These Terms of Service ("Terms") govern the provision of the myGuest services by GuestAI, Inc., a Delaware corporation with its registered office at 1111B S Governors Ave, #58573, Dover, DE 19904, USA, and its operating address at 169 Madison Ave, STE 42222, New York, NY 10016, USA ("Provider" or "myGuest"), to business customers ("Customer").

1. Definitions

"Services" means the AI-based guest-communication services provided under the myGuest brand, including the Chat, Voice, Hub and One plans, the customer panel, dashboards and related support.

"Order" means a signed Order Form or an Online Order.

"Order Form" means an order document signed by Provider and Customer that references these Terms.

"Online Order" means an order placed by Customer through Provider's website or customer panel, including registration of an account, selection of a plan and acceptance of these Terms.

"Customer Materials" means information, documents, knowledge-base content, procedures, routing structures, prompts, instructions and data provided or made available by Customer.

"AI Output" means responses, statements, transcripts, summaries and other content generated automatically by the Services.

"End User" means a guest, caller or other person communicating with Customer through the Services.

"Assigned Number" means a telephone number provisioned by Provider or its telephony providers for Customer's use with the Services.

"DPA" means the Data Processing Agreement published at www.myguest.ai/dpa.

"Privacy Policy" means the policy published at www.myguest.ai/privacy-policy.

"Refund Policy" means the policy published at www.myguest.ai/refund-policy.

"Usage Policy" means the conversation allowance and usage rules published at www.myguest.ai/pricing

2. Formation of the Agreement

2.1 Order Form. Where Customer signs an Order Form, the agreement is formed upon signature by both parties (electronic signature is sufficient). The Order Form sets out the plan, scope, fees, setup, trial, billing period and notice periods.

2.2 Online Order. Where Customer places an Online Order, the agreement is formed when Customer completes registration, provides a valid payment method and expressly accepts these Terms, and Provider activates the account. The plan, fees and billing period are those displayed at checkout. Provider may refuse or cancel any Online Order, in particular where registration data is inaccurate or fraud is suspected.

2.3 Business use only. Customer confirms that it enters into the agreement in the course of its business or profession, and not as a consumer. The person accepting these Terms confirms that they are authorised to bind Customer.

3. Order of Precedence

The agreement consists of the Order, these Terms, the Refund Policy, the DPA and the Privacy Policy. In case of conflict: (a) the Order prevails over these Terms; (b) these Terms prevail over other documents, except that (c) the DPA prevails in matters concerning the processing of personal data.

4. Services, Availability and Changes

4.1 Provider provides the Services described in the Order and on www.myguest.ai. The Services are provided solely by GuestAI, Inc. under the myGuest brand. Integrations with third-party systems (including property-management or guest-engagement platforms) do not make their providers a party to the agreement.

4.2 Provider will use commercially reasonable efforts to keep the Services available but does not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to scheduled or emergency maintenance, or due to outages or changes of third-party providers, including telephony, speech and language-model providers. Provider will give reasonable advance notice of scheduled maintenance where practicable.

4.3 Provider may update or modify the Services, provided such changes do not materially reduce their core functionality during a paid billing period.

4.4 Where an Order includes a trial, test period or setup phase, the Services during that period are provided "as is" and the Order governs its duration, conversion to a paid subscription and withdrawal.

5. Customer Obligations

5.1 Customer will provide, and is responsible for the accuracy and timeliness of, the Customer Materials needed to configure and operate the Services, and will designate contact persons for onboarding.

5.2 Customer is responsible for informing End Users, as required by applicable law, that they are communicating with an AI system and that communications may be recorded and transcribed. Provider makes available technical means for this purpose (including an AI disclosure at the start of calls and in chat).

5.3 To the extent laws regulating artificial intelligence apply to Customer's use of the Services, Provider acts as provider and Customer as deployer of the AI system. Customer is responsible for its deployer obligations, including transparency towards End Users and appropriate oversight of its use of the Services.

5.4 Customer will not configure the Services to make decisions producing legal or similarly significant effects on End Users without human involvement, and will not intentionally route to the Services special categories of personal data, payment card data or data of children, without additional safeguards agreed with Provider.

5.5 Customer is responsible for keeping its account credentials, test numbers and access confidential and for all activity under its account.

6. Acceptable Use

Customer will not use the Services, including any Assigned Number, to:

• act unlawfully, fraudulently or deceptively, or infringe the rights of third parties;

• create or distribute content that is sexual, violent, hateful, discriminatory or harmful to children;

• harass, threaten or harm any person;

• send unsolicited calls, messages or e-mails, or use auto-dialing or robocalling in breach of applicable law;

• impersonate any person, spoof caller ID or mislead about the origin of communications;

• clone the voice of a real person without that person's consent;

• reverse engineer, decompile or attempt to extract models, prompts, configurations or source code;

• use AI Output or the Services to train, fine-tune or benchmark competing AI products without Provider's prior written consent;

• carry out uses that are prohibited or classified as high-risk under any law regulating artificial intelligence that applies to Customer;

• resell, sublicense or provide the Services to third parties, or interfere with their operation for other customers.

7. Customer Materials

7.1 Customer retains all rights in the Customer Materials.

7.2 Customer grants Provider a non-exclusive, royalty-free licence, for the term of the agreement, to use, reproduce, store and process the Customer Materials solely to the extent necessary to configure, provide, maintain and support the Services for Customer.

7.3 Customer represents and warrants that it holds all rights, licences and consents required for the Customer Materials, data and any integrations it enables, and that their use under the agreement does not infringe third-party rights or applicable law.

8. AI Output

8.1 The Services are based on generative artificial intelligence and rely on third-party technology providers. A list of such providers is available to Customer upon request. AI Output is generated automatically and probabilistically and is, unless Customer configures a review step, not reviewed by a human before it reaches End Users.

8.2 Although the Services are configured and maintained with commercially reasonable care, Provider does not warrant that AI Output will be accurate, complete, current or error-free, nor that third-party models will be free of errors or interruptions.

8.3 AI Output does not constitute offers or commitments binding on Customer unless expressly configured as such at Customer's written request. Customer is responsible for the Customer Materials it provides and approves and for verifying the information the Services give to End Users.

8.4 Provider will use commercially reasonable efforts to investigate and address reported response errors as part of the Services.

9. Fees and Payment

9.1 Fees, setup fees, billing period and any discounts are set out in the Order. Prices are net of applicable taxes, which are added as required by law.

9.2 Customer designates and keeps current a payment method supported by Provider that allows recurring billing. By saving a payment method, Customer authorises Provider and its payment processor to charge it for subscription fees, Assigned Number fees, additional conversation packages purchased by Customer and, where enabled by Customer in the customer panel, automatic top-ups, as set out in the Order. If a charge fails, Provider may retry it and may suspend the affected Services in accordance with Section 10.

9.3 Plan conversation allowances, how conversations are counted, and the prices of additional conversation packages are described in the Usage Policy. Prices published at the time of purchase apply, and unused plan conversations do not roll over. Additional conversation packages are valid only until the end of the billing period in which they are purchased; for annual billing, until the end of the current monthly cycle counted from the subscription start date. Provider may update the Usage Policy with at least fourteen (14) days' notice by e-mail or in the customer panel. The objection and termination rules of Section 9.5 apply to such updates.

9.4 Third-party pass-through costs stated in USD (including Assigned Number provisioning and maintenance) are invoiced in the Order currency at the exchange rate applicable on the invoice date.

9.5 Provider may change fees or conversation package prices with at least thirty (30) days' notice by e-mail or in the customer panel, effective from the next billing period (for annual billing, from the next renewal). If Customer does not object in writing within fourteen (14) days of the notice, the change is deemed accepted. Changes apply despite an objection; an objecting Customer may terminate the agreement only in accordance with Section 17.

9.6 Fees are non-refundable, except as set out in the Refund Policy or expressly stated in the Order.

10. Suspension

10.1 Provider may suspend the Services in whole or in part: (a) if a fee charge fails and is not cured within seven (7) days of notice; (b) if Customer's use breaches Section 6 or applicable law; (c) where necessary to address a security threat, abuse or risk of harm or liability to Provider, the Services or third parties; (d) where required by law, a public authority or a third-party infrastructure provider.

10.2 Provider will notify Customer in advance where practicable and restore the Services promptly once the cause is resolved, and in case of non-payment within forty-eight (48) hours of receipt of payment.

10.3 Suspension does not release Customer from fees due, nor shorten any notice period. If an overdue amount is not paid within thirty (30) days of the due date, Provider may restrict access to the customer panel, subject to the DPA.

11. Assigned Numbers

11.1 Assigned Numbers remain resources of Provider or its telephony providers and are made available to Customer for the term of the agreement only.

11.2 Upon termination, or suspension lasting more than thirty (30) days, Provider does not guarantee that the same Assigned Number can be retained or reassigned. Number porting, where technically possible, is subject to the telephony provider's terms and costs.

12. Intellectual Property and Feedback

12.1 All intellectual property in the Services, including agents, prompts, configurations, automation logic, software and documentation, remains with Provider or its licensors. Subject to payment of fees, Provider grants Customer a non-exclusive, non-transferable right to use the Services for its own business during the term.

12.2 Provider may use Customer's feedback to improve the Services without compensation and without disclosing Customer's confidential information.

12.3 Provider may identify Customer by name and logo in marketing materials only with Customer's prior written approval.

13. Confidentiality

13.1 Each party will keep confidential the non-public business, technical and pricing information of the other party received in connection with the agreement, use it solely for its performance, and disclose it only to personnel and advisors who need it and are bound by equivalent obligations, or where required by law.

13.2 These obligations apply during the term and for three (3) years after its termination or expiry. Trade secrets, including Provider's prompts, configurations and automation logic, remain protected for as long as they qualify as trade secrets under the laws of the State of Delaware.

14. Customer Indemnity

Customer shall indemnify and hold Provider harmless from third-party claims, damages, fines (to the extent permitted by law) and reasonable costs, including legal fees, arising from: (a) Customer's failure to provide End User information or obtain consents required under applicable law, including in relation to recording and AI interaction; (b) Customer Materials, instructions or configurations, including any infringement of third-party rights; (c) Customer's use of the Services in breach of the agreement or applicable law; (d) Customer's lack of rights to data or integrations made available to Provider. Provider will promptly notify Customer of any such claim and reasonably cooperate in its defence.

15. Limitation of Liability

15.1 To the maximum extent permitted by law, neither party is liable for indirect or consequential damages, lost profits, lost revenue, loss of data or loss of goodwill.

15.2 Provider's aggregate liability arising out of or related to the agreement shall not exceed the fees actually paid by Customer in the three (3) months preceding the event giving rise to the claim.

15.3 To the maximum extent permitted by law, Provider is not liable for losses resulting from: (a) AI Output, subject to Section 8; (b) interruptions or errors attributable to third-party providers, including telecommunications, cloud, payment and AI providers, beyond the careful selection of such providers; (c) Customer Materials, data, instructions or configurations; (d) Customer's breach of Sections 5, 6 or 14.

15.4 Nothing in the agreement limits liability for wilful misconduct, or liability that cannot be limited under the governing law. Liability under the DPA is governed by the DPA.

16. Force Majeure

Neither party is liable for delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including outages of third-party telecommunications, cloud or AI providers, cyberattacks, natural disasters, acts of public authorities, war or strikes. If such an event continues for more than thirty (30) days, either party may terminate the affected Order by written notice.

17. Term, Termination and Data Export

17.1 The term, renewal and notice periods are set out in the Order. For Online Orders without stated terms, the subscription renews monthly and either party may terminate it with effect at the end of the current billing period.

17.2 Either party may terminate the agreement for the other party's material breach not cured within fourteen (14) days of written notice. Provider may terminate immediately for a serious breach of Section 6.

17.3 Upon termination, Customer may export its data available in the customer panel for thirty (30) days, after which Provider deletes it in accordance with the DPA, subject to statutory retention.

17.4 Sections 7, 8, 12, 13, 14, 15, 17.3, 19 and 20, and any accrued payment obligations, survive termination or expiry.

18. Changes to These Terms

18.1 Provider may amend these Terms for valid reasons, including changes in law, in the Services or in the terms of its technology providers, by notice of at least thirty (30) days by e-mail or in the customer panel.

18.2 If Customer objects before the change takes effect, it may terminate the agreement with effect from that date without the notice period otherwise applicable. Continued use after the effective date constitutes acceptance. This Section 18.2 does not apply to changes made under Sections 9.3 and 9.5.

18.3 For Order Forms with a fixed term or annual billing, a change that materially reduces Customer's rights applies from the next renewal.

19. Governing Law and Disputes

The agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or in connection with the agreement, and each party submits to their jurisdiction. Where the Standard Contractual Clauses apply to personal data, their governing law and forum are set out in the DPA.

20. Miscellaneous

20.1 Assignment. Customer may not assign the agreement without Provider's prior written consent. Provider may assign it to an affiliate or to a successor in a merger, acquisition or sale of assets, upon notice to Customer.

20.2 Subcontracting. Provider may use subcontractors and sub-processors, remaining responsible for their performance, and subject to the DPA for personal data. The names of individual sub-processors are available to Customer upon request.

20.3 Notices. Notices are given in writing; e-mail is sufficient. Provider's notices go to the e-mail address in the Order or account; Customer's notices go to team@myguest.ai.

20.4 Complaints. Complaints about the Services may be sent to team@myguest.ai. Provider responds within fourteen (14) days.

20.5 Severability. If any provision is held invalid, the remaining provisions remain in force, and the invalid provision is replaced by a valid one closest to its purpose.

20.6 Entire agreement; language. The Order, these Terms, the Refund Policy, the DPA and the Privacy Policy constitute the entire agreement regarding its subject matter. These Terms may be made available in other languages for convenience; the English version prevails.