Master Subscription Agreement

1. Master Subscription Agreement v2

This Master Subscription Agreement ("Agreement") is entered into between NightShift AI LLC, a Tennessee limited liability company with principal offices in Maryville, Tennessee ("Provider," "we," "us"), and the subscribing hotel operator ("Customer," "you"). This Agreement governs Customer's access to and use of Provider's AI-powered hotel front desk voice agent service (the "Service").

1.1 Services

Provider delivers an AI voice agent that answers inbound hotel guest calls, assists with reservations via secure handoff, provides property information, and escalates calls to hotel staff. The Service does not collect credit card numbers or payment data. Implementation typically takes under 10 minutes once the intake form is complete.

1.2 Subscription Plans

On sign-up, Customer is charged the one-time setup fee plus the first month's subscription together. Monthly recurring billing begins in month two and continues automatically until cancellation.

1.3 License Grant

Provider grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for Customer's internal hotel operations at the properties listed on the applicable Order Form. No ownership rights are transferred. Customer may not sublicense, resell, or share access to the Service with third parties without written consent.

1.4 Term & Renewal

The initial subscription term is six (6) months beginning on the date Customer's payment is processed ("Minimum Term"). Customer may not cancel during the Minimum Term; all fees through the end of the Minimum Term remain due and payable. After the Minimum Term, subscriptions auto-renew monthly unless Customer cancels via written notice to founder@nightshifthotels.com at least 7 days before the next billing date. Annual plans auto-renew annually with 30 days written notice required to cancel.

1.5 Intellectual Property

Provider retains all right, title, and interest in the Service, including all AI models, software, prompts, training data, improvements, and derivative works. Customer acquires only the limited license described herein. Customer Data remains Customer's property; Provider obtains no ownership interest in Customer Data beyond what is necessary to deliver the Service. Customer may not reverse-engineer, decompile, or use Service outputs to train competing AI systems.

1.6 AI Disclaimer

1.7 Customer Obligations

• Provide accurate and current hotel information, policies, rates, and staff contacts
• Obtain all legally required call recording consents and provide required disclosures to callers
• Maintain ADA-compliant communication alternatives for guests with disabilities
• Ensure compliance with all applicable federal, state, and local laws including TCPA, ADA, and Tennessee consumer protection statutes
• Maintain franchise brand standards compliance (if applicable)
• Promptly notify Provider of any material changes to hotel policies, rates, or contact information
• Maintain compatible telephony infrastructure and internet connectivity

1.8 Warranties & Disclaimer

Provider represents that it has the right to provide the Service and will perform it with reasonable care and skill. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR NON-INFRINGEMENT. Provider does not warrant uninterrupted or error-free operation.

1.9 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE TENNESSEE AND FEDERAL LAW, PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, GUEST DISSATISFACTION, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. To the extent such exclusions are not permitted under applicable law, Provider's liability is limited to the fullest extent permitted.

1.10 Indemnification

Customer shall defend, indemnify, and hold harmless Provider and its members, managers, employees, agents, and successors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Service in violation of this Agreement or applicable law; (b) Customer's failure to obtain required call recording consents; (c) ADA violations or failure to provide required accommodations; (d) TCPA violations; (e) guest complaints, disputes, or lawsuits arising from hotel operations; (f) Customer's breach of franchise or brand standards; (g) inaccurate information provided by Customer; or (h) any claim by a third party related to Customer's hotel operations.

Provider shall indemnify Customer against third-party claims alleging that the Service technology itself infringes a valid U.S. intellectual property right, provided Customer promptly notifies Provider, grants Provider control of the defense, and cooperates fully.

1.11 Suspension & Termination

Provider may suspend or terminate Service immediately upon: (a) non-payment after 7 days written notice; (b) Customer's direction of the AI to engage in unlawful, fraudulent, or harmful conduct; (c) Customer's failure to maintain required consents or legal compliance; or (d) Customer's material breach not cured within 15 days of written notice. Upon termination for any reason, all accrued and unpaid fees become immediately due and payable. Sections 1.5, 1.6, 1.8, 1.9, 1.10, 1.13, and 1.14 survive termination.

1.12 Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not disclose it to third parties except as necessary to perform under this Agreement. Confidential Information excludes information that is publicly available, independently developed, or lawfully received from a third party. These obligations survive termination for three (3) years.

1.13 Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. The parties agree that any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation in Blount County, Tennessee. If mediation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Maryville, Tennessee. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction. Customer waives the right to participate in any class action proceeding.

1.14 Insurance

During the term, Provider shall maintain general liability and cyber liability insurance with limits of at least $1,000,000 per occurrence. Customer shall maintain commercial general liability coverage appropriate for its hotel operations.

1.15 Miscellaneous

This Agreement, including all Schedules and Order Forms, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings. Amendments must be in writing signed by both parties. If any provision is found unenforceable, the remaining provisions remain in full force. Provider's failure to enforce any provision is not a waiver. Notices must be sent to Provider at founder@nightshifthotels.com and to Customer at the email on file. This Agreement may be executed by electronic signature and in counterparts.

2. Fees, Billing & Refund Policy

2.1 Pricing

2.2 Minute Overage Billing

Each plan includes a monthly minute allowance (Core: 1,000 min, Pro: 2,000 min). Minutes are tracked automatically from call logs. If a property exceeds its included minutes in a billing month, overage charges are calculated at the end of that month and billed automatically to the card on file:

• Core overage: $0.22 per minute over 1,000 min/mo
• Pro overage: $0.18 per minute over 2,000 min/mo
• Language add-ons: $29/mo per additional language (French, Portuguese, Mandarin, Korean, Arabic)

Overage charges are visible in the client dashboard before billing. Customers will see their current minute usage and projected overage at any time. Overage invoices are non-refundable once charged.

2.3 Payment Terms

Customer authorizes Provider to charge the payment method on file for: (a) the one-time setup fee and first month's subscription on the date of signup; and (b) the monthly subscription fee on the same calendar date each subsequent month. All charges are in U.S. dollars. Late payments incur interest at 1.5% per month or the maximum rate permitted by Tennessee law, whichever is lower. Provider may suspend Service for non-payment after 7 days written notice.

2.3 Refund Policy — Setup Fees

2.4 Refund Policy — Monthly Fees

2.5 Exceptions

The only circumstances under which Provider will issue a refund are: (a) Provider's material failure to deliver the Service for more than 72 consecutive hours not caused by Customer's systems, force majeure, or scheduled maintenance; or (b) a charge processing error resulting in duplicate billing. Refund requests must be submitted in writing to founder@nightshifthotels.com within 30 days of the charge. Provider will review and respond within 10 business days.

2.6 Chargebacks

Customer agrees not to initiate a chargeback or payment dispute with their card issuer except in cases of unauthorized use of their payment method. Initiating an unwarranted chargeback constitutes a material breach of this Agreement and may result in immediate Service termination, collection action, and reporting to credit bureaus to the extent permitted by Tennessee law.

2.7 Price Changes

Provider may adjust subscription pricing with 30 days written notice. Price increases will not exceed 10% annually for existing subscribers. Customer may cancel within the notice period to avoid the price change.

3. SLA Schedule by Tier

Service Credits

Service credits are Customer's sole remedy for SLA breaches. Credits are applied to the next invoice, not issued as cash refunds. Total monthly credits cannot exceed 20% of the monthly fee. Claims must be submitted within 15 days of the incident.

SLA Exclusions

Uptime commitments do not apply to: Customer's telephony or internet infrastructure; third-party PMS outages; force majeure events; scheduled maintenance (48-hour advance notice); outages under 5 minutes; or issues arising from Customer's misconfiguration or breach of this Agreement. Provider's SLA does not cover AI response accuracy.

4. Data Processing Addendum

Provider acts as Processor; Customer acts as Controller of guest personal data under applicable privacy laws.

Scope of Processing

Provider processes: caller phone numbers, call transcripts (if recording is enabled), reservation details provided by callers, and call metadata. Provider does not process payment card data.

Provider Obligations

• Process data only per Customer's documented instructions
• Implement encryption in transit and at rest
• Maintain access controls, audit logs, and security monitoring
• Delete or return all Customer Data within 30 days of termination
• Notify Customer of confirmed data breaches within 72 hours of discovery
• Never sell, share, or use Customer Data for any purpose other than delivering the Service

Tennessee Privacy Considerations

Tennessee has enacted the Tennessee Information Protection Act (TIPA), effective July 1, 2025, covering businesses that process personal data of Tennessee residents. Provider operates as a Processor under TIPA. Customer, as Controller, is responsible for: providing required privacy notices to Tennessee guests; honoring consumer rights requests (access, deletion, correction, portability) within 45 days; and ensuring a valid legal basis for processing. Provider will assist Customer in fulfilling data subject rights requests upon written notice.

State Privacy Modules

5. ADA & Service Animal Insert

Effective Communication

Hotels are places of public accommodation under ADA Title III. Customer is solely responsible for providing auxiliary communication aids (TTY, relay services, qualified interpreters) as required for guests with disabilities. NightShift AI's voice service does not substitute for these legally required accommodations.

Service Animal Protocol (DOJ Guidance)

Provider configures AI scripts to comply with DOJ service animal guidance. Only two inquiries are permitted:

1. Is the animal required because of a disability?
2. What work or task has it been trained to perform?

No further inquiry, documentation, or proof is permitted. Customer is responsible for ensuring hotel staff adherence to these rules.

Escalation

The AI is configured to transfer calls involving ADA accommodation requests, service animal disputes, and accessibility complaints to hotel staff immediately. Provider is not liable for ADA violations unless caused solely by a confirmed platform malfunction.

6. Call Recording & Consent Insert

Tennessee Recording Law

Tennessee follows a one-party consent rule under T.C.A. § 39-13-601, meaning only one party to a call needs to consent to recording. However, NightShift AI recommends disclosure as best practice and to comply with guests calling from all-party consent states.

State Consent Requirements

Recommended Disclosure

Configure the AI greeting to include: "This call may be recorded for quality and training purposes."

TCPA Compliance

The Service handles inbound calls only. Provider does not place outbound calls without Customer's written authorization and express prior consent from the called party. Customer is solely responsible for TCPA compliance for any outbound campaigns or follow-up calls.

7. Order Form Template

Each subscription is documented via the intake form which serves as the Order Form. By completing the intake form, checking the legal agreement checkbox, and submitting payment, Customer executes a binding Order Form incorporating this MSA.

Order Form Fields

Applicable Riders

• Brand Rider — for Hilton, Choice Hotels, Wyndham, IHG, Marriott franchisees
• DPA State Module — for CA, CO, VA, or TN properties with high data volume
• PMS Integration Rider — when connecting Oracle Opera, Cloudbeds, or Mews

Contact founder@nightshifthotels.com to receive applicable riders.

8. Tennessee-Specific Provisions

Business Formation

NightShift AI LLC is organized under the Tennessee Revised Limited Liability Company Act (T.C.A. § 48-249-101 et seq.). The company's principal place of business is in Maryville, Blount County, Tennessee.

Consumer Protection

Nothing in this Agreement limits Customer's rights under the Tennessee Consumer Protection Act (T.C.A. § 47-18-101 et seq.) to the extent such rights cannot be waived by contract. Provider commits to honest and transparent business practices consistent with Tennessee consumer protection law.

AI Disclosure (Pending Tennessee Legislation)

Tennessee has enacted legislation addressing AI-generated voice (T.C.A. § 47-25-1101 et seq., the ELVIS Act) protecting voice likenesses. Provider uses licensed AI voice technology and does not replicate any specific person's voice without authorization. Customer may configure the AI agent to disclose its automated nature if required by applicable law or desired as a matter of policy.

Non-Solicitation

During the term and for one year following termination, neither party will directly solicit the other party's employees or contractors who were materially involved in this Agreement, without prior written consent.

Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control including natural disasters, utility failures, internet outages, government actions, pandemics, or acts of God. The affected party must provide prompt written notice and use reasonable efforts to resume performance.

Entire Agreement

This MSA, together with the Order Form (intake form submission), Privacy Policy, and Terms of Service, constitutes the entire agreement between the parties regarding the Service. This Agreement supersedes all prior proposals, representations, negotiations, and communications, whether written or oral. In the event of any conflict between these documents, this MSA controls.