Master Subscription Agreement (MSA)

This Master Subscription Agreement ("Agreement") is between Rendezvo, [LEGAL ENTITY NAME] ("Rendezvo") and the hotel identified on the applicable Order Form ("Customer"), effective as of the Order Form date.

1. The Service

Rendezvo will provide a service delivered to Customer's guests over WhatsApp and SMS as Customer's own City Insider (the "Service"): guests message in with what they want to do, and receive a real, sequenced, timed night-out plan, generated in part using AI as described in the Order Form, the Documentation, and the AI & Automated Processing Disclosure. Rendezvo will provide the Service materially in accordance with the Documentation and will not materially decrease its core functionality during a subscription term.

2. Order Forms and access

Each Order Form specifies the subscription term, fees, usage limits, and any add-ons, and is governed by this Agreement. Customer may permit its employees and contractors ("Users") to administer the Service, is responsible for their acts and omissions, and will keep credentials confidential.

3. Guest Data

3.1 Ownership

Customer owns all data about its guests submitted to, or generated by, the Service ("Guest Data"), including guest phone numbers, messages, stated preferences, and generated plans. Rendezvo acquires no rights except the licenses below.

3.2 License to Rendezvo

Customer grants Rendezvo a non-exclusive license to host, process, transmit, and display Guest Data solely to provide and support the Service and as instructed by Customer.

3.3 No AI training

Rendezvo will not use Guest Data to train, fine-tune, or improve machine-learning models without Customer's prior written consent. Rendezvo's third-party LLM provider is contractually prohibited from doing the same.

3.4 Usage data

Rendezvo may use de-identified, aggregated usage data (never guest personal information) to operate and improve the Service.

3.5 Data protection

The Data Processing Addendum ("DPA") attached to or referenced by this Agreement is incorporated and governs processing of personal information in Guest Data. If the DPA conflicts with this Agreement on personal-information matters, the DPA controls.

3.6 Customer responsibilities

Customer represents that it has all rights, consents, and lawful bases needed to route its guests to the Service and to provide any hotel- or stay-context data to Rendezvo for processing, including obtaining guest opt-in (at check-in or by the guest messaging in), and that its instructions comply with applicable law.

4. AI-generated plans

The Service generates night-out plan text using AI ("Outputs"). Outputs are decision support: they may contain errors, such as outdated venue hours or availability, Customer and its guests are responsible for confirming details before relying on them, and Outputs are not a booking, a guarantee, or professional advice. The Service makes no solely automated decisions producing legal or similarly significant effects on individuals.

5. Fees and payment

Fees are stated on the Order Form, billed [annually in advance], and due [net 30]. Late amounts accrue [1.5%/month or the legal maximum, whichever is less]. Fees exclude taxes, which Customer pays (other than Rendezvo's income taxes). Except as expressly stated in this Agreement, fees are non-refundable.

6. Term and termination

6.1 Term

This Agreement runs while any Order Form is active. Subscriptions [auto-renew for successive one-year terms unless either party gives 30 days' notice of non-renewal]

6.2 Termination for cause

Either party may terminate for material breach uncured 30 days after written notice, or upon the other party's insolvency.

6.3 Effect

On termination or expiration, guest-facing messaging under Customer's branding stops; Rendezvo will make Guest Data available for export for [30] days, then delete it per the DPA. Customer pays fees accrued through the effective date; if Customer terminates for Rendezvo's uncured breach, Rendezvo refunds prepaid fees for the unused period.

7. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisers with a need to know who are bound to confidentiality. Exclusions: information that is public without breach, independently developed, rightfully received from a third party, or already known. Compelled disclosures are permitted with prompt notice where lawful. Obligations survive [3] years (indefinitely for trade secrets and guest personal information).

8. Security

Rendezvo will maintain a written information-security program with administrative, technical, and physical safeguards appropriate to the sensitivity of Guest Data, as further described in the DPA, including encryption in transit and at rest, role-based access controls with MFA, and logging. SOC 2 Type II is on Rendezvo's roadmap and Rendezvo is not yet certified.

9. Warranties and disclaimers

Each party warrants it has authority to enter this Agreement. Rendezvo warrants the Service will perform materially per the Documentation; Customer's exclusive remedy for breach is re-performance, and if Rendezvo cannot cure within 30 days, termination and a pro-rata refund. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS"; RENDEZVO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT OUTPUTS WILL BE ERROR-FREE.

10. Indemnification

10.1 By Rendezvo

Rendezvo will defend Customer against third-party claims that the Service (excluding Guest Data and Customer content) infringes US intellectual-property rights, and pay resulting damages or settlements. If the Service is enjoined, Rendezvo may modify it, procure rights, or terminate and refund prepaid unused fees.

10.2 By Customer

Customer will defend Rendezvo against third-party claims arising from Guest Data (including claims that Customer lacked rights or consents to route a guest to the Service) or Customer's use of the Service in violation of this Agreement or law, and pay resulting damages or settlements.

10.3 Process

Prompt notice, control of defense to the indemnifying party, reasonable cooperation.

11. Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE CLAIM. EXCEPTIONS (uncapped or super-capped, negotiate deliberately): Customer's payment obligations, either party's indemnification obligations, breach of confidentiality, and Rendezvo's breach of the DPA. [Consider a separate super-cap of 2-3x fees for data-protection breaches rather than unlimited; enterprise hotel groups will push for unlimited, don't give it.]

12. Support and availability

Rendezvo will provide support via [email, business hours, [XX]-hour first-response target] and will use commercially reasonable efforts to make the Service available [99.5%] of the time monthly, excluding maintenance and force majeure. [If you commit to service credits, define them here; otherwise leave availability as a target, not a guarantee.]

13. Publicity

Rendezvo may identify Customer by name and logo as a customer [only with Customer's prior written consent; flip this default if you can get it]

14. General

No assignment without consent (except to a successor in a merger or asset sale); notices in writing to the addresses on the Order Form; force majeure excuses non-monetary performance; independent contractors; entire agreement (this Agreement, the DPA, and Order Forms) supersedes prior discussions, and supersedes any terms on Customer's purchase order; amendments in writing; if a term is unenforceable the rest survives. Governing law: [STATE]; exclusive venue: [COUNTY, STATE]

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Order Form essentials (build as a separate one-pager): hotel legal name and notice address; subscription tier and price; term start/end; usage limits (properties, guest conversations/month); DPA incorporated by reference; signature blocks.