Terms of Service

Introduction and Acceptance

Welcome to Propeter. These Terms of Service ("Terms" or "Agreement") form a legally binding contract between Propeter ("Propeter," "we," "us," or "our"), a company incorporated and operating under the laws of India, and the entity that subscribes to or accesses the Propeter platform ("Client," "you," or "your").

Propeter operates an AI Hotel Operating System comprising 15+ microservices delivering AI-driven revenue management, intelligent rate engine, direct booking engine, guest loyalty and gamification, competitive intelligence, mobile guest app, accounting integrations, and social analytics CRM capabilities to hotel operators and hospitality businesses globally.

1.1 Acceptance of Terms

By accessing, registering for, or using the Propeter platform or any of its Services, you confirm that:

• You have read, understood, and agree to be bound by these Terms in their entirety;
• You are entering into this Agreement on behalf of the hotel entity, company, or organization you represent;
• You have the legal authority to bind that entity to these Terms; and
• Your use of the Services is for legitimate hotel operations management purposes in accordance with these Terms.

1.2 Authorized Representative Warranty

By accepting these Terms, you warrant that you are duly authorized to execute this Agreement on behalf of the Client entity. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

1.3 Effective Date and Version

These Terms are effective from the date you first access or use the Propeter platform, or the date of the applicable Order Form or Subscription confirmation, whichever is earlier. The version of these Terms currently published at propeter.com/terms-of-service governs your use of the Services. The date of the most recent update is indicated at the top of this document.

1.4 Relationship to Other Agreements

These Terms form part of a broader agreement that may include an Order Form, a Data Processing Agreement (DPA), and Propeter's Privacy Policy. In the event of any conflict between these Terms and a separately executed Order Form or enterprise agreement, the Order Form or enterprise agreement shall take precedence to the extent of the conflict.

Definitions

In these Terms, the following words and expressions shall have the meanings set out below. Defined terms may appear in singular or plural depending on context.

Services

3.1 Description of Services

Propeter provides the following services through its AI Hotel Operating System platform, subject to the Subscription plan selected by Client:

• AI Revenue Management: A 6-agent AI orchestration system delivering intelligent pricing recommendations, demand forecasting (up to 90-day horizon), occupancy optimization, and revenue strategy automation, designed to improve RevPAR by 18–25%.
• Intelligent Rate Engine: A 13-stage rate calculation engine that applies dynamic pricing logic incorporating length-of-stay (LOS) controls, minimum stay restrictions, lead-time pricing, segment differentiation, promotion rules, and real-time market signals — with rate recalculation in under 200ms.
• Direct Booking Engine: A customizable, white-label booking engine integrated into the Client's website to drive commission-free direct reservations, with support for promotional rates, loyalty pricing, and upsell modules.
• Guest Loyalty & Gamification: A configurable guest loyalty programme with points, tiers, badges, and gamification mechanics designed to increase repeat bookings, guest engagement, and lifetime value.
• Competitive Intelligence: Real-time and historical competitor rate monitoring and market positioning analytics, powered by integrations with Lighthouse, OTA data feeds, and proprietary market signal processing.
• Mobile Guest App: A white-label mobile application for iOS and Android enabling in-stay guest engagement, mobile check-in/out, service requests, loyalty programme access, and communication.
• Xero Accounting Integration: Automated synchronization of reservation revenue, invoices, payments, and financial data between Propeter and the Client's Xero accounting system.
• Social Analytics CRM: A marketing CRM and social analytics module enabling guest segmentation, social media performance monitoring, automated communication campaigns via email and SMS, and review management.

Additional services, integrations (including Booking.com, Expedia, SendGrid, Twilio, Firebase, Windcave/Qvalent, and mkng360.com), and modules may be available as add-ons or as part of specified Subscription plans.

3.2 Service Availability

Propeter targets the following uptime commitments for the Platform:

Uptime is calculated as: (Total Minutes in Month − Downtime Minutes) / Total Minutes in Month × 100. Downtime excludes: (a) scheduled maintenance windows communicated at least 48 hours in advance; (b) emergency maintenance required to address security vulnerabilities; (c) downtime caused by Client's actions, configurations, or third-party integrations outside Propeter's control; (d) force majeure events; or (e) internet connectivity issues not within Propeter's infrastructure.

Propeter will endeavor to perform scheduled maintenance during low-traffic hours (typically between 02:00–06:00 UTC) and will provide advance notice via email or in-platform notification. Service credits for failure to meet SLA targets are available to Enterprise Clients as specified in their enterprise agreement.

3.3 Service Changes

Propeter continuously develops and improves the Platform. We reserve the right to:

• Add new features or modules, which may be made available at no additional cost or offered as paid add-ons;
• Modify existing features to improve functionality, security, or performance;
• Discontinue or significantly change features with at least 30 days' written notice for material changes that materially reduce the functionality of subscribed Services.

Where Propeter discontinues a Service feature that was a core component of Client's subscribed plan, Propeter will offer a reasonable alternative or a pro-rated refund for the affected subscription period.

3.4 Beta Features

Propeter may make available, from time to time, features, functionalities, or integrations designated as "Beta," "Preview," "Early Access," or similar designations. Beta features:

• Are made available on an "as-is" basis without warranty of any kind;
• Are not covered by the uptime SLA commitments in Section 3.2;
• May be modified, suspended, or discontinued at any time without notice;
• Should not be relied upon for critical business operations;
• May be subject to separate terms of use presented at the time of access.

Client participation in Beta features is entirely voluntary. Feedback provided regarding Beta features may be used by Propeter to improve the Platform without any obligation to Client.

Subscriptions and Billing

4.1 Subscription Plans

Propeter offers the following subscription tiers. The specific features, limitations, and pricing applicable to each tier are as set out in the current pricing page at propeter.com and/or the applicable Order Form:

The features included in each plan are described on Propeter's website and in the applicable Order Form. Propeter reserves the right to modify plan features and pricing as described in Sections 4.5 and 3.3.

4.2 Fees

Fees for Propeter Services are structured as follows:

• Subscription Fees: Charged on a per-room, per-month basis for the applicable plan tier, billed monthly or annually as selected at signup;
• One-Time Setup Fees: A non-refundable onboarding and configuration fee may be charged at commencement of the Subscription, as specified in the Order Form;
• Add-On Fees: Additional charges may apply for optional modules, increased API usage limits, additional properties, or premium integrations, as specified in the Order Form or at the time of activation.

All Fees are stated in the currency set out in the Order Form or selected at signup (AUD, USD, EUR, or INR). Propeter reserves the right to charge in a different currency with reasonable notice.

4.3 Payment Terms

Invoices issued by Propeter are due and payable within 14 calendar days of the invoice date, unless otherwise specified in the Order Form. Client authorizes Propeter to charge the payment method on file in accordance with the agreed billing cycle. For annually billed Subscriptions, the full annual fee is due upon commencement of the subscription term or renewal, unless a different payment schedule is agreed in the Order Form.

4.4 Auto-Renewal

Subscriptions automatically renew at the end of each subscription term unless Client provides written notice of non-renewal to hello@propeter.com at least 30 days before the renewal date. For annual Subscriptions, auto-renewal occurs at the then-current annual rate unless a new Order Form is agreed. Propeter will send a renewal reminder no fewer than 45 days before the renewal date for annual plans.

4.5 Price Changes

Propeter may change the Fees applicable to Subscriptions by providing at least 60 days' written notice prior to the effective date of any price increase. Price changes take effect at the next renewal date following the expiry of the 60-day notice period. If Client does not agree with a price change, Client may terminate the Subscription before the effective date of the price change in accordance with Section 12.2 and receive a pro-rated refund for any pre-paid period beyond the termination date.

4.6 Late Payment

If any undisputed amounts are not paid by Client by the due date, Propeter reserves the right to:

• Charge interest on overdue amounts at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of payment;
• Suspend Client's access to the Platform (with 7 days' written notice) until all outstanding amounts are paid in full;
• Terminate the Subscription for non-payment in accordance with Section 12.3.

Client shall not withhold or set off any amounts owed to Propeter against amounts Client claims are owed to it, unless such right of set-off has been agreed in writing by Propeter. Disputes regarding invoiced amounts must be raised within 14 days of the invoice date.

4.7 Taxes

All Fees are exclusive of applicable taxes unless expressly stated otherwise. Client is solely responsible for determining and paying all applicable taxes, duties, levies, and other governmental charges in their jurisdiction, including but not limited to:

• Australia: GST (Goods and Services Tax) at the prevailing rate;
• United States: Applicable state and local sales taxes;
• European Union: VAT (Value Added Tax) at applicable rates; EU Clients with a valid VAT registration number may provide their VAT number for reverse-charge treatment;
• India: GST as applicable under Indian tax law.

Propeter will issue valid tax invoices where required by law. If Propeter is required to collect taxes on behalf of a jurisdiction, such taxes will be added to the invoice. Where a Client provides a valid tax exemption certificate or registration number, Propeter will apply the appropriate exemption prospectively.

4.8 Refunds

• Setup Fees: One-time onboarding and setup fees are non-refundable under all circumstances, as they represent the cost of services already rendered;
• Monthly Subscriptions: No refund is available for partial months. Cancellation takes effect at the end of the current billing month;
• Annual Subscriptions — First 30 Days: If Client cancels an annual Subscription within the first 30 days of the initial term, Client is entitled to a pro-rated refund for the unused portion of the annual fee, less any setup fees already paid;
• Annual Subscriptions — After 30 Days: Pro-rated refunds for the remaining unused annual subscription period may be provided at Propeter's discretion upon termination for cause by Client or termination for convenience by Propeter with less than 60 days' notice;
• Termination for Cause by Client: Where Client terminates due to Propeter's material, uncured breach, Client is entitled to a pro-rated refund of pre-paid Fees for the period following termination.

Client Obligations

5.1 Account Registration and Security

Client shall:

• Provide accurate, current, and complete information during the account registration process and keep such information updated throughout the Subscription term;
• Maintain the security and confidentiality of all account credentials, API keys, and access tokens;
• Implement appropriate access controls to limit Platform access to authorized Users only;
• Notify Propeter promptly (and in any event within 48 hours) upon becoming aware of any unauthorized access to, or use of, Client's account or credentials;
• Ensure that each User has a unique login credential and that credential sharing among multiple individuals is prohibited;
• Be responsible for all activities that occur under Client's account, whether or not authorized by Client.

5.2 Authorized Use

The Propeter platform is licensed to Client solely for the purpose of managing Client's hotel operations, including revenue management, guest engagement, direct booking, competitive monitoring, and related hospitality management functions. Client shall not use the Platform for any purpose other than its own internal hotel operations management without Propeter's prior written consent.

5.3 Acceptable Use Policy

Client agrees that it shall not, and shall ensure its Users do not:

• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations;
• Attempt to gain unauthorized access to any part of the Platform, other clients' data, or Propeter's internal systems;
• Scrape, crawl, harvest, or systematically extract data from the Platform using automated means beyond what is permitted by Propeter's published API;
• Resell, sublicense, or make the Platform available to any third party, whether as a bureau service or otherwise, without Propeter's written consent;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Platform, including algorithms, ML models, or rate engine logic;
• Introduce or transmit any virus, malware, ransomware, trojan horse, or other malicious code into the Platform;
• Conduct or participate in any denial-of-service (DDoS) attacks or attempts to overload, disable, or impair the Platform's infrastructure;
• Use the Platform to infringe the intellectual property rights of any third party;
• Use the Platform to send unsolicited commercial communications in violation of applicable laws;
• Attempt to circumvent, disable, or interfere with any security features or access controls of the Platform;
• Use the Platform to collect or process Guest Data beyond the scope permitted by applicable data protection laws and these Terms.

5.4 Client Responsibility for Users

Client is fully responsible for all actions, omissions, and conduct of its Users in connection with the Platform. Client shall ensure that all Users are made aware of, and comply with, these Terms and Propeter's Acceptable Use Policy. Any breach of these Terms by a User shall be deemed a breach by Client. Client shall promptly revoke access for any User who is no longer authorized or who has breached these Terms.

5.5 Integration Responsibilities

Where Client uses the Platform in conjunction with third-party services and platforms (including Xero, Booking.com, Expedia, Twilio, Firebase, Windcave/Qvalent, Lighthouse, or mkng360.com), Client is solely responsible for:

• Maintaining valid licenses, accounts, and subscriptions for all third-party services used in conjunction with the Platform;
• Ensuring that all third-party integration configurations are accurate and comply with the respective third-party's terms of service;
• Any additional costs incurred through third-party services as a result of Client's use of Propeter integrations;
• Obtaining all necessary consents and permissions required by third-party services prior to integration;
• Compliance with any API usage limits or restrictions imposed by third-party services.

Propeter is not responsible for any failure, interruption, or change in third-party services that affects the operation of integrations, and such events do not constitute a breach of Propeter's SLA obligations.

5.6 Data Accuracy

Client is solely responsible for the accuracy, completeness, legality, and appropriateness of all Client Data and Guest Data entered into or processed through the Platform. This includes, without limitation, room inventory configurations, pricing rules, guest records, property details, and any other data used to drive the Platform's recommendations and outputs. The quality and accuracy of AI-generated recommendations and rate engine outputs is directly dependent on the quality of data provided by Client. Propeter shall not be liable for any incorrect, suboptimal, or harmful outcomes resulting from inaccurate, incomplete, or misleading data provided by Client.

Intellectual Property

6.1 Propeter Intellectual Property

Propeter and its licensors own and retain all right, title, and interest in and to the Platform and all related Intellectual Property, including without limitation:

• The Propeter software, source code, object code, and all modifications, enhancements, and derivative works thereof;
• The 6-agent AI Revenue Management orchestration system and all underlying AI and machine learning models;
• The 13-stage intelligent Rate Engine and all pricing algorithms and logic;
• All demand forecasting models, competitive intelligence algorithms, and analytical methodologies;
• The Platform's architecture, database schemas, API design, and technical documentation;
• The Propeter brand, trademarks, service marks, trade names, logos, and domain names;
• All documentation, training materials, and related content created by Propeter.

Nothing in these Terms transfers any ownership of Propeter's Intellectual Property to Client. Client's rights to use the Platform are strictly limited to the license granted in Section 6.3.

6.2 Client Intellectual Property

Client retains all right, title, and interest in and to Client Data and Guest Data. Nothing in these Terms grants Propeter any ownership interest in Client Data or Guest Data. Client represents and warrants that it has all rights, licenses, and consents necessary to provide Client Data and Guest Data to Propeter for processing under these Terms and the applicable Privacy Policy and DPA.

6.3 License to Client

Subject to Client's compliance with these Terms and timely payment of all applicable Fees, Propeter grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription term to:

• Access and use the Platform solely for Client's internal hotel operations management purposes;
• Allow authorized Users to access and use the Platform in accordance with these Terms;
• Access Propeter's APIs solely to integrate the Platform with Client's authorized systems and third-party services in accordance with Propeter's API documentation.

This license does not include the right to copy, modify, distribute, sell, sublicense, or commercially exploit any portion of the Platform.

6.4 License to Propeter

Client grants Propeter a non-exclusive, worldwide, royalty-free license to access, store, process, use, and transmit Client Data and Guest Data solely to the extent necessary to:

• Provide the Services and operate the Platform;
• Perform technical support, maintenance, and security operations;
• Comply with applicable legal obligations;
• Generate anonymized, aggregated insights as described in Section 6.5.

6.5 Aggregate and Anonymized Data

Propeter may collect, generate, and use aggregate, anonymized, and de-identified data derived from Client Data, Guest Data, and Platform usage data for the purpose of:

• Improving, training, and enhancing the Platform's AI models and algorithms;
• Developing industry benchmarks, market reports, and aggregate analytics;
• Product development and research.

6.6 Feedback

If Client or any of its Users provides feedback, suggestions, or recommendations regarding the Platform ("Feedback"), Client grants Propeter a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without any obligation or compensation to Client.

Data and Privacy

7.1 Data Processing Roles

For the purposes of applicable data protection laws, the parties acknowledge and agree that:

• Client is the Data Controller (or equivalent under applicable law) in respect of Guest Data — Client determines the purposes and means of collecting and processing Guest Data;
• Propeter is the Data Processor (or equivalent) in respect of Guest Data — Propeter processes Guest Data solely on Client's instructions and for the purposes of providing the Services;
• Propeter may be an independent Data Controller in respect of certain Platform usage data and data processed for Propeter's own purposes (such as account management, billing, and legal compliance).

7.2 Privacy Policy

Client's use of the Platform is also governed by Propeter's Privacy Policy, available at propeter.com/privacy-policy, which is incorporated into these Terms by reference. The Privacy Policy describes how Propeter collects, uses, stores, and protects data in connection with the Platform.

7.3 Data Processing Agreement (DPA)

Enterprise Clients and all Clients established in or primarily serving guests located in the European Union, United Kingdom, European Economic Area, or Australia are required to execute a separate Data Processing Agreement (DPA) with Propeter prior to, or concurrent with, commencing their Subscription. The DPA governs the specific obligations and rights of each party in connection with the processing of personal data and supplements these Terms. To request a DPA, please contact legal@propeter.com.

7.4 GDPR — European Union and United Kingdom Clients

For Clients established in the European Union or United Kingdom, or Clients whose Guest Data includes personal data of EU/UK residents:

• Propeter commits to processing personal data in compliance with Regulation (EU) 2016/679 (General Data Protection Regulation — "GDPR") and, where applicable, the UK GDPR;
• Propeter will only process personal data on Client's documented instructions as set out in the DPA;
• Where Propeter transfers personal data outside the EU/UK, it will ensure appropriate safeguards are in place (including EU Standard Contractual Clauses or adequacy decisions);
• Propeter maintains a current list of authorized sub-processors and will notify Client of material changes with at least 30 days' notice;
• Propeter will assist Client in fulfilling data subject rights requests (access, erasure, portability, rectification, objection) to the extent technically feasible.

7.5 Australian Privacy Act — Australian Clients

For Clients established in Australia or processing personal information of Australian residents:

• Propeter complies with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth) in connection with its handling of personal information;
• Propeter will not use or disclose personal information for purposes other than those described in these Terms, the DPA, and the Privacy Policy;
• In the event of an eligible data breach under the Notifiable Data Breaches (NDB) scheme, Propeter will notify Client and, where required, the Office of the Australian Information Commissioner (OAIC) in accordance with Part IIIC of the Privacy Act 1988;
• Client, as the APP entity responsible for Guest Data, remains primarily responsible for compliance with the APPs in its collection and use of guest personal information.

7.6 CCPA — California Clients

For Clients whose guests include California residents whose personal information is subject to the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA):

• Propeter acts as a "Service Provider" (as defined under CCPA) and processes personal information solely on behalf of Client for the purposes specified in these Terms and the applicable DPA;
• Propeter does not "sell" or "share" personal information (as those terms are defined under CCPA) of Client's guests to any third party for the Service Provider's own commercial purposes;
• Propeter will assist Client in responding to verifiable consumer requests under the CCPA to the extent technically feasible and as described in the DPA.

7.7 India DPDP Act

The processing of personal data by Propeter in connection with the Platform is subject to India's Digital Personal Data Protection Act 2023 (DPDP Act). In this context:

• Propeter, as a Data Fiduciary in respect of certain personal data it collects for its own purposes, will comply with the DPDP Act and applicable rules thereunder;
• Where Propeter acts as a Data Processor (or "Data Processor" as defined under the DPDP Act) on behalf of Client, it will process personal data only on Client's instructions and in accordance with the DPDP Act;
• Propeter will implement reasonable security safeguards to protect personal data against breaches as required under the DPDP Act.

7.8 Data Security

Propeter maintains appropriate technical, organizational, and administrative security measures designed to protect Client Data and Guest Data against unauthorized access, disclosure, alteration, loss, or destruction. These measures include, without limitation:

• Encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent);
• Role-based access controls and principle of least-privilege access for Propeter personnel;
• Regular security assessments, penetration testing, and vulnerability scanning;
• Secure software development lifecycle (SDLC) practices;
• Business continuity and disaster recovery planning.

While Propeter takes commercially reasonable measures to secure the Platform, no system can guarantee absolute security. Client is responsible for maintaining appropriate security measures on its own systems and for all data transmitted to the Platform from Client's environment.

7.9 Data Breach Notification

In the event that Propeter becomes aware of a confirmed or reasonably suspected security breach that has resulted in, or is likely to result in, unauthorized access to, disclosure of, or loss of Client Data or Guest Data, Propeter will:

• Notify Client in writing within 72 hours of becoming aware of such a breach, to the extent practicable;
• Provide such information as is reasonably available regarding the nature, scope, and potential impact of the breach;
• Take prompt steps to investigate, contain, and remediate the breach;
• Cooperate with Client in any notification obligations Client may have to affected individuals or regulatory authorities under applicable law.

Confidentiality

8.1 Mutual Confidentiality Obligations

Each party (as a "Receiving Party") agrees to hold in strict confidence all Confidential Information of the other party (the "Disclosing Party") and to:

• Use Confidential Information solely for the purposes of exercising its rights and fulfilling its obligations under this Agreement;
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under Section 8.2;
• Limit access to Confidential Information to those of its employees, contractors, and advisors who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set out herein;
• Take all reasonable precautions to protect the Confidential Information from unauthorized disclosure, using at least the same degree of care as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

8.2 Exceptions to Confidentiality

The confidentiality obligations in Section 8.1 do not apply to information that the Receiving Party can demonstrate:

• Is or becomes publicly available through no act or omission of the Receiving Party;
• Was rightfully in the Receiving Party's possession prior to its disclosure by the Disclosing Party, without restriction on disclosure;
• Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• Is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate relief.

8.3 Return or Destruction of Confidential Information

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control (including copies thereof), except to the extent retention is required by applicable law or regulation.

8.4 Survival of Confidentiality Obligations

Representations and Warranties

9.1 Representations and Warranties by Propeter

Propeter represents and warrants to Client that:

• It has the full right, power, and authority to enter into and perform this Agreement;
• The Platform will perform substantially in accordance with the documentation and service descriptions provided by Propeter during the Subscription term under normal use conditions;
• It owns or has validly licensed all Intellectual Property incorporated into the Platform;
• The Platform, as of the Effective Date, does not knowingly infringe the intellectual property rights of any third party;
• It will comply with all applicable laws and regulations in its provision of the Services, including applicable data protection laws;
• It will maintain commercially reasonable security measures as described in Section 7.8.

9.2 Representations and Warranties by Client

Client represents and warrants to Propeter that:

• It has the full right, power, and authority to enter into and perform this Agreement, and the individual accepting these Terms is duly authorized to do so on Client's behalf;
• All Guest Data and Client Data entered into the Platform has been lawfully collected, and Client has all necessary rights, consents, and permissions to provide such data to Propeter for processing under this Agreement;
• Client's use of the Platform will comply with all applicable laws and regulations, including data protection laws applicable in Client's jurisdiction(s);
• Client will maintain all third-party licenses and accounts necessary to support the integrations Client uses in conjunction with the Platform;
• The information provided to Propeter during registration and in all Order Forms is accurate and not misleading.

9.3 Disclaimer of Warranties

Except as expressly set out in Section 9.1, the Platform and all Services are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. To the maximum extent permitted by applicable law, Propeter expressly disclaims:

• All implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title;
• Any warranty that the Platform will be uninterrupted, error-free, or completely secure at all times;
• Any warranty regarding the accuracy or reliability of any AI-generated recommendations, rate suggestions, demand forecasts, or competitive intelligence outputs produced by the Platform.

Limitation of Liability

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, punitive, exemplary, or consequential damages arising out of or related to this Agreement or the use of the Platform, including but not limited to:

• Loss of profits, revenue, or business;
• Loss of data or cost of data recovery;
• Loss of goodwill or reputation;
• Cost of substitute services;
• Lost bookings or reservation revenue;
• Business interruption losses.

This exclusion applies even if the party has been advised of the possibility of such damages and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

10.2 Cap on Liability

10.3 Essential Basis of the Agreement

Client acknowledges that the limitations of liability set out in this Section 10 reflect a reasonable allocation of risk between the parties, are fundamental to the commercial basis of this Agreement, and that Propeter would not have entered into this Agreement without such limitations. The pricing of the Services reflects these risk allocations.

10.4 Exceptions to Limitations

Notwithstanding Sections 10.1 and 10.2, the limitations and exclusions of liability in this Section do not apply to:

• Liability for death or personal injury caused by a party's negligence;
• Liability for fraud or fraudulent misrepresentation;
• Liability arising from gross negligence or willful misconduct;
• Liability arising from a data breach or unauthorized disclosure of personal data caused by Propeter's failure to maintain the security measures described in Section 7.8;
• Liability for infringement of the other party's intellectual property rights;
• Any liability that cannot be excluded or limited by applicable law.

10.5 Mitigation

Each party has a duty to take reasonable steps to mitigate any loss or damage it suffers or is likely to suffer in connection with any breach of this Agreement by the other party.

Indemnification

11.1 Indemnification by Client

Client shall defend, indemnify, and hold harmless Propeter and its officers, directors, employees, agents, contractors, and affiliates from and against any and all third-party claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Any allegation that Client Data or Guest Data, or Propeter's authorized processing of such data on Client's behalf, infringes or misappropriates any third party's intellectual property rights or violates applicable privacy laws;
• Client's breach of any representation, warranty, or obligation under these Terms;
• Client's or its Users' use of the Platform in violation of applicable laws, regulations, or these Terms;
• Any claim by a guest or third party arising from Client's collection, use, or handling of Guest Data;
• Client's integration configurations or use of third-party services in connection with the Platform.

11.2 Indemnification by Propeter

Propeter shall defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against any and all third-party claims, actions, and proceedings alleging that the Propeter Platform itself (excluding Client Data, Guest Data, and any third-party integrations) infringes or misappropriates any intellectual property right of a third party, provided that:

• Client promptly notifies Propeter in writing of such claim upon becoming aware of it;
• Client grants Propeter sole control over the defense and settlement of such claim;
• Client provides Propeter with reasonable cooperation and assistance in defending the claim at Propeter's expense.

If the Platform becomes, or in Propeter's opinion is likely to become, the subject of an infringement claim, Propeter may, at its sole option and expense: (a) procure for Client the right to continue using the Platform; (b) modify the Platform to make it non-infringing; or (c) terminate Client's Subscription and refund any pre-paid Fees for the unexpired term.

11.3 Indemnification Procedure

The party seeking indemnification ("Indemnified Party") shall:

• Promptly notify the indemnifying party ("Indemnifying Party") in writing of any claim for which indemnification is sought, providing reasonable detail of the claim;
• Grant the Indemnifying Party sole control over the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim in a manner that imposes any obligation, liability, or admission on the Indemnified Party without the Indemnified Party's prior written consent;
• Provide the Indemnifying Party with reasonable cooperation and assistance in connection with the defense and settlement of such claim.

Failure to provide timely notice may relieve the Indemnifying Party of its indemnification obligations only to the extent that such failure prejudices the Indemnifying Party's ability to defend the claim.

Term and Termination

12.1 Term

This Agreement commences on the Effective Date and continues for the initial subscription term selected by Client at signup (monthly or annual), and thereafter automatically renews in accordance with Section 4.4, unless earlier terminated in accordance with this Section 12.

12.2 Termination by Client

• Monthly Subscriptions: Client may terminate its monthly Subscription by providing at least 30 days' written notice to Propeter prior to the desired termination date. The Subscription will remain active until the end of the then-current billing month;
• Annual Subscriptions: Client may terminate an annual Subscription by providing written notice of non-renewal at least 30 days before the end of the current annual term. Mid-term termination of annual plans is not available except in the circumstances described in Section 12.3 (termination for cause) or Section 4.5 (price changes);
• Termination for Propeter's Material Breach: Client may terminate this Agreement immediately upon written notice if Propeter commits a material breach of this Agreement that Propeter fails to remedy within 30 days of receiving written notice specifying the breach in reasonable detail.

12.3 Termination by Propeter

Propeter may terminate this Agreement or suspend Client's access to the Platform:

• For Cause — Material Breach: Immediately, or upon written notice, if Client commits a material breach of these Terms that Client fails to remedy within 30 days of receiving written notice from Propeter specifying the breach (provided that for breaches of Section 5.3 — Acceptable Use Policy — Propeter may terminate immediately);
• For Cause — Non-Payment: Upon 14 days' written notice if Client fails to pay any undisputed amount by the due date, and Client does not cure such non-payment within 14 days of notice;
• For Cause — Insolvency: Immediately if Client becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed, or becomes subject to bankruptcy, liquidation, or winding-up proceedings;
• For Cause — Legal Compliance: Immediately if Propeter is required to do so by applicable law, court order, or regulatory requirement;
• For Convenience: By providing Client with at least 60 days' written notice, with a pro-rated refund of any pre-paid Fees for the period after the effective termination date.

12.4 Effect of Termination

Upon termination or expiry of this Agreement for any reason:

• Client's license to access and use the Platform terminates immediately, and Client must cease all use of the Platform and destroy or return any Propeter Confidential Information in its possession;
• Client shall have a period of 30 days from the date of termination to export or download Client Data and Guest Data from the Platform. Propeter will provide reasonable assistance to facilitate this export;
• After the 30-day export period, Propeter will delete or destroy all Client Data and Guest Data from its active systems within 90 days, except to the extent that retention is required by applicable law or Propeter's data backup practices (in which case such retained data will be held securely and deleted in accordance with Propeter's data retention schedule);
• All accrued and unpaid Fees remain due and payable by Client;
• Propeter will provide Client with a written confirmation of data deletion upon request.

12.5 Survival

The following provisions survive the termination or expiry of this Agreement for any reason and shall remain in full force and effect:

• Section 2 (Definitions, to the extent necessary for interpretation of surviving provisions);
• Section 4.2–4.8 (Fees, payment obligations, and taxes accrued prior to termination);
• Section 6.1 (Propeter IP ownership) and Section 6.2 (Client IP ownership);
• Section 8 (Confidentiality);
• Section 10 (Limitation of Liability);
• Section 11 (Indemnification);
• Section 12.4 (Effect of Termination);
• Section 13 (Dispute Resolution);
• Section 14 (General Provisions).

Dispute Resolution

13.1 Good Faith Negotiation

The parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute") through good faith negotiation. Either party may initiate this process by delivering a written notice to the other party specifying the Dispute in reasonable detail ("Dispute Notice"). The parties shall then engage in good-faith discussions for a period of 30 days from the date of the Dispute Notice (or such longer period as the parties may agree in writing) in an attempt to resolve the Dispute without formal proceedings.

13.2 Arbitration

If any Dispute is not resolved through good faith negotiation within the period specified in Section 13.1, such Dispute shall be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules then in force.

13.3 Seat and Venue

The seat of arbitration shall be Singapore. Unless the parties agree otherwise, hearings may be conducted in person in Singapore, or virtually as permitted by the SIAC rules. The SIAC shall administer the arbitration in accordance with its current rules, which are available at siac.org.sg.

13.4 Arbitration Language

The language of arbitration shall be English. All submissions, evidence, and proceedings shall be in English, and all arbitral awards shall be issued in English.

13.5 Number of Arbitrators

Unless the parties agree otherwise, disputes involving claims of USD 500,000 (five hundred thousand United States Dollars) or less shall be decided by a sole arbitrator. Disputes involving claims exceeding USD 500,000 shall be decided by a panel of three arbitrators, with each party appointing one arbitrator and the two party-appointed arbitrators appointing a presiding arbitrator.

13.6 Governing Law

This Agreement and all Disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

13.7 Emergency and Injunctive Relief

Notwithstanding anything in this Section 13, either party may seek emergency, interim, or injunctive relief from any court of competent jurisdiction where such relief is necessary to prevent irreparable harm, protect Intellectual Property or Confidential Information, or enforce any rights that cannot be adequately protected through arbitration alone. The seeking of such relief shall not constitute a waiver of the right to arbitration under this Section.

13.8 Confidentiality of Proceedings

All arbitration proceedings, submissions, evidence, and awards shall be treated as Confidential Information of both parties and shall not be disclosed to any third party without the prior written consent of the other party, except as required by law or as necessary for enforcement of an arbitral award.

General Provisions

14.1 Entire Agreement

These Terms of Service, together with any applicable Order Form, the Propeter Privacy Policy, and any executed Data Processing Agreement (DPA), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, warranties, and understandings — whether oral, written, or implied — relating to the Platform and Services. In the event of conflict, the order of precedence shall be: (1) Order Form; (2) DPA (where applicable); (3) these Terms; (4) Privacy Policy.

14.2 Amendments

Propeter reserves the right to update or modify these Terms at any time. Where changes are material (i.e., changes that materially affect Client's rights or obligations), Propeter will provide at least 30 days' written notice via email to Client's registered email address or via in-platform notification. Client's continued use of the Platform after the effective date of amended Terms constitutes Client's acceptance of such amended Terms. If Client does not agree with amended Terms, Client may terminate its Subscription in accordance with Section 12.2 before the effective date of the amendment.

14.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right. A waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision.

14.4 Severability

If any provision of this Agreement is held to be invalid, illegal, unenforceable, or contrary to applicable law by any court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or shall be severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

14.5 Assignment

Client may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations under this Agreement to any third party (whether by operation of law, change of control, merger, or otherwise) without Propeter's prior written consent, which Propeter shall not unreasonably withhold. Propeter may assign or transfer this Agreement — in whole or in part — to any of its affiliates, or to any successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Propeter's assets, without Client's consent, provided that Propeter provides written notice to Client of such assignment. Any purported assignment in violation of this Section shall be null and void.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, earthquakes, floods, fires, pandemics, epidemics, war, terrorism, civil unrest, governmental actions, embargoes, internet or telecommunications infrastructure failures, or power outages ("Force Majeure Event"). The affected party shall:

• Notify the other party in writing as soon as reasonably practicable upon becoming aware of a Force Majeure Event;
• Take all reasonable steps to minimize the impact of and overcome the Force Majeure Event;
• Resume performance as soon as reasonably practicable after the Force Majeure Event ceases.

If a Force Majeure Event affecting Propeter's ability to provide the Services continues for more than 60 consecutive days, either party may terminate this Agreement by written notice, and Client shall be entitled to a pro-rated refund of any pre-paid Fees for the period following the termination date.

14.7 Notices

All legal notices, demands, and formal communications under this Agreement shall be in writing and shall be delivered by:

• Email, with confirmed delivery receipt (legal notices to legal@propeter.com for Propeter; to Client's registered email address for Client); or
• Reputable international courier with tracking to the registered address of the receiving party.

Notices shall be deemed effective upon receipt. Routine operational communications (such as product updates, billing notifications, and support communications) may be delivered through in-platform notifications or to Client's registered email address without the formalities required for legal notices.

14.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates, or shall be construed as creating, any partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on behalf of the other party. Propeter is an independent service provider, and all decisions regarding revenue management, pricing, and operations remain solely at Client's discretion.

14.9 No Third-Party Beneficiaries

This Agreement is for the sole and exclusive benefit of the parties and their permitted successors and assigns. Nothing in this Agreement confers or shall be construed to confer any right, benefit, or remedy upon any third party, including guests of Client's properties.

14.10 Publicity

Propeter may identify Client as a customer of the Platform on Propeter's website, marketing materials, and case studies, using Client's name and logo, unless Client provides written notice to Propeter objecting to such use. Client may issue press releases or public announcements regarding its use of the Propeter platform with Propeter's prior written approval.

14.11 Headings

Section headings and subheadings are for reference and convenience only and shall not affect the interpretation or construction of any provision of this Agreement.

Contact Information

For any questions, concerns, or notices relating to these Terms of Service, please contact Propeter through the following channels:

Related Legal Documents

These Terms of Service should be read alongside the following Propeter legal documents:

• Privacy Policy — How Propeter collects, uses, and protects personal data;
• Data Processing Agreement (DPA) — Available upon request for Enterprise and EU/UK/AU Clients;
• Order Form — Specific commercial terms applicable to your Subscription.