Hapi Technology Providers Terms of Use

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HAPI PROVIDER UNDERSTANDS AND AGREES THAT  BY EXECUTING THE HAPI HOSPITALITY TECHNOLOGY PROVIDER AGREEMENT (“PROVIDER AGREEMENT”) THAT REFERENCES AND INCORPORATES THESE TERMS OF USE, YOU, AS HAPI PROVIDER, FULLY AGREE TO ABIDE BY THE  TERMS OF ITS AGREEMENT WITH HAPI, WHICH SHALL COMPRISE THE TERMS OF THE PROVIDER AGREEMENT, APPLICABLE ORDER FORMS, AND THE INCORPORATED TERMS OF USE, ALL OF WHICH ARE  COLLECTIVELY REFERRED TO HEREIN AS THE “AGREEMENT”

The defined terms set forth herein shall have the same meaning as specified in the Provider Agreement. HAPI and HAPI Provider shall individually be referred to as the “Party” and collectively as the “Parties”.

For purposes of these Terms of Use, and in addition to the terms defined in the Provider Agreement, the following terms have the meanings set out below. If a term is defined both here and in the Provider Agreement, the definition in the Provider Agreement controls.

“Client” or “Hotel Customer” means a hotel, hotel company, hotel management company or other hospitality business to which Hapi Provider makes the Integrated Solution available, whether directly or through a reseller or distributor.

“Documentation” means the technical documentation, usage guides, integration specifications and policies for the HAPI Interface made available by Hapi, as updated from time to time.

“HAPI Interface” means the application programming interfaces, connectors, stream processors, event streams and related hosted services made available by Hapi under the Provider Agreement, together with any Documentation.

“Integrated Solution” means Hapi Provider’s product or service as integrated with, or made interoperable through, the HAPI Interface.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs, ransomware and Trojan horses.

“Order Form” means an ordering document or online order entered into between Hapi and Hapi Provider specifying the services to be provided, including any addenda and supplements to it.

“Personal Data” has the meaning given in Exhibit A (Data Processing Addendum).

“Provider Data” means electronic data and information submitted by or on behalf of Hapi Provider, or by or on behalf of a Client through the Integrated Solution, to or through the HAPI Interface.

“Usage Data” means aggregated and de-identified technical data derived from the operation of the HAPI Interface that does not identify Hapi Provider, any Client or any individual.

Hapi Provider may not access or use the HAPI Interface if it is a direct competitor of Hapi, except with Hapi’s prior written consent, and may not access or use the HAPI Interface for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose.

1. CONFIDENTIAL INFORMATION AND RESTRICTIONS. The parties agree to the confidential non disclosure, intellectual property and restrictive covenants as set forth below. 
   
   1. Confidential Information.  “Confidential Information” shall be defined as the HAPI Interface and any trade secrets or other proprietary information of a party or its affiliates, whether of a technical, business, or other nature (including, without limitation, information relating to technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, Hapi Providers, prospects, or other affairs), that is disclosed by one party (“Discloser”) to the other party (“Recipient”) or which the Recipient knows,  has reason to know, or should reasonably know is confidential, proprietary, and/or  a trade secret of the Discloser.  Confidential Information does not include any information that the Recipient can show:  was known to the Recipient prior to receipt from Discloser;  is independently developed by the Recipient without use of or reference to the Confidential Information of the Discloser or violation of any confidentiality agreements ;  is acquired by the Recipient from another source without restriction as to use or disclosure; or  is or becomes part of the public domain through no fault or action of the Recipient.
   2. Restricted Use and Nondisclosure.  Recipient will:  use the Discloser’s Confidential Information solely for the purpose for which it is provided (in Hapi Provider’s case, solely for the purpose of developing the Integrated Solutions);  not disclose the Discloser’s Confidential Information to a third party unless access is required for the third party to perform in accordance with the Agreement and the third party has executed a written agreement that contains terms substantially similar to the terms contained in this Section; and  protect the Discloser’s Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it uses to protect its own Confidential Information of a similar nature. If the Recipient is required by law to disclose the Confidential Information, the Recipient must promptly notify the Discloser in writing of such requirement and assist the Discloser in obtaining an order protecting the Confidential Information from public disclosure. Upon termination of this Agreement or upon request from the Discloser, the Recipient will deliver to the Discloser all Confidential Information that it has in its possession or control.  The obligations in this Section are in addition to, and supplement, each party’s obligations of confidentiality under any nondisclosure or other agreement between the parties containing nondisclosure obligations.
   3. Non-Solicitation. During the term of this Agreement and for a period of two years thereafter, each party will not, directly or indirectly, employ or solicit the employment or services of the other party’s employees or independent contractors without the prior written consent of the other party.
   4. Use of Collaboration and AI Tools.  Notwithstanding the foregoing, each party may employ (i) enterprise collaboration platforms that store Confidential Information in encrypted, SOC 2-certified cloud environments for the duration of the engagement, and (ii) zero-retention artificial intelligence services operated in privacy modes that do not retain prompts or outputs after processing. Each party may use artificial intelligence tools and automated technologies in the operation, support and improvement of its services. Neither party will use the other party’s Confidential Information, Provider Data or Personal Data to train publicly available machine learning models without the other party’s prior written authorization.
   5. Data Privacy.  To the extent Provider Data includes Personal Data subject to data protection laws, including the EU General Data Protection Regulation, the UK GDPR and applicable U.S. state privacy laws, the Data Processing Addendum attached as Exhibit A and incorporated herein by reference governs the processing of that Personal Data. The parties acknowledge that, where Hapi Provider makes the Integrated Solution available to a Client, the Client is ordinarily the controller of Personal Data, Hapi Provider acts as the Client’s processor, and Hapi acts as a subprocessor. Hapi Provider represents that it has obtained from each Client the authority required to appoint Hapi as a subprocessor on the terms of Exhibit A.
2. REPRESENTATIONS, DISCLAIMERS, LIMITATION OF LIABILITY AND INDEMNIFICATION.
   
   1. Representations.  Each party represents and warrants that  the person signing this Agreement on its behalf has all necessary power and authority to do so, and that upon such signature this Agreement is a binding obligation upon it,  the execution and delivery of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action on its part,  this Agreement constitutes a valid and binding obligation on the party that is enforceable in accordance with its terms and  its entering into and performance of this Agreement does not and will not violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, or undertaking.  Hapi Provider represents and warrants that it shall not make any express or implied warranty on behalf of Hapi  to any end user or other third party.
   2. Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.4 (HAPI WARRANTIES), THE HAPI INTERFACE AND ALL OTHER MATERIALS AND DOCUMENTATION MADE AVAILABLE BY HAPI UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS'' WITHOUT WARRANTY OF ANY KIND.  HAPI  DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  NEITHER HAPI  NOR ITS SUPPLIERS OR CLIENTS WILL BE LIABLE TO HAPI PROVIDER OR ANY THIRD PARTY, WHATSOEVER, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, IN THE EVENT HAPI TERMINATES OR DISCONNECTS PROVIDER’S SERVICES PURSUANT TO SECTION 15 HEREIN, EVEN IF HAPI  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  HAPI ’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS.
   3. Indemnification.    Hapi Provider agrees to indemnify  and hold  harmless HAPI and its affiliates, officers,   directors,   employees,   agents   and  representatives thereof from  and  against  any and  all  liability, losses, claims, damages, actions, costs, and expenses (including reasonable attorneys' fees) arising  out  of or in connection with this Agreement. Hapi agrees to indemnify and hold Hapi Provider harmless, from and against any and all  liability, losses, claims, damages, actions, costs, and expenses (including reasonable attorneys' fees) arising out of claims that the access and use of the HAPI Interface constitutes an infringement of any third party intellectual property rights; provided however that HAPI is promptly notified in writing of any such suit or proceeding or significant threat thereof and Hapi Provider gives HAPI full authority, information and assistance for its own defenses.  
   4. Hapi Warranties.  Hapi warrants that, during the term of the Provider Agreement, (i) the HAPI Interface will perform materially in accordance with the Documentation, (ii) Hapi will not materially decrease the overall security of the HAPI Interface, and (iii) Hapi will not materially decrease the overall functionality of the HAPI Interface. For any breach of this warranty, Hapi Provider’s exclusive remedies are those set forth in Section 15 (Term and Termination), including termination and refund of Prepaid Fees.
   5. Additional Indemnities and Indemnification Procedure.  In addition to Section 2.3, Hapi Provider will defend, indemnify and hold harmless Hapi and its affiliates from any claim, regulatory action, investigation, fine, penalty, proceeding or damages arising out of or related to (i) Hapi Provider’s violation of applicable law, including data protection and privacy law, (ii) Hapi Provider’s failure to obtain the rights, consents or permissions required for Provider Data, (iii) the Integrated Solution or its combination with the HAPI Interface, or (iv) Hapi Provider’s misuse of the HAPI Interface. Each indemnity in this Section 2 is conditioned on the indemnified party (a) promptly giving the indemnifying party written notice of the claim, (b) giving the indemnifying party sole control of the defense and settlement of the claim, except that no settlement may be entered into without the indemnified party’s written consent unless it unconditionally releases the indemnified party of all liability, and (c) giving reasonable assistance at the indemnifying party’s expense.
   6. Exclusive Remedy; Mutual Exclusion of Consequential Damages.  This Section 2 states each indemnifying party’s sole liability to, and each indemnified party’s exclusive remedy against, the other party for any type of claim described in it. NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, REVENUES OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 2 DO NOT APPLY TO HAPI PROVIDER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, EITHER PARTY’S BREACH OF SECTION 1 (CONFIDENTIAL INFORMATION AND RESTRICTIONS), OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
3. REFERENCE.  Each party agrees to: i) make themselves reasonably available for reference inquiries from the other party’s potential customers, Providers, and investors; ii) permit the other party to publish a case study describing in general terms the nature of the Integrated Solution;  permit the other party to issue a press release announcing in general terms the nature of the Integrated Solution, which press release may include a quotation from the non-issuing party;  allow its name and logo to be posted on the other party’s web site and in marketing and advertising materials, with all of the foregoing subject to compliance with the other party’s pre-approval and compliance brand guidelines and other specifications regarding logo usage and each Provider’s respective trademarks
4. FEEDBACK.  If Hapi Provider provides any feedback to Hapi  concerning the functionality and performance of the API, HAPI Interface or Integrated Solution  (including identifying potential errors and improvements) (“Feedback”), Hapi Provider hereby assigns to Hapi  all right, title, and interest in and to the Feedback, and Hapi  is free to perpetually use the Feedback without payment or restriction.
5. HAPI’S RESPONSIBILITIES.
   
   1. Provision of the HAPI Interface. Hapi will (i) make the HAPI Interface available to Hapi Provider in accordance with the Provider Agreement and any applicable Order Form, (ii) provide standard support through its support portal at no additional charge, and advanced support where purchased, and (iii) use commercially reasonable efforts to make the HAPI Interface available twenty-four hours a day, seven days a week, except for planned downtime for which Hapi gives advance electronic notice and any unavailability caused by a Force Majeure Event as described in Section 16.
   2. Protection of Provider Data. Hapi will maintain administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Provider Data, as described in the Documentation. Those safeguards will include measures for preventing access to, or use, modification or disclosure of, Provider Data by Hapi personnel except (i) to provide the HAPI Interface and prevent or address service or technical problems, (ii) as compelled by law in accordance with Section 1.2, or (iii) as Hapi Provider expressly permits in writing.
   3. Hapi Personnel. Hapi is responsible for the performance of its personnel, including its employees and contractors, and for their compliance with Hapi’s obligations under this Agreement, except as otherwise specified herein.
   4. Security Incident Notification. In the event of a confirmed unauthorized access to, disclosure of or loss of Provider Data (a “Security Incident”), Hapi will notify Hapi Provider without undue delay and in any event within forty-eight (48) hours after discovery, and will provide reasonable cooperation in investigating and mitigating the incident, including information reasonably necessary for Hapi Provider to meet its own notification obligations to its Clients and to regulators. Notification does not constitute an admission of liability.
   5. Modification of the HAPI Interface. Hapi may modify the HAPI Interface from time to time, including by adding or removing features, provided that such modifications do not materially reduce its overall functionality during the term. Hapi will give Hapi Provider reasonable prior notice of any deprecation or breaking change that Hapi reasonably expects to affect the Integrated Solution.
6. USE OF THE HAPI INTERFACE AND INTEGRATED SOLUTIONS.
   
   1. Scope of Use. Subject to this Agreement and payment of applicable fees, Hapi grants Hapi Provider a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the HAPI Interface solely to develop, certify, operate and support the Integrated Solution for Clients. Hapi Provider will not use the HAPI Interface for the benefit of any third party other than a Client in connection with the Integrated Solution.
   2. Usage Limits. Use of the HAPI Interface is subject to the usage limits specified in the Provider Agreement, Order Forms and Documentation. Unless otherwise specified, a quantity in an Order Form refers to connectors and stream processors. If Hapi Provider exceeds a contractual usage limit, Hapi may work with Hapi Provider to reduce usage so that it conforms to that limit; if Hapi Provider is unable or unwilling to do so, Hapi Provider will execute an Order Form for additional quantities promptly upon request and pay any invoice for excess usage. Hapi may verify compliance with usage limits through system logs and technical monitoring.
   3. Hapi Provider Responsibilities. Hapi Provider will (i) be responsible for its personnel’s and its Clients’ compliance with the terms of this Agreement applicable to use of the HAPI Interface, (ii) be responsible for the accuracy, quality and legality of Provider Data, the means by which it was acquired and its use with the HAPI Interface, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the HAPI Interface and notify Hapi promptly of any such access or use, (iv) use the HAPI Interface only in accordance with this Agreement, the Documentation, Order Forms and applicable laws and regulations, including data privacy laws and any data export authorization requirements, and (v) procure all licenses, installation and support services required from any property management system provider or other third-party vendor necessary to use the HAPI Interface. Hapi Provider represents and warrants that it has obtained all rights, permissions and lawful bases required to collect, process and transfer Provider Data to Hapi for processing.
   4. Usage Restrictions. Hapi Provider will not (a) make the HAPI Interface available to, or use it for the benefit of, anyone other than Clients in connection with the Integrated Solution, (b) sell, resell, license, sublicense, distribute, rent or lease the HAPI Interface as a standalone offering, or include it in a service bureau or outsourcing offering, (c) use the HAPI Interface to store or transmit infringing, libelous or otherwise unlawful or tortious material, or material in violation of third-party privacy rights, (d) use the HAPI Interface to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the HAPI Interface or any third-party data contained in it, (f) attempt to gain unauthorized access to the HAPI Interface or its related systems or networks, (g) permit direct or indirect access to or use of the HAPI Interface in a way that circumvents a contractual usage limit, (h) modify, copy or create derivative works based on the HAPI Interface or any part, feature, function or user interface of it, (i) frame or mirror any part of the HAPI Interface, (j) use the HAPI Interface for automated scraping, training of artificial intelligence or machine learning models, penetration testing, load testing or attempts to identify system vulnerabilities, in each case without Hapi’s prior written authorization, or (k) disassemble, reverse engineer or decompile the HAPI Interface, or access it in order to build a competitive product or service, to build a product or service using similar ideas, features, functions or graphics, to copy any ideas, features, functions or graphics, or to determine whether the HAPI Interface falls within the scope of any patent.
   5. Flow-Down to Clients. Hapi Provider will enter into a written agreement with each Client containing terms that protect the HAPI Interface, Hapi’s Confidential Information and Personal Data to a standard no less protective than this Agreement and Exhibit A, and that are sufficient to allow Hapi Provider to perform its obligations to Hapi. Hapi Provider remains responsible for its Clients’ acts and omissions in connection with the HAPI Interface as if they were its own. Upon Hapi's reasonable written request, and no more than once in any twelve (12) month period except following a Security Incident or where required by a supervisory authority, Hapi Provider will confirm in writing that an agreement complying with this Section 6.5 is in place with each Client and will provide copies of the relevant provisions, which may be redacted to remove commercial terms. Hapi Provider will procure that each such agreement expressly names Hapi as an intended third-party beneficiary of the provisions protecting the HAPI Interface, Hapi's Confidential Information and Personal Data, with the right to enforce those provisions directly against the Client to the extent permitted by the law governing that agreement. 
   6. Suspension for Security or Legal Risk. Notwithstanding anything to the contrary, Hapi may suspend Hapi Provider’s access to the HAPI Interface immediately if Hapi reasonably determines that (a) the use of the HAPI Interface poses a security risk to the HAPI Interface, Hapi’s systems or any third party, (b) the use of the HAPI Interface may subject Hapi or its affiliates to liability, (c) Hapi Provider is using the HAPI Interface in violation of applicable law, or (d) the use of the HAPI Interface may adversely affect the availability, integrity or performance of the HAPI Interface. Hapi will use commercially reasonable efforts to provide notice and an opportunity to remedy prior to suspension where circumstances permit, and to restore access once the issue is resolved.
7. FEES AND PAYMENT.
   
   1. Fees. Hapi Provider will pay all fees specified in the Provider Agreement and applicable Order Forms. Except as otherwise specified, (i) fees are based on the subscriptions purchased and not on actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable except as expressly provided in Section 15, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
   2. Invoicing and Payment. Hapi will invoice Hapi Provider for the initial subscription term and any renewal term. Charges are made in advance, either annually or in accordance with the billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net thirty (30) days from the invoice date. Hapi Provider is responsible for providing complete and accurate billing and contact information and for notifying Hapi of any changes to it.
   3. Overdue Charges. If any invoiced amount is not received by the due date, then without limiting Hapi’s other rights or remedies, (a) those charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) Hapi Provider will reimburse Hapi for all costs incurred in collecting late payments or interest, including attorneys’ fees, court costs and collection agency fees, and (c) Hapi may condition future renewals and Order Forms on payment terms shorter than those specified in Section 7.2.
   4. Suspension of Service and Acceleration. If any amount owing by Hapi Provider under this or any other agreement for Hapi’s services is thirty (30) or more days overdue, Hapi may, without limiting its other rights and remedies, accelerate Hapi Provider’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend its services until such amounts are paid in full. Other than where payment by credit card or direct debit has been declined, Hapi will give at least ten (10) days’ prior notice that the account is overdue before suspending services.
   5. Payment Disputes. Hapi will not exercise its rights under Sections 7.3 or 7.4 if Hapi Provider is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
   6. Taxes. Hapi’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any jurisdiction. Hapi Provider is responsible for paying all such taxes associated with its purchases, excluding taxes assessable against Hapi based on its income, property and employees. If Hapi has a legal obligation to pay or collect taxes for which Hapi Provider is responsible, Hapi will invoice Hapi Provider and Hapi Provider will pay that amount unless it provides a valid tax exemption certificate authorized by the appropriate taxing authority.
   7. Future Functionality. Hapi Provider agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Hapi regarding future functionality or features. The implementation of new releases and upgrades is a billable service.
8. PROPRIETARY RIGHTS AND LICENSES.
   
   1. Reservation of Rights. Subject to the limited rights expressly granted under this Agreement, Hapi, its affiliates and its licensors retain all right, title and interest in and to the HAPI Interface, the Documentation and all related intellectual property, including all enhancements, improvements, modifications and derivative works of the HAPI Interface developed by or on behalf of Hapi. Hapi Provider retains all right, title and interest in and to the Integrated Solution (excluding the HAPI Interface and any Hapi intellectual property embedded in or accessed through it) and in and to Provider Data. No rights are granted by implication, estoppel or otherwise.
   2. License to Host Provider Data. Hapi Provider grants Hapi, its affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit, display and use Provider Data and any program code created by or for Hapi Provider for use with the HAPI Interface, in each case as reasonably necessary for Hapi to provide and ensure the proper operation of the HAPI Interface. Subject to that license, Hapi acquires no right, title or interest in Provider Data or the Integrated Solution.
   3. Open Source Software. The HAPI Interface may incorporate third-party or open source software components, which are provided under the open source license terms governing those components. Nothing in this Agreement limits Hapi Provider’s rights under, or grants rights that supersede the terms of, any applicable open source license. Hapi will make such licenses available upon written request.
   4. Usage Data. Hapi may collect, analyze and use Usage Data for the purposes of operating, maintaining, securing, improving and developing the HAPI Interface. Usage Data will not identify Hapi Provider, any Client or any individual and will not include Confidential Information, Provider Data or Personal Data.
   5. APIs and Integration Interfaces. Hapi Provider may access and use the application programming interfaces and other integration interfaces made available as part of the HAPI Interface solely to enable interoperability with the Integrated Solution in accordance with this Agreement and the Documentation. Hapi may impose reasonable limits on API usage and may modify or discontinue APIs on reasonable prior notice, subject to Section 5.5.
   6. Feedback. Feedback is governed by Section 4 (Feedback).
9. THIRD-PARTY AND HAPI PARTNER APPLICATIONS.
   
   1. Third-Party Products and Services. Hapi or third parties may make available third-party products or services, including partner applications and implementation or consulting services. Any acquisition by Hapi Provider of such products or services, and any exchange of data between Hapi Provider and any third-party provider, is solely between Hapi Provider and that provider. Hapi does not warrant or support third-party products or services, whether or not designated as “certified”, unless expressly provided otherwise in an Order Form.
   2. Third-Party Applications and Provider Data. If Hapi Provider chooses to use a third-party application with the HAPI Interface, Hapi Provider grants Hapi permission to allow that application and its provider to access and transfer Provider Data as required for interoperation. Hapi is not responsible for any disclosure, modification or deletion of Provider Data resulting from access by such an application or its provider.
   3. Interoperation. The HAPI Interface may contain features designed to interoperate with third-party applications. Hapi cannot guarantee the continued availability of such features and may cease providing them without entitling Hapi Provider to any refund, credit or other compensation if, for example, the provider of a third-party application ceases to make it available for interoperation on terms acceptable to Hapi.
10. MARKETING. Hapi Provider agrees that Hapi can use its name and logo on Hapi’s  marketing materials, to include without limitation, Hapi’s  website or Hapi’s Providers’ websites, customer lists, promotional emails, case stories, and press releases, with the understanding that Hapi will not publish any detailed use case related to Hapi Provider’s project or quote by a Hapi Provider without first submitting such information to Hapi Provider  in advance.
11. COMPLIANCE WITH LAWS AND EXPORT.  Hapi Provider agrees to comply with all applicable rules, regulations and laws, both international and domestic,  as they relate to its  agreement with Hapi, including without limitation, compliance with all laws regarding export, privacy, and distribution. Each party represents that it is not named on any U.S. government denied-party list. Hapi Provider will not permit access to or use of the HAPI Interface in a U.S. embargoed country or region (currently Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) or in violation of any U.S. export law or regulation. 
12. ANTI-CORRUPTION.
    
    1. Anti-Corruption. Hapi Provider agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any Hapi employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. If Hapi Provider learns of any violation of this restriction, it will use reasonable efforts to notify Hapi’s legal department promptly. Each party will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable anti-bribery and anti-corruption laws.
13. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. This Agreement is the entire agreement between Hapi Provider and Hapi  regarding the certification and integration of Hapi Provider’s solution with the Hapi Interface and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated a Hapi Provider purchase order or similar Provider document (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be as follows: (1) the applicable Order Form, (2) the Provider Agreement and Incorporated Terms of Use and (3) the Documentation.
14. ASSIGNMENT. Hapi Provider agrees that it may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Hapi’s prior written consent (not to be unreasonably withheld); provided, however, that Hapi Provider may assign this Agreement in its entirety (together with all Order Forms), without Hapi’s consent  in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Hapi Provider’s assets. Notwithstanding the foregoing, if Hapi Provider is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of Hapi, then Hapi may terminate this Agreement upon written notice.  In the event of such a termination, the Parties agree that Hapi will refund to Hapi Provider any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination, with no further liability to Provider. Any assignment in violation of this section  is deemed null and void.
15. TERM AND TERMINATION.
    
    1. Term of Agreement. These Terms of Use commence on the date Hapi Provider first accepts them and continue until all subscriptions under the Provider Agreement and Order Forms have expired or been terminated.
    2. Term and Renewal of Subscriptions. The term of each subscription is as specified in the applicable Order Form or, by default, one year. Except as otherwise specified in an Order Form, subscriptions renew automatically for additional periods equal to the expiring subscription term or one year, whichever is shorter, unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the relevant subscription term. Per-unit pricing during any renewal term may increase by up to 7% above the pricing applicable in the prior term, unless Hapi provides notice of different pricing at least sixty (60) days prior to the renewal term.
    3. Termination for Cause. Either party may terminate this Agreement for cause (i) on thirty (30) days’ written notice to the other party of a material breach if the breach remains uncured at the expiration of that period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    4. Termination at Client Request. The parties agree that in addition to the termination provisions set forth in the Provider Agreement,  in the event Hapi’s client, to include but not be limited to a Hotel,  Hotel Company or  Management Company (collectively “Client”), requests that Hapi discontinue its services with Provider for any reason other than for cause that Hapi will refund to Provider any unused fees accrued for the remainder of the service term which Provider paid to Hapi in advance (“Prepaid Fees”), with the understanding, condition, and agreement  that Hapi shall in no manner be liable to Provider or any third party for any damages, loss of profits, or any other additional fees or causes of action in connection with such termination. For clarification, If Client requests Provider’s services be terminated for cause, and such services are terminated  by Hapi under the termination provision in the Provider Agreement, Hapi shall not be obligated or liable to refund any Prepaid Fees to Provider, or for any other damages, claims, or causes of action as a result of such termination. 
    5. Refund or Payment upon Termination. If this Agreement is terminated by Hapi Provider under Section 15.3, Hapi will refund any Prepaid Fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Hapi under Section 15.3, Hapi Provider will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Hapi Provider of its obligation to pay fees payable for the period prior to the effective date of termination.
    6. Data Portability and Deletion. Upon request made within thirty (30) days after the effective date of termination or expiration, Hapi will make Provider Data available for export or download as provided in the Documentation. After that thirty (30) day period, Hapi will have no obligation to maintain or provide Provider Data and will delete or destroy all copies of Provider Data in its systems or otherwise in its possession or control, unless legally prohibited, provided that Hapi may retain copies within secure backup systems for a limited period consistent with its disaster recovery practices and subject to the confidentiality obligations of Section 1. Deletion of Personal Data is governed by Exhibit A.
16. FORCE MAJEURE. The parties agree that neither shall be  liable for any failure or delay in performing its respective obligations under this Agreement, (other than payment obligations),  if such failure or delay is caused by circumstances beyond the reasonable control of the affected party (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God, natural disasters, floods, fires, earthquakes or other environmental conditions; acts of government or governmental authority; war, terrorism, civil unrest or public disorder; labor disputes or strikes (other than those involving the affected party’s employees); failure or interruption of telecommunications networks, internet service providers, utilities, or internet backbone services; failure or interruption of third-party cloud hosting providers or other infrastructure providers;  HAPI Provider applications or APIs, denial-of-service attacks, cyberattacks, or other widespread cyber incidents; pandemics or public health emergencies; and failures of third-party services or utilities not under the reasonable control of the affected party. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.  For clarity, a Force Majeure Event does not relieve Hapi Provider to pay fees that accrued prior to the occurrence of the Force Majeure Event.
17. DISPUTE RESOLUTION.  The Parties understand and agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations. If the dispute is not resolved within thirty (30) days after written notice of the dispute, the Parties agree to resolve the dispute by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Dade County, Florida. Each party shall bear its own attorneys’ fees and costs, and the parties shall share equally the fees and expenses of the arbitrator and arbitration administration, however, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, arbitration fees, and costs as determined by the arbitrator. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights. The arbitration proceedings and any award shall be confidential, except as required to enforce the award or as otherwise required by law. Judgment on the arbitration award may be entered in any court having jurisdiction. 
18. SEVERABILITY AND THIRD PARTY BENEFICIARIES. Without limiting Section 13 (Entire Agreement and Order of Precedence), this Agreement shall not affect the validity or enforceability of any other agreements, including non-disclosure and non-compete Agreements executed between the parties. This Agreement shall insure to the benefit of each party’s respective successors, affiliated companies, assigns, and legal representatives, including any entity with which either party may merge or consolidate or to which all or substantially all of its assets may be transferred or sold. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. Except as expressly provided in Section 6.5 (Flow-Down to Clients), no third-party beneficiaries have been established by virtue of this Agreement. 
19. RELATIONSHIP OF THE PARTIES. No agency, partnership, fiduciary, joint venture, or employment is created as a result of this Agreement.   For the avoidance of doubt, Hapi is entering into this Agreement as principal and not as agent for any other Data Travel, LLC subsidiary or related party, and as such, any obligations owed by Hapi and Hapi Provider, shall be strictly between Hapi and Hapi Provider.
20. SURVIVABILITY.  All provisions regarding payment, confidentiality, data privacy and Exhibit A, proprietary rights and licenses, warranty, disclaimers, limitation of liability, termination, refund or payment upon termination, data portability and deletion, and indemnification in addition to any other sections which by their express terms or nature and context are intended to survive termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement.
21. CUMULATIVE REMEDIES AND WAIVER. No remedy herein conferred upon any party, is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or hereafter existing at law or in equity. Failure by a party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision
22. GOVERNING LAW AND VENUE. This Agreement and any dispute or claim  arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law, and the parties consent and agree that all actions or proceedings arising out of or in relation to this Agreement shall be brought within the courts of the State of Florida, Dade County.  The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply.  
23. NOTICES. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c),  the day of sending by email, except for notices of an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
24. ELECTRONIC SIGNATURES.  This Agreement may be executed electronically through an Order Form execution or acceptance via click-through or electronic signature shall have the same legal effect as a handwritten signature.

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EXHIBIT A — DATA PROCESSING ADDENDUM

1. Purpose and Scope. This Data Processing Addendum (“DPA”) forms part of, and is incorporated into, the Provider Agreement and these Terms of Use between Data Travel, LLC d/b/a Hapi (“Hapi”) and Hapi Provider. It governs the processing of Personal Data by Hapi in connection with the HAPI Interface and the Integrated Solution.
2. Definitions. “Personal Data”, “Processing”, “Controller”, “Processor”, “Sub-processor”, “Data Subject” and “Personal Data Breach” have the meanings given in applicable data protection laws, including the EU General Data Protection Regulation (“GDPR”), the UK GDPR and applicable U.S. state privacy laws (together, “Data Protection Laws”).
3. Roles of the Parties. Where Hapi Provider makes the Integrated Solution available to a Client, the parties acknowledge that the Client is the Controller, Hapi Provider acts as Processor on the Client’s behalf, and Hapi acts as a Sub-processor. Where Hapi Provider determines the purposes and means of processing Personal Data in its own right, Hapi Provider is the Controller and Hapi acts as its Processor. In either case, Hapi processes Personal Data solely for the purpose of providing the HAPI Interface.
4. Authority and Flow-Down. Hapi Provider represents and warrants that it has obtained from each Client the authorization required to appoint Hapi as a Sub-processor, and that its agreement with each Client permits the processing contemplated by this DPA. Hapi Provider will not pass to Hapi any instruction that it is not authorized to give, and will ensure that instructions issued to Hapi are consistent with the Controller’s documented instructions.
5. Processing Instructions. Hapi will process Personal Data only in accordance with Hapi Provider’s documented instructions, this DPA, the Provider Agreement and applicable law. Hapi will notify Hapi Provider if, in its opinion, an instruction infringes Data Protection Laws, unless prohibited from doing so by law.
6. Security Measures. Hapi will implement appropriate administrative, technical and organizational measures designed to protect Personal Data, including encryption in transit and at rest, access controls, logging and monitoring, and vulnerability management, taking into account the state of the art and the risks presented by the processing.
7. Confidentiality of Personnel. Hapi will ensure that each employee, contractor or agent authorized to process Personal Data is subject to a duty of confidentiality and processes Personal Data only as necessary to provide the HAPI Interface and in accordance with the documented instructions received. Hapi will not use Personal Data for its own purposes, will not sell or share Personal Data as those terms are defined under applicable U.S. state privacy laws, and will not disclose Personal Data except as permitted under this DPA.
8. Further Sub-processors. Hapi Provider authorizes Hapi to engage further sub-processors to support delivery of the HAPI Interface. Hapi will maintain an up-to-date list of such sub-processors and make it available on request or through a publicly accessible webpage, and will give Hapi Provider at least thirty (30) days’ prior notice of any intended addition or replacement, during which Hapi Provider may object on reasonable data protection grounds. Hapi will impose on each further sub-processor written obligations no less protective than those in this DPA and remains responsible for its sub-processors’ performance.
9. Data Subject Requests. Taking into account the nature of the processing, Hapi will provide reasonable assistance to enable Hapi Provider, and through it the Controller, to respond to Data Subject requests for access, correction, deletion, restriction, objection or portability. Hapi will promptly forward to Hapi Provider any request it receives directly from a Data Subject relating to Personal Data processed on Hapi Provider’s behalf, and will not respond to such a request except on documented instructions or as required by law.
10. Personal Data Breach Notification. Hapi will notify Hapi Provider without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a Personal Data Breach affecting Personal Data processed under this DPA, and will provide the information reasonably available to it, together with reasonable cooperation in investigating, mitigating and remediating the breach, so that Hapi Provider and the Controller can meet their own notification deadlines under Data Protection Laws.
11. International Transfers. Where Personal Data originating from the European Economic Area, the United Kingdom or Switzerland is transferred to a country not benefiting from an adequacy decision, the parties agree that the European Commission Standard Contractual Clauses apply, using Module Three (processor to processor) where Hapi Provider acts as Processor and Hapi as Sub-processor, and Module Two (controller to processor) where Hapi Provider acts as Controller, together with the UK International Data Transfer Addendum and the Swiss addendum as applicable. Those clauses are incorporated by reference and completed by the details set out in the Provider Agreement and applicable Order Forms.
12. Assistance with Compliance. Taking into account the nature of the processing and the information available to it, Hapi will provide reasonable assistance to Hapi Provider with data protection impact assessments, prior consultations with supervisory authorities, and its obligations relating to the security of processing and breach notification under Articles 32 to 36 of the GDPR and equivalent provisions of other Data Protection Laws.
13. Audits. Upon reasonable written request, and no more than once in any twelve (12) month period except where required by a supervisory authority or following a Personal Data Breach, Hapi will make available information reasonably necessary to demonstrate compliance with this DPA, including current third-party audit reports or certifications, and will respond to reasonable security questionnaires to the extent the information is not already contained in those reports.
14. Data Retention and Deletion. Upon termination or expiration of the services, Hapi will delete or return Personal Data within three (3) months of cessation of the services, in accordance with the Provider Agreement and applicable law and subject to standard backup retention policies and any legal retention requirement. Personal Data retained in backups remains subject to this DPA until deleted.
15. Government and Law Enforcement Requests. If Hapi receives a legally binding request from a governmental authority for disclosure of Personal Data, Hapi will promptly notify Hapi Provider unless legally prohibited, will take reasonable steps to challenge or limit the scope of the request where appropriate, and will disclose only the minimum amount of Personal Data required to comply with applicable law.
16. Conflict. In the event of a conflict between this DPA and the Provider Agreement or these Terms of Use, this DPA controls with respect to the processing of Personal Data.

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Last Update: August 10, 2026.