Subscription Agreement

Effective October 17, 2026 · Version 2026-10-17

This Subscription Agreement (the "Agreement") is between Akea HMS LLC, a Texas limited liability company ("Akea"), and the company, hotel owner, management company or other organization that subscribes to the Services (the "Customer"). It is accepted when an authorized representative of the Customer clicks to accept it, signs an order form that refers to it, or first uses the Services for the Customer. The person accepting confirms they have authority to bind the Customer. Capitalized terms not defined here have the meanings in the Terms of Service.

1. The Services

Akea will make the Akea AI Suite and related apps (the "Services") available to the Customer and its authorized users during the subscription term, in accordance with this Agreement, the applicable order form or in-app plan (the "Order"), and the Services' then-current documentation. Akea may update the Services from time to time and will not materially reduce the core functionality of a paid plan during a paid term.

2. Users and responsibilities

The Customer decides who receives access, which hotels and modules each user can see, and what each user may approve. The Customer is responsible for its users' compliance with the Terms of Service and the Acceptable Use Policy, for all activity under its account, and for promptly removing access for people who leave. The Customer must require two-step sign-in for users with financial, payroll or administrative rights.

3. Customer data

The Customer owns all data it and its users put into the Services ("Customer Data"). Akea processes Customer Data as the Customer's service provider and processor under the Data Processing Addendum, which is part of this Agreement. The Customer is responsible for having the rights, notices and consents needed for Akea to process Customer Data, including information about employees, guests, investors and vendors, and must not upload full Social Security numbers, full bank account or card numbers, health information, or other data the Services are not designed to hold.

4. Fees and payment

The Customer will pay the fees in the Order. Unless the Order says otherwise, fees are billed in advance in U.S. dollars, are due within 30 days of invoice, and are non-cancellable and non-refundable except as this Agreement expressly provides. Late amounts may bear interest at the lesser of 1.5% per month or the highest rate allowed by law, and Akea may suspend the Services after giving 10 days' written notice of non-payment. Fees exclude taxes; the Customer pays all sales, use, value-added and similar taxes other than taxes on Akea's income. Billing questions: billing@akeahms.com. Akea may change fees for any renewal term with at least 30 days' notice.

5. Term and termination

The subscription term is stated in the Order and renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current term. Either party may terminate for material breach not cured within 30 days after written notice. On termination, the Customer's access ends; for 30 days afterwards the Customer may request an export of its Customer Data in a standard format, after which Akea may delete it, except where retention is required by law or the data is in routine backups that are deleted on their normal schedule. The Customer must pay all fees owed up to the termination date.

6. Customer obligations under law

The Customer acknowledges that the Services are tools and that the Customer alone is responsible for: wage-and-hour and employment law compliance (including overtime, meal and rest breaks, final pay, record-keeping and required notices); payroll processing and tax withholding and filing; its books of account, financial statements and tax returns; bank account security, check stock control, check signing and fraud prevention; refunds and guest payment disputes; communications with investors and lenders and compliance with securities laws; and compliance with any license terms for third-party data such as STR. The Product and Professional Disclaimers apply to the Customer.

7. Confidentiality

Each party will protect the other's non-public information that is marked or reasonably understood to be confidential with at least reasonable care, use it only for this Agreement, and disclose it only to people who need it and are bound by similar duties. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party. A party may disclose information when required by law after giving the other reasonable notice where allowed.

8. Security

Akea maintains administrative, technical and physical safeguards designed to protect Customer Data, as described in the Data Processing Addendum, including encryption in transit, role-based access controls, row-level data separation between customers, and audit logs for financial and time records. Akea will notify the Customer without undue delay after confirming a security incident affecting Customer Data, as described in the Data Processing Addendum. No system is completely secure, and Akea does not guarantee that unauthorized access will never occur.

9. Availability and support

Akea will use commercially reasonable efforts to keep the Services available, excluding scheduled maintenance, emergency maintenance, and outages caused by third-party providers, the internet, or events beyond Akea's reasonable control. Unless an Order includes a service-level commitment, there is no guaranteed uptime and no service credits. Support is available by email at info@akeahms.com during normal U.S. Central Time business hours.

10. Warranties and disclaimers

Each party warrants that it has the authority to enter into this Agreement. Akea warrants that it will not knowingly introduce malicious code into the Services. The Customer's sole remedy for breach of this warranty is for Akea to correct the problem or, if Akea cannot do so within a reasonable time, to terminate the affected subscription and refund prepaid fees for the remaining term. EXCEPT AS STATED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND AKEA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT THE SERVICES WILL MEET ANY LEGAL, TAX, ACCOUNTING OR REGULATORY REQUIREMENT.

11. Intellectual property claims

If a third party claims that the Customer's authorized use of the Services, as provided by Akea, infringes that party's United States patent, copyright or trademark, or misappropriates its trade secret, Akea will defend the Customer and pay damages finally awarded or agreed in settlement by Akea, provided the Customer promptly notifies Akea, gives Akea sole control of the defense and settlement, and reasonably cooperates. Akea has no obligation for claims arising from Customer Data, third-party services or data, combination of the Services with anything not provided by Akea, modifications not made by Akea, use after Akea provides a non-infringing alternative, or use in breach of this Agreement. If the Services are or may be subject to such a claim, Akea may obtain the right for the Customer to continue using them, modify them to be non-infringing, or terminate the affected subscription and refund prepaid fees for the remaining term. THIS SECTION STATES AKEA'S ENTIRE LIABILITY AND THE CUSTOMER'S SOLE REMEDY FOR INFRINGEMENT CLAIMS, AND IS SUBJECT TO SECTION 13.

12. Customer indemnity

The Customer will defend, indemnify and hold harmless Akea and its affiliates, officers, members, managers, employees and agents from any third-party claim, and any resulting loss, damage, fine, penalty, cost or expense (including reasonable attorneys' fees), arising from: Customer Data; the Customer's or its users' use of the Services or their output; any employment, wage-and-hour, payroll, tax, refund, guest, investor, lender, vendor, bank or check-related matter; the Customer's violation of law or of this Agreement; or the Customer's breach of third-party data license terms.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL OR DATA; AND AKEA WILL NOT BE LIABLE FOR WAGE, OVERTIME OR EMPLOYMENT CLAIMS, TAX PENALTIES OR INTEREST, BANK OR CHECK FRAUD LOSSES, OR REGULATORY FINES; AND (B) AKEA'S TOTAL LIABILITY FOR ALL CLAIMS UNDER OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITS DO NOT APPLY TO THE CUSTOMER'S PAYMENT OBLIGATIONS OR ITS INDEMNITY OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

14. Disputes, governing law and venue

This Agreement is governed by Texas law and applicable U.S. federal law, without regard to conflict-of-law rules. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator in Dallas County, Texas, after 60 days of good-faith negotiation following written notice. The Federal Arbitration Act governs this Section. Claims must be brought only in a party's individual capacity, not in any class, consolidated or representative proceeding, and each party waives trial by jury. Either party may seek injunctive relief in the state or federal courts in Dallas County, Texas, to protect its intellectual property or confidential information, and Akea may sue in those courts to collect unpaid fees. To the extent permitted by law, any claim must be brought within two (2) years after it arises.

15. General

This Agreement, the Order, the Terms of Service, the Data Processing Addendum, the Acceptable Use Policy and the Product and Professional Disclaimers are the entire agreement on this subject. If they conflict, the order of precedence is: the Order, this Agreement, the Data Processing Addendum, then the other documents. Purchase-order terms of the Customer have no effect. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets. The parties are independent contractors. Akea may identify the Customer as a customer by name and logo unless the Customer opts out in writing. Notices must be in writing; notices to Akea go to info@akeahms.com with the subject "Legal Notice". Akea may update this Agreement for renewal terms with at least 30 days' notice.

Contact

Akea HMS LLC
Phone: +1-469-253-2467
Email: info@akeahms.com