Client Onboarding

This Platform Services Agreement (this "Agreement") is entered into as of the date of last signature below (the "Effective Date") by and between STR Guru LLC, a Colorado limited liability company with its principal office at 2675 South Abilene Street, Suite 200, Aurora, Colorado 80014 ("STR Guru"), and the client identified on Schedule A ("Client").

STR Guru provides technology enablement, not property management: it implements, configures, and supports an enterprise-grade software stack for Client, adds its own proprietary configurations, automations, templates, and expertise, and licenses Client access to the result. Certain components of that stack are licensed from third-party providers rather than owned by STR Guru. Client does not acquire ownership of any software, systems, automations, algorithms, workflows, templates, or other intellectual property.

01 PLATFORM SERVICES

1.1 The Platform. STR Guru provides a technology-enablement service for short-term-rental owners. STR Guru implements, configures, and supports a cloud-based operating environment built on an enterprise property-management system ("PMS") and dynamic-pricing software licensed from third-party providers (collectively, the "Third-Party Software"), together with STR Guru's proprietary configurations, automations, message templates, integrations, and know-how (collectively, the "Platform," and together with the services described below, the "Platform Services"). The Platform Services comprise revenue-management support, multi-channel distribution, guest-communication automation, payment-processor integrations, guest verification, damage-protection enrollment, artificial-intelligence tools, reporting and analytics, and related technology services.

1.2 Included Platform Services. Subject to payment of fees and compliance with this Agreement, for each property listed on Schedule A (each, a "Property") the Platform Services include:

(a) Distribution of the Property's listing to third-party booking channels for which the Property is eligible, and inclusion on STR Guru's direct-booking marketplace;

(b) Revenue-management technology and support as described in Section 6, including weekly pricing review and written recommendations;

(c) A unified guest-messaging inbox aggregating connected channels, AI-assisted draft replies, and automated messaging sequences;

(d) Automated post-stay review publication, as configured and approved by Client;

(e) Guest-verification tools, including identity capture and required acknowledgment of house rules and a guest rental agreement prior to check-in, where supported by the channel;

(f) Deployment of STR Guru's house-rules and guest rental-agreement templates;

(g) Enrollment of reservations in third-party damage-protection coverage (Section 7);

(h) Payment-processor integration support (Section 5);

(i) Lodging-tax configuration assistance on supported channels (not tax advice);

(j) Reporting, analytics dashboards, and a monthly performance report; and

(k) Initial onboarding and account build-out ("Onboarding"), including setup and configuration of the Third-Party Software for the Property, channel connections, listing import and configuration, and deployment of STR Guru's automations, message templates, and settings library, targeted for completion within one to three (1–3) business days of Client providing all required information and access; third-party approval timelines are outside STR Guru's control.

1.3 Channel Availability. Channel availability varies by market, property type, and third-party eligibility. STR Guru does not guarantee that any Property will be accepted by, or remain listed on, any particular channel.

1.4 Licensed Software. The Third-Party Software is licensed, not owned, by STR Guru, and its use is subject to the providers' own terms and fees, which may change; STR Guru does not control, and is not responsible for, the acts, omissions, or outages of any provider, and may substitute a functionally comparable provider at any time. The subscription cost of the Third-Party Software, as configured for the standard Platform Services, is included in the monthly platform fee; provider charges for features or usage outside that standard configuration, if requested by Client, are Client's responsibility and will be disclosed in advance. STR Guru may modify, replace, enhance, discontinue, or substitute components of the Platform in the ordinary course of business, provided the changes do not materially reduce the overall core functionality of the Platform Services during Client's then-current paid service period; Client does not have a contractual right to any particular underlying vendor unless Schedule A expressly states otherwise.

1.5 Client Access and Control. Upon completion of Onboarding, Client has full access to the Platform for the Property, including administrative access to settings, automations, message templates, pricing tools, and listings, and Client may review, modify, or override any of them at any time. This control is a core feature of the Platform Services. Changes made by Client, or by anyone acting for Client other than STR Guru ("Client Modifications"), are made at Client's own risk: STR Guru is not responsible for the consequences of Client Modifications — including lost bookings, double-bookings, pricing errors, channel or listing suspensions, broken automations, or tax-setting errors — and work to diagnose or repair the effects of Client Modifications is out-of-scope work under Section 2.4.

1.6 Client-Owned Accounts; Distribution Access. Booking-channel and other accounts opened or maintained in Client's own name (such as Client's existing Airbnb or Vrbo accounts) are "Client-Owned Accounts" and are and remain Client Assets (Section 13.1). Separately, certain channels and distribution opportunities are made available through STR Guru's enterprise PMS, master accounts and subaccounts, API and channel integrations, and distribution partnerships ("STR Guru Distribution Access"). Client owns all Client-Owned Accounts; STR Guru Distribution Access exists only during Client's authorized use of the Platform, is not independently transferable following termination unless the applicable third party permits the transfer, and does not give Client any ownership of STR Guru's master accounts, enterprise relationships, APIs, or distribution infrastructure.

1.7 Access to Connected Accounts. Client authorizes STR Guru and its authorized personnel, contractors, and technology providers to access, configure, synchronize, integrate with, and transmit information to and from Client's connected OTA, PMS, pricing, payment-processing, guest-verification, damage-protection, and other third-party accounts, solely as reasonably necessary to provide the Platform Services. Client represents and warrants that Client owns, controls, or otherwise has sufficient authority to grant that access. Technical access to, or configuration of, a payment-processing account does not mean STR Guru receives, possesses, controls, or transmits guest funds; it does not (Section 5).

02 SCOPE; SUPPORT; WHAT THE SERVICES ARE NOT

2.1 Technology Enablement, Not Property Management. The Platform Services are technology enablement: STR Guru implements and configures software, and provides technology, marketing, distribution, and revenue-management support services only. STR Guru is NOT a property manager and does not provide: (a) guest communication on Client's behalf (Client answers guests using the tools provided); (b) cleaning, housekeeping, or turnover services or scheduling; (c) maintenance, repairs, inspections, or vendor coordination; (d) physical or emergency response; or (e) legal, tax, or accounting advice. Client retains full operational control of, and responsibility for, the Property. STR Guru does not negotiate rental terms with prospective guests, select or approve guests on Client's behalf, independently accept or reject reservations, exercise possession or control over the Property, or exercise independent operational authority over the Property, and it does not receive, hold, or control guest booking funds (Section 5). Automated functions performed by the Platform or Third-Party Software under Client's configuration and authorization are technology functions and do not constitute STR Guru taking operational control of the Property.

2.2 No Guaranteed Results. STR Guru does not guarantee any level of occupancy, revenue, ranking, or reviews. Examples and projections are illustrations only.

2.3 Included Technology Support. The monthly platform fee includes technology support for the Platform Services: assistance with Platform functionality, configuration questions, channel-connection troubleshooting, and correction of errors in work performed by STR Guru, during STR Guru's normal business hours through its designated support channels. Technology support does not include property management or operations of any kind (Section 2.1).

2.4 Out-of-Scope Work. Work outside the standard scope of the Platform Services — including substantial custom configuration or development, re-Onboarding, diagnosis or repair of Client Modifications (Section 1.5), extended one-on-one consulting or training sessions, and other projects Client requests beyond ordinary technology support — is available at the consulting rate stated on Schedule A. STR Guru will identify work as out-of-scope and obtain Client's written approval of the applicable quote or rate before performing or charging for it.

03 CLIENT RESPONSIBILITIES; INSURANCE

3.1 Client Responsibilities. Client shall: (a) hold and maintain all licenses, permits, and registrations required to operate the Property as a short-term rental and comply with all applicable laws, HOA rules, channel terms, and platform policies; (b) provide accurate, complete Property and listing information and promptly update it; (c) respond to guest messages, manage guest relationships, and handle on-site and emergency matters; (d) arrange and manage its own cleaning, maintenance, and vendors; (e) provide and maintain access to accounts reasonably required to deliver the Platform Services; (f) establish and maintain any bank, merchant, and payment-processing accounts its channels require (Section 5); (g) honor all confirmed reservations; (h) monitor Platform alerts and notifications; (i) protect its login credentials and promptly notify STR Guru of any suspected unauthorized access; (j) review AI Output and automated workflows as provided in Section 8; and (k) remain responsible for lodging and other taxes, except amounts a channel independently collects and remits. STR Guru provides tax-configuration technology but does not provide legal, accounting, or tax advice.

3.2 Insurance. Client shall maintain property insurance appropriate for short-term rental use and commercial general liability (or equivalent landlord/STR liability) coverage of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, and shall provide evidence of coverage at onboarding and upon reasonable request. STR Guru's damage-protection program is supplemental and is not a substitute for Client's insurance.

04 FEES AND PAYMENT

4.1 Fees. Client shall pay the monthly platform fee and, where applicable under Section 12.1, the one-time onboarding fee stated on Schedule A (the "Onboarding Fee"), plus any approved out-of-scope charges under Section 2.4. The Onboarding Fee is waived where Client elects the 12-Month Commitment option under Section 12.1(b), and STR Guru may otherwise waive or modify the Onboarding Fee as stated on Schedule A (including for multi-property clients). Fees are per Property, payable monthly in advance by automatic payment method kept on file (the Onboarding Fee is payable at signing), and are non-refundable except as expressly provided herein; the Onboarding Fee is deemed earned upon completion of Onboarding. Client authorizes STR Guru to automatically charge Client's payment method on file for amounts Client owes STR Guru under this Agreement; this authorization covers only amounts owed to STR Guru and never extends to guest booking funds, which STR Guru does not receive or hold (Section 5).

4.2 Late Payment. Amounts not paid when due bear interest at 1.5% per month or the maximum lawful rate, whichever is less. STR Guru may suspend Platform Services for accounts more than fifteen (15) days past due after notice.

4.3 Fee Changes. Monthly platform fees are fixed during any Initial Term. For month-to-month service (including renewal periods after an Initial Term), fees may be adjusted on at least sixty (60) days' written notice.

4.4 Third-Party Costs. OTA commissions, platform guest fees, payment-processing costs on bookings, lodging taxes, and similar third-party charges are not STR Guru fees; they are charged by, and payable to, the applicable channel, processor, or taxing authority under Client's own arrangements with them.

4.5 Auto-Renewal Disclosures. Where required by applicable law, STR Guru will provide renewal notices and honor statutory cancellation methods for automatically renewing terms. As a uniform practice, STR Guru will send Client a renewal notice thirty (30) to forty-five (45) days before the end of the Initial Term describing the renewal terms and how to cancel; Client may cancel by written notice, including email to Info@strguru.com.

4.6 Collection Costs. If Client fails to pay undisputed amounts owed to STR Guru within ten (10) days after written notice of non-payment, Client shall reimburse STR Guru's reasonable costs of collecting those amounts, including reasonable attorneys' fees and collection-agency costs. This Section applies only to collection of amounts owed to STR Guru and does not create a general prevailing-party fee provision.

05 PAYMENT PROCESSOR INTEGRATIONS; CLIENT FINANCIAL ACCOUNTS

5.1 No Handling of Guest Funds. STR Guru does not receive, collect, hold, control, or transmit guest booking funds; does not act as merchant of record, payment facilitator, or payment-collection agent for Client's reservations; and does not operate escrow or trust accounts. Guest payments flow directly between guests, booking channels, and Client's own accounts: channels that act as merchant of record (such as Airbnb) collect and remit booking proceeds directly to Client under their own terms, and for channels that require owner-side processing, Client's own payment processor collects guest payments for settlement to Client's own bank account.

5.2 Client Financial Accounts. For channels that require owner-side processing, Client is solely responsible for establishing and maintaining its own bank account, merchant or payment-processor account, and related payment-processing relationships — including processor underwriting and approval, processor fees, chargebacks and payment disputes, reserves and holds, refunds, PCI and other processor requirements applicable to Client, reconciling deposits, and keeping banking information accurate and current.

5.3 Integration Support Only. STR Guru may provide technical assistance configuring and connecting payment-processor integrations with the Platform. That assistance is technical configuration only: STR Guru does not possess or control funds moving through Client's processor and assumes no responsibility for processor decisions, underwriting outcomes, banking delays, chargebacks, reserves, account freezes, processor outages, or settlement failures. Refunds required by a cancellation policy or channel ruling are issued through the applicable channel or Client's processor, not by STR Guru.

06 REVENUE MANAGEMENT SERVICES

6.1 Weekly Review; Recommendations; Client Decides. STR Guru's revenue team will review pricing and market conditions for each Property at least weekly and provide Client with pricing recommendations and periodic performance reporting, drawing on the dynamic-pricing software, market data, and STR Guru's experience. Client makes all final pricing decisions. Client may accept, reject, or modify any recommendation, and may request changes to nightly rates, minimum- and maximum-stay requirements, length-of-stay pricing, discounts and promotions, fees, and calendar availability at any time; STR Guru will configure, or cause the Platform to implement, Client-approved or Client-requested changes across connected channels within a commercially reasonable time.

6.2 Optional Automated Implementation. If Client elects automated pricing implementation on Schedule A (which Client may elect or revoke at any time by written notice, including email), Client authorizes the Platform to implement adjustments to nightly rates, minimum- and maximum-stay requirements, length-of-stay pricing, discounts and promotions, fees (including cleaning and pet fees where directed), and calendar availability rules across connected channels, automatically and on Client's behalf, within the parameters selected by Client at onboarding or updated by written instruction (the "Pricing Parameters"), which may include rate floors, rate ceilings, and blackout dates. STR Guru's role is to provide the technology and configuration support; Client may override any adjustment at any time, and adjustments implemented in good faith within the Pricing Parameters are not a breach of this Agreement. Any authority granted under this Section is limited to implementation, through the Platform, of Client-established Pricing Parameters and does not transfer operational control, possession, management authority, or independent decision-making authority concerning the Property to STR Guru.

6.3 Client Decisions; Outcomes. Whether or not Client elects automated implementation, pricing and revenue decisions are Client's business decisions. STR Guru does not guarantee any pricing outcome and is not liable for the results of recommendations Client follows or declines, of Client Modifications or Client's own pricing changes, or of adjustments implemented in good faith under elected automated implementation. Section 2.2 applies to all revenue-management technology and support.

07 DAMAGE PROTECTION

7.1 Third-Party Product. Damage-protection coverage available through the Platform is provided by the independent third-party provider identified on Schedule A, under that provider's terms, limits, exclusions, eligibility rules, and claims procedures, which may change. STR Guru is not an insurer, does not underwrite coverage, does not adjust claims, does not guarantee that any claim will be paid, and has no authority to bind the provider. Certain properties, reservations, channels, guests, losses, or circumstances may not qualify for coverage, and Client's sole recourse for coverage and claims decisions lies with the provider. Client acknowledges receipt of, or access to, the provider's current coverage summary as part of onboarding.

7.2 Claims; Not Insurance. Client is responsible for reporting claims promptly and providing the documentation the provider requires; failure to satisfy provider requirements may result in denial. Client bears any loss that exceeds, or is excluded from, coverage. Damage protection is supplemental only — it is not insurance provided by STR Guru and is not a substitute for the insurance Client must maintain under Section 3.2.

08 ARTIFICIAL INTELLIGENCE TOOLS; BETA FEATURES

8.1 AI Features. The Platform includes tools that generate output automatically using artificial intelligence, including suggested guest responses, automated communications, pricing recommendations, post-stay review drafts, and analytics ("AI Output").

8.2 Client Review and Responsibility. AI Output offered as an individual suggestion (such as a suggested guest reply) may contain errors, inaccuracies, or omissions and should be reviewed by Client before use. Client remains solely responsible for all communications sent to guests, all listing content, and all business, pricing, and operational decisions, whether or not based on AI Output. Client's approval of an automation, template, rule, or AI-enabled workflow constitutes authorization for subsequent automated use of that workflow, without individual review of each resulting communication or action, unless and until Client disables or modifies the automation; Client may modify or disable Client-controlled automations through the Platform where supported.

8.3 No Professional Advice. AI Output is not legal, financial, tax, or other professional advice, and STR Guru disclaims liability arising from use of AI Output that Client has not reviewed.

8.4 Beta Features. STR Guru may designate features as beta, preview, or early access. Beta features are provided without warranty of any kind, may be modified or withdrawn at any time, and may not be relied upon for business-critical purposes.

09 SERVICE AVAILABILITY; LIMITED WARRANTY

9.1 Availability. STR Guru will use commercially reasonable efforts to keep the Platform available but does not guarantee uninterrupted or error-free availability. The Platform may be unavailable due to maintenance and scheduled downtime, cloud-infrastructure failures, internet or utility outages, or failures, outages, or policy actions of third-party platforms and software providers. Unavailability of the Platform or of any third-party channel does not create liability of STR Guru and is not a basis for fee refunds except as required by law.

9.2 No Service-Level Agreement. Commercially reasonable efforts do not create a service-level agreement or guarantee any minimum uptime percentage or response time. STR Guru provides no uptime, service-level, or support-response commitment unless separately agreed in writing.

9.3 Limited Warranty. STR Guru warrants that the Platform Services will substantially conform to the descriptions in this Agreement. Client's sole and exclusive remedy for breach of this warranty is, at STR Guru's option, commercially reasonable efforts to correct the non-conformity or a pro-rata refund of prepaid fees for the non-conforming period.

10 CYBERSECURITY; DATA PROTECTION

10.1 Safeguards. STR Guru maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Client billing information, payment-processor integration information, owner and Client information, reservation data, and guest information, and requires its processors and vendors to do the same.

10.2 No Guarantee. No security measure is impenetrable. Provided STR Guru has maintained the safeguards described above, STR Guru is not liable for unauthorized access, hacking, or cyber-attacks beyond its reasonable control, subject to Section 15.

10.3 Breach Notification. If STR Guru becomes aware of a breach of security affecting Client's or Client's guests' personal information, STR Guru will notify Client without undue delay consistent with applicable law and legitimate law-enforcement needs, and will provide information reasonably necessary for Client to meet its own notification obligations.

10.4 Data Processing. The Platform processes owner and Client information, guest names and contact details, reservation information, guest-verification data, property information, communications, and account information. Client authorizes STR Guru and its third-party subprocessors to process this information solely as reasonably necessary to provide, secure, support, and improve the Platform Services, and as otherwise permitted by law and the Privacy Policy (Section 14.4). Where applicable data-protection law treats Client as a controller and STR Guru as a processor, STR Guru will process personal information consistent with this Agreement and Client's configuration, and the Parties will enter into STR Guru's standard data-processing addendum where such law requires one. Upon termination, Client account data is returned as provided in Section 12.5, and STR Guru may retain de-identified, aggregated data (Section 13.4) and records required for legal compliance.

11 ACCEPTABLE USE; SUSPENSION

11.1 Acceptable Use. Client shall not use the Platform to: violate any law or regulation; operate an unlicensed or prohibited rental; send spam or unlawful communications to guests; commit or facilitate fraud; abuse, probe, or overload APIs or systems; violate booking-platform policies; infringe intellectual-property rights; or misrepresent a Property or its availability.

11.2 Suspension. STR Guru may suspend Platform Services immediately and without prior notice where reasonably necessary to address suspected fraud, illegal rental activity, payment fraud, API or system abuse, risk to guests, or risk to STR Guru's platform relationships, followed by prompt notice to Client. Suspension does not toll Client's payment obligations where the suspension results from Client's breach.

12 TERM AND TERMINATION

12.1 Term. This Agreement begins on the Effective Date and continues according to the service option elected on Schedule A: (a) Month-to-Month — the Agreement continues month-to-month until either Party gives thirty (30) days' written notice, and Client pays the Onboarding Fee; or (b) 12-Month Commitment — the Onboarding Fee is waived, and the Agreement continues for an initial term of twelve (12) months from the first day of the first full billing month (the "Initial Term"), then renews month-to-month until either Party gives thirty (30) days' written notice. If no option is elected on Schedule A, option (a) applies.

12.2 Early Termination by Client. If Client elected the 12-Month Commitment and terminates this Agreement before the end of the Initial Term other than pursuant to Section 12.4 or Section 17, Client shall pay STR Guru the Onboarding Fee(s) that were waived for Client's Property or Properties, as reimbursement of STR Guru's onboarding and build-out investment. This amount is due within thirty (30) days of the effective date of termination, is in addition to accrued but unpaid fees through the termination date, and is the only early-termination charge under this Agreement — Client is not liable for the monthly fees that would have accrued for the remainder of the Initial Term. Clients on the Month-to-Month option may terminate at any time on thirty (30) days' written notice with no early-termination charge.

12.3 Termination by STR Guru. STR Guru may terminate for convenience on thirty (30) days' notice (with pro-rata refund of prepaid fees) or immediately for Client's material breach, non-payment, unlawful operation, or conduct described in Section 11.

12.4 Termination for Cause by Client. Client may terminate without early-termination charge if STR Guru materially breaches and fails to cure within thirty (30) days of written notice.

12.5 Effect of Termination. Upon termination: Client Assets (Section 13.1), including Client-Owned Accounts, remain Client's, and STR Guru Distribution Access ends as provided in Section 1.6; STR Guru will provide commercially reasonable transition assistance for up to thirty (30) days, during which it will, upon Client's written request, provide Client's account data — including future reservations, calendar information, and guest information — in a standard machine-readable format (such as CSV or JSON) at no additional cost (a reasonable fee may apply for custom formats or excessive volume); all access to STR Guru Assets and the Platform then ceases, and STR Guru is not required to continue Platform access beyond the transition period; and accrued fees remain payable. Sections 8, 10, 13, 14, 15, 16, and 18 survive termination.

12.6 Reservations After Termination. Termination does not cancel confirmed guest reservations. Client remains responsible for honoring them, for guest communications and property operations, and for establishing or maintaining whatever channel and payment-processing access is needed to service them, and Client is responsible for moving future reservations and other Client Assets to replacement systems where technically possible. Reservations remain subject to the policies of the channel through which they were made, and STR Guru does not guarantee that any third-party channel connection or STR Guru Distribution Access will remain available following termination. Post-termination refunds, chargebacks, and financial reconciliations are matters between Client, its guests, and the applicable channel or processor; STR Guru does not settle guest payments.

13 OWNERSHIP OF ACCOUNTS; INTELLECTUAL PROPERTY

13.1 Client Assets. The following are and remain Client's property ("Client Assets"): Client-Owned Accounts (Section 1.6), the listings and reviews associated with them, guest relationships, Client-supplied photos and descriptions, and Client account data.

13.2 STR Guru Assets. The following are and remain STR Guru's property ("STR Guru Assets"): the Platform; the STR Guru direct-booking marketplace and Client's presence on it; STR Guru's software and software configurations, PMS master accounts, subaccounts, and structures within STR Guru's systems; STR Guru Distribution Access and the enterprise relationships behind it; dashboards, workflows, and automations; pricing models and algorithms; AI prompts and models; message templates and sequences; house-rules and rental-agreement forms; checklists; reporting layouts; documentation; API integrations; custom configurations; and all related trade secrets and know-how, including improvements developed during the term, whether or not deployed for Client's Property. STR Guru Assets do not include the Third-Party Software itself, which remains the property of its licensors.

13.3 Limited License. Client receives a limited, non-exclusive, non-transferable license to use STR Guru Assets solely during the term and solely in connection with the Property. Client shall not copy, distribute, reverse-engineer, or reuse STR Guru Assets after termination, including template agreements, house rules, and message sequences. Nothing in this Agreement transfers ownership of any STR Guru Asset.

13.4 Data. STR Guru may use de-identified, aggregated performance data to operate, benchmark, and improve the Platform.

13.5 Feedback. If Client provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform, STR Guru may use, modify, and incorporate such feedback without restriction, attribution, or compensation.

14 CONFIDENTIAL INFORMATION

14.1 Definition. "Confidential Information" means non-public information disclosed by either Party, including financial information, software and system details, pricing and pricing strategy, guest personal information, owner and Client personal information, API and login credentials, business processes, and trade secrets.

14.2 Obligations. Each Party shall use the other's Confidential Information solely to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and service providers with a need to know who are bound by comparable obligations, or as required by law with prompt notice where permitted. Guest personal information shall be handled in accordance with applicable privacy laws and platform policies.

14.3 Duration. These obligations survive for three (3) years after termination, and indefinitely for trade secrets and credentials.

14.4 Privacy Policy. Client acknowledges that STR Guru's Privacy Policy, as amended from time to time and published on STR Guru's website, is incorporated into this Agreement by reference and governs the collection, use, storage, and disclosure of personal information processed through the Platform.

15 LIMITATION OF LIABILITY; DISCLAIMER

15.1 Exclusion of Consequential Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 General Liability Cap. STR GURU'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CLIENT TO STR GURU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

15.3 Exceptions. SECTIONS 15.1 AND 15.2 DO NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. FOR BREACH OF SECTION 10 (CYBERSECURITY; DATA PROTECTION) OR SECTION 14 (CONFIDENTIAL INFORMATION), STR GURU'S AGGREGATE LIABILITY SHALL NOT EXCEED TWO (2) TIMES THE CAP IN SECTION 15.2.

15.4 Third-Party and Market Events. WITHOUT LIMITING THE FOREGOING, STR GURU IS NOT LIABLE FOR: ACTS, OMISSIONS, OUTAGES, POLICY ACTIONS, DECISIONS, OR FEES OF THIRD-PARTY BOOKING CHANNELS (INCLUDING AIRBNB, VRBO, BOOKING.COM, AND GOOGLE TRAVEL), THIRD-PARTY SOFTWARE PROVIDERS, PAYMENT PROCESSORS, OR DAMAGE-PROTECTION PROVIDERS; LOSS OF BOOKINGS, REVIEWS, OR RATINGS; SUSPENSION, DELISTING, ALGORITHM, SEARCH-RANKING, OR POLICY CHANGES; MARKET OR DEMAND CHANGES; WEATHER OR TRAVEL DISRUPTIONS; GOVERNMENT ACTIONS; CONSEQUENCES OF CLIENT MODIFICATIONS (SECTION 1.5); OR CLIENT'S PRICING AND OTHER BUSINESS DECISIONS, WHETHER OR NOT BASED ON STR GURU'S RECOMMENDATIONS.

15.5 As Is. THE PLATFORM SERVICES ARE PROVIDED "AS IS." STR GURU DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.3.

16 INDEMNIFICATION

Client shall defend, indemnify, and hold harmless STR Guru from third-party claims arising out of the condition or operation of the Property, guest injuries or disputes, Client's breach of law or this Agreement, or content Client supplies. STR Guru shall defend, indemnify, and hold harmless Client against third-party claims that STR Guru's own systems infringe intellectual-property rights, and claims arising from STR Guru's gross negligence or willful misconduct. The indemnifying Party will control the defense and settlement of any claim it is indemnifying, provided any settlement imposing obligations on the other Party requires that Party's consent.

17 FORCE MAJEURE

Neither Party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war or terrorism, labor disputes, power failures, cloud-infrastructure outages, internet or telecommunications outages, failures or outages of third-party booking platforms or software providers, platform policy actions or suspensions, government shutdowns, and governmental orders. If a force-majeure event prevents material performance for more than sixty (60) consecutive days, either Party may terminate on written notice without early-termination charge, with fees prorated to the date of termination.

18 GENERAL

18.1 Independent Contractor; No Other Relationship. STR Guru is an independent contractor. Nothing in this Agreement creates any agency, fiduciary duty, property-management relationship, real-estate brokerage relationship, partnership, joint venture, employment, or trust relationship, and no real-estate brokerage services are provided under this Agreement. STR Guru is not a bank, money transmitter, escrow agent, or trustee, and does not receive, hold, or transmit guest funds.

18.2 Dispute Resolution. The Parties will first attempt good-faith mediation in Arapahoe County, Colorado; unresolved disputes shall be resolved in the state or federal courts located in Arapahoe County, Colorado, and each Party consents to that venue. This Agreement is governed by Colorado law.

JURY-TRIAL AND CLASS-ACTION WAIVER: EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES THAT DISPUTES WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, TO THE EXTENT PERMITTED BY LAW.

18.3 Entire Agreement; Amendment; Assignment. This Agreement (including Schedule A) is the entire agreement and supersedes prior discussions; amendments must be in a writing signed by both Parties; Client may not assign without STR Guru's consent (not unreasonably withheld); STR Guru may assign to a successor in interest.

18.4 Notices; Severability; Waiver; Counterparts. Notices go to the addresses on Schedule A (email sufficient); invalid provisions are severed; waivers must be written; electronic signatures and counterparts are effective.

18.5 Electronic Communications. Client consents to receive notices, invoices, statements, renewal notices, service communications, and other communications under this Agreement electronically, including by email to the address on Schedule A and through the Platform.

18.6 Publicity. STR Guru may identify Client by name and logo in customer lists and marketing materials, subject to Client's confidentiality rights; any specific quote, testimonial, or case study requires Client's prior approval. Client may opt out of this Section by written notice.

Schedule A — Client, Property, and Fees — is completed from the details you entered in Step 1 and shown above this agreement. Your electronic signature executes this Agreement including Schedule A; STR Guru countersigns upon receipt, and a fully executed copy will be emailed to you.