BEYONDBRAIN INCORPORATED – TERMS AND CONDITIONS

1. Contractual Framework

1.1 These Terms and Conditions (the “Terms”) constitute a binding legal agreement between BeyondBrain Incorporated, a Japanese stock corporation (kabushiki‑kaisha) registered under company number 1011001157950, whose registered office is at WeWork Shibuya Scramble Square, 2‑24‑12 Shibuya, Shibuya‑ku, Tokyo 150‑6139, Japan (“BeyondBrain,” “Company,” “we,” “us,” or “our”), and the legal or natural person that registers for, accesses or uses the Services (“User,” “you” or “your”).

1.2 By executing an order form or SOW that references these Terms, clicking “I agree,” or otherwise accessing the Services, you acknowledge that you have read, understood and agree to be legally bound by these Terms on behalf of yourself and, where applicable, the hotel or corporate entity you represent (the “Hotel”). If you lack such authority, or if you do not agree with every provision herein, do not access or use the Services.

2. Definitions

Capitalised terms used but not defined in the body shall have the meanings ascribed in Schedule 1 (Definitions).

3. Eligibility; Account Registration

3.1 Age and Authority. You must be at least eighteen (18) years of age—and possess full power and authority under Applicable Law—to bind the Hotel to these Terms.

3.2 Account Information. All registration information provided to BeyondBrain shall be true, accurate, current and complete, and you shall promptly update such information thereafter as necessary to keep it so.

3.3 Credentials. User is responsible for maintaining the confidentiality of all authentication credentials and shall immediately notify BeyondBrain of any unauthorised access or use. BeyondBrain is not liable for any Losses arising from compromised credentials.

4. Scope of Services

4.1 Provision of Services. Subject to these Terms and timely payment of all Fees, BeyondBrain will provide the software‑as‑a‑service platform branded “FifthKeys” (the “Platform”) and any ancillary professional services ordered in an executed order form or statement of work (each an “Order”).

4.2 Modifications. BeyondBrain reserves the right to modify or discontinue any aspect of the Services at any time. Where a modification materially diminishes Core Functionality during an active paid Subscription Term, BeyondBrain shall use commercially reasonable efforts to provide thirty (30) days’ prior notice.

4.3 Third‑Party Systems. The Services interoperate with third‑party PMS, RMS, POS and messaging platforms. BeyondBrain disclaims all responsibility or liability whatsoever with respect to any third‑party system, including availability, security, data integrity or performance.

5. Licence Grant; Use Restrictions

5.1 Limited Licence. Subject to, and for the duration of, your compliance with these Terms, BeyondBrain grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable licence to access and use the Platform solely for Hotel’s internal business purposes. All rights not expressly granted are reserved by BeyondBrain and its licensors.

5.2 Prohibited Conduct. User shall not (a) copy, frame, mirror or modify the Platform; (b) reverse engineer, decompile or otherwise attempt to derive source code; (c) interfere with or disrupt the integrity, security or performance of the Platform; (d) access the Platform for purposes of competitive analysis or building a competing product or service; or (e) remove proprietary notices.

6. User Obligations

6.1 Compliance with Law. User shall use the Services strictly in accordance with all Applicable Laws, including, without limitation, laws governing privacy, data protection, marketing and consumer protection.

6.2 Guest Consent. User shall obtain and maintain all consents and permissions required under Applicable Laws to permit BeyondBrain’s lawful processing of Guest Data.

6.3 System Access. User shall at all times provide BeyondBrain with valid API keys and credentials necessary for integration with Hotel’s PMS, RMS and other systems.

6.4 Data Accuracy. User shall ensure that all Hotel Data and Guest Data supplied to the Platform are accurate and complete. User acknowledges that the accuracy of recommendations and analytics depends on such data.

6.5 Security Measures. User shall implement industry‑standard administrative, physical and technical safeguards to prevent unauthorised access to the Services.

7. Fees and Payment Terms

7.1 Commercial Model. Except as expressly provided in an Order, the Services are offered on a success‑based revenue‑share model. User shall pay BeyondBrain a fee equal to five per cent (5 %) of: (a) Gross Incremental Upsell Revenue; and (b) Gross Marketplace Revenue (collectively, the “Success Fee”). All calculations shall be derived from transaction records generated by the Platform, which records shall be deemed conclusive absent manifest error.

7.2 Free Trial. BeyondBrain will waive the Success Fee for the first three (3) full calendar months following the Effective Date (the “Trial Period”). Unless User provides written notice of termination at least five (5) Business Days prior to the end of the Trial Period, billing of the Success Fee under Section 7.1 shall commence automatically on the first day of the fourth calendar month.

7.3 Invoicing. BeyondBrain shall issue electronic invoices monthly in arrears, itemising Gross Incremental Upsell Revenue, Gross Marketplace Revenue and the corresponding Success Fee. User may dispute an invoice in good faith by written notice within ten (10) Business Days; undisputed portions remain payable when due.

7.4 Payment Terms. Invoices are payable net fifteen (15) days from the invoice date and must be remitted in U.S. dollars by wire transfer, ACH or credit card. User shall bear all bank and FX charges.

7.5 Late Payments. Any undisputed amount not paid when due shall accrue interest at two per cent (2 %) per month, compounding monthly, or the maximum rate permitted by law, whichever is lower. BeyondBrain may suspend Services for payments more than ten (10) days past due.

7.6 Taxes. Fees are exclusive of all sales, VAT, GST, use, withholding or similar taxes. User shall be responsible for all such taxes, except taxes based solely on BeyondBrain’s net income.

7.7 Audit. BeyondBrain may audit, no more than twice in any rolling twelve‑month period, User’s transaction records that are relevant to Success Fee calculation. Any underpayment, however small, shall be settled within ten (10) days together with interest and a fifteen‑per‑cent (15 %) audit surcharge.

8. Data Protection and Security Data Protection and Security

8.1 Processing Roles. Hotel is the data controller/business and BeyondBrain is the data processor/service provider with respect to Personal Data.

8.2 Security Programme. BeyondBrain maintains a comprehensive written security programme aligned with SOC 2 Type II standards, including encryption in transit and at rest (TLS 1.2+, AES‑256) and multi‑factor authentication for privileged accounts.

8.3 Breach Notification. BeyondBrain shall notify User without undue delay, and in any event within seventy‑two (72) hours after confirmation, of any Personal‑Data Breach affecting Guest Data or Hotel Data.

8.4 Data Retention and Deletion. BeyondBrain retains Personal Data only as long as necessary to provide the Services or as required by law, and deletes or anonymises such data within ninety (90) days after termination.

8.5 Data Processing Addendum. Further data‑processing terms are set forth in the Data Processing Addendum (DPA), which forms part of these Terms.

9. Intellectual‑Property Rights

9.1 Ownership. BeyondBrain and its licensors own all Intellectual‑Property Rights in and to the Platform, Documentation, underlying algorithms, Aggregated Data and any improvements thereto.

9.2 Feedback Licence. User hereby grants BeyondBrain a perpetual, irrevocable, royalty‑free licence to use, reproduce, adapt and exploit any Feedback without restriction.

10. Warranties; Disclaimer

10.1 Authority Warranty. Each Party represents that it has full power and authority to enter into these Terms.

10.2 Platform Warranty. BeyondBrain warrants that, during an active paid Subscription Term, the Platform will materially conform to its published Documentation. User must notify BeyondBrain of any breach within thirty (30) days after discovery. BeyondBrain’s sole obligation and User’s exclusive remedy shall be, at BeyondBrain’s option, (a) re‑performance of the non‑conforming Services or (b) pro‑rata refund of Fees for the affected Services.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR‑FREE.

11. Limitation of Liability and Indemnification

11.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEYONDBRAIN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY USER IN THE SIX (6) CALENDAR MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL BEYONDBRAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, REVENUE OR BUSINESS OPPORTUNITY.

11.2 Indemnification by User. User shall indemnify, defend and hold harmless BeyondBrain and its affiliates, officers, directors and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from (a) User’s breach of these Terms, (b) User’s violation of Applicable Laws or third‑party rights, or (c) User’s negligent or wilful misconduct.

12. Termination

12.1 Termination by User. User may terminate these Terms for convenience upon thirty (30) days’ prior written notice.

12.2 Termination by BeyondBrain. BeyondBrain may terminate (a) immediately for User’s material breach, (b) on thirty (30) days’ written notice if BeyondBrain discontinues the Services, or (c) as otherwise provided herein.

12.3 Effect of Termination. Upon termination: (i) User shall cease all use of the Services, (ii) all Fees accrued shall become immediately due, and (iii) Sections 5 through 13 shall survive.

13. Dispute Resolution; Governing Law

13.1 Governing Law. These Terms are governed by, and shall be construed in accordance with, the laws of Japan, without regard to conflict‑of‑law principles.

13.2 Arbitration. Any dispute, controversy or claim arising out of or relating to these Terms shall be finally settled by binding arbitration conducted in Tokyo, Japan, in English, under the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek injunctive relief in any competent court to protect its intellectual‑property rights or Confidential Information.

14. Miscellaneous

14.1 Amendments. BeyondBrain may amend these Terms upon posting an updated version in the Platform or by written notice. Continued use after the effective date constitutes acceptance.

14.2 Entire Agreement. These Terms, together with the Order and any referenced policies (including the DPA), constitute the entire agreement and supersede all prior agreements.

14.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remainder shall remain in full force.

14.4 Waiver. A waiver must be in writing and signed; no waiver shall be deemed a continuing waiver.

14.5 Force Majeure. Neither Party is liable for delay or failure due to events beyond reasonable control, including natural disasters, war, terrorism, pandemics, or internet backbone failures.

14.6 Assignment. User may not assign these Terms without BeyondBrain’s prior written consent. BeyondBrain may assign freely.

14.7 Notices. Formal notices shall be in writing and delivered by courier, certified mail or email with confirmation, to the addresses in the Order or as updated by written notice.

14.8 Independent Contractors. The Parties are independent contracting parties; nothing herein creates an agency, partnership, joint venture or employment relationship.