These Terms and Conditions apply to and govern the relationship between HOTELVERSE and the Company with regard to the matters set out herein. Background HOTELVERSE TECHNOLOGIES, S.L. (hereinafter referred to as “HOTELVERSE”), with VAT number ESB09798729, whose registered address is located at Calle Gremi Cirugians i Barbers 25 1º A, 07009 Palma, Balearic Islands, Spain, represented in this act by Mr. Rafael Bover Gelabert, with ID number 18234270P, by virtue of a power of attorney granted in his favor by deed authorized by the Notary Public of Palma, Mr. Antonio Roca Araño, on the day 22nd February 2022, under Protocolo Number 734 is a company dedicated to the development of computer programs and software for the hotel industry which provides technological services to third parties in SaaS mode (Software as a Service). These services include, amongst others, a Web application or Platform (hereinafter referred to as the “Platform”), which is accessed through the Internet and permits hotel and reservation management with a unique and innovative user experience, of which it is the owner, comprising the Services set out in this Contract and the Commercial Proposal. The Company, whose particulars appear in Item 1(b) of the Cover Page, provides or arranges hotel services. (hereinafter referred to as “Client”). The Client wishes to use via a non-exclusive use license, the Hotelverse Platform in order for the Client to use it in its operational process exclusively for the purposes of the management of its hotel businesses in accordance with the Services described in the Appendix I - Commercial Proposal. Agreement The parties, individually referred to here as the “Party”, and jointly as the “Parties”, in the condition in which they intervene, acknowledge appropriate legal capacity to contract and be bound by law, in respect of the capacity in which they respectively act, and for whichever purpose, STATE AS FOLLOWS: Firstly. - That HOTELVERSE is a company dedicated to the development of computer programs and software for the hotel industry which provides technological services to third parties in SaaS mode (Software as a Service). These services include, amongst others, a Web application or Platform (hereinafter referred to as the “Platform”), which is accessed through the Internet and permits hotel and reservation management with a unique and innovative user experience, of which it is the owner, comprising the Services set out in this Contract and the Commercial Proposal. Secondly. - That the Client understands the operation of the Platform, recognizing its effectiveness and validity, which is why he is interested in its use limited exclusively to the management of his own hotel business. In this way, in accordance with the foregoing, and recognizing sufficient legal capacity to bind each other at law, the Parties deem it appropriate to sign this Contract (hereinafter referred to as the “Contract”), in accordance with the following Clauses PURPOSE Through this Contract, a non-exclusive use license of the Hotelverse Platform is granted in order for the Client to use it in its operational process exclusively for the purposes of the management of its hotel businesses in accordance with the Services described in the Appendix I - Commercial Proposal, which is attached to this Contract, and which shall form an integral part of it. The Client is aware of the technical characteristics of the Platform and the software which comprises it. The Client understands that the Services are adjusted to their individual needs and requirements. In no case may the Client use the Platform for the purpose of providing services to third parties, whether for free or onerous either, temporarily or indefinitely. HOTELVERSE guarantees the Client the correct functioning of the Platform in accordance with the provisions of this Contract, its technical description and in the devices and Web browsers specified in the associated documentation. HOTELVERSE does not guarantee individual results for the Platform in specific projects or for the achievement of specific Client objectives. The Client is not authorized to award, license, sell, rent, loan, deliver or otherwise transfer the license for use to a third party without the express written consent of HOTELVERSE. Without this enumeration being limiting, the Client has no particular right, conferred by the terms of this contract, to: copy, reverse engineer, disassemble, decompile, change or otherwise modify the any element if the Platform object of this Contract or in any other way attempt to investigate, manipulate and/or discover the source code and/or the structural framework and/or principles on which it is based, not even when it is necessary to carry out interoperability tasks involving third-party applications; reproduce or transform the Platform, including the correction of errors, even when such acts are necessary for the use of the same by the legally entitled user, in accordance with its proposed purpose; make a back-up copy of the Platform, as this is not necessary for its use; carry out by himself or authorize third parties to create successive versions of the Platform and/or Software, nor of any programs deriving from it. In the event of a change of ownership of the Client, the Contract will remain in force in its entirety during the period of timeframe agreed between the Parties. The new owner will be obliged to respect and comply with all the clauses of the Contract through to its termination. SOFTWARE LICENSE IN THE CLOUD The use of the Platform licensed under this Contract will be carried out through SaaS services of “cloud computing”. Therefore, HOTELVERSE will make all reasonable efforts to ensure the stability of the operation of the Platform and make it available to the Client for use under the terms and conditions set out in this Contract, either through its own servers or third parties, in which the Software will be installed and will permit its use by the Client. HOTELVERSE will make every effort to inform the Client of any known defects which may interfere with operational stability or the functionality of the Platform, not being responsible in any case for any malfunction or error of the Platform related to the interconnection, integration or operation of this system with any other third-party application which may be contracted with the Client. HOTELVERSE will provide the Client with the URL and user credentials to access the Platform's control panel and will provide the necessary support so that the user can access the system. User credentials are for the exclusive use of the Client and his own employees; hence HOTELVERSE will not register any person, or otherwise allow access as users of the Platform to any person who does not belong directly to the Client's organization, with HOTELVERSE reserving the potential right to require of the Client to verify the employment relationship between the Client and his users by supplying any information deemed necessary. This use is granted to the individual and requires its proper and correct use, as well as requiring this information not to be shared with unauthorized third parties. The Client will be held solely responsible for the correct use of their credentials and access to the system. The proper functioning of the Platform may depend on a correct configuration of the equipment from which the user accesses the Platform and user’s internet connection responsibility of the Client, therefore the user must follow the instructions offered by HOTELVERSE and the requirements, both hardware and software, specified and communicated by HOTELVERSE from time to time in each case. The configuration of the user's equipment and the availability of specific hardware and software to meet the access requirements is not the responsibility of HOTELVERSE, this being the sole responsibility of the Client. In the provision of the Services and use by the Client of the Platform, HOTELVERSE shall act as Data Processor (related to Clause 6). DURATION AND SCOPE OF APPLICATION This Contract will have an initial duration stated in the Cover letter from the signature Date. Effective date of activation of the Services on the Platform by HOTELVERSE will dictate the invoicing period for the services (excluding set up fees when applicable). After the initially specified period has elapsed, this Contract will be automatically and successively extended for periods of one year, unless expressly waived by any of the Parties, such a declaration being made in an appropriate manner (i.e. by any means which allows a record of its delivery), with three (3) months’ notice before the expiry of the first period or any of its extensions. The scope of the Contract covers the Client's establishments as outlined in the Commercial Proposal. PRICES, INVOICING AND PAYMENT METHOD The Services which are the object of this Contract will be invoiced in accordance with the prices specified in Appendix I - Commercial Proposal. These prices do not include Value Added Tax (VAT) which will be passed on to the Client in accordance with current legislation at any time. The amount of the service fee is calculated monthly and is paid by direct debit in Euros. The Client agrees to pay the invoices issued by HOTELVERSE in accordance with the modalities set out under the payment method stipulated in the aforementioned Appendix I. In the event that payment is not received within the contracted period, HOTELVERSE reserves the right to apply a penalty for late payment of 5% applied to the monthly total for each month that payment has not been made, as well as reserving the right to possibly cutting off access to the Platform. This provision will obviously not apply when the unpaid amount is due to an invoicing error. Notwithstanding the foregoing, and during the term of the Contract, HOTELVERSE reserves the right to unilaterally modify the prices agreed between the Parties, notifying the Client within a reasonable period of time. When due to this modification there is an increase in the prices agreed between the Parties, the Client may unilaterally terminate the Contract within a period of 2 months from the moment in which he received the notification from HOTELVERSE. The early resolution by the Client due to the increase in the prices agreed between the Parties will not be a cause of penalty. CONFIDENTIALITY Through this Contract, the Parties are expressly obliged to maintain absolute confidentiality and secrecy regarding any information they learn in relation to the delivery of Confidential Information. In this sense, the Parties agree that: They will maintain the strictest confidentiality and secrecy, understanding any disclosure of the information as contained in this obligation, is expressly forbidden both actively and passively. They will refrain from disclosing it to third parties, unless with prior approval of the Parties expressly and in writing; and they will use any Confidential Information solely for the purpose of developing the business relationship established under the terms of this Contract. They will only allow access to Confidential Information to employees on a need-to-know basis due to the development of the relationship and/or, where appropriate, to expressly authorized third parties who are strictly necessary and who have signed confidentiality agreements, or are subject in any other way to confidentiality obligations whose restrictions are at least equivalent to those of the obligations intended under in this act. Both Parties undertake to return all documentation or Confidential Information to the other Party at the conclusion of the Contract which, if applicable, may be in their possession, it being expressly prohibited that the Parties keep or retain copies of the Confidential Information provided, without prejudice to the provisions of Clause 7.2 above. The confidentiality obligation referred to in this Clause will persist for a period of one (1) year, from the moment of termination of this Contract, regardless of the cause. Both Parties declare and guarantee that they are holders of the corresponding rights over the distinctive signs and other intellectual and industrial property rights that could be used in the fulfillment of their obligations in accordance with the provisions of this Contract and that their use must be limited to the development and fulfillment of the obligations of each of the Parties in connection with the provision of the Services which are the object of this Contract, without any other use being understood or deemed authorized. This Contract does not imply any transfer of Intellectual and Industrial property rights (“IP Rights”) to the other Party. In this sense, the ownership of IP Rights of the Platform, technical documentation, templates and designs that HOTELVERSE provides or develops to the Client for the provision of the Services belongs at all times to HOTELVERSE. The Client shall respect any copyright warnings which appear on the Platform and in its associated documentation. If the Client becomes aware of any possible infringement of the IP Rights that HOTELVERSE holds over the Platform and its associated documentation, it shall be obliged to notify HOTELVERSE immediately without undue delay. DATA PROTECTION The purpose of this clause is to define the conditions under which HOTELVERSE (hereinafter referred to as the “Data Processor”) will carry out the processing of Personal Data which is necessary for the provision of the Services object of this Contract by the Client (hereinafter referred to as the “Data Controller”) in accordance with the provisions of Art. 28 of the GDPR (or any other regulation that may replace it), and with the rest of the applicable regulations regarding the protection of personal data. Definitions: Violation or infringement (of the security of personal data) – means any violation of security which causes the destruction, loss or accidental or illegal alteration of personal data transmitted, stored or otherwise processed, or the unauthorized communication and / or access to said data; Data Controller or Controller – means the natural or legal person, public authority, service or other body which, alone or together with others, determines the purposes and means of the processing; Impact evaluation – means the evaluation or assessment by the Processor of the repercussions of the planned processing on the protection of personal data; GDPR – means Regulation (EU) 2016/769 of the European Parliament and of the Council, dated April 27th, 2016 regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data files and by which the Directive 95/46 / CE (General Data Protection Regulation) is repealed; Personal data – means any information about an identified or identifiable natural person (hereinafter referred to as the “Data Subject”); an identifiable natural person shall be deemed to be any person whose identity can be determined, either directly or indirectly, in particular by means of an identifier, such as a name, an identification number, location data, an online identifier or one or more elements of identity: physical, physiological, genetic, psychic, economic, cultural or social factors of said person; Data Processor or Processor – means the natural or legal person, public authority, service or other body which processes personal data on behalf of the Data Controller; Recipient – means the natural or legal person, public authority, service or other body to which personal data is communicated, whether or not it is a third party. However, public authorities which may receive personal data in the framework of a specific investigation in accordance with Union or Member State law will not be considered recipients; the processing of such data by said public authorities will be performed in accordance with the data protection regulations applicable to the specific purposes of the processing; Sub-processor of the processing or subcontractor – means the entity to which the person in charge of the processing subcontracts, for the processing of personal data; Control authority – means the public authority which seeks to protect the fundamental rights and freedoms of individuals, in connection with the processing and free circulation of personal data; Weekdays – mean the days of the week, from Monday to Friday, except holidays. PROCESSING CHARACTERISTICS The Data Processor will process the following Personal Data, in accordance with the provisions of this Contract:List of entities to whom the Data Processor subcontracts the processing of Personal Data (Sub-processors). *See Tables at end of Agreement. OBLIGATIONS OF THE DATA PROCESSOR The Data Processor, as well as the personnel in charge, must carry out the processing of Personal Data derived from the provision of the contracted Services, in accordance with the obligations described below: - To limit themselves to carrying out the actions which are necessary to provide the Contracted Service to the Data Controller, in accordance with the provisions of the Contract, without it being possible to use the data for any purposes other than the provision of the Service referred to in this Contract, or to use them for their own personal purposes. - To process Personal Data in accordance with the instructions indicated by the Data Controller at all times, as well as the provisions of the applicable regulations regarding the protection of personal data. - If the Data Processor considers that any of the instructions infringes the GDPR or any other provision on data protection of the Union or the Member States, the latter will immediately inform the Data Controller. - If the Data Processor violates the provisions of the GDPR when determining the purposes and means of the processing, he will be deemed to be the Data Controller with respect to said processing, in accordance with the provisions of Article 28.10 of the GDPR. - To guarantee the necessary training in the protection of personal data, of the people in charge of the Data Processor, who are authorized to process Personal Data. - To keep a record of all the categories of processing activities carried out on behalf of the Data Controller which contains: a) the name and contact details of the Processor or Processors and of each Controller on behalf of whom the Processor acts, and, where appropriate, the representative of the Controller or Processor, along with the Data Protection Officer; b) the categories of processing carried out on behalf of each Controller; c) where appropriate, transfers of personal data to a third country or international organization, including the identification of said third country or international organization and the documentation of adequate guarantees; d) whenever possible, a general description of the technical and organizational security measures referred to in Article 32, section 1 of the GDPR, as well as any of those specified by the Controller. - To undertake to keep the personal data provided by the Data Controller under their sole control and custody, which they access due to the provision of the Service and not to disclose, transfer them, or in any other way communicate them, not even for their conservation to third parties (unless they have express authorization from the Data Controller). - In the event that they have to transfer personal data to a third country or to an international organization, as a result of the law of the Union, or of the applicable Member States, inform the Data Controller of this legal requirement in advance. - To make available any information necessary to demonstrate compliance with their obligations to the Data Controller, as well as to complete audits or inspections carried out by the Data Controller, or any other auditor appointed by mutual agreement of the Parties. - To appoint a Data Protection Officer and communicate their identity and contact details to the Data Controller, as long as such a figure is mandatory in accordance with the provisions under Article 37.1 of the GDPR, as well as in those cases in which they have been appointed, despite this not being mandatory. - To give support to the Data Controller in carrying out Impact Assessments related to data protection (where applicable), as well as in conducting prior consultations with the Data Protection Authority (where appropriate). - To notify the Controller, as soon as possible and without undue delay, within a maximum period of at least 72 hours of any breach of security that they become aware of which affects the personal data subject to processing. - Once the provision of the service object of the Contract has been completed, destroy any information which contains personal data that has been transmitted by the Data Controller, at the time of the provision of the Service. Once destroyed, and at the request of the Controller, they will issue a certificate of destruction where the information, physical supports and destroyed documentation will be listed. Without prejudice to the provisions of the previous paragraph, the Data Processor may keep the Personal Data and processed information, duly blocked, in the event that responsibility issues may arise from their relationship with the Data Controller. - To assist the Data Controller in responding to the exercise of the rights of the interested parties, provided for in Chapter III of the GDPR (rights of access, rectification, deletion, opposition, limitation of treatment, portability of data, no longer being subject to automated individualized decisions). In this regard, the Processor must send the request without undue delay to the Data Controller, within a period of 5 working days (starting from the day of receipt), so that the Data Controller can properly resolve the said request. Beyond the provisions set out herein, any other obligation to assist in the exercise of rights must be agreed between the Parties in writing, establishing and defining any procedures which may be applicable. - They shall implement the security measures and mechanisms required by the Data Controller, in accordance with the provisions of Art. 32 of the GDPR, for, taking into account the state of the art, the costs of application, and the nature, scope, context and purposes of the processing, as well as risks of variable probability and severity pertaining to the rights and freedoms of the individuals, guarantee a level of security appropriate to the risk, which, where appropriate, includes, amongst others: a) the pseudonymization and encryption of personal data; b) the ability to guarantee the permanent confidentiality, integrity, availability and resilience of the processing systems and services; c) the ability to restore availability and access to personal data quickly in the event of a physical or technical incident; d) a process of regular verification, evaluation and assessment of the effectiveness of the technical and organizational measures to guarantee the security of the processing. - They will guarantee that the persons authorized to process the Data Controller’s personal data have committed and obliged themselves to respect confidentiality and to comply with the corresponding security measures. OUTSOURCING The Data Processor may not subcontract any of the services that are part of the object of this Contract, where these involve the processing of personal data, unless the following requirements are met: HOTELVERSE communicates the identification and contact details of the subcontractor to the Data Controller in writing, as well as the place where the processing and subcontracted services are to be carried out. The Data Controller shall have the right to reasonably deny and justifiably oppose subcontracting, by means of a written communication addressed to the Data Processor within 15 days of receiving the written communication from the Controller. After this period of time, if the Data Controller has not expressly denied the subcontracting authorization, it will be deemed granted. Unless expressly authorized by the Data Controller, subcontracting may not begin until the aforementioned period has elapsed without the Data Controller expressly denying the authorization. Under no circumstances shall this authorization include the carrying out of international data transfers, which shall require the prior and express authorization of the Data Controller. The subcontractor, who will also have the status of Data Processor, is also obliged to comply with the obligations set out in this document for the Data Processor, and the instructions issued by the Data Controller. It is the responsibility of the Initial Data Processor to regulate the new relationship in accordance with Article 28 of the GDPR, so that the new Processor is subject to the same conditions (instructions, obligations, security measures ...) and with the same formal requirements as him in respect of the suitable processing of personal data and the guarantee of the rights of the interested parties. In the event of non-compliance by the Sub-Processor, the Data Processor will continue to be fully responsible to the Data Controller, in respect of compliance with the applicable subcontracting obligations. Notwithstanding the foregoing, the Data Controller expressly authorizes the Data Processor to subcontract the Sub-Processors outlined in Point 3 of this Contract. VARIATIONS AND WAIVERS IN WRITING This Document may be amended or supplemented either: by HOTELVERSE and you signing a document evidencing the amendments; or by HOTELVERSE notifying you in writing of the changes, and you will be deemed to have agreed to the changes 14 day after receiving the written notification if no objection is received by HOTELVERSE A right created under this Document may only be waived in writing signed by the party giving the waiver. TERMINATION This Contract along with its corresponding Appendixes, will end at the expiry of its period of validity in accordance with the provisions of Clause 3 regarding the duration of the Contract. Notwithstanding the foregoing, reasonable causes for early termination of this Contract will be taken into consideration, which will then entitle the Parties, of their own free will, and in addition to any other actions that may legitimately be available to them, to terminate this Contract immediately by means of written notification formally addressed to the other Party, with reasons as follows: The serious breach of any of the obligations stipulated in this Contract, provided that said breach is not remedied within a period of thirty (30) days from the written notification to the defaulting Party in which the breach is specified and with reasons for its non-compliance. This Clause will not be applicable to the obligation of payment by the Client. Any change in the situation of any of the Parties that may have a negative impact on the business relationship established here, such as insolvency, bankruptcy, declaration of suspension of payments, shareholder change and/or dissolution of any of the parties for any reason, as well as its takeover by a third party. By mutual agreement of the Parties. The non-payment of any amount owed to HOTELVERSE. This status will allow HOTELVERSE to interrupt any Service or terminate the contract at any time by notifying the customer in writing. Consequences on termination. On termination of this Document all licences or permissions granted by Hotelverse under this Document immediately terminate and Hotelverse may, without any liability, stop facilitating service to the Client; nothing will affect any accrued rights or liabilities of either party, nor will termination of this Document affect any provisions of this Document which is expressly or by implication intended to continue in force after such termination. LIABILITY OF THE PARTIES Each of the Parties to this Contract will be held responsible for any breach of their obligations and for which they shall be held responsible in accordance with the provisions of this Contract and with the applicable legislation in force. Neither Party shall limit liability to the other in any of the following cases (and nothing in this Contract shall be construed as excluding or limiting the aforementioned): for personal injury or death resulting from the negligence of the Parties' employees, their representatives and / or subcontractors; for breach of the obligations regarding Confidentiality and Intellectual Property; for any matter in which it is illegal to exclude or limit, or attempt to exclude or limit the liability; or for the commission of criminal offences or fraudulent actions by any of the Parties. Neither HOTELVERSE nor the Client shall be held liable for special, incidental, indirect or consequential damages, which includes, but is not limited to, loss of profits and loss of profits and data, whether they arise from a civil offence, contractual or non-contractual liability, or of any other kind. HOTELVERSE will be liable for direct damages and / or losses that may be caused to the Client, as long as these are attributable to the actions or omissions of HOTELVERSE. In any case, and were permitted by current legislation, HOTELVERSE’s liability for damages and / or losses shall be limited to the amount that the Client has actually paid, under the terms of this Contract, during the three (3) months prior to the moment at which the event causing the damage takes place. ASSIGNMENT The Parties shall not, without the prior written consent of the other Party, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. NON-SOLICITATION Neither Party may, without the prior written consent of the other Party, either during the validity of this Agreement, contract, employ or offer any type of work or employment to any employee of the other Party. SUBCONTRACTING Supplier may make use of subcontracting or commercial agreements with third parties for the execution of certain benefits of the Products and Services within the framework of this Contract without these being altered or modified, and preserving the same rights and obligations of confidentiality and protection of Personal Data that are stipulated in the GDPR Regulations. EXCLUSIVITY During the term of this Agreement, Customer may not, directly or indirectly, contract Services identical or similar to those that are the subject of this Agreement, nor the use of identical or similar applications or that compete with the HOTELVERSE’s Services. USE OF NAME FOR COMMERCIAL USAGE PURPOSES This is reserved for the sole purpose of carrying out promotional marketing activities or when offering HOTELVERSE services, and this as long as the Client does not state otherwise in writing; HOTELVERSE may use the Client's commercial name and / or brand, as well as any other data in the public domain, in order to promote the contracted services in general terms. TRANSFER OF RIGHTS The Client may not assign, transfer or sublease to any natural or legal person the rights and obligations which may arise under the terms of this Contract without the express and written authorization of HOTELVERSE. OVERALL AGREEMENT This Contract is a record of the complete and exclusive agreement reached between the Parties, it supersedes all previous discussions related to it as well as any other communications between the Parties, and may only be modified by written agreement signed by the duly authorized representatives of the Parties. The Appendices will constitute an integral part of this Contract. FORCE MAJEURE Neither party shall be liable for any breach or delay in the performance of any of its obligations under the Contract if such breach or delay is due to any external cause beyond their reasonable control. SEVERABILITY CLAUSE In the event that any clause of the Contract becomes totally or partially nullified or ineffective, such nullity or ineffectiveness shall only affect the said provision, or any part of it that is null or ineffective, everything else remaining the same and carrying such provision or the part of it affected by being unplaced. The foregoing shall not apply with respect to those contractual provisions whose suppression would bring about a significant decrease in the balance of the Parties’ reciprocal benefits. APPLICABLE LAW AND JURISDICTION This Contract will be governed and interpreted in accordance with Spanish law. The Parties shall try to resolve any dispute by mutual agreement and in good faith in respect of the execution or interpretation of the provisions contained in this Contract. Notwithstanding the foregoing, the intervening Parties agree to submit to the jurisdiction of the Courts and Tribunals of Palma de Mallorca expressly waiving any other jurisdiction that may be relevant to them. HEADINGS The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any such section nor in any way affect this Agreement. And in proof of conformity with the foregoing, the Parties sign the Cover Letter (doc. “Name of Company - Hotelverse Agreement CV”), in the place and on the date indicated. *Table 6.3 Data Subjects’ Categories: Client’s Users and Employees Personal Data Categories: Identifying Data (Name and surname, ID) Contact information (address, telephone, email, signature) Other data: IP Processing purposes: Platform access and maintenance. Management and participation in the room reservation process. Place (s) of processing: Spain. Facilities of the Data Processor. Sub-processors' facilities (Subcontractors). Azure Cloud Clarity Plausible APPENDIX III – SERVICE LEVEL AGREEMENT Saas Service Level Agreement The Support and Maintenance Services of the Platform offered by HOTELVERSE are the following: Access and Maintenance of the Platform where the Software is installed for use by the Client with the exclusive purpose of supporting the operation of their business and under the Contract’s Service Provision Level. Annual Software updates according to policies outlined by HOTELVERSE. Maintenance of the data managed by the Platform in such a way as to ensure its integrity and availability. Help-Desk for resolution of incidents and queries exclusively related to the Platform. The non-availability of access to the Platform shall be deemed a breach of the Service provided by HOTELVERSE, as long as it is verified that the cause that makes such access impossible does not reside in any of the elements that are the responsibility of the Client in accordance with the provisions of the Clauses 2.3, 2.4 and 2.5 of the Contract, in the latter case HOTELVERSE being exempt from any liability for grievances, losses or damages suffered or incurred by the Client. If the case of the impossibility in the Provision of the Services or access to the Platform in any of its elements included in this Contract being directly attributable to HOTELVERSE, the latter undertakes to promptly resolve these causes, agreeing with the Client the following deadlines and penalties: If the discontinuity in the provision of Services is maintained, continuously, for more than 4 hours and up to a limit of 8 hours, HOTELVERSE will waive the collection of 10% of the monthly fee corresponding to the month following the one in which the incident occurred. If the discontinuity in the provision of Services is maintained, continuously, for more than 8 hours or there have been two suspensions of Service of more than 4 continuous hours in the same month up to a maximum of 16 hours, HOTELVERSE will waive the 25% charge of the monthly fee corresponding to the month following the one in which the incident/s occurred. If the discontinuity in the provision of Services exceeds 16 continuous hours or a third suspension greater than 4 continuous hours, HOTELVERSE will waive the collection of 100% of the monthly fee corresponding to the month following the one in which the incident / s occurred. Suspensions due to Force Majeure and therefore not attributable to HOTELVERSE are expressly excluded from this Service Level Agreement. Service Levels, Maintenance and Help-Desk The level of service will be made up of two parameters: Response time and resolution time. Response time is understood as the maximum interval between receiving the call and answering the Client with the following information: Initial diagnosis of the incidence Estimated time of resolution Responsible for resolution Resolution time is understood as the maximum time necessary that elapses from the reception of the call to the resolution of the same. Priority Description Response time Maximum time of resolution Priority 1 Incidents 2 hours 24 hours Priority 2 Incidents 4 hours 24 hours Priority 3 Incidents 8 hours 40 hours Priority 4 Incidents/Queries 24 hours 80 hours These figures should be understood as the time accumulated in hours necessary to resolve an incident based on the corresponding severity. The time intervals during which the resolution of the incident is inactive due to causes beyond HOTELVERSE (for example, connectivity problems or lack of information) are not considered as included. The time of resolution of the incidents is conditioned by the availability of the systems that the client owns. Calls are classified to establish resolution priorities with the following criteria: ● Priority 1 (Very high): System down or strong restrictions in the production system which cause work to be canceled. ● Priority 2 (High): Strong loss of functionality, significant restrictions in production systems which impedes the continuity of the business area involved. ● Priority 3 (Medium): An individual function is not working properly. ● Priority 4 (Low): Consultations or design or documentation incidents. APPENDIX IV - REQUIREMENTS FOR THE CORRECT FUNCTIONING OF THE PLATFORM The Client shall guarantee the necessary information, as well as the activation of services to providers and the articulation of the hotel human teams for the proper implementation and maintenance of the services contracted to HOTELVERSE during the term of this Contract. 3D digital twin The Client agrees to provide HOTELVERSE with the following information to ensure the implementation and proper functioning of Hotelverse: Room rack, i.e., a list of all room numbers and their correspondence with the commercial room typology of the hotel's booking engine. Room attributes, i.e., what equipment each room number has with the highest level of detail. Emergency plans for the rooms, i.e., a plan showing the distribution of each floor of each hotel building indicating each room and its door number. Hotel architectural plans or similar in digital format, including plans and elevations. Reference images requested by HOTELVERSE to clarify doubts about the hotel buildings or areas. Photographs from the window of at least 30% of the hotel's rooms towards the outside. Access to the hotel's multimedia content repository to extract the same and load it into the HOTELVERSE platform. Responsibility for the content shown on HOTELVERSE. The Client is solely responsible for the hotel content published on the HOTELVERSE platform, as it is content provided by the hotel. In addition, the Client shall validate and authorize the content shown on HOTELVERSE before its publication in the QA phases defined in this Appendix. Access to the hotel website and corporate styles. The Client shall request their website or CMS provider to implement the HOTELVERSE iframe to enable the provision of the service. The Client shall provide the necessary corporate styles for the customization of the HOTELVERSE application. If the website or CMS provider charges a cost for integration with HOTELVERSE or for its maintenance, it shall be borne by the Client. Access to dynamic room rates. The Client shall request their booking engine or CRS provider to grant API access to their ARI (availability, rate, and inventory feed), access to reservations, and the implementation of a HOTELVERSE script so that HOTELVERSE can use the Client's prices in its services, access customer information, and implement the necessary metrics on the Client's booking process. The Client shall request their booking engine or CRS provider to activate and maintain the services necessary for the implementation of the services contracted by the Client to HOTELVERSE throughout the term of this Contract. If the booking engine or CRS provider charges a cost for integration with HOTELVERSE or for its maintenance, it shall be borne by the Client. Access to operational availability (room number availability). The Client shall request their hotel management system (PMS) provider to grant API access to their ARI (availability, rate, and inventory feed) by room number so that HOTELVERSE can use the Client's prices in its services. The Client shall request their hotel management system (PMS) provider to activate and maintain the services necessary for the implementation of the services contracted by the Client to HOTELVERSE throughout the term of this Contract. If the PMS provider charges a cost for integration with HOTELVERSE or for its maintenance, it shall be borne by the Client. Definition and implementation of operational processes in the hotel The Client shall ensure the adaptation of operational processes in the hotel for the implementation and maintenance necessary for the proper provision of the contracted service to HOTELVERSE throughout the duration of the contract. These processes include: Tasks necessary for the parametrization of the HOTELVERSE platform, room numbers, room attributes, definition of room number assignment restrictions. Adaptation of manual reception/booking processes in the hotel for the assignment of reservations to room numbers so that they include HOTELVERSE assignments. Management of requests for room numbers by the consumer within a maximum of 24 hours. Make all necessary efforts to accept consumer requests for room numbers. Management of compensation and consequences resulting from changes in confirmed room numbers for the consumer. Not to block more than 5% of room numbers for each day of stay to ensure a proper consumer experience. Kick-off and key personnel by the Client The hotel shall incorporate persons with autonomy and decision-making capacity from the following hotel areas or corporate services of the company into the kick-off: Technology Area: For the definition of possible integrations with hotel platforms (CMS, CRS, PMS). Marketing Area: To facilitate access to necessary content and corporate brand styles. Operations Areas: For the implementation of the different levels of HOTELVERSE service. Sales/Commercial Area: To define inventory and pricing management strategies. Visualization and access to HOTELVERSE service The Client undertakes to follow the best practices manual provided by HOTELVERSE in order to achieve the best performance of the platform. To do so, the Client agrees to provide visibility as follows: iFrame: The Hotelverse iFrame will be present with the following visibility: The minimum size of the space dedicated to the presentation of the module must not be less than 768px wide. Displayed on the hotel's website/landing page no lower than 50% of the navigation scroll. Displayed in at least two sections of the hotel's website. Ideally those related to rooms and gastronomy. In a landing page of its own on the hotel's website to provide the consumer with access to room number selection services. On the "thank you page" of the booking process to provide the consumer with access to room number selection services. During the booking process to provide the consumer with access to room number selection services. The Digital Twin will be displayed to the 100% traffic without targeting rules. In digital touchpoints with the consumer, namely emails and other communications informing them of the availability of HOTELVERSE services. HOTELVERSE undertakes to make the utmost efforts to implement the service, allowing the Client to: Design the hotel's 3D digital twin with the highest possible level of fidelity using the tools and time defined for the deployment of the service, within a maximum of 8 weeks from the signing of the contract, provided that the client complies with the deadlines for providing the necessary information and processes defined in this annex. Personalize and profile the 3D digital twin based on customization criteria offered by HOTELVERSE to the Client in the kick-off. Review the 3D digital twin and request modifications in 2 QA (quality assurance) meetings held with a 15-day gap between them and within 8 weeks after the signing of this contract. Once those 2 QA meetings are completed, the design of the 3D digital twin will be considered closed. From that moment on, the client may request changes to the 3D digital twin subject to quotation and time scope by HOTELVERSE. Provide the necessary support to train hotels in the proper use of the HOTELVERSE platform. Deadlines and Penalties The hotel agrees to provide HOTELVERSE with the information and processes contained in clauses 1 and 2 of this annex, within the following deadlines after the signing of this contract: Kick Off: 7 days Digital Twin: 15 days Access to hotel website and corporate styles: 15 days Access to dynamic room pricing: 30 days Access to operational availability (room number availability): 30 days Visualization and access to HOTELVERSE service: 45 days In case of non-compliance by the Client with the deadlines defined in this annex, HOTELVERSE will activate the billing cycle for the contracted SaaS services from the signing of this contract. In addition, for each day of delay attributable to the Client, an additional cost of 100$/€ will be applied to the Client. If the Client is unable to complete any of the activities corresponding to it, it must inform HOTELVERSE in the kick-off meeting to jointly find an alternative with HOTELVERSE. In case the alternative generates an additional cost, it will be the Client's responsibility to bear it. In case of non-compliance by HOTELVERSE with the deadlines defined in this annex, Hotelverse will deduct 2% of the amount of the first year of the SaaS contract for each accumulated week of delay.