ampliphi Master Services Agreement

This Master Services Agreement (the “Agreement”) is between Aspire USA LLC., d/b/a ampliphi rms, a Delaware limited liability company with its office at 19321 US Hwy 19 N, Suite 607, Clearwater, Florida 33764 and its parent company, Valsoft Corporation Inc., a Quebec corporation having its registered office address at 7405 TransCanada Highway, Suite 100, H4T 1Z2, Montreal, Quebec, Canada, collectively (“ampliphi rms”), and [Name of Client] (the “Client”). This Agreement incorporates by reference the Order Form executed by the parties and attached hereto, as may be amended from time to time.

ampliphi rms is a hospitality management software solution for resorts, hotels, and inns that is offered as a (i) Software as a Service, or SaaS, application.

1. The Services

The client subscribes to the ampliphi rms products and services selected on each Sales Proposal attached hereto on the terms set forth herein. The Services include the following:

• a. Software as a Subscription (SaaS) shall provide access to the ampliphi rms solution and such other software for which Client subscribes on Sales Proposal solely for Client’s internal business purposes and solely for use by Authorized Users during the Term. All rights now expressly granted are reserved by ampliphi rms. The SaaS includes all updates during the Term which ampliphi rms makes generally available at no additional cost to its clients.
• b. Support. During the Agreement Term, ampliphi rms shall render services, as defined in the Support Agreement section 4.0 of the Master Services Agreement, in support of the ampliphi rms solutions.

2. Restrictions on Use

Client may not (i) sell, resell, share, lease or make the Services, or any portion thereof, available to any third party, (ii) create internet “links” to the Services or “frame” or “mirror” any portions of the Services on any other server or wireless or internet-based device (iii) access the Services in order to create a copy, derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Services or otherwise attempt to discover any source code, modify the Services in any manner or form, or use unauthorized modified versions of the Services, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service (iv) otherwise use the Services in any manner that exceeds the scope of use permitted under an Order Form or this Agreement. In addition, Client may not use the Services to (a) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material (b) send or store computer viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs (c) interfere with or disrupt the integrity or performance of the Services or the data contained therein or (d) attempt to gain unauthorized access to any ampliphi rms computers. Client shall, at all times, comply with all applicable laws in using the Services. Client shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Services.

3. Reasonable Expectations

ampliphi RMS is a decision-support software solution intended to assist hotel operators in setting optimal room rates and revenue strategies. As with all software tools of this nature, ampliphi RMS provides insights and recommendations based on the data input, configurations selected, and strategic parameters defined by the Client.

ampliphi RMS is provided “as-is” and may from time to time contain software defects or experience interruptions in performance. While ampliphi will make commercially reasonable efforts to correct known or reported defects in future releases, no guarantees are made as to response times, timelines for fixes, or uninterrupted operation.

The Client acknowledges that the effectiveness and performance of ampliphi RMS depend substantially on the quality, completeness, and timeliness of data input into the system, as well as the strategic decisions made by the Client’s revenue management team. ampliphi does not assume responsibility for the actual revenue outcomes or performance of the hotel business. All rate decisions, overrides, inventory control, and pricing strategies remain the sole responsibility of the Client.

Furthermore, ampliphi does not guarantee any specific revenue lift or business outcome and disclaims liability for any loss of business, revenue, or opportunity resulting from the use or inability to use the software. The Client agrees that software-based recommendations, while data-driven, require experienced human judgment to interpret and apply within the broader context of the hotel’s goals and market conditions.

By signing this Agreement, the Client affirms satisfaction with the ampliphi RMS product as it exists at the time of signing and understands that performance improvements depend on their internal operational alignment, user adoption, and revenue management strategy.

4. Support Agreement

This Support Agreement (“Agreement”) outlines the terms and scope of technical support services provided by ampliphi rms for its Software-as-a-Service Revenue Management System (“SaaS RMS”) to the subscribing customer (“Customer”).

1. Support Scope

The support services outlined in this Agreement are limited strictly to the setup, configuration, and general use of the SaaS RMS. Support inquiries may include:

• Navigating the user interface
• Understanding software features
• Troubleshooting access or performance issues
• Assistance with system configuration options

Excluded from the scope of support:

• Strategic or operational advice on hotel management
• Market positioning or competitive strategy
• Recommendations on rate setting, revenue forecasting, or pricing tactics
• Business consulting or coaching of any kind

2. Support Levels

The Provider offers support across three levels:

Level 1 – Frontline Support (24/7/365)

Available via:

• Email
• Chatbot
• Phone

Level 1 support handles basic usage questions, common troubleshooting, and general system inquiries. This level provides immediate assistance or routes the issue to Level 2 when needed.

Level 2 – Advanced Product Support (Business Hours Only)

Available during normal business hours (Monday to Friday, excluding public holidays) in the time zone of the Provider’s primary operations.

Level 2 support involves more complex problem resolution, configuration questions, and system behavior investigations. The Level 2 team will escalate to Level 3 as needed.

Level 3 – Product & Development Team Escalations

Escalation to Level 3 is at the discretion of the Level 2 support team and is reserved for:

• Software defects
• System bugs
• Critical issues requiring code-level investigation

Level 3 issues are triaged and prioritized by the Product and Development teams according to severity and impact.

3. Customer Responsibilities

To ensure efficient support delivery, the Customer agrees to:

• Provide detailed information when submitting support tickets
• Designate specific personnel to act as the primary contact(s) for support
• Follow Provider instructions for basic troubleshooting steps when applicable

4. Updates and Changes

The Provider reserves the right to update this Support Agreement from time to time. Changes will be communicated to the Customer through the SaaS RMS platform or via email with at least 30 days’ notice.

By subscribing to the SaaS RMS, the Customer acknowledges and agrees to the terms of this Support Agreement.

5. Fees and Payments.

• a. Payment Terms.  In consideration for the Software as a Service (SaaS) Services provided by ampliphi rms, Client Agrees to pay the fees set forth on the Exhibit A (provided). ampliphi rms reserves the right to suspend and/or terminate access to the SaaS Services if any Fees payable hereunder are past due and Client fails to cure such non-payment within ten (10) days of receipt of written notice from ampliphi rms. Such a suspension of Services shall not relieve Client from its obligation to pay all amounts due under this Agreement.
• b. Calculation of Fees. Client acknowledges that the Fees payable by Client are based on options selected by Client and listed on the Sales Proposal. Additionally, Client acknowledges for SaaS products the SaaS Rate shall be guaranteed for the first year. ampliphi rms reserves the right to increase the SaaS Rate in guidance of SaaS cost factors after the first year.
• c. Taxes. Fees and all other amounts mentioned in this Agreement do not include any sales, property, use, value added, or ad valorem taxes based upon this Agreement or any Services (collectively “Taxes”), all of which shall be paid by Client. In the event that ampliphi rms is required by applicable law to pay or remit such Taxes, Client shall reimburse ampliphi rms. Client shall not pay for taxes on ampliphi rms’s net income.

6. Service Level Agreement (SLA)

1. Uptime Commitment

ampliphi rms agrees to make the SaaS Revenue Management System (“Service”) available 99.98% of the time, measured on a monthly calendar basis, excluding Scheduled Maintenance and Excluded Downtime (as defined below) (“Uptime Commitment”).

2. Measurement and Calculation

Uptime is calculated as follows:

Uptime % = [(Total Minutes in Month – Downtime Minutes) / Total Minutes in Month] × 100

Downtime is defined as periods during which the core functionality of the Service is not accessible to End Users, excluding:

• Scheduled Maintenance (with at least 48 hours prior written notice and occurring during low-usage windows)
• Force Majeure Events
• Downtime caused by Customer-side issues (e.g., internet connectivity, third-party systems)
• Beta or trial services
• Emergency maintenance to protect system integrity or security

3. Service Credits

If the Uptime Commitment is not met in any given calendar month, Customer will be entitled to a Service Credit as described below:

To receive a Service Credit, Customer must submit a written request within 30 days of the end of the month, in which the Service Level was not met.

4. Remedy

Service Credits constitute the Customer’s sole and exclusive remedy for any failure by Provider to meet the Uptime Commitment.

7. Ownership.

As between the parties, ampliphi rms (and their licensors, where applicable) will retain all right, title and interest in the Services, report formats generated by the Services and all ampliphi rms Confidential Information, as well as any revisions, modifications, enhancements and derivative works thereof (together with the intellectual property rights therein). ampliphi rms retains all rights not expressly granted herein to Client hereunder.

8. Third Party Web Sites, Content, Products and Services.

The Services may enable the Client to link to, transmit Client Data to, or otherwise access, other Web sites, content, products, services, and information of third parties. ampliphi rms does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Services, and the Client shall bear all risks associated with access to and use of such Web sites and third-party content, products, services and information (including integration of third-party online applications into the Services). The client acknowledges that ampliphi rms is under no obligation to monitor or correct third party content, however, ampliphi rms reserves the right to take remedial action if any such content violates this Agreement, including the removal of, or disablement of access to, such content. Client acknowledges that the nature, type, quality and availability of third-party content and features of the Services that interoperate with third parties depend on continuing availability of such third parties’ applicable programming interfaces (“APIs”) for use with the Services. ampliphi rms may update, change or modify the Services under the Agreement or the Order Form as a result of a change in, or unavailability of, such third-party content or APIs. If any third party ceases to make its third-party content or APIs available on reasonable terms for the Services, as determined by ampliphi rms in its sole discretion, ampliphi rms may cease provided access to the affected third-party content or third-party services. Any changes to third party content, third party services or APIs, including their availability or unavailability, does not affect the Client’s obligations under this Agreement or the Order Form.

9. Confidentiality.

The term “Confidential Information” shall mean any and all information which is disclosed by either party to the other verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, including but not limited to this Agreement and the terms, conditions and pricing contained herein. ampliphi rms’s Confidential Information includes, but is not limited to, ampliphi rms’s proprietary technology, ampliphi rms trade secrets, computer programs, software, formulas, data, designs, know-how, inventions, techniques, marketing plans, documentation, strategies, and forecasts. Client’s Confidential Information includes, but is not limited to, Client Data, financial data, personnel records, marketing information and any other data or information in any form relating to the business affairs of Client. “Confidential Information” does not include information of the other party that is (i) publicly available, (ii) already in such party’s possession and not subject to a confidentiality obligation, (iii) obtained by such party from third parties authorized to make such disclosure, or (iv) independently developed by such party without reference to or use of the other party’s Confidential Information. Each party agrees that it will not disclose the other party’s Confidential Information to any third party, except as authorized by this Agreement. Each party agrees that it will disclose Confidential Information of the other party only to those of its employees and contractors who need to know such information and who have previously agreed to be bound by the non-disclosure terms and conditions of this Agreement. Each party agrees that it will treat all Confidential Information of the other party with the same degree of care as it accords its own Confidential Information; each party represents that it exercises reasonable care to protect its own Confidential Information. No violation of this Section shall occur by reason of a disclosure of Confidential Information in response to a valid order by a court or other governmental body, provided that the party subject to such order provides the other party with commercially reasonable prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information, and provided that the party subject to such order has been advised by counsel that such disclosure is required by law.

10. Term and Termination.

• a. Term. This Agreement shall remain in effect for the Initial Term (see Exhibit A), subject to subsections 12(b) and 12(c) below. Upon completion of the Initial Term, this Agreement shall renew for additional 12-month periods (each, a “Renewal Term”) unless either party provides written notice to the other party, at least one hundred twenty (120) days prior to the expiration of the then-current term, of its intention not to renew this Agreement.
• b. Termination of the Agreement for Convenience. Client may terminate the Agreement after the initial term with a 30-day written notice, which must be confirmed by Ampliphi rms. Terminations become effective on the first day of the next billing cycle.
• c. Termination of Licenses for Convenience. Client may add Rooms at then current prices during the Agreement term, and Client may also remove Rooms during the term. However, the client may not drop the number of Rooms below 80% of the initial number of Rooms in the Agreement. If the calculation of 80% of the initial number of Rooms yields other than a whole number, round up to the nearest whole number of Rooms if the resulting 80% figure ends with “.51” or greater, and round down to the nearest whole number if it ends with “0.50” or less. The minimum number of Rooms is four (4), meaning no Client can drop below four (4) Rooms.
• d. Termination with Cause. Either party may terminate this Agreement upon written notice to the other party if the other party defaults in the performance of any of its material obligations under this Agreement (except for a default in payments by Client), which default has not been substantially cured within thirty (30) days after written notice has been given to the defaulting Party specifying the default. Ampliphi rms may suspend access to the Services in the event it reasonably believes Client to be in violation of Section 2.
• e. Termination for Nonpayment. If Client defaults in the payment when due of any amount due to Ampliphi rms and does not cure such default, within ten (10) days after written notice has been given to Client, ampliphi rms may terminate the Agreement.
• f. Effect of Termination. Upon termination or expiration of this Agreement for any reason, each party shall return to the other party all property (including but not limited to any Confidential Information) of the other party in its possession or control. ampliphi rms will immediately cease performing all Services, the license granted under Section 1(a) shall be revoked, and all Client and Authorized User access to the Services shall be immediately terminated.
• g. Survival. The following provisions shall survive the termination or expiration of this Agreement: Section 2 (“Restrictions on Use”), Section 3 (“Reasonable Expectations), Section 5 (“Fees and Payments”), Section 7 (“Ownership”), Section 9 (“Confidentiality”), Section 10 (“Term and Termination”), Section 11(b) (“Disclaimer of Warranty”), Section 12 (“Limitation of Liability”), and Section 16 (“General Provisions”).

11. Limited Warranties and Disclaimer of Warranty.

• a. Performance Warranty. ampliphi rms warrants that the Services will conform in all material respects to the specifications contained in the Sales Proposal, and that the Services shall be provided in a workmanlike and professional manner by competent personnel. Client’s sole remedy for breach of the foregoing warranty will be for ampliphi rms to use commercially reasonable efforts to re-perform the applicable Services at no additional charge to Client.
• b. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, NEITHER AMPLIPHI RMS NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Without limiting the generality of the foregoing, ampliphi rms does not warrant that (i) the Services will operate in combination with other hardware, software, systems or data not provided by ampliphi rms, except as expressly specified by ampliphi rms in such Order Form, (ii) that the operation of the Services will be uninterrupted or error free or (iii) that the Services will meet Client’s requirements..
• c. Internet Disruption. CLIENT’S ACCESS TO THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS OR OTHER DISRUPTIONS INHERENT TO USE OF THE INTERNET. IN NO EVENT SHALL AMPLIPHI RMS BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT OR IN TORT) ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE OR CLIENT’S ABILITY TO CONNECT TO THE INTERNET.

12. Limitation of Liability.

NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (UNDER ANY THEORY INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT OR STRICT LIABILITY), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL AMPLIPHI RMS’S TOTAL CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO AMPLIPHI RMS BY CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. ALL CLAIMS THAT CLIENT MAY HAVE AGAINST AMPLIPHI RMS WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

13. Indemnity.

ampliphi rms shall at its own expense defend, or at its option settle any third party claim or action against Client of ampliphi rms to the extent alleging that the Services, when used by Client as provided in this Agreement, infringe a third party United States patent, copyright, trade secret or trademark, and ampliphi rms shall pay all costs (including reasonable attorney’s fees) arising therefrom and damages finally awarded against Client or paid in settlement by ampliphi rms thereof. ampliphi rms’s indemnification obligations under this Section are conditioned upon Client giving ampliphi rms: (a) prompt written notice of such claims; (b) reasonable assistance in defending the claim; and (c) sole authority to control the defense of such claim. ampliphi rms may, at its option and expense, and as Client’s exclusive remedy hereunder (i) replace the Services, without additional charge, with a functionally equivalent and non-infringing product; (ii) modify the Services to avoid the infringement; (iii) obtain a license for the Client to continue use of the Services at no additional charge to Client or (iv) cease providing the infringing portion of the Services and refund to Client a portion of the Fees paid for the infringing Services (as determined by ampliphi rms). Ampliphi rms shall have no liability for (1) any third-party claims arising from or caused by any use of the Services that is not in accordance with this Agreement, (2) any use of the Services with other programs, data, equipment or documentation not provided by ampliphi rms or (3) compliance with Client’s designs, specifications or instructions or for any Client Data. The indemnification rights of Client pursuant to this Section shall be the exclusive remedy of Client against ampliphi rms with respect to any infringement claims related to use of the Services.

14. Export.

Client acknowledges that the Services provide access to software and technology that may be subject to United States export controls. Client agrees that it will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Services or any technical information about the Services, without fully complying with the United States Export Administration Act, any regulation thereunder, and any applicable similar law or regulation.

15. General Provisions.

• a. Assignment. Client may not assign its rights or delegate its duties hereunder without ampliphi rms’s prior written consent. This Agreement shall be binding on each party’s successors and permitted assignees.
• b. Subcontract of Services. Client agrees that ampliphi rms may subcontract certain portions of the Services to be performed by affiliates or other third parties in connection with this Agreement, provided that no such arrangement shall relieve ampliphi rms of any of its obligations hereunder.
• c. Change in Services. ampliphi rms has the right to change, modify, and otherwise convert the technology used to provide the Services and terms under which the Services are offered, provided that the basic functionality and quality of the Services will not be materially affected.
• d. Force Majeure. Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a party’s reasonable control, including, but not limited to disruption of Internet access or services, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such condition.
• e. Governing Law; Venue; Arbitration. This Agreement is made and shall be governed by and construed in accordance with the laws of the State of Florida, excluding its choice of law principles. Exclusive jurisdiction and venue of any actions connected with this Agreement shall be submitted to confidential arbitration in Palm Beach County, Florida except that, to the extent ampliphi rms determines in its sole discretion it is prudent to do so, ampliphi rms may seek injunctive or other appropriate relief in the state or federal courts residing in Palm Beach County, Florida. Arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
• f. Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.
• g. Notice. All notices shall be in writing and sent by regular mail, certified mail, overnight courier, facsimile (if confirmed by mail), electronic mail (e-mail) or delivered personally to the addresses indicated on the most recent Order Form executed by the parties, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. Notice will be effective on the date shown on the delivery receipt or facsimile confirmation or, in the case of regular mail, actual receipt. In case of e-mail, notice will be considered effective upon the date sent by e-mail (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient.
• h. Non-Solicitation. Client shall not during the Term and for a period of one year following its expiration or termination, directly or indirectly, solicit, recruit, employ, retain or hire, either as an employee, agent, subcontract or independent contractor, any employee of ampliphi rms without ampliphi rms prior written consent.
• i. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
• j. No Third-Party Beneficiaries. ampliphi rms and Client agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
• k. Publicity. Neither party shall issue publicity or general marketing communications concerning the other party without such other party’s prior written approval.
• l. Entire Agreement; Modification; Waiver. This Agreement (including any attachments) sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of this Agreement (for avoidance of doubt, the foregoing includes any legacy ampliphi rms products). No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement will be valid or binding on either party unless the same is mutually agreed to in writing by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. The terms and conditions of any Order Form issued by Client in connection with this Agreement that are inconsistent with the terms and conditions of this Agreement shall not be binding and shall not be deemed to modify this Agreement unless agreed to in writing by an authorized representative of ampliphi rms.
• m. Security and Confidentiality. ampliphi rms maintains an information security policy that: contains appropriate administrative, technical, and physical safeguards designed to protect against Information Security Events; conforms as required to the requirements of applicable data protection laws; and sets forth policies and procedures that are consistent with, to the extent applicable to the Services, PCI DSS standards, the card networks’ rules and regulations; and Financial Services Industry Best Practices. A copy of the InnQuest Attestation of Compliance (AOC) is available upon request.