, enables, or connects to the Services (each, an “Application”), including compliance with all applicable laws and any third-party terms applicable to such Application.

Notwithstanding the foregoing, Client will not circumvent or disable reasonable technical and security measures, access controls, or support processes implemented by Reslify that are necessary to access, use, secure, or support the Services (e.g., authentication requirements, rate limits, and support procedures), provided such measures do not conflict with the Agreement Documents. User Guidelines are provided for informational and convenience purposes only and do not form part of the Agreement Documents, and do not amend or modify any Agreement Documents unless Reslify expressly states in writing that specific User Guidelines (or portions) are incorporated into the Agreement Documents. If there is any conflict between User Guidelines and the Agreement Documents, the Agreement Documents control.

For clarity, User Guidelines that Reslify makes generally available to the public (e.g., a public help center) are not Confidential Information solely because they are User Guidelines. Non-public User Guidelines (e.g., User Guidelines made available only within the Services, behind authentication, or shared directly with Client) are proprietary and are Confidential Information of Reslify, even if not incorporated into the Agreement Documents as contractual obligations.

Guest Relationship; Reservation Management. Client is solely responsible for its relationship with Guests, including managing reservations, modifications, cancellations, no-shows, and waitlists, and for setting, communicating, and enforcing its own reservation, change/cancellation, and refund policies. Reslify provides the Services as a technical platform and, as between Client and Reslify, Reslify is not a party to any agreement or transaction between Client and any Guest. Reslify has no obligation to intervene in, mediate, or resolve any dispute between Client and any Guest, and Client is solely responsible for Guest communications and outcomes, except as expressly set forth in this Agreement.

Client Communications. If Client uses the Services to send emails, SMS, WhatsApp messages, or other communications to Guests or other individuals, Client is solely responsible for the content, timing, and recipients of such communications and for complying with all applicable marketing, privacy, and communications laws (including obtaining required consents and honoring opt-outs and preference signals where required). Reslify provides the Services only as a technical facilitation layer and does not control Client’s communications or recipient lists.

Account Information; Accuracy. Client will provide accurate and complete account, billing, and business information and will promptly update such information to keep it current. Client represents and warrants that such information is accurate and complete. If Client provides information that is materially inaccurate or incomplete, or Reslify reasonably suspects fraud or misrepresentation, Reslify may suspend or terminate access to the Services in accordance with this Agreement and applicable law. Reslify is not responsible for losses arising from Client’s failure to maintain accurate account information.

Credential Security. Client is responsible for provisioning and managing access for Authorized Users, including issuing and revoking credentials, and ensuring that all Authorized Users comply with this Agreement. Client remains responsible for all activity that occurs under Client’s accounts. Client and its Authorized Users must keep all credentials secure, must not share credentials among multiple individuals, and must promptly notify Reslify in writing (including via email or Reslify support channels) of any suspected or actual unauthorized access to or use of the Services. Client will implement and maintain reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to the Services.

Security Incident Cooperation. Client will promptly notify Reslify if Client becomes aware of any suspected or actual unauthorized access to or misuse of Client’s accounts or credentials and will take reasonable steps to mitigate the effects. Client will reasonably cooperate with Reslify’s requests for information and assistance to investigate and remediate the incident. Any assistance provided by Reslify does not constitute an admission of fault or liability.

Account and Data Access Disputes. Client is solely responsible for resolving any disputes regarding ownership of, or access to, Client’s accounts or Client Data (including disputes involving current or former owners, employees, contractors, or Affiliates). Reslify has no obligation to intervene in such disputes.

Client Licenses and Compliance. Client represents and warrants that it has and will maintain all licenses, permits, approvals, and consents necessary for its business operations and its use of the Services.

Remedy for Breach. Reslify may take any action it reasonably deems necessary to protect the Services, Client, or third parties, including suspending or limiting access to the Services, for any material breach of this Section 1.2 or where Reslify reasonably believes continued access creates a security risk. Any suspension or limitation under this Section 1.2 will not relieve Client of payment obligations accrued prior to the suspension, or, to the extent permitted by applicable law, otherwise owed under the Subscription Details and Section 5 (Fees).

1.3 Client Restrictions. Except as expressly permitted under this Agreement, Client will not, and will not permit any Authorized User or third party to, directly or indirectly:

(a) modify, translate, adapt, or create derivative works of the Services or any Non-public User Guidelines made available by Reslify (including any copies, extracts, or downloads in Client’s possession or control); (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas, algorithms, structure, or organization of the Services (except to the extent such restriction is prohibited by applicable law); (c) rent, lease, sublicense, resell, distribute, time-share, provide as a service bureau, or otherwise make the Services available to any third party (including for the benefit of any third party), except as expressly permitted by the Subscription Details; (d) remove, alter, or obscure any proprietary notices, labels, or marks in the Services or any such Non-public User Guidelines; (e) disclose or publish the results of any benchmarking, performance, or comparative testing of the Services without Reslify’s prior written consent; (f) circumvent, disable, or interfere with any security, access-control, copyright protection, or license-management features of the Services; (g) interfere with, disrupt, or attempt to gain unauthorized access to the Services, systems, networks, or data related to the Services, including by introducing malicious code, scanning, probing, or using automated bots, scrapers, or spiders; (h) use the Services in violation of any applicable law, rule, or regulation, or to infringe, misappropriate, or otherwise violate the rights of any third party; (i) use the Services to collect, access, disclose, share, sell, or otherwise process personal data in violation of applicable law, the DPA (if applicable), Client’s own notices/consents, or this Agreement; (j) access or use the Services to build or support, and/or assist a third party in building or supporting, products or services that are materially competitive with the Services (each, a “Competitive Product”); (k) use the Services, or any non-public information obtained through the Services, for the purpose of training, calibrating, or validating any artificial intelligence or machine learning models, except where (i) Reslify expressly authorizes such use in writing, or (ii) such training uses only Client Data exported by Client from the Services for Client’s internal business purposes in compliance with applicable law, the DPA (if applicable), and this Agreement, and does not involve developing a Competitive Product; (l) use, display, register, purchase, or claim any rights in Reslify Marks (including as keywords, domain names, social handles, or branding) without Reslify’s prior written consent; or (m) attempt to do any of the foregoing.

1.4 Additional Features; Service-Specific Terms. Certain features, integrations, or components of the Services may be subject to additional terms that Reslify makes available through the Services interface, Subscription Details, a feature- or integration-specific page, or otherwise in writing to Client (collectively, “Service-Specific Terms”). To the extent Client activates, accesses, or uses any such feature, integration, or component, Client is deemed to have accepted the applicable Service-Specific Terms. The Service-Specific Terms are incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the Service-Specific Terms, the Service-Specific Terms will control solely with respect to the applicable feature, integration, or component.

AI Features. If Client accesses or uses any AI-powered booking assistant, AI assistant, AI-generated response feature, AI-assisted menu-import feature, or similar AI functionality made available by Reslify, such use is subject to the AI Booking Assistant Terms, including its AI Menu Import provisions, which are incorporated into this Agreement by reference as Service-Specific Terms.

Client AI Responsibilities. Client is responsible for the accuracy, completeness, legality, and currency of the venue information, offers, policies, availability, and other Client Content that it provides or configures for use with AI Features. Client will provide any notices, obtain any permissions, and implement any human review or confirmation processes required by applicable law for its use of AI Features and Client Content. Reslify may limit, suspend, or disable AI Features where reasonably necessary to address legal, security, safety, abuse, or operational risks.

1.5 Beta Services. Reslify may make certain features, products, services, or functionality available as alpha, beta, preview, early access, or similar offerings (“Beta Services”). Client may choose to use Beta Services at its sole discretion. Reslify may modify, suspend, or discontinue any Beta Service at any time and may decide not to make any Beta Service generally available. Reslify has no obligation to provide technical support for Beta Services and may provide support for Beta Services at Reslify’s discretion.

Disclaimer. Beta Services are provided solely for evaluation, testing, and experimentation purposes and are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind. Client acknowledges that Beta Services may: (a) not perform as intended or expected; (b) not meet performance, availability, or security expectations; (c) contain errors, bugs, or design flaws; and (d) cause data loss, data corruption, or inconsistent results. Client accepts all risks associated with the use of Beta Services. To the maximum extent permitted by applicable law, Reslify will have no liability for any harm or damage arising out of or in connection with a Beta Service.

Confidentiality. Beta Services and any related non-public information made available by Reslify are Confidential Information of Reslify.

2. SUPPORT AND ONBOARDING

2.1 Support. Subject to Client’s timely payment of all applicable Fees, Reslify will use commercially reasonable efforts to provide standard technical support for the Services for reproducible errors and operational issues reported through Reslify’s designated support channels. Reslify may determine, update, and enforce its support channels, processes, priorities, hours, and response times in its sole discretion. Reslify does not provide any service level agreement (SLA) and does not guarantee any particular response or resolution time, or that any issue will be fully resolved. Support excludes training, data entry, content configuration, custom development, custom integrations, and third-party services/integrations, except as expressly included in the applicable Subscription Details. Reslify may suspend or limit support to the extent reasonably necessary to address security risks, abuse, or Client’s material breach, or during any suspension for non-payment as permitted under this Agreement.

Updates; Patches. Reslify may make generally released updates, patches, and bug fixes available for the Services as part of the applicable subscription when and if Reslify makes them generally available to its customer base. Reslify has no obligation to provide any particular update, patch, fix, or release on a specific timeline, or to maintain or support any particular feature, integration, or component.

Reslify reserves the right to charge separately for premium support, customized onboarding, professional services, new modules, add-ons, or custom integrations.

Maintenance; Downtime. The Services may be unavailable from time to time due to planned maintenance, upgrades, or emergency fixes. Reslify will use commercially reasonable efforts to schedule planned maintenance to minimize disruption and may provide notice via the Services or email where practicable.

2.2 Setup and Onboarding.

(a) Optional; Scope; Professional Services. Setup, configuration, floorplan digitization, data import, or similar services (“Setup Services”) are optional and will be provided only if and to the extent expressly included in the applicable Subscription Details (or a separate Addendum/SOW). Setup Services (if any) are provided as professional services and are separate from standard Support under Section 2.1. Reslify will use commercially reasonable efforts to perform included Setup Services remotely in accordance with its standard practices. Reslify may determine the sequence, method, and tooling for Setup Services in its sole discretion.

(b) Client Responsibilities; Dependencies. Client acknowledges that successful and timely completion of Setup Services depends on Client’s prompt cooperation and the accuracy, completeness, and timeliness of information, content, and access provided by Client (including floor plans, menus, inventory rules, policies, exports, credentials, and third-party permissions). Reslify may rely on Client-provided information without independent verification, and Client is solely responsible for reviewing and validating results.

(c) No Timelines Guaranteed. Any timelines or completion dates (if provided) are estimates only and not guarantees.

(d) Out of Scope; Change Orders. Unless expressly stated in the Subscription Details (or a separate Addendum/SOW), Setup Services do not include custom development, custom integrations, on-site services, data cleansing/enrichment, complex data mapping, third-party vendor coordination, or repeated/ongoing imports. Any work requested by Client that is outside the included Setup Services (including additional revisions, rework due to inaccurate inputs, or additional locations/users not included in the plan scope) will be subject to Reslify’s acceptance and may require a written change order and/or additional Fees at Reslify’s then-current rates.

(e) Client Delays; Deemed Completion. If Client fails to provide required cooperation, access, or information within a reasonable time, Reslify may pause or reschedule Setup Services and/or deem the Setup Services completed for billing purposes, and Client’s payment obligations will commence or continue as set forth in the Subscription Details and Section 5.

(f) Acceptance; No Refunds. Setup Services are deemed accepted upon the earlier of (i) Client’s first productive use of the Services (including any Setup deliverables), or (ii) three (3) business days after Reslify notifies Client of completion, unless Client provides written notice of material nonconformity within that period describing the nonconformity in reasonable detail. Except as required by mandatory applicable law, Setup Services are non-refundable, and Client’s sole and exclusive remedy for any proven material nonconformity is re-performance of the nonconforming Setup Services.

(g) Data Import Limitations. Any data import is limited to the formats and fields supported by the Services, and Reslify does not guarantee that any import will be complete, error-free, or suitable for Client’s specific purposes. Client is solely responsible for maintaining backups of its data and for verifying imported data before relying on it for operations.

2.3 Client Cooperation. Client acknowledges that successful Setup requires Client’s timely cooperation. Client will designate a project lead, provide access to necessary systems and data (including accurate floorplans and menus), and complete Client responsibilities as reasonably requested by Reslify. Reslify will not be responsible for any delays, failures, or cost overruns caused by Client’s failure to provide such cooperation, information, or access in a timely manner. Acceptance, remedies, and refund terms for Setup Services are governed solely by Section 2.2.

2.4 Service Modifications; Material Reduction Remedy.

(a) Service Modifications. Reslify may continually develop and improve the Services and may modify, update, add, remove, or discontinue features or components of the Services from time to time, including for security, legal, operational, or product reasons. Reslify has no obligation to maintain, support, or continue any particular feature, integration, or component, and any descriptions of features are not warranties or guarantees.

(b) Notice of Material Reduction. If a Service Modification results in a Material Reduction of the Core Functionality of the applicable Paid Services (as defined in Section 2.4(f)), Reslify will provide reasonable notice where practicable (including via email or in-product notice).

(c) Client Notice; Time to Assert. If Client believes a Service Modification has resulted in a Material Reduction, Client may provide Reslify written notice describing the Material Reduction in reasonable detail (a “Material Reduction Notice”). Client must deliver the Material Reduction Notice within thirty (30) days after the earlier of: (i) Client’s actual knowledge of the Material Reduction; or (ii) the date the Material Reduction became reasonably discoverable by a diligent user of the Services.

(d) Cure Period. Reslify will have thirty (30) days after receipt of a Material Reduction Notice to remedy the Material Reduction (the “Cure Period”). If Reslify remedies the Material Reduction within the Cure Period, Client will have no further remedy under this Section 2.4 for that issue.

(e) Termination Right; Refund/Credit. If Reslify does not remedy the Material Reduction within the Cure Period, Client may terminate the affected Paid Services by written notice to Reslify, effective immediately upon the end of the Cure Period (or on a later effective date stated in Client’s notice). In that case, provided Client is not in material breach and has paid all undisputed Fees then due:

(i) Prepaid / fixed-term subscriptions. Reslify will refund the unused portion of prepaid Subscription Fees actually paid for the affected Paid Services, prorated as of the effective termination date.

(ii) Month-to-month / recurring billing. Reslify will provide a prorated credit or refund for any prepaid, unused portion of the then-current billing period for the affected Paid Services, if applicable.

No Other Refunds. No refund or credit will be provided for Transaction Fees, Setup Services, Professional Services, add-ons, third-party fees, taxes, discounts, credits, or amounts not actually paid.

(f) Definitions (Section 2.4 Only).

(i) “Core Functionality” means the minimum essential, generally available functionality of the applicable Paid Services that enables Client to: (A) create, modify, cancel, and manage reservations and/or paid bookings (as applicable to Client’s Subscription Details); and (B) publish and operate the Reslify-hosted booking page(s) and/or embeddable booking widget(s) necessary to accept such bookings. Core Functionality excludes Beta Services, Third-Party Services/integrations (including Reserve with Google), analytics/reporting/marketing features, and any add-ons or modules not included in the applicable Subscription Details.

(ii) “Material Reduction” means an adverse change to the Services that results in a sustained and non-de minimis inability of Client to perform the Core Functionality, due solely to the Services, excluding unavailability or impairment caused by: (A) scheduled maintenance or emergency fixes disclosed or performed by Reslify; (B) Third-Party Services or internet/telecom/cloud provider issues outside Reslify’s control or force majeure events; or (C) Client’s systems, configurations, data, credentials, or misuse/violation of the Agreement.

(g) Sole and Exclusive Remedy. This Section 2.4 states Client’s sole and exclusive remedy, and Reslify’s entire obligation, for any Material Reduction of Core Functionality due to a Service Modification. For clarity, Section 11.12 applies to material updates to this Agreement and does not create additional remedies for Service Modifications beyond those set forth in this Section 2.4.

3. THIRD-PARTY SERVICES AND CONTENT

3.1 Third-Party Services.

The Services may interoperate with, integrate with, or enable access to products, services, software, content, or websites provided by third parties (“Third-Party Services”). Client is responsible for: (a) complying with all applicable terms, policies, and requirements of Third-Party Services; and (b) providing Reslify with any required permissions, credentials, or access to Client’s Third-Party Service accounts.

Authorization. If Client installs, enables, or connects a Third-Party Service for use with the Services, Client grants Reslify permission to access Client’s accounts and, as necessary and as instructed or configured by Client, to access and transfer Client Data to the applicable Third-Party Service provider for the interoperation of that Third-Party Service with the Services. Reslify is not responsible for any disclosure, modification, or deletion of Client Data resulting from access by such Third-Party Service or its provider.

Disclaimer. Reslify does not control and is not responsible or liable for Third-Party Services, including their availability, security, functionality, accuracy, ranking, or performance. If a Third-Party Service ceases to make its features or programs available on reasonable terms, Reslify may cease providing access to the applicable Third-Party Service integration or related features, to the maximum extent permitted by applicable law, without entitling Client to any refund, credit, or other compensation. Third-Party Services may be subject to additional third-party terms and conditions and/or applicable Service-Specific Terms, which are incorporated into this Agreement by reference to the extent applicable.

Fees. Third-Party Services may charge fees, commissions, or other amounts that are payable directly by Client to the third party, deducted by the applicable Payment Processor, and/or billed through Reslify if stated in the Subscription Details. Payment processor fees (including processing fees, dispute/chargeback fees, FX fees, payout fees, reserves/rolling reserves, hold amounts, reversals, and other processor charges or deductions) are governed by the applicable Payment Processor Terms (defined below), and Reslify does not control those processor decisions. In the PAYTR marketplace flow, PAYTR deducts its own applicable fees, transfers Client’s seller net amount directly to Client’s designated IBAN, and transfers the separately calculated platform commission to the Turkish Payment Operator. Fees owed to Reslify LLC and any marketplace commission payable to the Turkish Payment Operator are governed by Section 3.1, Section 5, the Subscription Details, and any applicable payment-specific terms.

Third-Party Marks. Any third-party trademarks, service marks, and logos are the property of their respective owners, and Client’s use of such marks is subject to the applicable third party’s terms and permissions.

Payment Processing; Payment-Enabled Offerings.

(a) Applicable Payment Terms; Material Breach. If Client enables deposits, prepaid reservations, prepaid experiences, ticketed events, gift cards, minimum-spend holds, cancellation/no-show fees, or other payment-enabled features (collectively, “Payment-Enabled Offerings”), the applicable payment processor is a Third-Party Service. Where Client enrolls in or connects its own payment-processor account, Client’s use is governed by its separate agreement with that provider. Where Client uses the supported PAYTR marketplace flow, the PAYTR marketplace account is operated by Reslify Bilişim Pazarlama Limited Şirketi, Reslify LLC’s authorized Turkish reseller and payment-facilitation operator (the “Turkish Payment Operator”), and Client’s use is governed by this Agreement, the Subscription Details, the disclosed PAYTR marketplace requirements, and applicable processor, bank, and card-network rules (collectively, “Payment Processor Terms”). Neither Reslify LLC nor the Turkish Payment Operator is a bank or licensed payment institution. Client must not use Payment-Enabled Offerings in violation of the Payment Processor Terms, and any such violation is a material breach of this Agreement.

(b) Required Processor; Account Models; Changes. Payment-Enabled Offerings require a supported third-party payment processor (each, a “Payment Processor”). Some flows require Client to enroll in, connect, and maintain its own processor account, including the current Stripe Connect flow. The supported PAYTR marketplace flow instead operates through the Turkish Payment Operator’s PAYTR marketplace account and requires Client to provide and maintain accurate seller-beneficiary details, including its legal beneficiary name and settlement IBAN, and to satisfy applicable readiness, verification, and underwriting requirements. Reslify may add, remove, or change supported Payment Processors or account models from time to time and will identify the then-current model in the Services, Subscription Details, and/or applicable Service-Specific Terms.

Stripe Connect Authorization; Direct Charges. Where Stripe Connect is enabled, Client authorizes Reslify, acting through the Services and subject to Client’s configuration and instructions, to create or connect to and access Client’s Stripe connected account and to create, retrieve, and manage payment sessions, customers, PaymentIntents, SetupIntents, refunds, application fees, and related payment records on that connected account as necessary to provide, operate, support, and troubleshoot the Payment-Enabled Offerings. This authorization does not permit Reslify to determine Client’s refund policies, no-show status, or entitlement to charge a Guest independently of Client’s instructions, configuration, or status inputs.

Guest payments processed through the current Stripe Connect integration are intended to be created as direct charges on Client’s connected account. Accordingly, the payment and related Stripe records are associated with Client’s connected account; Client is the merchant/seller of record; and Stripe may deduct its processing, dispute, payout, foreign-exchange, and other applicable fees or amounts from Client’s connected account in accordance with the Payment Processor Terms and the connected-account configuration. Any Reslify Transaction Fee collected as a Stripe application fee is separate from Stripe’s own fees and is governed by Section 5 and the Subscription Details.

PAYTR Marketplace Authorization; Direct Seller Settlement. Where the supported PAYTR marketplace flow is enabled, Client authorizes Reslify LLC and the Turkish Payment Operator to transmit to PAYTR the information and instructions necessary to process and reconcile the Guest transaction, including the order and transaction identifiers, gross amount, seller net amount, platform commission, refund or adjustment information, and Client’s beneficiary name and IBAN. PAYTR processes the Guest payment and, subject to PAYTR’s rules, timing, reserves, deductions, and successful transfer instructions, transfers Client’s seller net amount directly to Client’s designated IBAN and transfers only the applicable platform commission to the Turkish Payment Operator’s account. Client remains the merchant/seller of record for the Venue services and offerings.

(c) Merchant of Record; Processor Settlement; No Holding of Seller Principal. As between Client and Reslify, Client (not Reslify LLC or the Turkish Payment Operator) is the merchant/seller of record vis-à-vis Guests. Guest payments are processed and settled by the applicable Payment Processor. In the Stripe Connect model, settlement is made through Client’s connected account. In the PAYTR marketplace model, PAYTR transfers Client’s seller net amount directly to Client’s designated IBAN and transfers the separately calculated platform commission to the Turkish Payment Operator. Neither Reslify LLC nor the Turkish Payment Operator receives or holds Client’s seller net proceeds as principal in its own bank account. The Turkish Payment Operator administers the PAYTR marketplace account, submits allocation, settlement, reconciliation, refund, and adjustment instructions, and receives only the platform commission or other amounts expressly payable to it. These activities do not make either Reslify entity a bank, licensed payment institution, money services business, or money transmitter.

(d) Facilitation Only; Client Responsibility. Reslify LLC and, for the PAYTR marketplace flow, the Turkish Payment Operator provide technical and payment-facilitation services; they do not become the seller of Client’s Venue services or offerings. Client is solely responsible for all seller obligations and liabilities, including the underlying authorization to charge, Venue policies, cancellations, refund eligibility, chargebacks, disputes, taxes, invoicing/receipts for Venue services, required Guest disclosures, and Guest communications and outcomes. Reslify may technically transmit or execute payment, settlement, reconciliation, refund, or adjustment instructions submitted or configured by Client, but does not independently determine refund eligibility, fund Client’s refund obligation, or assume responsibility for Client’s Venue services. Client remains responsible for all Guest refunds, reversals, disputes, and chargebacks and for communicating its refund and cancellation policies to Guests, subject to mandatory law and the Payment Processor Terms.

Gift Cards. Where Client offers gift cards through the Services, Client is the issuer and merchant/seller of record vis-à-vis Guests. Client is solely responsible for the gift cards and all related obligations, including the accuracy and legality of its gift-card terms and disclosures; the gift-card value, redemption, validity or expiry, restrictions, refunds, replacements, taxes, and consumer rights; honouring valid gift cards; and handling all Guest communications, claims, disputes, chargebacks, and liabilities, including if Client closes or ceases to provide the relevant goods or services. Reslify provides only the technical purchase, delivery, and redemption functionality and may facilitate payment through the Payment Processor; Reslify is not the issuer, guarantor, or insurer of any Client gift card, except to the extent required by mandatory applicable law.

(e) Onboarding; Information Sharing. As a condition of enabling Payment-Enabled Offerings, Client agrees to provide accurate and complete information about Client and its business as required for verification, underwriting, beneficiary readiness, settlement, compliance, and ongoing account maintenance, and to promptly update such information as needed. Client authorizes Reslify LLC and, where applicable, the Turkish Payment Operator to transmit such information and relevant transaction, beneficiary, settlement, refund, and account metadata to the Payment Processor and to receive information back from the Payment Processor as necessary to enable, operate, support, reconcile, and troubleshoot Payment-Enabled Offerings, consistent with the Reslify Privacy Policy and the DPA (if applicable).

(f) Cardholder Data; PCI. Client is solely responsible for any handling of cardholder data and for complying with PCI DSS and applicable card network rules. Client will not provide card numbers or other sensitive authentication data to Reslify, except to the extent processed by the connected Payment Processor under the Payment Processor Terms.

(g) Reslify Fees; Transaction Fees; PAYTR Marketplace Commission; Incentives. Subscription and other SaaS Fees invoiced by Reslify LLC are governed by Section 5 and the Subscription Details. Any platform commission allocated by PAYTR to the Turkish Payment Operator is separately identified in the applicable commercial/payment terms and settlement records and is distinct from PAYTR’s own processing fees and Client’s seller net amount. Any promotional pricing, credits, discounts, or other incentives are governed by Section 5.1(d), the Subscription Details, and any applicable payment-specific terms.

Card Guarantees; Saved Payment Methods; Subsequent No-Show or Cancellation Charges. Where enabled, the Services may allow Client to require a Guest to provide a payment method as a reservation guarantee. In the current Stripe Connect flow, the payment method may be saved to a customer on Client’s connected account through a SetupIntent for possible future off-session use; this card-guarantee process is not, by itself, an authorization hold, completed charge, or transfer of funds. Subject to the Guest-facing policy and authorization presented through the booking flow, Client instructs and authorizes Reslify to use the saved payment method to transmit a later charge request to Stripe on Client’s connected account when Client submits or confirms the applicable cancellation, late-cancellation, no-show, or similar status and charge instruction through the Services. Client, not Reslify, determines whether the policy conditions are satisfied and remains responsible for the amount, timing, legal basis, notices, consent, evidence, and outcome of the charge.

Authorization Holds; Release and Capture. If a separate authorization-hold feature is expressly made available and enabled, an authorization hold is a temporary authorization request routed through Client’s connected Payment Processor and is not, by itself, a completed sale or transfer of funds to Reslify. Client instructs and authorizes Reslify, in accordance with Client’s configuration and instructions, to transmit requests to place, release or void, and, where permitted, capture or convert the authorized amount into a charge, subject to the Payment Processor’s, card network’s, and issuing bank’s rules and approval. Reslify does not independently determine whether a Guest is a no-show or whether an authorization should be captured.

Client is solely responsible for: (a) the accuracy and integrity of any check-in, cancellation, no-show, or similar status submitted through the Services (whether by Client or its staff); (b) setting, communicating, and enforcing its hold/no-show policies (including amounts, windows, and exceptions); and (c) handling all Guest communications, complaints, disputes, refunds (including partial refunds), and chargebacks and related outcomes.

Reserve with Google (RwG) Integration. If Client enables the “Reserve with Google” integration or any similar Google booking integration (“RwG”), Client instructs and authorizes Reslify to transmit and synchronize Client Data as necessary to operate the integration, including (as configured by Client) venue/location information, booking links, reservation policies, service hours, table/experience inventory, and real-time availability, and to receive from Google reservation requests, modifications, cancellations, and related booking metadata for processing through the Services. Client is solely responsible for: (a) enabling the integration; (b) complying with Google’s applicable terms and policies; (c) the accuracy of the information and availability provided through the integration; and (d) all Guest communications, confirmations, changes, cancellations, refunds/chargebacks (if applicable), and dispute handling. Reslify does not control Google and is not responsible for Google’s performance, availability, ranking, display decisions, or any errors or outages of the integration.

3.2 Third-Party Content. The Services may make available content, data, or materials provided by third parties, including data provided through Third-Party Services (collectively, “Third-Party Content”). Reslify does not control and is not responsible or liable for the accuracy, completeness, or reliability of any Third-Party Content. Reslify may remove, disable access to, or modify Third-Party Content at any time, including without prior notice, to the extent permitted by applicable law.

3.3 Open Source Software. The Services may include or incorporate software components that are subject to open source or “free software” licenses (“Open Source Software” or “OSS”). A list of OSS components (as applicable) may be made available within the Services, in a “Third-Party Notices” or similar page, or otherwise provided to Client. To the extent required by the applicable OSS license, the terms of the OSS license will apply to the OSS component(s) in lieu of this Agreement. OSS is not subject to the terms and conditions of this Agreement except for this Section 3.3 and any applicable disclaimers and limitations of liability. Nothing in this Agreement limits Client’s rights under, or grants Client rights that supersede, the terms of any applicable OSS license.

4. PROPRIETARY RIGHTS

4.1 Platform and Services. Reslify (and its licensors) retains all right, title, and interest in and to the Services, the Platform, the User Guidelines, and all related technology, software, algorithms, interfaces, designs, and know-how, including any updates, enhancements, modifications, or derivative works thereof (collectively, “Reslify Technology”). Except for the limited rights expressly granted in Section 1.1, no rights are granted to Client, and all rights not expressly granted are reserved by Reslify.

4.2 Client Data Ownership. As between the parties, Client retains all right, title, and interest in and to Client Data. Client is solely responsible for the legality, accuracy, and content of Client Data. Unless configured otherwise in the Services, Client authorizes Reslify to make Client Data available across Client’s locations/venues and Authorized Users under the same Client account, subject to role-based access controls.

4.3 Data Protection; Responsibilities. Reslify will Process personal data within Client Data as a Processor in accordance with applicable law and the DPA (if applicable). To the extent Reslify Processes personal data as a Controller (including Account Data and any personal data within Usage Data that Reslify processes as a Controller), Reslify will do so in accordance with applicable law and the Reslify Privacy Policy. Client represents and warrants that Client will Process Client Data (including any personal data) in accordance with Client’s own privacy notices and all applicable law. Client will not use the Services to transmit, store, display, or otherwise make available any Client Data that is unlawful, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, or pornographic. Reslify may remove or disable access to such Client Data to the extent permitted by applicable law. Reslify may also implement reasonable technical measures to detect, prevent, and mitigate fraud, abuse, and violations of the Acceptable Use Policy and applicable law. Client is solely responsible for providing all required notices and obtaining all required consents or other lawful bases from Guests and other data subjects for Client’s collection and use of personal data and for Reslify’s Processing of Client Data as Client’s Processor under the DPA.

Intellectual Property Complaints; Repeat Infringers. Reslify respects the intellectual property rights of others and will investigate and respond to properly submitted notices of alleged infringement in accordance with Reslify’s Intellectual Property Policy. Reslify may remove or disable access to content alleged to be infringing and may suspend or terminate accounts of repeat infringers, in each case to the maximum extent permitted by applicable law.

4.4 License to Use Client Data. Client grants Reslify a worldwide, royalty-free, non-exclusive, sublicensable (to Reslify Affiliates and subprocessors), and limited license to host, copy, transmit, display, and otherwise use Client Data solely as necessary to provide, maintain, secure, and support the Services and to perform Reslify’s obligations under this Agreement and the DPA (if applicable).

4.5 De-Identified and Aggregated Data; Usage Data. Reslify may create and use De-Identified and Aggregated Data (as defined in Section 12) to operate, maintain, analyze, develop, and improve the Services and for other lawful business purposes. For clarity, Reslify’s creation and use of De-Identified and Aggregated Data and Usage Data is intended to be based primarily on Service Telemetry and to exclude Client Content except to the extent strictly necessary for security, fraud/abuse prevention, troubleshooting, or legal compliance, and Reslify will process any personal data within such data as a Controller in accordance with applicable law and the Reslify Privacy Policy.

Reslify may collect, generate, and use Usage Data to operate, maintain, secure, analyze, develop, and improve the Services and for other lawful business purposes. Reslify will Process any personal data within Usage Data as a Controller in accordance with applicable law and the Reslify Privacy Policy.

4.6 Marks. Client grants Reslify a limited, non-exclusive, non-transferable, and sublicensable (to Reslify Affiliates and service providers) right to use Client’s trademarks, service marks, logos, and similar identifiers (“Marks”) solely to provide the Services and to display Client branding within the Services (e.g., on booking pages or receipts). Client retains all other rights in the Marks. Marketing and publicity rights are governed solely by Section 11.7.

4.7 Account Data. Reslify may Process information relating to Client’s Authorized Users, administrators, billing contacts, and account administration (including contact details and account settings) (“Account Data”) as a Controller for account management, billing, support, security, and Service administration purposes in accordance with the Reslify Privacy Policy. Client represents and warrants that Client has the authority to provide Account Data to Reslify for such purposes.

4.8 Feedback. Client grants Reslify a worldwide, perpetual, irrevocable, royalty-free right and license to use and incorporate into the Services any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Client or Authorized Users, without restriction or obligation.

4.9 No Other Rights. Except as expressly set forth in this Agreement, neither party acquires any rights in the other party’s intellectual property by implication or otherwise.

5. FEES

5.1 Fees; Subscription Fees; Transaction Fees.

(a) Subscription Fees. Client will pay the recurring subscription fees for the Services as set forth in the Subscription Details (“Subscription Fees”). Unless otherwise stated in the Subscription Details, Subscription Fees are billed in advance on a recurring basis (e.g., monthly or annually), are non-cancelable and non-refundable to the maximum extent permitted by applicable law (except as expressly set forth in Section 2.4, Section 6.5, and Section 9.1(c)), and Client remains responsible for Subscription Fees for the entire Subscription Term regardless of actual usage or non-use.

(b) Free Services; Trials; Promotions. Reslify may make certain features or Services available on a free, trial, promotional, beta, discounted, or credit-based basis (collectively, “Free Services/Trials/Promotions”). Reslify may offer or decline to offer any Trial or Promotion in its discretion, and eligibility (including availability, duration, scope, and included features) may vary by Client, plan, feature, geography, or other criteria determined by Reslify.

Unless expressly stated in the Subscription Details, Free Services/Trials/Promotions are offered for convenience only, apply prospectively, are non-transferable, have no cash value, and may be modified, limited, or discontinued upon notice.

Trial terms are described in the Subscription Details and/or in-product screens.

Payment Method for Trials; Verification. Reslify may require Client to provide a valid Payment Method (i) to start a Trial, and/or (ii) to continue using the Services after a Trial ends, and may require Client to complete checkout by the end of the Trial. Any request for a Payment Method during a Trial may be used for verification, fraud prevention, or authorization purposes (for example, to validate the Payment Method or to place and release a temporary authorization), and does not necessarily mean Reslify will charge Subscription Fees before the Trial ends, unless expressly disclosed at checkout or in the Subscription Details.

If Reslify is unable to successfully charge, validate, or otherwise verify the Payment Method when required (including at Trial start or Trial end), Reslify may (as applicable) decline to start the Trial, end the Trial, suspend or disable access to the affected Paid Services, and/or terminate the Trial and/or the Account to the maximum extent permitted by applicable law.

Reslify may also impose eligibility conditions for any Promotion (including continued usage or enrollment in specified features/services), and may remove or adjust a Promotion prospectively if Client no longer satisfies such conditions, as permitted by applicable law and described in the Subscription Details.

Conversion to Paid Services. Reslify may, upon notice, convert any Free Services/Trials/Promotions or Beta Services (or any portion of the Services) into Paid Services and/or make continued access subject to applicable Fees. Any such change applies prospectively as of the effective date stated in the notice and will not apply retroactively to amounts already invoiced or paid. If Client does not complete checkout and pay applicable Fees (and, where required, does not provide or maintain a valid Payment Method) by the effective date, Reslify may suspend or disable access to the affected features or Services, to the maximum extent permitted by applicable law. Client’s continued access to or use of the affected features or Services on or after the effective date constitutes Client’s acceptance of the applicable Fees and related terms, subject to Client’s termination rights under this Agreement and the Subscription Details.

Inactive Free Services/Trial Accounts. Reslify may close or terminate Free Services or Trial accounts that have not been accessed or used for a continuous period of ninety (90) days, to the maximum extent permitted by applicable law. Where practicable, Reslify may provide notice in accordance with Section 11.10.

(c) Transaction Fees (If Applicable). Payment-Enabled Offerings may include features that allow Client to sell prepaid experiences, ticketed events, deposits, cancellation fees, or similar offerings to Guests. Client is not required to use Payment-Enabled Offerings. If Client enables and uses any Payment-Enabled Offering, Client will pay Reslify Transaction Fees (percentage and/or fixed) for each applicable transaction processed through the Payment-Enabled Offerings. Transaction Fees are Fees owed by Client to Reslify (not by Guests). The applicable rates and calculation method will be disclosed in the Subscription Details (including at enablement, checkout, in-product screens, and/or an order confirmation) and incorporated into this Agreement.

Assessment Trigger; Authorization Holds. For clarity, Transaction Fees are assessed only when the applicable Guest payment is successfully captured/charged through a Payment-Enabled Offering (each, a “Billable Transaction”). Authorization holds are not Billable Transactions and do not incur Transaction Fees unless and until the authorized amount is captured/converted into a charge.

Calculation Base. Unless the Subscription Details state otherwise, percentage-based Transaction Fees are calculated on the initial gross transaction amount captured/charged as the On-Platform Amount through the Services (excluding taxes, tips, or gratuities only if expressly stated). For clarity, unless the Subscription Details expressly provide otherwise, Transaction Fees are assessed based on the original transaction data (e.g., amount captured/charged) and are not automatically recalculated or reduced due to subsequent refunds, cancellations, chargebacks, or other adjustments, except to the extent required by applicable law or the applicable Payment Processor Terms.

Assessment Timing; Multiple Payments (On-Platform Amounts Only). Unless the Subscription Details state otherwise, Transaction Fees are assessed only on the portion of a Guest payment that is actually processed through a Payment-Enabled Offering via the Services and the connected Payment Processor (the “On-Platform Amount”). For clarity, if Client charges or collects any remaining balance outside the Services (e.g., pay-at-venue, in-person POS, or any other off-platform method), such off-platform amounts are not subject to Transaction Fees, unless expressly included in a Payment-Enabled Offering and processed through the Services. Where an On-Platform Amount is split, partially captured, captured in multiple increments, or otherwise processed in multiple processor events, Transaction Fees may be assessed only on the applicable On-Platform Amount(s) (e.g., per capture/event) as described in the Subscription Details and to the extent supported by the Payment Processor.

Currency; Rounding. Transaction Fees may be calculated in the transaction currency and/or the billing currency described in the Subscription Details. Currency conversion (if any) and rounding will follow the Payment Processor’s and/or Reslify’s billing calculations as described in the Subscription Details, and may be affected by FX rates, timing, and processor reporting.

Authoritative Records. For purposes of calculating Transaction Fees, the transaction records and reporting made available through the Services and/or the Payment Processor (including processor event logs and settlement reports) will be the authoritative source, except to the extent corrected by the Payment Processor or required by applicable law.

Processor Fees; Total Costs. For clarity, Transaction Fees are payable to Reslify and do not include fees charged by any payment processor or other payment provider (e.g., processing, dispute/chargeback, FX, payout, reserve, or other fees), which are governed by the applicable Payment Processor Terms. Client acknowledges that the total costs associated with a transaction may include both Transaction Fees and payment processor fees. For clarity, payment processor fees and policies may change from time to time under the Payment Processor Terms and may take effect immediately (including without notice from Reslify), which may reduce Client’s net proceeds or otherwise increase Client’s total transaction costs.

Transaction Fees; Changes. Reslify may update Transaction Fees on a prospective basis by providing at least thirty (30) days’ prior notice in accordance with Section 5.3 (unless a different timeframe is required by applicable law or expressly stated in the Subscription Details). Any such update will take effect on the effective date stated in the notice and will apply only to transactions processed on or after that effective date, and will not apply retroactively to transactions already processed.

Collection via Payment Processor. Where supported and disclosed in the Subscription Details or payment-specific terms, a Payment Processor may deduct and remit an applicable platform/application fee or commission from the transaction settlement. In the Stripe Connect model, this may occur through Client’s connected account. In the PAYTR marketplace model, PAYTR transfers Client’s seller net amount directly to Client’s designated IBAN and transfers the separately calculated platform commission to the Turkish Payment Operator. For merchant-of-record status and settlement roles, see Section 3.1(c).

Fallback Billing; Processor Limitations. If collection of Transaction Fees via the Payment Processor is unavailable, interrupted, restricted, or not supported (including due to processor policies, risk controls, geographic limitations, account restrictions, or technical constraints), Reslify may invoice Client for the applicable Transaction Fees (and Client will pay such invoiced amounts) and/or collect such amounts using any other lawful billing method permitted under this Agreement. Client remains responsible for Transaction Fees regardless of the Payment Processor’s ability to remit them.

Disputes. Any dispute relating to Transaction Fee calculations must be submitted as a Billing Dispute in accordance with Section 5.4, and must include reasonable supporting detail (e.g., transaction identifiers, dates, amounts, and the basis for the dispute).

Refunds; Reversals; Non-Refundable Fees. Client acknowledges that fees and charges assessed by the Payment Processor (including processing, dispute/chargeback, FX, payout, reserve/rolling reserve, or other fees) are governed solely by the applicable Payment Processor Terms.

Client further acknowledges that Reslify’s Transaction Fees are earned and assessed when the applicable On-Platform Amount is successfully processed through the Payment-Enabled Offerings via the Payment Processor (i.e., charged/captured), as reflected in the Payment Processor’s records. For clarity, a mere authorization hold that is voided, expires, or is otherwise not captured/charged is not a processed transaction and does not give rise to Transaction Fees, unless the applicable Subscription Details expressly state otherwise.

Except as expressly stated otherwise in the applicable Subscription Details, Transaction Fees are non-refundable and are not subject to automatic clawback, reversal, or administrative credit due to subsequent Guest cancellations, no-shows, Client-issued refunds (in whole or in part), reversals, or payment processor disputes/chargebacks. This section does not limit Reslify’s obligation to correct billing errors under Section 5.4 or any refunds/credits required by mandatory applicable law.

Any reversal, adjustment, or reallocation of Transaction Fees (including any processor-supported reversal or reallocation of application/platform fees) will occur only if and to the extent expressly provided in the applicable Subscription Details and supported by the Payment Processor’s rules and technical capabilities, which Reslify does not control. Reslify has no obligation to refund or credit Transaction Fees except as expressly required by mandatory applicable law or expressly stated in the Subscription Details.

(d) Incentives; Conditional Pricing. Reslify may, from time to time, offer promotional pricing, credits, discounts, fee reductions, or other incentives (each, an “Incentive”) to Client. Any Incentive may be conditioned on eligibility requirements described in the Subscription Details and/or the applicable in-product enrollment screens or order confirmation, which may include (without limitation): (i) Client’s timely enrollment in, and continued material usage of, the payment processing services required to enable Payment-Enabled Offerings (if any); (ii) Client maintaining an active subscription in good standing (including timely payment of undisputed Fees); (iii) continued use of specified features or modules; and/or (iv) meeting usage, volume, or other objective criteria stated by Reslify. Unless expressly stated otherwise in the Subscription Details, Incentives apply prospectively only, are non-transferable, have no cash value, and may not be combined with other promotions. If Client ceases to use the applicable payment processing services (where required for Payment-Enabled Offerings) or otherwise no longer satisfies the applicable eligibility requirements, Reslify may, upon notice and on a prospective basis (e.g., at renewal or the next billing cycle), remove, modify, or adjust the Incentive as permitted by applicable law and the Subscription Details. Any such change will not apply retroactively to amounts already invoiced or paid for periods prior to the effective date of the change.

(e) Plan Scope Changes (Locations/Users). Unless expressly stated otherwise in the Subscription Details: (i) Increases. Client may request increases to plan scope (including adding Locations and/or Authorized Users). Such increases may take effect immediately (or on another effective date stated in the Subscription Details) and may be billed at the then-applicable rate, including prorated charges where applicable. (ii) Decreases (30-Day Advance Notice). Client may request reductions to plan scope (including removing Locations and/or reducing Authorized Users) by providing at least thirty (30) days’ prior written notice (including via an in-product downgrade request, if available). Unless the Subscription Details state otherwise, a decrease will become effective: (A) for monthly/recurring billing, at the start of the next billing cycle that begins at least thirty (30) days after Reslify receives the downgrade notice; and (B) for prepaid/annual (or other fixed-term) subscriptions, at renewal (i.e., the start of the next Subscription Term). Fees remain payable through the effective date of the decrease. No refunds or prorated credits apply unless expressly stated in the Subscription Details. (iii) Billing Controls. Reslify may require plan changes to be submitted through the Services interface or in writing and may apply reasonable verification steps (e.g., confirming account authority) before implementing changes. Plan scope decreases do not cancel the subscription; cancellation is governed by Section 6.2.

Location Closure; No Refunds or Credits. Client acknowledges that Fees are based on subscription access and plan scope (including Locations and Authorized Users), not actual usage or business performance. If Client closes, suspends, relocates, or otherwise ceases operating any Location, or chooses not to use the Services for any Location, Client is not entitled to any refund, credit, or fee reduction for the affected period (including any prepaid or billed-in-advance amounts), except as expressly stated in the Subscription Details or required by applicable law. Client may request a plan scope decrease only in accordance with this Section 5.1(e), and any such decrease will take effect only as set forth herein.

(f) Renewals. Renewals, cancellation, and non-renewal mechanics are governed by Section 6.2 and the Subscription Details.

5.2 Payment Methods.

(a) Authorization to Charge. Client authorizes Reslify (and Reslify’s billing and payment service providers, including payment processors acting on Reslify’s behalf) to charge the payment method(s) designated by Client (each, a “Payment Method”) for all Fees and other amounts due under this Agreement and the Subscription Details, when due. Such amounts may include, without limitation, Subscription Fees, applicable taxes (if any), and any other charges or adjustments permitted under this Agreement and the Subscription Details. Client acknowledges that charges may be processed in one or more transactions (including split or partial charges) as reasonably necessary for billing, proration, or administrative purposes, subject to applicable law.

(b) Payment Processors; Payment-Enabled Offerings. Client’s use of any Payment Processor (including in connection with Payment-Enabled Offerings) is governed by Section 3.1 and the applicable Payment Processor Terms. For clarity, any fees charged by a Payment Processor are separate from Fees (including Transaction Fees, if applicable) owed to Reslify under Section 5 and the Subscription Details.

(c) Payment Method Information; Updates. Client is responsible for providing and maintaining a current, valid Payment Method and for promptly updating any changes to its billing or payment information.

(d) Declines; Retries; Alternate Methods. If a charge is declined, rejected, reversed, or otherwise fails, Reslify may (but is not obligated to) retry the charge, use any other Payment Method on file, and/or pursue any other lawful collection method, in each case subject to applicable law. Any suspension or disabling of access for non-payment will be in accordance with Section 5.4.

(e) Verification; Fraud Prevention; Compliance. Client agrees to provide reasonable information or verification that Reslify or its payment service providers may request to process payments, prevent fraud, manage risk, or comply with legal or regulatory requirements. If Client fails to provide requested information or Reslify (or its providers) cannot verify the Payment Method or payment-related information when required, Reslify may decline to process payment, suspend billing features, and/or suspend access to the affected Services (in whole or in part) to the maximum extent permitted by applicable law. For clarity, non-payment remedies are addressed in Section 5.4.

(f) Payment Data Sharing; Privacy. Reslify may share payment-related information with its billing and payment service providers and other service providers solely for billing, payment processing, fraud prevention, and related account administration, consistent with Reslify’s Privacy Policy and Data Processing Addendum. Client acknowledges that Reslify may receive and store limited payment-related data (e.g., tokenized identifiers, billing contact information, payment status and timestamps) and that payment details may be processed and stored by Reslify’s payment service providers in accordance with their terms and applicable standards.

(g) Sufficient Funds. Client will ensure sufficient funds or credit are available to satisfy amounts due under this Agreement when due.

5.3 Changes to Fees and Billing. Reslify may change Fees or billing practices by providing notice to Client via the email address associated with Client’s account, through the Services interface (e.g., in-product notifications), and/or via the account portal. Except as expressly required by applicable law (including governmental action affecting taxes or mandatory charges), Reslify will provide notice within the timeframe required by applicable law, and if no specific timeframe is required, at least thirty (30) days before any increase in Fees or any change that is materially adverse to Client takes effect. Notice is deemed provided when sent by Reslify (for email) or when made available within the Services.

Client-Requested Changes. For clarity, this Section 5.3 does not apply to plan scope increases, upgrades, or add-ons requested or initiated by Client (including prorated charges) under Section 5.1(e), which may take effect immediately upon Client’s request or in-product confirmation.

Billing Practices; Provider-Driven Changes. Reslify may modify billing practices, invoicing methods, payment collection mechanics, or payment provider workflows on a shorter timeline only to the extent reasonably necessary to (i) comply with applicable law, or (ii) meet requirements imposed by a critical third-party service provider in order to continue providing the Services, provided that any such expedited change will not increase Fees except as required by applicable law.

No Retroactive Application; Prepaid Terms. Changes will apply prospectively only and will not apply retroactively. Changes will not apply to pre-paid Fees for the then-current subscription term.

Client Remedy for Materially Adverse Price Increase. Reslify may increase Subscription Fees for any subsequent renewal Subscription Term by providing written notice to Client at least thirty (30) days prior to the start of such renewal term (or such longer period as required by mandatory applicable law). Any increase applies prospectively only and will not apply retroactively to the then-current Subscription Term or amounts already invoiced or paid. If Client does not agree to the proposed increase, Client’s sole and exclusive remedy is to provide timely non-renewal notice in accordance with Section 6.2, effective at the end of the then-current Subscription Term. If Client does not timely provide non-renewal notice prior to the renewal date, the subscription will automatically renew at the increased Subscription Fees, and Client will be deemed to have accepted the increase.

Effective Timing. For clarity, unless otherwise stated in the Subscription Details: (i) increases to Subscription Fees will take effect at renewal (or, where permitted, at the next billing cycle); and (ii) changes to Transaction Fees will take effect on the effective date stated in Reslify’s notice (provided in accordance with this Section 5.3) and will apply only to transactions processed on or after that effective date, regardless of when the underlying reservation or booking was created. Transaction Fee changes will not apply retroactively to transactions already processed.

5.4 Late Payments; Billing Disputes; Suspension; Collections.

(a) Payment Due; Undisputed Amounts. Fees and other amounts are due and payable as set forth in this Agreement and the Subscription Details. Subject to Section 5.4(b), Client remains responsible for timely payment of all undisputed amounts when due.

(b) Billing Disputes. If Client disputes an invoice or believes Reslify charged Client’s Payment Method in error (each, a “Billing Dispute”), Client must notify Reslify in writing within thirty (30) days of the invoice date or the charge date (as applicable) and provide reasonable detail and supporting documentation.

Client will timely pay all undisputed amounts when due. Client may withhold payment of the disputed portion only to the extent the dispute is made in good faith and is supported by reasonable documentation.

Reslify will review the Billing Dispute in good faith. If Reslify determines that a billing error occurred, Reslify will issue a correction and, as appropriate, provide a credit, refund, or set-off/true-up against future Fees.

Except where prohibited by mandatory applicable law or applicable card network rules, any invoice amount or Payment Method charge not disputed within the applicable period will be deemed final and undisputed to the maximum extent permitted by applicable law.

(c) Late Payments; Interest. If Client fails to pay any undisputed amount when due, Reslify may charge interest on the overdue amount at 1.5% per month (or, if lower, the maximum rate permitted by applicable law), accruing from the due date until paid.

(d) Suspension for Non-Payment. If any undisputed amount remains unpaid seven (7) days after Reslify provides written notice (including via email, in-product notice, or the account portal), Reslify may suspend access to the Services (in whole or in part) until all undisputed past-due amounts are paid, to the maximum extent permitted by applicable law. Reslify may also continue to attempt collection (including by retrying charges to the Payment Method and/or issuing invoices) in accordance with Section 5.2 and this Section 5.4.

(e) Non-Payment; Material Breach; Termination. Failure to pay undisputed amounts when due constitutes a material breach. If any undisputed amount remains unpaid for thirty (30) days after Reslify’s notice of non-payment, Reslify may terminate this Agreement and/or the affected subscription(s) for cause upon written notice, to the maximum extent permitted by applicable law. Upon termination for non-payment, all undisputed amounts then due or owed to Reslify (including any Fees for the then-current Subscription Term that are non-cancelable and/or billed in advance under Section 5.1) become immediately due and payable.

(f) Data Access During Suspension; No Export Obligation. During any suspension for non-payment (or for security/risk reasons permitted under this Agreement), Client may have limited or no access to the Services and Client Data. Reslify has no obligation to provide reports or exports during suspension unless and until all undisputed past-due amounts are paid, except as required by applicable law.

(g) Reinstatement. Following any suspension or termination for non-payment, Reslify may, in its discretion, reinstate access if Client pays all undisputed past-due amounts and completes any reasonable reactivation steps. Reslify may charge a reactivation fee only if expressly stated in the Subscription Details. Reslify is not obligated to reinstate any suspended or terminated account.

(h) Costs of Collection. To the maximum extent permitted by applicable law, Client will reimburse Reslify for reasonable costs and expenses incurred in collecting undisputed past-due amounts, which may include reasonable attorneys’ fees, court or arbitration costs, and collection agency fees, in addition to interest permitted under this Agreement.

(i) Chargebacks (Fees). Client will not initiate chargebacks for Fees except for unauthorized charges made without Client’s consent, and Client will reasonably cooperate with Reslify in any chargeback investigation.

5.5 Taxes. Fees are exclusive of any sales, use, value-added, goods and services, excise, withholding, or similar taxes, levies, duties, or governmental assessments of any nature (“Taxes”). Client is responsible for all Taxes associated with its purchases and payments under this Agreement, excluding Taxes based on Reslify’s net income. If Reslify is required to collect or remit Taxes in connection with the Services or Fees, Reslify may invoice Client for such Taxes and Client will pay them, unless Client provides a valid exemption certificate or other documentation reasonably acceptable to Reslify.

Withholding Taxes (Gross-Up). All amounts payable by Client to Reslify under this Agreement will be paid free and clear of any deduction or withholding for Taxes. If any applicable law requires Client to deduct or withhold any Taxes from a payment to Reslify (including withholding taxes), Client will: (a) promptly notify Reslify; (b) pay such additional amounts as necessary so that Reslify receives the full amount it would have received absent such deduction or withholding; and (c) provide Reslify with official receipts or other documentation reasonably evidencing the withholding and remittance to the applicable tax authority. This gross-up obligation will not apply to the extent Reslify can avoid or reduce withholding by timely providing reasonably requested documentation (e.g., tax residency certificates) and Client fails to apply such available relief.

Tax Reporting (Payment-Enabled Offerings). Client acknowledges that payment processors and other Third-Party Services may provide reports and information to tax authorities regarding transactions they process and the merchants they support. To the extent required by applicable law, Reslify may also file reports and/or provide information to tax authorities regarding amounts billed by Reslify to Client under this Agreement, and/or information reasonably necessary to enable or support such third-party reporting, in each case consistent with Reslify’s Privacy Policy and the DPA (if applicable).

6. TERM AND TERMINATION

6.1 Term. This Agreement begins on the Effective Date and continues until all subscriptions under the Subscription Details have expired or been terminated in accordance with this Agreement (the “Term”).

6.2 Subscription Term; Renewal; Cancellation.

(a) Subscription Term; Auto-Renewal. The initial subscription term and any renewal terms for the Paid Services (each, a “Subscription Term”) are as set forth in the Subscription Details. If the Subscription Details provide for automatic renewal, the subscription will automatically renew for successive renewal Subscription Terms unless Client submits a timely cancellation or non-renewal request in accordance with this Section 6.2 and the Subscription Details. Except as otherwise stated in the Subscription Details, Client must provide notice of cancellation or non-renewal at least thirty (30) days prior to the start of the next renewal Subscription Term.

(b) Cancellation; Effective Date; No Proration. Cancellation (or non-renewal) prevents renewal for a subsequent Subscription Term but does not terminate the then-current Subscription Term early. Cancellation is effective only at the end of the then-current Subscription Term (or, for month-to-month subscriptions, at the end of the then-current billing cycle), and Client remains responsible for all Fees and other amounts due through the effective date of cancellation. To the maximum extent permitted by applicable law, Reslify does not provide prorated refunds, credits, or rebates for any unused portion of a Subscription Term, except as expressly provided in Section 2.4 (Material Reduction Remedy), Section 6.5 (Reslify Convenience Termination/Non-Renewal), or Section 9.1(c) (IP Claim Refund).

For clarity, Client’s non-use of the Services, changes in Client’s operations, closure of any Location, or changes in ownership do not relieve Client of payment obligations for the then-current Subscription Term.

(c) No Further Renewal Charges. After a timely cancellation/non-renewal becomes effective, Reslify will not charge Subscription Fees for any subsequent renewal term, but may still charge any amounts accrued or payable under this Agreement (including usage-based charges incurred before the effective date).

6.3 Termination for Cause. Either party may terminate this Agreement for a material breach by the other party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail. Notwithstanding the foregoing, Reslify may terminate this Agreement immediately upon written notice if Client materially breaches Sections 1.2 (Obligations), 1.3 (Restrictions), or 3.1 (Third-Party Services; Payment Processing; Payment-Enabled Offerings), or if Client’s use of the Services creates a security risk to the Services or third parties, as reasonably determined by Reslify. In addition, Reslify may suspend access to the Services immediately (and may terminate the Agreement upon written notice) if: (i) required by applicable law or government order; (ii) Client’s use of the Services violates applicable law or infringes a third party’s intellectual property rights; or (iii) Client’s use is fraudulent, abusive, or materially disruptive to the Services or other customers. For clarity, termination or suspension for non-payment is governed exclusively by Section 5.4 (and any applicable cure periods thereunder), and not by this Section 6.3.

6.4 Cessation of Business; Insolvency. To the extent permitted by applicable law, either party may terminate this Agreement immediately upon written notice if the other party ceases to carry on business in the ordinary course or is dissolved.

If a party becomes subject to bankruptcy, insolvency, reorganization, or similar proceedings, termination rights will apply only to the extent permitted by mandatory applicable insolvency law.

For clarity, nothing in this Section limits Reslify’s right to suspend Services for failure to pay undisputed Fees in accordance with Section 5.4, including undisputed amounts that accrued prior to the commencement of such proceedings, to the extent permitted by applicable law.

6.5 Termination or Non-Renewal for Convenience by Reslify. Reslify may elect not to renew the applicable subscription(s) for convenience upon at least thirty (30) days’ prior written notice. Reslify may also terminate the applicable subscription(s) early for convenience upon at least thirty (30) days’ prior written notice. Any such non-renewal or early termination will be effective as set forth below (unless the parties agree otherwise in writing).

Non-renewal will be effective at the end of the then-current Subscription Term (or, for month-to-month subscriptions, the then-current billing cycle). Any early termination of a month-to-month subscription will be effective at the end of the then-current billing cycle (unless otherwise agreed in writing). For clarity, for month-to-month subscriptions, Fees remain payable through the end of the then-current billing cycle and Reslify does not owe any prorated refund or credit for unused time, except as required by mandatory applicable law. Any early termination of a prepaid, fixed-term subscription will be effective on the date stated in Reslify’s notice (or as otherwise agreed in writing). If Reslify terminates a prepaid, fixed-term subscription prior to the end of the then-current Subscription Term for convenience and Client is not in breach and has paid all undisputed Fees then due, Reslify will refund only the unused portion of prepaid Subscription Fees actually paid for the affected Paid Services, pro-rated as of the effective termination date. No refund will be provided for Transaction Fees, Setup Services, Professional Services, add-ons, third-party fees, taxes, discounts, credits, or amounts not actually paid, and Reslify may set off any amounts owed by Client to Reslify. Alternatively, Reslify may elect to non-renew the applicable subscription(s) for convenience upon at least thirty (30) days’ prior written notice before the end of the then-current Subscription Term, in which case no prorated refund will be provided except as required by mandatory applicable law.

6.6 Effects of Expiration or Termination; Data Export. This Section 6.6 applies to the extent of the expired or terminated Services/subscription(s) and the related Client Data.

(a) Access; User Guidelines. Upon expiration or termination of the expired or terminated Services/subscription(s), Client’s right to access and use such expired or terminated Services will end and Client will promptly cease all use of such expired or terminated Services. To the extent Client possesses any Non-public User Guidelines or other non-public materials provided by Reslify (including any copies, extracts, or downloads) in Client’s possession or control, Client will delete or destroy such materials.

(b) Confidential Information. Upon request, each party will return or destroy the other party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law or retained in routine backups or archival systems, in which case such Confidential Information will remain subject to the confidentiality obligations of this Agreement.

(c) Accrued Fees. Expiration or termination of the expired or terminated Services/subscription(s) does not relieve Client of the obligation to pay Fees accrued or payable with respect to such expired or terminated Services/subscription(s) through the effective date of expiration or termination. All such amounts accrued or payable through the effective date will be immediately due and payable upon expiration or termination. Client will remain liable for any chargebacks, reversals, refunds, disputes, taxes, penalties, or similar amounts arising from transactions or usage occurring prior to the effective date (even if asserted or processed after expiration or termination).

(d) Data Retrieval; Deletion. Client should export any Client Data prior to the effective date of expiration or termination. For a period of thirty (30) days following the effective date of expiration or termination (the “Retention Period”), provided Client has paid all undisputed Fees then due, Reslify may (but is not obligated to) make Client Data available to Client solely through the Services’ standard export functionality, as available. For clarity, the Retention Period is an export-access window only. To the extent Client Data includes Client Personal Data (as defined in the DPA), Reslify’s return/deletion obligations, timelines, and procedures are governed by the DPA (including Section 10 and Schedule 1), which control in the event of any inconsistency. Reslify has no obligation to provide custom reports, custom formats, manual data extraction, restored backups, or any other non-standard assistance, and makes no warranty that any export will be complete, error-free, or suitable for a particular purpose.

After the Retention Period, and subject to the DPA for Client Personal Data, Reslify may delete or otherwise render inaccessible Client Data from its active systems at any time, without liability or further notice to Client, except to the extent prohibited by mandatory applicable law.

Unpaid Accounts / Breach. Notwithstanding anything to the contrary, Reslify will have no obligation to provide access to the Services or to provide custom reports, custom formats, manual extraction, or restored backups during any suspension or after termination for Client’s material breach or failure to pay undisputed Fees. However, Reslify will provide Client with access to export or retrieve Client Data to the extent (and only to the extent) required by mandatory applicable law, including to enable Client to comply with applicable data protection laws (e.g., responding to verified data subject requests), court orders, or lawful government demands. Any such access will be limited to Reslify’s standard export functionality (if available), subject to reasonable verification and security controls, and may be conditioned on payment of any undisputed Fees then due. Reslify may charge reasonable fees for any non-standard assistance where permitted by law.

Backups; Legal Retention. For clarity, Client Data may be retained in routine, automated backups for a limited time and will be deleted in accordance with Reslify’s standard backup retention schedules. Reslify may also retain and use information to the extent required by law or as reasonably necessary to establish, exercise, or defend legal claims, and such retained information will remain subject to the confidentiality obligations of this Agreement.

Survivals. Expiration or deletion of Client Data does not require Reslify to delete or modify De-Identified and Aggregated Data, Usage Data, or Account Data.

(e) Survival. Sections intended by their nature to survive will survive expiration or termination, including Sections 1.2, 1.3, 4, 5, 6.6(b)–(e), 7, 8.2, and 9 through 11.

7. CONFIDENTIALITY

7.1 General. “Confidential Information” means any non-public or proprietary information in any form disclosed by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”) that is (a) marked or identified as confidential or proprietary, or (b) by its nature or the circumstances of disclosure should reasonably be understood to be confidential. Reslify Technology (including the Services, Platform to the extent not publicly available, and any Non-public User Guidelines and other non-public product information) is Confidential Information of Reslify. Client Data is Confidential Information of Client. Except for any standard terms Reslify makes publicly available (e.g., via its website), the Subscription Details, any Addendum/SOW, and any non-public pricing or commercial terms will be treated as Confidential Information of the parties, subject to the permissions granted in Section 4.6 (Marks) and Section 11.7 (Attribution). Confidential Information remains the property of the Disclosing Party. No rights are granted by disclosure of Confidential Information except as expressly set forth in this Agreement. For clarity, De-Identified and Aggregated Data and Usage Data are not Confidential Information of Client.

7.2 Use and Protection. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) disclose Confidential Information only to its employees, contractors, agents, and professional advisors who have a need to know and who are bound by written confidentiality obligations at least as protective as those in this Agreement; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

7.3 Exceptions; Required Disclosure. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the Receiving Party without confidentiality obligation before receipt from the Disclosing Party; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law, regulation, or valid court order, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt notice of the required disclosure and reasonably cooperates (at the Disclosing Party’s expense) with the Disclosing Party’s efforts to seek a protective order or otherwise limit the disclosure.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and (where applicable) in good standing under the laws of its jurisdiction of formation; (b) it has the full right, power, and authority to enter into this Agreement; and (c) it will comply, in all material respects, with laws and regulations applicable to it in connection with its performance under this Agreement. For clarity, Reslify does not represent or warrant compliance with laws that apply specifically to Client’s business operations, venue activities, Guest interactions, marketing, consumer-facing notices, taxes, or other regulatory obligations that are Client’s responsibility.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, AND ANY USER GUIDELINES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Reslify DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Specific Exclusions. WITHOUT LIMITING THE FOREGOING, Reslify DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) THE DATA, REPORTS, ANALYTICS, OR RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (C) THE SERVICES WILL MEET CLIENT’S SPECIFIC BUSINESS OR REGULATORY REQUIREMENTS. Reslify IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM (I) LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR CLIENT’S LOCAL NETWORK AND HARDWARE; OR (II) INCORRECT OR INCOMPLETE CLIENT DATA.

Third-Party & Beta. Reslify MAKES NO WARRANTIES AND ASSUMES NO LIABILITY WITH RESPECT TO: (A) BETA SERVICES; (B) THIRD-PARTY SERVICES; OR (C) ANY APPLICATION OR INTEGRATION DEVELOPED BY CLIENT OR THIRD PARTIES.

CLIENT IS SOLELY RESPONSIBLE FOR OBTAINING, MAINTAINING, AND PAYING FOR ALL HARDWARE, DEVICES, TELECOMMUNICATIONS, INTERNET ACCESS, AND OTHER SERVICES REQUIRED TO ACCESS AND USE THE SERVICES. Reslify DOES NOT PROVIDE SUCH EQUIPMENT OR CONNECTIVITY AND DOES NOT GUARANTEE COMPATIBILITY WITH ALL DEVICES, BROWSERS, OPERATING SYSTEMS, OR MOBILE CARRIERS. CLIENT’S USE MAY ALSO BE SUBJECT TO CLIENT’S AGREEMENTS WITH DEVICE MANUFACTURERS, CARRIERS, OR OTHER PROVIDERS.

9. INDEMNIFICATION; IP REMEDIES 9.1 Intellectual Property Infringement Remedies. If the Services become, or in Reslify’s reasonable opinion are likely to become, the subject of a third-party claim alleging that the Services infringe or misappropriate a third party’s valid and enforceable United States intellectual property rights (an “IP Claim”), Reslify may, at its sole option and expense: (a) procure for Client the right to continue using the affected Services; (b) modify or replace the affected Services so that they become non-infringing while providing substantially equivalent functionality; or (c) if Reslify determines that options (a) and (b) are not commercially reasonable, terminate this Agreement (or the affected Services) upon written notice to Client and refund any unused, prepaid Subscription Fees actually paid to Reslify for the terminated portion of the then-current Subscription Term, prorated as of the effective termination date. For clarity, Transaction Fees and third-party fees are non-refundable. For clarity, any refund of unused, prepaid Subscription Fees under this Section 9.1(c) will not exceed the unused portion actually paid and will be the Client’s sole monetary remedy. Except for the foregoing refund (if any), Reslify will have no further monetary liability for an IP Claim.

No Other Obligations. Reslify will have no obligation to defend or indemnify Client with respect to any IP Claim, and will have no liability for attorneys’ fees, costs, or damages except as expressly set forth in this Section 9.1.

Conditions. Reslify will have no obligations under this Section 9.1 unless Client: (i) promptly notifies Reslify in writing of the IP Claim; (ii) provides reasonable cooperation as requested by Reslify; and (iii) allows Reslify to implement any of the remedies in this Section 9.1 without unreasonable delay.

Exclusions. Reslify will have no obligation or liability under this Section 9.1 to the extent a claim arises from or relates to: (i) Client Data, Client’s Marks, branding, content, instructions, specifications, or materials; (ii) use of the Services in combination with any product, service, data, process, or system not provided by Reslify (including any Third-Party Service); (iii) Beta Services, Free Services/Trials, or any non-generally available features; (iv) Client’s failure to use the most current, unmodified version of the Services, including failure to implement patches, updates, or workaround instructions provided by Reslify; (v) modification of the Services not performed by or on behalf of Reslify; (vi) any Open Source Software components or third-party materials; or (vii) Client’s breach of this Agreement.

Sole Remedy. THIS SECTION 9.1 SETS FORTH CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND Reslify’S ENTIRE LIABILITY, FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

9.2 Client Indemnity. Client will indemnify, defend, and hold harmless Reslify, its Affiliates, and each of their respective officers, directors, employees, and agents (collectively, “Reslify Indemnitees”) from and against any third-party claim, and any damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Client, arising out of or relating to: (i) Client Data (including Guest Data) or Client’s collection, use, disclosure, marketing, communications, or other processing of Client Data; (ii) Client’s breach of this Agreement (including Sections 1.2 or 1.3) or violation of applicable law; (iii) any Application, integration, or other products or services developed, enabled, or provided by Client or at Client’s direction; (iv) Client’s business operations and interactions with its guests, customers, or end users, including any claims that Client failed to provide required notices, obtain required consents, or honor applicable opt-out requests; (v) any payment-related disputes or liabilities arising from Client’s transactions with Guests, including refunds (including partial refunds), chargebacks, reversals, fraud claims, card network rule violations, PCI DSS noncompliance, or any fees, penalties, or assessments imposed by payment processors or card networks, except to the extent caused by Reslify’s material breach of this Agreement; (vi) any claim arising out of or relating to Client’s venue operations or Guest experiences, including alleged illness, injury, property damage, or any goods or services provided by Client to Guests; (vii) Client’s use of, or relationship with, any Third-Party Services or Third-Party Providers, including any claims brought by such third parties or by Guests relating to those Third-Party Services; or (viii) any claim or dispute arising out of or relating to ownership of, access to, or rights in Client Data, including claims by Guests or other third parties. Client’s obligations under this Section 9.2 will not apply to the extent the claim falls within the scope of Section 9.1 (and is not excluded under Section 9.1), or to the extent the claim arises from Reslify’s material breach of this Agreement.

9.3 Indemnification Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim (provided that failure to give prompt notice will relieve the indemnifying party only to the extent it is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim in a manner that (i) admits fault or wrongdoing by the indemnified party, (ii) imposes any non-monetary obligation on the indemnified party, or (iii) fails to include a full and unconditional release of the indemnified party, in each case, without the indemnified party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Damages; Limits. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 10.2: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) Reslify (AND ITS AFFILIATES) WILL HAVE NO LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES, INCLUDING ANY ACTS, OMISSIONS, SECURITY INCIDENTS, BREACHES, OR OTHER CONDUCT OF ANY THIRD PARTY; AND (C) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Reslify AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO Reslify FOR THE AFFECTED PAID SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “LIABILITY CAP”). IF CLIENT HAS PAID NO FEES TO Reslify FOR THE AFFECTED PAID SERVICES, THE LIABILITY CAP WILL BE US $100.

CLIENT ACKNOWLEDGES THAT THE ALLOCATIONS OF RISK IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE FEES WOULD BE SUBSTANTIALLY HIGHER IF Reslify WERE TO ASSUME LIABILITY IN EXCESS OF WHAT IS SET FORTH IN THIS AGREEMENT.

IN NO EVENT WILL Reslify BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY OR BASIS OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE.

For clarity: “Fees actually paid” excludes amounts merely “payable,” credits, promotional amounts, waived fees, third-party/payment processor fees, and taxes.

10.2 Exclusions. THE LIMITATIONS IN SECTION 10.1 WILL NOT APPLY TO: (A) CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2; (B) CLIENT’S FAILURE TO PAY FEES; OR (C) CLIENT’S BREACH OF SECTIONS 1.2 OR 1.3.

For clarity, except for the fee refund (if any) in Section 9.1(c), Reslify will have no further monetary liability for IP Claims.

10.3 Mandatory Local Law Adjustments. IF AND TO THE EXTENT THAT APPLICABLE MANDATORY LAW RESTRICTS THE LIMITATIONS OR EXCLUSIONS OF LIABILITY IN THIS SECTION 10 (INCLUDING, WITHOUT LIMITATION, CERTAIN MANDATORY LAWS IN THE EEA, THE UNITED KINGDOM, OR SWITZERLAND), NOTHING IN THIS SECTION 10 WILL LIMIT OR EXCLUDE LIABILITY FOR: (I) WILLFUL MISCONDUCT OR FRAUD; (II) INTENTIONAL OR GROSSLY NEGLIGENT CONDUCT, TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER MANDATORY LAW; (III) DEATH, PERSONAL INJURY, OR HARM TO HEALTH CAUSED BY NEGLIGENCE; OR (IV) LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE PRODUCT LIABILITY LAWS OR OTHER MANDATORY STATUTES.

WHERE MANDATORY LAW PERMITS LIMITATION IN CASES OF SLIGHT NEGLIGENCE, Reslify SHALL BE LIABLE ONLY FOR THE BREACH OF ESSENTIAL CONTRACTUAL OBLIGATIONS, AND SUCH LIABILITY SHALL BE LIMITED TO THE TYPICALLY FORESEEABLE DAMAGE. ANY LIABILITY CAP OR EXCLUSION IN THIS AGREEMENT APPLIES ONLY TO THE EXTENT PERMITTED BY APPLICABLE MANDATORY LAW.

To the maximum extent permitted by applicable law, Reslify will not be liable to Client or any third party for any damages, compensation, reimbursement, or losses arising out of any suspension or termination of the Services or deletion of Client Data in accordance with this Agreement.

11. GENERAL

11.1 Affiliates. Client’s Affiliates may access and use the Services solely as permitted under this Agreement and the Subscription Details. Client represents and warrants that it has the authority to bind its Affiliates to this Agreement. Client and its Affiliates will be jointly and severally liable for the acts and omissions of such Affiliates in connection with this Agreement and their use of the Services. Only Client may assert claims against Reslify on behalf of its Affiliates (unless applicable law requires otherwise). Reslify’s Affiliates may provide all or part of the Services, and Reslify remains responsible for the performance of the Services as provided under this Agreement. Reslify or a Reslify Affiliate may invoice Client as described in the Subscription Details.

11.2 Dispute Resolution; Informal Negotiation. The parties will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a “Dispute”) through informal negotiation. Either party may provide written notice of a Dispute (a “Dispute Notice”), and authorized representatives of the parties will meet (in person or remotely) and attempt to resolve the Dispute. If the Dispute is not resolved within thirty (30) days after the Dispute Notice is received, either party may initiate binding arbitration in accordance with Section 11.4.

Condition Precedent. Except for claims seeking injunctive or other equitable relief, each party agrees to first attempt in good faith to resolve a Dispute through the informal process in this Section 11.2 before initiating arbitration. No party may commence arbitration unless (and until) the Dispute is not resolved within thirty (30) days after the Dispute Notice is received. For clarity, Section 11.2’s informal negotiation process is not a prerequisite to actions described in Section 11.4(a)(i)–(iv).

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to protect its intellectual property rights or Confidential Information.

Continued Performance. Except as prohibited by law or as necessary to seek injunctive relief, each party will continue to perform its obligations under this Agreement during the resolution of any Dispute. For clarity, Client’s obligation to pay undisputed Fees is not suspended by any Dispute.

Confidentiality of Dispute Discussions. The parties’ dispute-resolution discussions and any settlement communications will be treated as Confidential Information and will be subject to Section 7 (Confidentiality), except to the extent disclosure is required by law or to enforce a settlement or court order.

11.3 Class Action Waiver; Jury Trial Waiver. To the maximum extent permitted by applicable law, each party agrees that it may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party’s claims or preside over any form of class, collective, or representative proceeding. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL in any proceeding arising out of or related to this Agreement, to the extent permitted by applicable law.

11.4 Binding Arbitration; Governing Law; Court Carve-Outs.

(a) Binding Arbitration. Except for (i) Disputes eligible for injunctive or equitable relief under Section 11.2 (Injunctive Relief), (ii) actions to enforce, confirm, or vacate an arbitration award, (iii) claims that may be brought in a small claims court of competent jurisdiction, and (iv) actions brought by Reslify to collect undisputed past-due Fees (including interest and permitted costs of collection under Section 5.4), any Dispute arising out of or relating to this Agreement or the Services will be resolved by final and binding arbitration on an individual basis. Notwithstanding the foregoing, Reslify may bring claims for unpaid Fees, collections, and enforcement of payment obligations in any court of competent jurisdiction.

(b) Administrator; Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (as then in effect), except as modified by this Agreement.

(c) Arbitrator; Seat; Hearing Format. The arbitration will be heard by one (1) arbitrator. The legal seat (place) of arbitration will be Wilmington, Delaware, USA. The arbitrator may conduct hearings remotely (video/teleconference) and may require in-person hearings only if reasonably necessary.

(d) Language; Confidentiality. The arbitration will be conducted in English. The arbitration (including filings, evidence, and the award) will be treated as Confidential Information and may be disclosed only to the extent necessary to enforce rights or comply with law.

(e) Interim Relief. The arbitrator may grant any relief that a court of competent jurisdiction could grant, except that the arbitrator may not award relief prohibited by this Agreement’s limitations and exclusions (including Section 10) to the maximum extent permitted by applicable law.

(f) Costs; Attorneys’ Fees. Each party will bear its own attorneys’ fees and expenses, except to the extent the arbitrator awards fees or costs as permitted by the AAA rules and applicable law. Client will pay the AAA filing fee for any arbitration initiated by Client (unless mandatory applicable law requires otherwise). All other AAA administrative fees and the arbitrator’s fees and expenses will be allocated by the arbitrator in the final award in accordance with the AAA rules and applicable law; pending such allocation (excluding the initial filing fee), the parties will advance such fees in equal shares (or as the AAA requires).

(g) Award; Enforcement. The arbitrator’s award will be final and binding and may be entered and enforced in any court of competent jurisdiction. For enforcement of the award and for injunctive/equitable relief permitted under Section 11.2, the parties consent to the jurisdiction of the state and federal courts located in Delaware.

(h) Governing Law. This Agreement and any Dispute will be governed by the laws of the State of Delaware, excluding its conflict-of-laws rules, subject to any mandatory local law that cannot be disclaimed to the extent applicable.

11.5 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has authority to bind the other.

11.6 Waiver; Severability. A party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be interpreted (or, if necessary, modified) to the minimum extent necessary to make it enforceable while best reflecting the parties’ original intent.

No Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party, and no waiver of any breach will be deemed a waiver of any subsequent breach.

11.7 Attribution; Publicity. Notwithstanding Section 7 (Confidentiality), Reslify may identify Client as a customer of Reslify and may use Client’s Marks for that purpose in Reslify’s marketing materials, website, and investor decks, consistent with any written brand guidelines provided by Client. Client may opt out of such use by providing written notice to Reslify. Upon receipt of such notice, Reslify will cease such use within a reasonable period, except where such use is (a) required for the provision of the Services (as permitted under Section 4.6); or (b) contained in materials already distributed or committed that cannot reasonably be withdrawn.

11.8 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, consolidation, corporate reorganization, or sale of all or substantially all of its assets (or a change of control), provided that the assigning party provides written notice to the other party. Any attempted assignment in violation of this Section will be void. This Agreement will bind and benefit the parties and their permitted successors and assigns. Client remains responsible for Fees owed prior to any permitted assignment, and any successor remains responsible for ongoing obligations as applicable. Reslify may perform its obligations under this Agreement through its Affiliates and subcontractors, provided that Reslify remains responsible for the performance of the Services as set forth herein.

11.9 Force Majeure. Except for payment obligations, neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or cloud provider outages, or denial-of-service attacks, provided that the affected party uses commercially reasonable efforts to mitigate the impact.

11.10 Notices. Legal notices under this Agreement must be in writing and delivered by (a) recognized overnight courier requiring signature, or (b) email in accordance with this Section 11.10.

Notices to Reslify must be delivered to: Reslify LLC: 8 The Green, Suite B, Dover, DE 19901, USA, and (if by email) sent to: support@reslify.com. Notices to Client must be sent to the legal notice email address and/or address provided by Client in the Subscription Details or Client’s account profile (or as otherwise designated by Client in writing).

Notices will be deemed received on the earliest of: (i) confirmed delivery by courier; (ii) the first business day after sending by email (without an error or bounce-back); or (iii) actual receipt.

Operational communications (including support communications and product notices) may be provided via email or within the Services. For clarity, references in this Agreement to “written notice” may be satisfied by email sent in accordance with this Section 11.10 unless a Section expressly requires delivery by courier. Where this Agreement expressly permits notice to be provided through the Services interface or by posting to Reslify’s website, such notice is deemed provided when made available within the Services or posted on the website, respectively. For clarity, where this Agreement expressly permits notice via in-product notice or the account portal (e.g., fee changes, policy updates, suspensions), such notice qualifies as written notice and is deemed provided when made available.

Electronic Notices. Client agrees that notices, disclosures, and other communications provided electronically (including via email or within the Services) satisfy any legal requirement that such communications be in writing, to the maximum extent permitted by applicable law.

Carrier Charges. Standard message and data rates or other charges from Client’s carrier or provider may apply to SMS, calls, or push notifications, and Client is solely responsible for such charges.

Marketing Opt-Out. Client may opt out of receiving promotional emails by using the unsubscribe mechanism provided in such emails. Operational, billing, and security communications are not promotional and may still be sent as reasonably necessary to provide the Services.

11.11 No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any third party, including any Guest, Authorized User, or Affiliate, except as expressly stated in this Agreement or as required by applicable law. For avoidance of doubt, nothing in the Agreement Documents is intended to limit or waive any rights or remedies that individuals may have under applicable Data Protection Laws, including (where applicable) rights as third-party beneficiaries under the SCCs.

11.12 Entire Agreement; Changes.

(a) Entire Agreement. This Agreement, together with the Agreement Documents, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements and understandings on that subject matter.

(b) Incorporation by Reference. Policies, terms, and addenda may be incorporated by reference by being made available within the Services, via the account portal, or on Reslify’s website, and such incorporated materials form part of the Agreement Documents as provided in this Agreement.

(c) Updates to the Agreement. Reslify may update this Agreement from time to time. If an update is material, Reslify will provide Client with notice in accordance with Section 11.10 at least thirty (30) days before the update becomes effective, unless a shorter period is required due to changes in law or regulation, security or abuse prevention, or requirements imposed by critical third-party service providers. The updated version will be posted on Reslify’s website and/or made available within the Services, and the effective date will be stated in the notice (or, if no date is stated, when posted or made available). Updates apply prospectively only and will not apply retroactively to amounts already invoiced or paid, except as required by mandatory applicable law.

(d) Client Objection; Remedy; No Refunds for Early Exit. If Client reasonably objects to a material update that materially and adversely impacts Client’s use of the Services, Client must deliver written notice of such objection before the effective date of the update (and, in any event, within thirty (30) days after Reslify provides notice). Client’s sole and exclusive remedy for such objection is to provide timely notice of non-renewal (or cancellation) in accordance with Section 6.2, effective at the end of the then-current Subscription Term (or, for month-to-month subscriptions, at the end of the then-current billing cycle). Client is not entitled to any refund, credit, or prorated adjustment for any prepaid or unused portion of the then-current Subscription Term solely due to such objection, except as required by mandatory applicable law. For clarity, Client may stop using the Services at any time, but Fees remain payable through the effective date of cancellation/non-renewal as set forth in Section 6.2 and the Subscription Details. Notwithstanding Section 6.2 (Cancellation), if Client timely delivers a notice under this Section 11.12(d), the Section 6.2 advance notice requirement will not apply to such notice.

(e) Updates to the DPA and Incorporated Policies. Reslify may update the Incorporated Policies from time to time as described in this Agreement. If such update is material, Reslify will provide notice in accordance with Section 11.10. If Client reasonably objects to a material update to the Incorporated Policies that materially and adversely impacts Client’s use of the Services, Client’s rights and remedies will be the same as set forth in Section 11.12(d) (and for clarity, no additional refund or early termination right arises solely due to such update), except as required by mandatory applicable law. Updates to the DPA, including any notice, objection, acceptance, discontinuation, or termination rights for DPA updates, are governed by the DPA.

(f) Service Modifications. For clarity, changes to the Services’ features or functionality (including additions, removals, or discontinuations) are governed by Section 2.4 (Service Modifications; Material Reduction Remedy). If a change constitutes a Material Reduction of Core Functionality, Client’s sole and exclusive remedy is as set forth in Section 2.4.

11.13 EU Platform-to-Business Terms.

(a) Scope. This Section 11.13 applies only where Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services (the “P2B Regulation”) applies to Client’s use of the Services. If this Section conflicts with another provision of this Agreement, this Section controls to the extent necessary to comply with the P2B Regulation.

(b) Changes to these Terms. Without limiting the longer notice period in Section 11.12(c), Reslify will provide at least fifteen (15) days’ notice of a proposed change to these Terms where the P2B Regulation requires it. A shorter notice period may be used only where permitted under the P2B Regulation, including where Reslify is subject to a legal or regulatory obligation requiring a change within a shorter period, or where Reslify exceptionally needs to change the Terms to address an unforeseen and imminent danger related to defending the Services, Clients, or Guests from fraud, malware, spam, data breaches, or other cybersecurity risks. Client may terminate this Agreement before the end of the notice period by written notice if it does not agree to a proposed change, without prejudice to amounts accrued before termination.

(c) Restriction, suspension, and termination. In addition to the grounds stated elsewhere in this Agreement, Reslify may restrict, suspend, or terminate Client’s use of the Services only for the grounds stated in this Agreement, including a material breach, non-payment, legal or regulatory requirements, security or integrity risks, fraud, abuse, or the protection of third parties. Where required by the P2B Regulation, Reslify will provide Client with a statement of reasons on a durable medium before or at the time a restriction or suspension takes effect, or at least thirty (30) days before termination takes effect. Reslify may terminate with shorter notice or without prior notice only where permitted by the P2B Regulation, including where Reslify is subject to a legal or regulatory obligation that prevents notice, where Client has repeatedly breached these Terms, or where necessary to address fraud, security, or safety risks. Client may use the support and complaint channel described in Section 11.13(j) regarding a restriction, suspension, or termination.

(d) Ancillary Goods and Services. Depending on Client’s configuration and Subscription Details, the Services may enable Client to offer Guests goods or services that are complementary to a reservation, experience, event, or other primary Venue service, including add-ons, upgrades, modifiers, deposits, prepayments, authorization holds, gift cards, and payment-enabled options (collectively, “Ancillary Offerings”). Ancillary Offerings may be supplied by Client, facilitated technically by Reslify, or supported by a Third-Party Service such as a Payment Processor. Reslify provides the technical functionality and does not become the seller, issuer, payment processor, or provider of Client’s Venue services or Ancillary Offerings except where the applicable Subscription Details expressly state otherwise.

Client may offer its own Ancillary Offerings through the Services where supported by Client’s plan, the available product functionality, Client’s configuration, applicable law, and applicable Payment Processor or Third-Party Service terms. Client determines and is responsible for the content, price, availability, taxes, disclosures, performance, fulfilment, cancellation and refund terms, and legal compliance of its Ancillary Offerings. Payment processing, deposits, holds, refunds, chargebacks, and related payment functionality are governed further by Section 3.1 and the applicable Payment Processor Terms.

(e) Distribution Channels and Client Identity. Client may make its Venue information, menus, booking availability, reservations, experiences, events, Ancillary Offerings, and related services available through one or more supported channels, including Reslify-hosted booking or menu pages, embeddable widgets, direct booking links, Client staff-entered telephone or walk-in workflows, Reserve with Google, and other Client-enabled supported integrations. Channel availability depends on Client’s Subscription Details, configuration, technical eligibility, third-party availability, and applicable third-party terms. Reslify does not control a third-party channel’s availability, presentation, ranking, approval, or performance.

Client shall provide and keep accurate and current the identity and contact information needed to identify the business offering goods or services to Guests, including Client’s legal or trading name, Venue name, business address, contact details, and any registration, tax, licensing, policy, or other information required by applicable law. Client authorizes Reslify to display that information on applicable Guest-facing surfaces and integrations. Client remains responsible for the accuracy, completeness, and legality of the information and for clearly identifying the Client or Venue as the provider of the relevant Venue services, Ancillary Offerings, booking policies, cancellation terms, and refund terms.

(f) Freedom to Use Other Channels and Offer Different Conditions. Reslify does not restrict Client from offering the same or similar Venue services through Client’s own website, telephone or walk-in channels, Reserve with Google, another reservation or distribution service, or any other lawful channel at different prices or under different commercial conditions. This does not limit restrictions independently imposed by an applicable Third-Party Service, Payment Processor, or law, for which Reslify is not responsible. If Reslify introduces a restriction on Client’s ability to offer the same goods or services under different conditions through other means, Reslify will state the applicable economic, commercial, or legal grounds in these Terms and make those grounds publicly available as required by the P2B Regulation.

(g) Access to Data. Subject to Client’s Subscription Details, role-based permissions, product functionality, the DPA, and this Agreement, Client may access within its tenant the Client Data that Client or its Guests provide or that is generated through Client’s use of the Services. Depending on the enabled modules, this may include Venue and account configuration, menus and media, Guest contact and profile data, reservations and requests, waitlist and attendance information, notes and Client-configured fields, experience and event records, gift-card records, non-card payment and transaction-status information, operational communications, reports, and tenant-level audit information. Client may export data only through the standard export functionality made available for the applicable module and subscription; Reslify does not guarantee that every field or record is available through a self-service export.

Reslify and its authorized personnel and Subprocessors may access Client Data only under the conditions described in this Agreement and the DPA, including as necessary to host, provide, secure, maintain, troubleshoot, support, and comply with law in relation to the Services. Reslify may process Account Data, Usage Data, and De-Identified and Aggregated Data as described in this Agreement and the Privacy Policy. Reslify does not sell Client Data.

Client does not have access to another independent client’s record-level personal data or confidential Client Data. Reslify does not provide Client with platform-wide personal data or record-level data generated by other independent clients. Client may receive benchmarks or platform-level information only where provided as De-Identified and Aggregated Data and permitted by applicable law and the Agreement.

Where Client enables a Third-Party Service or integration, relevant data may be transmitted to or received from that third party as described in Section 3.1, the DPA, the Privacy Policy, the applicable integration configuration, and the third party’s terms. This includes, where enabled, Payment Processors for payment operations, Google for Reserve with Google and supported location services, and OpenAI for AI Features. The categories and conditions of such access depend on the enabled feature and are further described in the DPA and Privacy Policy. After termination, Client’s access, export rights, and Reslify’s retention or deletion of data are governed by Sections 6.6 and 8, the DPA, and applicable law.

(h) Ranking, Visibility, and Differentiated Treatment. Reslify does not currently operate paid ranking or preferential paid placement for Venue services. Where the Services make Client’s Venue pages, booking links, menus, or related public pages indexable, discoverable, or available through supported technical surfaces, visibility may depend on neutral eligibility and configuration criteria, such as whether the Venue is activated, publicly accessible, technically valid, compliant with applicable requirements, and supported by the relevant feature or channel. Current ordering of technical index lists, where used, is based on neutral technical criteria and not on paid placement. Reslify does not itself offer Venue services to Guests in competition with Client and does not control a business user whose Venue services receive preferential treatment over those of Client. Differences arising from Subscription Details, enabled features, Client configuration, geography, technical eligibility, compliance status, or third-party channel requirements are not based on affiliation with or control by Reslify.

If Reslify introduces or materially changes a consumer-facing discovery, search, ranking, or paid-placement feature that affects the relative prominence of Clients, Reslify will describe the main parameters determining that ranking or visibility and the reasons for their relative importance in the applicable terms or feature documentation where required by the P2B Regulation. If Reslify begins offering or controlling competing Venue services or otherwise introduces differentiated treatment covered by Article 7, Reslify will disclose the nature of that treatment and the main economic, commercial, or legal considerations for it as required by the P2B Regulation.

(i) Intellectual Property. As between Reslify and Client, Client retains ownership of Client Data, including Client-provided menus, descriptions, images, logos, trademarks, and other content, as stated in Section 4.2. Uploading, importing, generating, storing, or displaying Client Data through the Services does not transfer ownership of that Client Data or Client’s intellectual-property rights to Reslify. Client grants Reslify only the limited licenses described in Sections 4.4 and 4.6 to provide, operate, secure, support, and display the Services and Client’s Guest-facing content. Menu content generated through AI Menu Import and reviewed and saved by an Authorized User becomes Client Data; Client remains responsible for reviewing that content and ensuring it has the rights required to use and publish it. Third-Party Content and third-party marks remain subject to the rights of their respective owners. The feedback license in Section 4.8 applies to suggestions and feedback about the Services and does not transfer ownership of Client Data or Client Marks to Reslify.

(j) Small-Enterprise Exemption; Voluntary Support and Complaint Channel. Articles 11(5) and 12(7) of the P2B Regulation exempt providers that qualify as small enterprises within the meaning of the Annex to Commission Recommendation 2003/361/EC from the mandatory internal complaint-handling system in Article 11 and the obligation to identify two or more mediators in Article 12(1). To the extent Reslify qualifies for those exemptions based on its then-current staff headcount, turnover, balance-sheet total, and enterprise relationships, Reslify relies on those exemptions.

While that exemption applies, Reslify does not operate the channel below as a statutory Article 11 complaint-handling system. Client may nevertheless voluntarily submit a support request or complaint concerning an alleged P2B non-compliance, a technical issue directly affecting Client’s use of the Services, or a measure taken by Reslify that affects Client by emailing support@reslify.com with the subject line “P2B Complaint.” Reslify will consider the submission in good faith and communicate its response in clear language. This voluntary channel is without prejudice to Client’s rights and remedies under applicable law.

Reslify will reassess its small-enterprise status periodically and following material changes to its ownership, enterprise relationships, staff headcount, turnover, or balance-sheet total. If the Article 11 exemption ceases to apply, Reslify will establish and publish the required internal complaint-handling system in accordance with the P2B Regulation.

(k) Mediation. While the small-enterprise exemption in Article 12(7) applies, Reslify is not required to identify two or more mediators in these Terms. If that exemption ceases to apply, Reslify will update these Terms to identify at least two mediators meeting Article 12’s requirements and will make the required mediation information available before the obligation becomes applicable. Nothing in this Section limits either party’s right to commence judicial or other proceedings where permitted by applicable law.

11.14 Execution; Electronic Acceptance. This Agreement may be accepted electronically (including clickwrap). Reslify’s electronic records of acceptance (including logs and order confirmations) are admissible and constitute evidence of a valid and binding agreement, subject to applicable law.

11.15 Interpretation. For purposes of this Agreement: (a) “including” means “including without limitation”; (b) “or” is not exclusive; (c) “may” means “has the right, but not the obligation, to.” (d) headings are for convenience only and do not affect interpretation; and (e) words in the singular include the plural and vice versa. This Agreement will be construed without any presumption against the drafting party.

11.16 Language; Translations. This Agreement and related notices are provided in English. Any translations are provided for convenience only. In the event of any conflict or inconsistency, the English version will control.

11.17 Time Limitation. To the maximum extent permitted by applicable law, any claim or action arising out of or relating to this Agreement or the Services must be brought by either party within three (3) years after the claim accrued. This limitation will not apply to claims based on fraud, willful misconduct, gross negligence, death or personal injury, or to any liability that cannot be limited under mandatory applicable law.

12. Definitions

“Acceptable Use Policy” means Reslify’s acceptable use policy, as made available through the Services and/or otherwise provided to Client, as updated from time to time.

“Account Data” means information Reslify processes as a controller to administer the relationship with Client, including account registration information, contact details of Authorized Users, billing and payment information, communications, and account preferences.

“Addendum” means any written statement of work (SOW), addendum, amendment, or other supplemental agreement executed by the parties that references this Agreement.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the power to direct the management or policies of an entity, whether through ownership, contract, or otherwise. For clarity, “Affiliate” may include Client’s franchised locations only to the extent expressly permitted by the Subscription Details and authorized by Client.

“Agreement Documents” means this Agreement, the Subscription Details, the Service-Specific Terms, the Incorporated Policies, the DPA, and any Addendum/SOW.

“Application” means any application, integration, software, product, or service that Client (or a third party at Client’s direction) develops, enables, or connects to the Services, including any source from which Client retrieves data or transmits data using the Services.

“Authorized User” means Client’s and its Affiliates’ employees, contractors, and agents who are authorized by Client to access and use the Services under Client’s account credentials.

“Beta Services” means any Services or features identified as alpha, beta, preview, early access, limited release, developer preview, or not generally available.

“Client Data” means all data, content, and information (including personal data) submitted to the Services by or on behalf of Client or its Authorized Users, including reservation and booking information, Guest Data, Venue information, floor plans, menus, notes, configurations, and other content entered into or generated within the Services from Client’s use.

“Cardholder Data” means payment card numbers and other cardholder information as defined under PCI DSS. For clarity, Client is solely responsible for any handling of Cardholder Data, and Reslify does not require Client to provide Cardholder Data to Reslify except via the connected Payment Processor.

“De-Identified and Aggregated Data” means data derived from Client Data and/or use of the Services that has been de-identified and/or aggregated such that it does not identify Client, any Guest, or any other individual and cannot reasonably be used to re-identify Client, any Guest, or any other individual. Reslify may use De-Identified and Aggregated Data for analytics, benchmarking, product improvement, and other lawful business purposes.

“DPA” (Data Processing Addendum) means Reslify’s data processing addendum applicable to the Services, incorporated into this Agreement by reference and made available through the Services and/or otherwise provided to Client.

“Fees” means Subscription Fees, Transaction Fees (if applicable), and any other fees, charges, or amounts payable by Client to Reslify under the Agreement or Subscription Details. Taxes are addressed separately in Section 5.5 unless expressly stated otherwise in the Subscription Details.

“Guest” means an individual that Client seeks to engage in a commercial relationship in connection with reservations, bookings, prepaid experiences, ticketed events, deposits, or other services offered by Client through the Services.

“Guest Data” means information about Guests processed through the Services, including names, contact details, reservation details, purchase or payment-related information (to the extent applicable), preferences, notes, allergies, and similar information.

“Marks” means Client’s trademarks, service marks, logos, trade names, and similar brand identifiers.

“Paid Services” means the Services that Client accesses or uses under a paid subscription (as reflected in the applicable Subscription Details), excluding Free Services/Trials/Promotions and Beta Services unless expressly stated otherwise in the Subscription Details.

“Platform” means Reslify’s SaaS-based reservation and guest experience platform, including the Services interface, widgets, and related components made available to Client.

“Process” or “Processing” has the meaning given in the DPA and applicable Data Protection Laws. If and to the extent the DPA does not apply, “Process” means to collect, use, store, disclose, transmit, or otherwise handle data.

“Client” means the legal entity accepting this Agreement (e.g., a company or other organization) and not an individual consumer.

“Controller” and “Processor” have the meanings given under applicable Data Protection Laws (and, where applicable, the DPA).

“Service-Specific Terms” means any additional terms that apply to a specific feature, integration, module, or component of the Services, as made available through the Services, Subscription Details, or a feature- or integration-specific page, and incorporated into this Agreement by reference.

“Subscription Details” means the subscription plan, fees, billing frequency, term, usage limits (including number of locations/venues and users), any transaction-based fees (including commissions) (if applicable), and any service-specific commercial details presented to Client at purchase or activation through Reslify’s checkout, in-product screens, and/or an order confirmation.

“Third-Party Services” means any products, services, software, content, or websites provided by third parties that interoperate with, integrate with, or are accessible through the Services, including payment processors and external integrations, and that are subject to separate terms between Client and the third-party provider.

“Usage Data” means data and metrics regarding the operation, performance, security, and use of the Services (including logs, device and browser information, response times, load statistics, and feature usage statistics), in each case generated by or from the use of the Services, and excluding Client Data (including Guest Data). Usage Data may include personal data, which Reslify Processes as a Controller in accordance with applicable law and the Reslify Privacy Policy.

“User Guidelines” means Reslify’s user guides, onboarding materials, in-product help content, FAQs, help center articles, and other usage instructions relating to the Services that Reslify may make available from time to time. For clarity, User Guidelines may be publicly available or non-public. “Non-public User Guidelines” means User Guidelines that Reslify does not make generally available to the public (e.g., content accessible only through the Services, shared directly with Client, or otherwise marked or treated as non-public).

“Venue” means a Client location or property (including a restaurant, hospitality operator, or similar commercial venue) that uses the Services.