Terms and Conditions

1. General

(a) Superhero Tech Private Limited (“us”, “our”, “we”, “Company”), incorporated under the laws of India and having its registered office at HustleHub Tech Park, HSR Layout, Bengaluru, a wholly-owned subsidiary of Treebo Hospitality Ventures Private Limited, is a company that, inter alia, has created and owns intellectual property rights in a proprietary revenue management and hotel management platform called “Hotel Superhero” (accessible at https://hotelsuperhero.com, and including its database structures, AI pricing engine, Property Management System, channel manager, OTA management tools, review management module, WhatsApp marketing features, video tutorials, user interfaces, and documentation). Hotel Superhero is a comprehensive, cloud-based Software-as-a-Service (“SaaS”) platform and revenue as well as property management service accessible online, which temporary accommodation service providers — including independent hotels, guesthouses, and budget properties — can use for the management of all aspects of their revenue and property management operations. The platform’s core capabilities include, without limitation: (i) AI-powered dynamic pricing operating on a 24/7 basis; (ii) end-to-end OTA listing and management across platforms including MakeMyTrip, Goibibo, Booking.com, and Agoda; (iii) a fully integrated Property Management System (“PMS”) and channel manager; (iv) guest review tracking and management; (v) Google, Facebook, and Instagram business page setup and management; and (vi) WhatsApp marketing campaigns to past guests. The Company provides dedicated revenue management services (“RMS Service”, as further described in Schedule 1, Part A) and property management services (“PMS Service”, as further described in Schedule 1, Part B) through a team of hospitality professionals, engineers, and data scientists, supporting hotel operators across India. We also provide comprehensive professional photography services to temporary accommodation service establishments (including hotel operators) in addition to our SaaS services (“Photography Service” as further described in Schedule 1, Part C). All services are accessible at https://hotelsuperhero.com.

(b) These Terms and Conditions (hereinafter, “Terms”) are an electronic record and do not require any physical, electronic, or digital signatures. These Terms constitute a legal agreement between you and us with respect to your access and/or use of Services (more fully described in Schedule 1 to these Terms).

(c) The use of our Services is only authorized subject to your compliance with these Terms and all applicable laws. One should use our Services only if they agree with our Terms in their entirety. By using our Services, you agree that you have read, understood, and agreed to be bound by these Terms. Further, any new features, tools, and products that are the subject matter of the Services shall also be subject to these Terms.

(d) For the purposes of these Terms, the terms “User” or “you” or “your” shall refer to person(s) (individual(s) or entity/ies) who use our Services.

2. License

Subject to your compliance with these Terms, we hereby grant to you the non-exclusive, non-assignable, non-sublicensable, limited and revocable right to access and use the Services solely for your internal business operations. The right provided hereunder is granted only to you, and shall not be considered granted to any of your affiliates, group companies, or any other third parties. Such right is granted for the applicable period for the Service(s) subscribed to by the User, termed as “Subscription Term” for the purposes of these Terms.

3. Company Rights

(a) You understand, agree and acknowledge that the Company (or its licensors) solely and exclusively owns all rights, title and interest, including the IPR and any other rights whether recognised by law or business practice or otherwise, whether vested, contingent or future, and whether or not currently recognised in any jurisdiction in the world (expressly including any and all renewals, revivals, revisions and extensions rights thereof) which subsist in or arise in relation to our business, operations, technologies, tools, algorithms, and/or our Services. Nothing in these Terms shall be construed to mean that you or any third party has any right, title, or interest whatsoever in relation to the foregoing. Furthermore, User agrees and acknowledges that any improvements, modifications, or derivative works in relation to or any of the foregoing; or any input, output, feedback, or other works undertaken by the User, and any and all IPR in relation thereto, shall vest in the Company. For the purposes of these Terms, “IPR” means all (i) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (ii) copyrights and copyrightable works (including computer programs), and rights in data and databases; (iii) trade secrets, know-how, and other confidential information, and (iv) all other intellectual property rights; in each case whether registered or unregistered.

(b) You hereby agree to use the Services, and all other Company IPR and proprietary rights only in relation to availing the Services during the Subscription Term, and in accordance with the guidelines as may be provided by the Company from time to time. You shall not use any of the Company’s IPR in a manner that is detrimental to the Company, or in violation of the Company’s rights.

(c) Further, we shall have the right, and you hereby give us the permission, to use your name and logo for external marketing and promotion, such as on the Company’s website and other marketing collateral.

(d) In connection with the RMS Service, you acknowledge that the Company’s AI pricing algorithms, revenue management methodologies, OTA optimisation strategies, and any proprietary scoring or ranking techniques developed or deployed by the Company constitute confidential proprietary information and trade secrets of the Company. You shall not, directly or indirectly, attempt to reverse-engineer, replicate, or circumvent any such methodologies or algorithms.

(e) With respect to the photographs and any work output created for and delivered to the User by us in relation to the Photography Service, the User shall own all title and interest including any usage rights. The User shall be free to use and commercially exploit such work output in any manner deemed fit by the User, subject to applicable law; provided that the Company shall have the right and license to retain such work output for its records, and also use them in catalogues, brochures, displays and other marketing material and content.

4. User Content

(a) You are solely responsible for, including without limitation, the accuracy, updated-ness, and non-infringing nature (with respect to any third-party intellectual property/ proprietary rights) of any and all content and/ or information you display on, or transmit via or upload on or otherwise send to us by any other means, whether in relation to your properties or otherwise, and the Company disclaims all liability and responsibility in this regard. By submitting content to us, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content in any and all media or distribution methods (now known or later developed) and to associate your content with you, in connection with the Services.

(b) Users are not permitted to upload, transmit, distribute or otherwise publish or transmit to us, any content which inter alia are, and/or could be considered, to: (i) be defamatory, obscene, threatening, invasive of privacy, infringing intellectual property rights, proprietary rights, publicity rights or any other rights; (ii) be abusive, illegal or otherwise objectionable that would constitute or encourage a criminal offence, violate the rights of any party, or that would otherwise give rise to liability or violate any law; or (iii) contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.

(c) Personal Data:

i. User hereby agrees and acknowledges that the Company is a service provider and will accordingly process any personal data received in connection with the Services for and on behalf of the User; it being specifically acknowledged that the User is the Data Fiduciary; and Company is the Data Processor.

ii. For the purposes of these Terms, the following terms shall have meanings ascribed to them hereunder:

A. “Applicable Data Protection Laws” means the Digital Personal Data Protection Act, 2023 (and the rules thereunder); and any other laws and regulations of the Republic of India applicable to the Processing (defined hereinafter) of User Personal Data (defined hereinafter);

B. “User Personal Data” means any Personal Data of or shared by the User with the Company, in the course of availing the Services;

C. The terms “Data Principal,” “Personal Data,” “Personal Data Breach,” and “Processing,” shall have the same meanings as in the Applicable Data Protection Laws, and their cognate and corresponding terms shall be construed accordingly;

iii. Company hereby specifically agrees to:

A. comply with Applicable Data Protection Laws in the Processing of User Personal Data;

B. process User Personal Data for the limited, sole and exclusive purpose of providing the Services and for no other purpose, without the prior written consent of the User;

C. implement and maintain technical and organizational security measures, which ensures a level of security appropriate to the risk of Processing;

D. provide to the User, a list of sub-processors engaged by Superhero (if any), and ensure that it executes requisite agreements with such sub-processors with terms at least as stringent as those stipulated under these Terms;

E. make reasonable commercial efforts to assist the User to respond to Data Principals (in this case, the User’s guests) who seek to exercise their rights under the Applicable Data Protection Laws, at the User’s cost and expense;

F. if it discovers, is notified of, or has reason to suspect a Personal Data Breach affecting the User Personal Data under its or any of its sub-processors’ control, (I) immediately implement measures to stop the unauthorized access/ breach; (ii) secure the User Personal Data; and (iii) notify the User without undue delay and, in any event, within forty-eight (48) hours of becoming aware of such Personal Data Breach;

G. after 1 (one) year from the date of termination of Services, delete all User Personal Data (including copies thereof). Superhero may, however, continue to retain a copy of User Persona Data if and to the extent permitted under the Applicable Data Protection Laws or for law enforcement purposes or to protect its rights and interests.

5. Use of Services

(a) You agree not to engage in activities that may adversely affect the use of the Services by us or other Users. Further, your use of our Services shall solely be for your personal and non-commercial use.

(b) You agree not to access (or attempt to access) the Services by any means other than through the interface that is provided by us. You shall not copy, distribute, upload, publish, modify, translate, broadcast, display, sell, transmit or retransmit any Company’s content or anything subject to our rights or create any derivative work and/or content based on any content or rights which is not owned by you or interfere with, or circumvent any right(s) associated with the Company.

(c) We may provide you with access to third-party tools, which we neither monitor nor control. You acknowledge and agree that we provide access to such tools ‘as is’ and as available without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of such third-party tools.

(d) RMS Service — Specific Use Obligations: In connection with the RMS Service, you additionally agree to:

1. Provide the Company with accurate, up to date, and complete property information, including room inventory, room types, room/ property images/ videos, amenities, facilities, rack rates, applicable promotions, and any restrictions on availability, and to notify the Company promptly of any material changes to such information.
2. Not override, bypass, or manually change the AI-generated pricing recommendations on OTA platforms during active periods of the Subscription Term without prior notification to your designated Revenue Expert. The Company shall not be responsible for adverse revenue outcomes resulting from User-initiated pricing overrides.
3. Maintain valid and active accounts on all OTA platforms and social/digital channels in respect of which the Company is providing management services, and to ensure that such accounts remain in good standing throughout the Subscription Term.
4. Not grant access to the credentials shared with the Company to any third party without the Company’s prior written consent, and to notify the Company immediately in the event of any suspected unauthorised access to such credentials.
5. Participate in fortnightly strategy review calls with the designated Revenue Expert. Where the User is unable to attend a scheduled review call, the User shall notify the Company at least twenty-four (24) hours in advance to reschedule.
6. Not cancel, deny, modify, or reject any booking confirmed by the Company on the User’s behalf via OTA platforms, except in cases of genuine force majeure or unavailability of the specific room type. The User acknowledges that unjustified booking denials, cancellations, or modifications: (a) directly impair the User’s OTA ranking and listing performance; (b) expose the Company to OTA-level penalties, non-performance charges, and reputational consequences; and (c) constitute a material breach of these Terms entitling the Company to suspend the RMS Service and seek indemnification for resulting losses.
7. Immediately record all Pay-at-Hotel PAH Bookings received from OTA-referred guests in the PMS with complete accuracy. Failure to report Pay-at-Hotel Bookings accurately and promptly shall constitute a material breach of these Terms. The Company shall not be liable for failure of the User to collect the payment for such bookings.
8. Maintain the bank account designated for settlement in good standing and promptly notify the Company of any changes to banking details. The Company shall not be liable for settlement delays or failures attributable to incorrect or outdated banking information provided by the User.
9. Charge the OTA booking guests directly for any ancillary services availed by such guests during their stay/ availing of accommodation services at the User’s property, and understand that the Company shall have no role, involvement, or responsibility in relation to such ancillary services in any manner whatsoever. User shall not collect any amounts from such guests under any circumstances other than: (a) the consideration for such ancillary services; (b) charges for Pay-at-Hotel Bookings received from OTA-referred guests (unless so expressly mentioned in the booking voucher).
10. Ensure legally compliant tax-invoicing and due compliance with all applicable laws in relation to the accommodation and related/ ancillary services provided to any OTA booking guests.
11. Ensure legally compliant tax-invoicing for any cancellation fee/ charge/ penalty chargeable from any OTA platform in relation to any instances of delayed intimation of booking cancellation; or no show instance (in relation to any prior OTA bookings confirmed for the User’s property on such OTA platform), if applicable, as per its applicable cancellation/ no-show policy.
12. Not engage in any wrongful or deceptive conduct in relation to the User’s property listings on the OTA platforms, including without limitation, generating or procuring fake reviews, manipulating rankings, and the like.
13. Provide to the Company copies of any licenses, permits, certificates, registrations, and/or approvals required under the applicable laws to operate and offer accommodation services through User’s properties, if so required by the Company at any time.
14. Notify the Company promptly, and in any event within two (2) days, regarding the suspension, cancellation, expiration (without renewal), revocation, etc. of any licenses, permits, certificates, registrations, and/or approvals required under the applicable laws to operate and offer accommodation services through User’s properties.
15. Notify in writing any material change to the User’s property (such as renovation, closure of or change in facilities/ amenities) within three (3) days to the Company, or soon as reasonably practicable in cases of emergency situations.
16. Assist and provide all the needful content and information to the Company, as per our requirement in relation to content updates requested by any OTA platforms in relation to the User’s property listings on such platforms, within three (3) days of the Company making a request to the User in this regard.
17. Render accommodation services at User’s properties in conformance with leading industry standards and be solely responsible for addressing and resolving all customer grievances, issues, and disputes arising out of the User’s accommodation services and any ancillary services, as promptly as possible, and to the extent possible, within two (2) hours of escalation or as expeditiously as possible, if such grievances, issues, and disputes are reported to/ raised from any of the OTA platforms, and communicated by the Company to the User.

(e) Photography Service - Specific Use Obligations: In connection with the Photography Service, you additionally agree to:

1. Provide to the Company’s photography professionals unhindered and timely access to all the relevant sections of the property without any restrictions, and fully cooperate with them to ensure smooth conduct of the photography shoot of the property.
2. Ensure decluttering of rooms, staging of amenities, and any other pre-requisites for the conduct of the photography shoot of the property, prior to the scheduled date and time of the shoot, as communicated by the Company.
3. Use any and all Photography and work output in accordance with the applicable law and without violating or infringing any third-party rights in any manner whatsoever.

6. Indemnification

(a) Each party shall defend, indemnify and hold the other party, its affiliates, and their respective officers, directors, employees, representatives, agents, successors and assigns, harmless against any claim, loss, damage, settlement, cost, expense or other liability (including reasonable attorney’s fees) (each, a “Claim”) that arises, directly or indirectly, from (a) a party’s breach of these Terms or of applicable law; and/or (b) any third-party claims arising on account of, or for reasons attributable to a party.

(b) Without limiting the generality of the foregoing, the User shall indemnify and hold the Company harmless against any claims, losses, OTA penalties, chargebacks, or damages arising from: (i) the User’s unjustified denial, cancellation, or modification of OTA bookings confirmed by the Company; (ii) the User’s failure to accurately report Pay-at-Hotel Bookings; (iii) the User’s failure to honour confirmed OTA bookings; or (iv) inaccurate or incomplete property information provided by the User to the Company.

(c) In no event will we be liable to you for any remote, exemplary, incidental, consequential, special, punitive, or indirect damages, including lost profits or opportunities. Further, notwithstanding any other clause to the contrary in these Terms, the Company’s (and/ or its respective officers’, directors’, shareholders’, members’, managers’, employees’, sub-contractors’ and agents’) aggregate liability for damages arising with respect to these Terms will not exceed the total fees paid or payable by the User to the Company for the Services rendered during the one (1) month period preceding the date of the event giving rise to any such liability. In any event, they will need to be claimed within 30 (thirty) days of such issues arising onto the Users. In the event a User uses the Services without being required or obligated to pay the Company any monetary consideration or fees for availing such Services, the liability of the Company, to any party (regardless of the form of action, whether in contract, tort, or otherwise), will not exceed INR 500 (Indian Rupees Five Hundred only).

7. Disclaimers

(a) You acknowledge that the Services are made available on an “as-is” basis. We do not guarantee, represent, or warrant in any manner that your use of our Services will be uninterrupted, timely, secure, or error-free, or that the results that may be obtained from the use of the Services will be accurate or reliable, or effective in nature. You understand and accept that the reliance on the Services is solely at your own judgment and risk.

(b) The Company explicitly disclaims all warranties, express or implied (whether direct or indirect, or pecuniary or otherwise) including, without limitation the implied warranties of merchantability, completeness, non-infringement, and fitness for a particular purpose, for any errors or omissions therein, and for any results which may be/are obtained/obtainable in relation to the use of our Services.

(c) RMS Service — Specific Disclaimers: Without limiting the generality of the foregoing:

1. The Company does not guarantee any specific level of revenue growth, occupancy improvement, RevPAR increase, or other revenue metric as a result of the RMS Service. Any revenue projections, case studies, or performance data shared by the Company in marketing materials or pre-sales communications are illustrative and historical in nature, and are not representations or warranties of future performance.
2. Please note that our Services are based on and enabled through AI. Our Services do not have human understanding or judgment. The AI pricing engine operates on the basis of market data, demand signals, and competitor intelligence available at the time of pricing decisions. The Company does not warrant that such data is complete, accurate, or up-to-date at all times, and shall not be liable for pricing decisions made on the basis of incomplete or inaccurate third-party data.
3. The User understands and acknowledges that AI (specifically, generative AI and agentic AI) is an evolving technology and the potential risks inherent to this technology may not be fully understood, and absolute safeguards may not be fully developed. Accordingly, the Company disclaims all liability resulting from your use of our Services and/ or arising from [third-party AI provider failures or service interruptions]. The Company makes no representation or warranty, express or implied, concerning the extent to which your use of our Services or the output of such Services is appropriate, permissible, lawful, correct, or otherwise suitable for you or its intended use. By using our Services, you assume any and all risk of any nature. Furthermore, the underlying AI technology may, in some cases, provide incorrect, inaccurate, or otherwise inappropriate information. If you do not agree with these assumptions of risk, you should not use our Services.
4. The Company’s OTA management services are subject to the terms, policies, and algorithm changes of the relevant OTA platforms (including MakeMyTrip, Goibibo, Booking.com, Agoda, and others). The Company shall not be liable for any changes to OTA platforms or their algorithms that adversely affect the User’s listing performance, ranking, or booking volumes.
5. WhatsApp marketing services delivered under the RMS Service are subject to the terms and policies of WhatsApp Business API and Meta Platforms. The Company shall not be liable for any restrictions, suspensions, or policy changes imposed by WhatsApp/Meta that affect the delivery or effectiveness of WhatsApp marketing campaigns.
6. Service Quality and Regulatory Compliance: In its capacity as Merchant of Record and revenue management services provider, the Company assumes no responsibility or liability whatsoever for: (a) the quality, standard, or delivery of accommodation or hospitality services provided by the User to guests, including room standards, cleanliness, amenities, food and beverage, staff conduct, or any aspect of the guest’s on-property experience; (b) the User’s compliance with any applicable laws, regulations, licences, or permits governing the User’s business operations, including hotel licensing, fire safety, food safety, consumer protection, and any sector-specific regulatory requirements; (c) any GST liability, TDS obligation, or other tax consequence arising from the User’s provision of accommodation services to guests, it being clarified that the Company’s collection of OTA revenues as Merchant of Record does not constitute the Company’s assumption of the User’s GST or tax obligations, which remain exclusively with the User; (d) any penalties, interest, demands, or proceedings initiated by any tax authority, regulatory body, or OTA platform against the User arising from the User’s failure to comply with applicable laws or its contractual obligations to OTA platforms; or (e) any guest complaints, consumer forum claims, or disputes arising from the quality of the User’s hospitality services, notwithstanding that such bookings may have been made or managed through the Company’s OTA channels. The User shall ensure that all revenue collected and settled by the Company is correctly accounted for in the User’s books of accounts and GST returns, and the Company shall have no obligation to provide GST invoices or tax documents in respect of the accommodation services rendered by the User to guests.

8. Miscellaneous

(a) Governing Law & Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with these Terms that is not settled by negotiations within thirty (30) days of notice being given by either party to the other, shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act of 1996 (which provisions are deemed to be incorporated by reference into these Terms), by a mutually appointed sole arbitrator. The seat and venue of arbitration shall be at Bangalore, India. All proceedings of such arbitration shall be in the English language. Any award made by the arbitrator shall be final and binding on the parties. Subject to the above, the courts in Bangalore, India, shall have the exclusive jurisdiction with respect to any dispute arising out of or in connection with these Terms.

(b) Confidentiality: Each party understands that the other party has disclosed or may disclose business, technical, financial information, or other non-public information relating to the disclosing party’s business (hereinafter referred to as “Confidential Information” of the disclosing party). Confidential Information of the Company includes, without limitation, non-public information pertaining to the Service(s), as well as the Company’s IPR, revenue management methodologies, AI pricing logic, and OTA optimisation strategies. The receiving party agrees: (a) to take reasonable precautions to protect such Confidential Information, and (b) not to use (except as otherwise permitted or contemplated hereunder) or divulge to any third person any such Confidential Information.

(c) Assignment: User shall not transfer, sublicense, or assign any of its rights and obligations under the Terms without the Company’s prior written consent. However, the Company is entitled to freely assign these Terms and/or any of its rights and obligations herein, with intimation to you.

(d) Force Majeure: No party shall be liable for any failure to perform or any delays in performance, and no party shall be deemed to be in breach or default of its obligations set forth in these Terms, if, to the extent and for so long as, such failure or delay is due to any causes that are beyond its reasonable control or Force Majeure Events. Notwithstanding the foregoing, no Force Majeure Event shall affect the payment obligations of the User to the Company under these Terms. For the purpose of these Terms, the term “Force Majeure Event” shall mean any event that is beyond a party’s reasonable control and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, pandemic, epidemic, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to computer, computer system or computer network, computer/network crashes, breach of security and encryption, power or electricity failure or unavailability of adequate power or electricity.

(e) Entire Agreement: These Terms constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all prior agreements and discussions, whether oral or written.

(f) General: Both parties are independent contractors, and nothing in these Terms shall be construed to create a relationship of agency, employment, partnership, franchise, joint venture, or any similar relationship between the parties. Neither party shall have any right or authority to act for or to bind any other party. The provisions of these Terms which by their nature are intended to survive expiration/termination of these Terms will survive such expiration/termination, including provisions pertaining to IPR, post-termination obligations, indemnification, disclaimers, and this miscellaneous clause. Failure by the Company to insist upon strict performance of any of the terms and conditions herein, or delay in exercising any of its remedies, shall not constitute a waiver of such terms and conditions, or a waiver of any default, or a waiver of the right to any remedy.

9. Contact Us

If you have any questions, complaints, or claims with respect to our Services, please direct your correspondence to the e-mail address given below.

Email: support@hotelsuperhero.com

We shall respond to and address all reasonable concerns or inquiries in a reasonable amount of time.

Schedule 1 — Service Details

Part A — Revenue Management Service (hotelsuperhero.com)

“RMS Service” means the Hotel Superhero Revenue Management System service subscription offered at https://hotelsuperhero.com, comprising AI-powered dynamic pricing, dedicated Revenue Expert engagement, OTA management (including as Merchant of Record as described below), guest review management, Google and social media setup and management, and WhatsApp marketing services.

Included in the RMS Service:

OTA Merchant of Record — Scope and Authority

(a) With effect from the activation of the RMS Service, the User hereby authorises and delegates to the Company the following rights and authorities in relation to the User’s OTA listings:

1. To create, manage, edit, update, optimise, and delete listings on OTA platforms on the User’s behalf;
2. To set, modify, and manage room rates, availability, restrictions, and promotions on OTA platforms;
3. To act as the Merchant of Record on OTA platforms, such that guest payments for bookings made through OTA channels shall be collected by the Company directly from the OTA platform(s);
4. To accept, confirm, and manage OTA bookings on the User’s behalf;
5. To pay variable fees, platform fees, and other applicable charges directly to the OTA platforms from amounts collected;
6. To process and issue refunds (including proportionate refunds for User’s failure to provide services mentioned in OTA booking vouchers to guests) to guests in respect of OTA bookings in accordance with the cancellation and refund policies applicable to the User’s listing, using amounts held by the Company on the User’s behalf.

(b) The User acknowledges and confirms that: (i) the Company shall appear as the Merchant of Record on OTA billing records and transaction statements; (ii) guest payment disputes, chargebacks, and refund requests relating to OTA bookings shall be managed by the Company; and (iii) the Company’s authority under this Clause is granted solely for the purposes of delivering the RMS Service and shall cease upon termination of the RMS Service in accordance with the applicable terms (which we will share separately).

(c) The User shall, promptly upon request, provide all necessary consents, authorisations, and credentials to OTA platforms to give effect to the Company’s authority under this Schedule 1, Part A. The Company shall not be responsible for any delay in activation of the Merchant of Record model attributable to the User’s failure to provide such authorisations.

(d) Notwithstanding the Company’s role as Merchant of Record, the User remains solely and exclusively responsible for: (i) the quality, standard, and delivery of accommodation and hospitality services to guests, including without limitation room cleanliness, amenity availability, food and beverage quality, and staff conduct; (ii) compliance with all applicable laws, licences, permits, and regulations governing the ownership, operation, and management of the User’s property, including but not limited to the Shops and Establishments Act, fire safety regulations, food safety regulations, and any local municipal or state requirements; (iii) all tax obligations of the User arising from the provision of accommodation services, including GST on accommodation revenue, TDS obligations, and any other statutory levies; (iv) the accuracy and completeness of property information, room inventory data, pricing baselines, and amenity listings provided to the Company; and (v) obtaining and maintaining all necessary authorisations from OTA platforms and regulatory authorities to permit the Company to act as Merchant of Record on the User’s behalf. The Company shall have no responsibility, liability, or obligation of any kind in respect of matters falling within the User’s responsibility under this clause or otherwise, and the User shall indemnify the Company against any losses, penalties, or claims arising from the User’s failure to comply with the same.

Part B — PMS Standalone (hotelsuperhero.com/pms)

“PMS Service” means the standalone Hotel Superhero Property Management System subscription offered at https://hotelsuperhero.com/pms.

Part C — Professional Hotel Photography

The “Photography Service” means the professional photography service package offered at https://hotelsuperhero.com/photography. Our service package consists of, without limitation: (i) professional photographer; (ii) day and night photography sessions; (iii) holistic photography coverage of the property for all areas; (iv) OTA optimized images; (v) social media optimized photos; (vi) other amenities and special features; and (vii) delivery of professionally edited high-resolution property images as per specified timelines. These services may be opted for either as an add-on to our SaaS services or separately as well.