Pricey Standard Service Schedules

A1 Platform access. During the active service term, Vary grants Customer a nonexclusive, nontransferable right for authorized personnel to access Pricey and for guests to use the agreed booking experience for Customer's business. Customer is responsible for its users, access approvals and credential protection. Customer may not resell access, misuse the service, bypass security or copy or reverse engineer proprietary software except as applicable law permits.

A2 Scope and changes. The service includes only the hosted functionality, integrations and services identified in the applicable Order Form and signed Statement of Work (SOW or Schedule D). New features, integrations or material changes require a written change order describing scope, timing and price. Additional work is charged at the rate or fixed price specified in the Order Form or approved change order, and will not begin without Customer's written authorization. No minimum hours or unapproved expenses apply.

A3 Customer cooperation. Customer will provide authorized system access, accurate inventory and package rules, approved prices and taxes, branding, guest policies, timely decisions and staff for testing and training. Customer will supply its guest-facing terms, cancellation and refund policies and privacy notice, which the booking experience will display at checkout, and keep them current. Customer will maintain required third-party accounts and permissions. Vary will identify access blockers and their schedule impact promptly. Customer remains responsible for lodging, operations and fulfillment of what it sells to guests.

A4 Capacity and booking coordination. Where ordered, Pricey checks availability and coordinates reservations across the connected systems identified in the Order Form and SOW. Vary will implement and test the agreed failure-handling and reservation workflow in Schedule D. Cross-system reservations are subject to API functionality, inventory controls, concurrent channel sales and external availability. This agreement does not guarantee zero overbookings, uninterrupted availability, increased revenue or quantified time savings. Vary remains responsible for its own contractual obligations.

A5 Acceptance. Schedule D will set objective tests and a review period. Customer will provide written approval or describe material nonconformities against those tests. Vary will correct in-scope defects without an additional fee and resubmit for review. Unless the Order Form or Schedule D states otherwise, if Customer neither approves nor identifies material nonconformities within 10 business days after a submission, Vary may send a written reminder, and the submission is accepted if Customer does not respond within 5 further business days. Acceptance alone does not authorize commercial transactions; Go Live requires the approvals stated in the Order Form. Minor issues may be deferred only by written agreement that identifies their treatment.

A6 Payments, refunds and accounting. Guest payments are processed by Stripe as direct charges on Customer's own Stripe connected account, onboarded through Vary's Stripe Connect platform. Customer is the merchant of record and seller to guests, and Customer's name appears on guest card statements. Funds settle to Customer's Stripe account; Vary does not receive, hold or remit guest funds. Customer will complete and maintain Stripe's onboarding and accept Stripe's applicable connected account terms. Any Pricey platform fee is collected as a Stripe application fee only as stated in the Order Form; it is earned when the transaction is processed and is not refunded when Customer refunds a guest, unless the Order Form states otherwise.

Customer is responsible for guest payments, fulfillment, policies, taxes, refunds, disputes, chargebacks, reversals, related Stripe fees and accounting for its transactions. If Stripe debits Vary's platform account for any such amount relating to Customer's transactions, including where Customer's Stripe balance is insufficient, Customer will reimburse Vary within 15 days after invoice. Unreimbursed amounts are unpaid fees under A10 and A15.

Refunds can be initiated directly in Pricey, subject to permissions, processor rules and available funds. A payment refund does not by itself guarantee cancellation or inventory release in each connected system; Schedule D will define the supported workflow and any staff action. Standard order-based reports provide sales data. Customer will have direct access to its Stripe dashboard for transaction, payout and reconciliation reports and chargeback management. Card data is collected through Stripe-hosted or Stripe-tokenized payment fields, and full card numbers are not stored on Vary systems; each party is responsible for its own PCI DSS obligations. Vary does not provide accounting, tax or legal advice or manage chargeback responses unless separately agreed. These terms supersede any conflicting Pricey online onboarding terms for Customer's account.

A7 Fees, invoicing and taxes. Fees, billing timing and payment terms are stated in the Order Form. Unless the Order Form states otherwise, invoices are payable within 15 days in US dollars. Fees exclude taxes. Customer will pay applicable transaction privilege, sales, use or similar taxes on Vary's fees, other than taxes on Vary's net income, and Vary will itemize them on its invoices. Undisputed amounts not paid when due bear a late charge of 1.5% per month, or the maximum lawful rate if lower, from the due date until paid. Customer will notify Vary in writing of any good-faith dispute before the due date, with reasonable detail, and the parties will work to resolve it promptly. Unless the Order Form fixes a rate for a longer period, Vary may change recurring fees after the first 12 months of service by giving at least 90 days' written notice, and Customer may terminate the affected service effective on the change date by written notice given before that date.

A8 Ownership. Customer owns its guest, booking, transaction and business data and its pricing rules and supplied content. Vary owns Pricey, software, source code, APIs, reusable integration components and improvements, including development funded by this agreement. The development fee buys the agreed services and hosted access, not source-code ownership or an exclusive license. Customer grants Vary permission to use Customer data and content only as needed to provide the service and meet legal obligations, subject to Schedule C. Vary may freely use suggestions and feedback about Pricey, without disclosing Customer's confidential information.

A9 Confidentiality. Each party will protect the other's nonpublic business, technical and personal information with reasonable care and use it only to perform this agreement. Access is limited to personnel and advisers bound to confidentiality. This excludes information independently developed, lawfully obtained elsewhere or public without a breach. Legally compelled disclosure is permitted with advance notice where lawful. These duties last three years after termination, and longer for trade secrets and personal data as required by law.

A10 Termination and suspension. Either party may terminate for convenience on the notice period specified in the Order Form or for material breach not cured within 30 days after written notice. Vary may suspend for an immediate security threat or unlawful use, or for an undisputed invoice remaining unpaid 30 days after its due date and at least 10 days after written warning. Suspension will be limited to what is reasonably necessary, with prompt notice and restoration after the cause is resolved. Good-faith disputed amounts alone do not justify suspension; Customer must pay undisputed amounts.

A11 Fees at termination. Service fees accrue through the effective termination date while service remains available, with any partial final month prorated. No fee for future unserved months or early-termination penalty applies. Unless the Order Form states otherwise, if Customer terminates for convenience before Go Live, Customer will pay for work performed through the termination date at the Order Form's hourly rate, not to exceed the development fee. No fee is accelerated solely by termination unless expressly stated in the Order Form. Separately authorized work remains payable only under its express signed payment terms. Prepaid unused service fees will be refunded. The development fee is not refundable after valid Go Live except for a contractual remedy or legal requirement.

A12 Exit and records. For 30 days after termination, Vary will make a standard export of Customer's available booking, order and transaction data available without an additional fee, subject to lawful identity verification. Custom migration is separately scoped. Personal-data return and deletion follow Schedule C. Customer must arrange continuity of its operations; third-party reservations remain governed by the relevant systems and guest policies. Ownership, accrued payment obligations, confidentiality, data-protection duties, liability and dispute terms survive as necessary.

A13 Service warranty. Vary will perform services professionally and use commercially reasonable efforts to keep Pricey materially consistent with the signed scope and documentation. Vary will use commercially reasonable efforts to have the guest-facing pages it builds conform to WCAG 2.1 Level AA; Customer is responsible for the accessibility of content, images and documents it supplies and of its own websites and third-party systems. Customer will report a material failure promptly; Vary will correct or reperform affected work without additional fees. An uncured material breach is subject to termination under A10. EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT AND RIGHTS THAT CANNOT BE WAIVED, THE SERVICE IS PROVIDED WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There is no uptime percentage, service-credit or guaranteed restoration commitment unless separately signed.

A14 Third party claims. Vary will defend Customer against third-party claims that unmodified Pricey, used as authorized, infringes US intellectual property rights, and pay final awards or settlements it approves. This excludes Customer content, unauthorized modifications and combinations not supplied or required by Vary. Customer will similarly defend claims arising from Customer-provided content or unlawful guest operations, except to the extent caused by Vary's breach or misconduct. The protected party must promptly notify, reasonably cooperate and allow defense control. Settlement cannot admit its fault or impose obligations without consent. These obligations are subject to A15.

A15 Liability allocation. EXCEPT FOR UNPAID FEES, FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE AND LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, INCLUDING SCHEDULE C AND INDEMNITIES, IS LIMITED TO THE CAP STATED IN THE ORDER FORM OR, IF NONE IS STATED, THE FEES PAID OR PAYABLE UNDER THAT ORDER FORM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SUBJECT TO THE SAME EXCEPTIONS, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR REVENUE. These limits do not remove express correction, export, refund or reimbursement duties.

A16 General terms. The governing law and court venue are those specified in the Order Form, excluding conflict-of-law rules. The parties will first attempt resolution through their authorized contacts for 30 days, without delaying urgent relief or limitation deadlines. In any action to enforce this agreement, the prevailing party may recover its reasonable attorneys' fees and costs. Notices go to the designated email and postal addresses; email notice is effective on acknowledged receipt, with postal delivery used if not acknowledged. Neither party may assign without reasonable consent, except to a successor assuming all obligations. The parties are independent contractors, and neither may bind the other. Delays beyond reasonable control require prompt notice and mitigation and do not excuse accrued payments. A failure or delay in enforcing a provision is not a waiver. This agreement supersedes prior discussions; amendments require both parties' signatures. Invalid provisions are severable. Electronic signatures and counterparts are permitted. No third party has enforcement rights.