INNQUEST SOFTWARE

MASTER SUBSCRIPTION SERVICES AGREEMENT

roommaster Hospitality Management Platform

This Master Subscription Services Agreement (“Agreement”) is entered into by and between Aspire USA LLC d/b/a InnQuest Software, a Delaware limited liability company with offices located at 19321 US Highway 19 North, Suite 607, Clearwater, Florida 33764 USA, together with its parent company, Valsoft Corporation Inc., located at 7405 TransCanada Highway, Suite 100, Montreal, Quebec H4T 1Z2 Canada (collectively, “InnQuest Software,” “InnQuest,” “we,” “our,” or “us”), and the customer identified in the applicable Order Form (“Customer,” “Client,” or “you”).

This Agreement governs Customer’s access to and use of the roommaster hospitality management platform and related software applications, support services, implementation services, APIs, integrations, mobile applications, AI-enabled functionality, and other hosted services provided by InnQuest Software (collectively, the “Services”).

By executing an Order Form, accessing, or using the Services, Customer agrees to be bound by this Agreement.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Authorized User” means an employee, contractor, agent, or representative authorized by Customer to access and use the Services on Customer’s behalf.

“Client Data” means all electronic data, information, records, content, guest information, reservation data, operational information, and materials submitted to, processed by, stored within, or generated through the Services by Customer or Authorized Users.

“Documentation” means InnQuest Software’s technical documentation, support materials, implementation guides, training materials, and online help resources related to the Services.

“Order Form” means an ordering document, sales proposal, statement of work, or subscription agreement executed between the parties describing the Services, pricing, subscription term, and applicable commercial terms.

“Professional Services” means implementation, onboarding, training, migration assistance, consulting, deployment, or configuration services provided by InnQuest Software.

“Services” means the roommaster hospitality management platform and all hosted software applications, APIs, integrations, mobile applications, support services, AI-enabled functionality, analytics, booking engine services, channel management services, and related offerings provided by InnQuest Software.

“Subscription Term” means the subscription period identified in the applicable Order Form, including any renewal terms.

2. ACCESS TO THE SERVICES

Subject to the terms of this Agreement and payment of all applicable fees, InnQuest Software grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business operations.

The Services are delivered exclusively as a cloud-hosted Software as a Service (“SaaS”) solution.

Customer acknowledges and agrees that no perpetual software license is granted, no ownership rights are transferred, no source code rights are provided, and no on-premise deployment rights exist.

3. RESTRICTIONS ON USE

Customer shall not, and shall not permit any Authorized User or third party to: (a) copy, modify, adapt, translate, or create derivative works of the Services or any component thereof; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of the Services; (c) sublicense, sell, resell, lease, rent, distribute, or otherwise make the Services available to any third party, including by operating a service bureau or outsourcing arrangement; (d) use the Services to build, train, or improve a competing product or service, or perform competitive benchmarking or analysis for publication or disclosure to third parties; (e) remove, obscure, or alter any proprietary notices, trademarks, or branding displayed within the Services; (f) use the Services to store or transmit any content that is unlawful, infringing, defamatory, or harmful, or that contains malicious code; (g) circumvent or attempt to circumvent any technical limitations, access controls, usage limits, or security measures of the Services; (h) access the Services through automated means (including scraping, crawling, or bots) except through APIs expressly provided by InnQuest

Software; (i) use the Services in any manner that violates applicable law, regulation, or third-party rights; or (j) permit access to the Services by any direct competitor of InnQuest Software.

Any breach of this Section shall constitute a material breach of this Agreement and shall entitle InnQuest Software to suspend or terminate access to the Services immediately in accordance with Section 16.

4. THE SERVICES

The Services may include property management functionality, reservations management, front desk operations, housekeeping management, guest messaging, mobile applications, reporting and analytics, revenue management, payment integrations, marketplace integrations, APIs, AI-enabled services, booking engine functionality, and channel management services.

Customer acknowledges that third-party services operate independently of InnQuest Software and that InnQuest Software shall not be liable for losses caused by third-party providers or integration failures.

Certain Services may include AI-enabled functionality. Customer acknowledges that AI-generated outputs may contain inaccuracies and should be independently reviewed.

InnQuest Software reserves the right to modify, update, enhance, or discontinue any feature or functionality of the Services at any time. InnQuest Software shall use commercially reasonable efforts to provide Customer with advance notice of any material changes that would materially diminish the core functionality of the Services as described in the applicable Order Form. In the event InnQuest Software discontinues a material feature of the Services and does not provide a substantially equivalent replacement, Customer may, as its sole and exclusive remedy, terminate this Agreement upon thirty (30) days' written notice and receive a pro-rata refund of any prepaid fees attributable to the remainder of the then-current Subscription Term. New substantive features, modules, or add-on functionality introduced after the Subscription Start Date may be subject to additional fees. InnQuest Software shall notify Customer of any such fees prior to activation, and Customer's use of such features shall constitute acceptance of the applicable charges.

5. PROFESSIONAL SERVICES

InnQuest Software may provide implementation, onboarding, deployment, configuration, training, migration assistance, integration services, and consulting services as described in

the applicable Order Form. Implementation timelines depend upon Customer’s timely cooperation and participation. Additional services outside agreed scope may be billed separately.

6. SUPPORT SERVICES

InnQuest Software provides twenty-four (24) hour per day, seven (7) day per week global support coverage utilizing a follow-the-sun support model with no scheduled blackout periods. Support services may include technical support, software maintenance, bug fixes, platform monitoring, product updates, security updates, and troubleshooting assistance.

Support is provided via email, phone, Web Chat and other communication channels as appropriate. A full knowledge base on the roommaster Hospitality Platform is available and regularly updated.

7. CUSTOMER RESPONSIBILITIES

Customer is responsible for maintaining internet connectivity, compatible hardware, lawful use of the Services, compliance with applicable laws, PCI DSS obligations where applicable, and obtaining required guest consents.

Customer shall not use the Services for unlawful purposes, to distribute malware, to interfere with platform operations, or to attempt unauthorized access.

8. FEES AND PAYMENT TERMS

Customer agrees to pay all fees specified in the applicable Order Form. Unless otherwise stated:

- The first monthly payment and any and all setup fees, is due as a deposit at the time of execution of the Order, regardless of agreed upon billing frequency during the term (Annually, Quarterly, or Monthly). - Subscription billing shall upon the agreed upon Subscription Start Date in the Order. - Fees are non-refundable;

- Invoices are due according to the payment terms stated on the invoice. Overdue amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse InnQuest Software for all reasonable costs of collection, including attorneys' fees, incurred in connection with the collection of overdue amounts.

8.2 Pricing Adjustments

InnQuest Software reserves the right to adjust subscription fees, recurring service fees, support fees, and other recurring charges on an annual basis during the Subscription Term and any renewal terms.

Pricing adjustments may reflect factors including, but not limited to:

- increases in labor, infrastructure, hosting, cybersecurity, compliance, or operational costs;

- increases in third-party technology or service provider costs;

- expanded functionality or Services;

- enhancements to support offerings;

- market conditions;

- regulatory requirements;

- or other business-related factors.

InnQuest Software shall provide Customer with reasonable advance written notice of any pricing adjustments prior to such adjustments becoming effective.

Unless otherwise expressly stated in an executed Order Form, pricing adjustments may become effective annually beginning on the first anniversary of the Subscription Start Date.

9. CLIENT DATA

As between the parties, Customer retains ownership of Client Data.

Customer grants InnQuest Software a limited right to host, process, transmit, copy, store, and use Client Data solely as necessary to provide the Services.

InnQuest Software may collect and use anonymized and aggregated usage data for operational improvement, analytics, benchmarking, AI model improvement, and product development.

10. DATA SECURITY

InnQuest Software maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data, including encryption, access controls, monitoring systems, logging, backups, and disaster recovery measures.

11. DATA PROCESSING

To the extent that InnQuest Software processes Personal Data (as defined under applicable Data Protection Laws) on behalf of Customer in the course of providing the Services, the following terms shall apply:

a. Definitions. "Personal Data" means any information relating to an identified or identifiable natural person that is processed by InnQuest Software on behalf of Customer through the Services, including "personal information" as defined under the California Consumer Privacy Act ("CCPA"), Cal. Civ. Code §1798.100 et seq., as amended by the California Privacy Rights Act ("CPRA"). "Data Protection Laws" means all applicable data protection and privacy laws and regulations, including without limitation the CCPA/CPRA, the EU General Data Protection Regulation ("GDPR"), and any other applicable U.S. state privacy laws.‍

‍b. Roles. As between the parties, Customer is the controller (or "business" under the CCPA) and InnQuest Software is the processor (or "service provider" under the CCPA) with respect to Personal Data. InnQuest Software shall process Personal Data only on behalf of and in accordance with Customer's documented instructions and solely for the purpose of providing the Services. InnQuest Software shall not sell, share, or otherwise use Personal Data for any purpose other than performing the Services under this Agreement.

c. Sub-processors. InnQuest Software may engage sub-processors to assist in providing the Services, provided that InnQuest Software: (i) maintains a current list of sub-processors, which shall be made available to Customer upon written request; (ii) imposes data protection obligations on each sub-processor that are no less protective than those set forth in this Section; and (iii) provides Customer with at least thirty (30) days' prior written notice before engaging a new sub-processor, during which time Customer may object on reasonable data-protection grounds.

d. Data Subject Rights. InnQuest Software shall reasonably assist Customer in responding to verified requests from data subjects (or consumers under the CCPA) to exercise their rights under applicable Data Protection Laws, including rights of access, correction, deletion, portability, and opt-out of sale or sharing.

e. Security Incidents. InnQuest Software shall notify Customer without undue delay (and in no event later than seventy-two (72) hours) after becoming aware of any Security Incident involving Personal Data. "Security Incident" means any unauthorized access to, acquisition of, use of, or disclosure of Personal Data. The notification shall include, to the extent known: the nature of the incident, the categories and approximate number of affected data subjects, the likely consequences, and the measures taken or proposed to mitigate the incident.

f. Data Protection Addendum. If required by applicable Data Protection Laws or upon Customer's reasonable request, the parties shall execute a separate Data Processing Addendum ("DPA") that supplements this Section with additional terms required by applicable law, including standard contractual clauses for international data transfers where applicable. In the event of any conflict between such DPA and this Agreement, the DPA shall prevail with respect to data processing matters.

g. Audits. Upon Customer's written request, and no more than once per calendar year, InnQuest Software shall make available to Customer information reasonably necessary to demonstrate compliance with this Section and applicable Data Protection Laws.

12. SERVICE AVAILABILITY

InnQuest Software shall use commercially reasonable efforts to maintain monthly uptime availability of at least ninety-nine percent (99%), excluding scheduled maintenance, emergency maintenance, force majeure events, internet outages outside InnQuest Software’s control, and failures caused by third-party providers.

13. THIRD-PARTY SERVICES

The Services may interoperate with Third-Party Services. InnQuest Software does not control Third-Party Services and is not responsible for outages, failures, or changes caused by Third-Party Services.

14. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, pricing, technical data, product roadmaps, business strategies, Client Data, and the terms and conditions of this Agreement.

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and not to disclose such information except to its employees, contractors, Affiliates, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than this Section. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable opportunity to seek a protective order.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

15. INTELLECTUAL PROPERTY

InnQuest Software retains all right, title, and interest in and to the Services, software, source code, APIs, Documentation, trademarks, AI systems, analytics frameworks, derivative works, and all related intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement.

If Customer provides suggestions, enhancement requests, feedback, recommendations, or other input regarding the Services ("Feedback"), Customer hereby grants InnQuest Software a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, incorporate, and commercialize such Feedback without restriction or obligation to Customer.

Customer represents and warrants that Client Data and any content submitted to the Services do not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other rights.

16. TERM AND TERMINATION

This Agreement shall remain in effect during the initial Subscription Term specified in the applicable Order Form and shall automatically renew for successive periods equal to the initial Subscription Term (each, a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. InnQuest Software may terminate this Agreement immediately upon written notice if Customer fails to pay any undisputed fees within fifteen (15) days after receiving written notice of nonpayment.

InnQuest Software may suspend access to the Services immediately, without prior notice, for nonpayment, security risks, unlawful use, or material violations of this Agreement.

Upon expiration or termination of this Agreement: (a) all rights granted to Customer hereunder shall immediately cease; (b) Customer shall pay all fees accrued through the effective date of termination; and (c) InnQuest Software shall, upon written request made within thirty (30) days after termination, make Client Data available for export in a commercially reasonable format, after which InnQuest Software may delete Client Data in accordance with its standard data retention policies.

17. WARRANTIES DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, INNQUEST SOFTWARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INNQUEST SOFTWARE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. INNQUEST SOFTWARE MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUTS OR ANALYTICS PROVIDED THROUGH THE SERVICES.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 8, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 19, AND (C) EITHER PARTY'S BREACH OF SECTION 14 (CONFIDENTIALITY) OR SECTION 15 (INTELLECTUAL PROPERTY), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19. INDEMNIFICATION

InnQuest Software shall defend Customer against third-party claims alleging that the Services infringe intellectual property rights, subject to customary limitations and procedures.

20. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control including natural disasters, internet outages, cyberattacks, utility failures, labor disputes, governmental actions, or cloud infrastructure failures.

21. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any disputes arising from this Agreement shall be resolved through confidential binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in Palm Beach County, Florida. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. In any action or proceeding to enforce or interpret this Agreement, including any arbitration, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR CONSOLIDATED PROCEEDING WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.

22. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter herein.

No modification shall be effective unless in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Customer may not assign or transfer this Agreement, in whole or in part, without InnQuest Software's prior written consent. InnQuest Software may freely assign this Agreement to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

Sections 8 (Fees and Payment Terms), 9 (Client Data), 11 (Data Processing), 14 (Confidentiality), 15 (Intellectual Property), 17 (Warranties Disclaimer), 18 (Limitation of Liability), 19 (Indemnification), and 21 (Governing Law and Dispute Resolution) shall survive any expiration or termination of this Agreement.