Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and SPC Hospitality Consulting (“SPC,” “we,” “us,” or “our”).

By creating an account and affirmatively accepting these Terms during registration (by checking the “I agree to the Terms of Service and Privacy Policy” checkbox), you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not create an account or use the Service.

2. Description of Service

SPC Hospitality provides AI-powered hospitality intelligence services, including but not limited to:

• — Guest review sentiment analysis and trend monitoring
• — Urgency detection and early warning alerts
• — Revenue impact modeling and predictive analytics
• — Competitive benchmarking intelligence
• — AI-generated narrative reports and dashboards

The Service utilizes artificial intelligence and machine learning models to analyze data. AI-generated outputs are probabilistic in nature: they reflect statistical patterns, not certainties. All outputs should be used as one input among many in business decision-making. For more detail, see Section 10 (AI Transparency).

NEWB2B Classification

The Service is designed and offered exclusively for business-to-business (“B2B”) use by hospitality industry professionals and entities. The Service is not intended for personal, family, or household use, and consumer protection statutes applicable to consumer transactions do not apply to this Agreement.

3. Eligibility

The Service is intended for use by hotel owners, operators, management companies, and hospitality professionals. By using the Service, you represent that you are at least 18 years of age, have the authority to bind yourself or the entity you represent to these Terms, and that you are entering into these Terms on behalf of a business entity in your professional capacity.

4. Account Registration

To access the Service, you must register for an account and affirmatively accept these Terms. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify SPC immediately of any unauthorized access.

5. Subscription Plans and Payment

5.1 Plans and Order Forms

The Service is offered under tiered subscription plans (Essentials, Professional, and Enterprise), each with different features and pricing as described on our website. Pricing is provided upon consultation. Final pricing is confirmed in writing before your subscription begins.

NEWOrder Form Primacy

If you and SPC execute a separate Order Form or Statement of Work (“Order Form”), the Order Form supplements these Terms. In the event of a conflict between an Order Form and these Terms, the Order Form controls with respect to the subject matter of that Order Form.

5.2 Automatic Renewal

Your subscription will automatically renew at the end of each billing period (monthly or annual, as selected) at the then-current rate, unless you cancel before the renewal date. By subscribing, you expressly consent to this automatic renewal and authorize SPC to charge your payment method on file for each renewal period.

REVISEDMulti-State Auto-Renewal Compliance

You will receive: (a) a confirmation email upon initial subscription clearly disclosing the automatic renewal terms, cancellation policy, and the mechanism for canceling; and (b) a renewal reminder email at least thirty (30) days prior to each renewal date, which shall include the renewal date, the renewal price, and instructions for canceling. These notices are provided in compliance with applicable state automatic renewal laws, including but not limited to California Business and Professions Code §17600 et seq., New York General Obligations Law §5-903, Illinois 815 ILCS 601, Virginia Code §59.1-207.45 et seq., Colorado CRS §6-1-732, and the Federal Trade Commission’s Negative Option Rule. Failure by SPC to send a renewal reminder shall not invalidate the renewal, but Client may cancel the renewed term within thirty (30) days of discovering the renewal and receive a full refund for that renewal period.

5.3 Cancellation

You may cancel your subscription at any time through your account settings or by emailing jyp@spc-analytics.com. Cancellation takes effect at the end of the current billing period. No partial refunds will be issued for the remaining portion of an active billing period. If SPC terminates your account without cause, you will receive a pro-rata refund for the unused portion of the current billing period (see Section 14).

5.4 Price Changes

SPC reserves the right to modify pricing with 30 days’ advance written notice via email. Price changes take effect at the start of the next billing period following the notice period. If you do not agree to the new pricing, you may cancel your subscription before the next renewal date.

6. Data and Privacy

6.1 Data Sources

The Service analyzes publicly accessible guest review data obtained through authorized means, including official platform APIs and publicly available web pages where no authentication is required. SPC does not access private guest information, reservation systems, or property management systems unless explicitly authorized by the Client.

6.2 Client Data

Any data you provide to SPC (including property information, contact details, and account information) will be handled in accordance with our Privacy Policy. You retain ownership of your data. SPC acts as a data processor with respect to Client data provided to us, and as a data controller with respect to data we independently collect or derive.

6.3 Analytics and Reports

Reports, dashboards, and analytics generated by the Service are derived from publicly accessible data and proprietary SPC models. These outputs are provided for informational and operational purposes only. They should not be the sole basis for business decisions. Outputs may reflect biases present in underlying guest review data, including potential biases related to race, gender, national origin, or accent. SPC does not warrant that outputs are free from such biases.

6.4 Third-Party Content

The Service may incorporate or reference content authored by third parties (such as guest reviews). SPC respects the intellectual property rights of third parties. If you believe any content displayed by the Service infringes your copyright, please contact us at jyp@spc-analytics.com with a description of the claimed infringement, and we will respond in accordance with the Digital Millennium Copyright Act (DMCA).

6.5 Data Breach Notification

REVISEDDefined Timeline + Multi-State Compliance

In the event of a security breach affecting your personal data, SPC will: (a) notify you without unreasonable delay and in any event within seventy-two (72) hours of becoming aware of the breach; (b) notify applicable regulatory authorities within the timeframes required under applicable law, including but not limited to the New York SHIELD Act (N.Y. Gen. Bus. Law §899-aa), the California Consumer Privacy Act (CCPA), the GDPR (where applicable), and any other state or federal breach notification statutes; and (c) provide a written summary of the nature of the breach, the categories of data affected, the approximate number of records involved, and the remedial measures taken or proposed. SPC shall cooperate with Client in investigating and remediating the breach. The obligations in this Section 6.5 do not apply to breaches caused solely by Client’s acts or omissions.

NEWSection 6.6: Data Retention and Deletion

Upon termination or expiration of your subscription, SPC will retain your Client data (excluding generated reports and analytics) for a period of thirty (30) days to facilitate account reactivation or data export. After this 30-day period, SPC will delete or anonymize your Client data in accordance with its standard data destruction procedures, unless retention is required by applicable law or regulation. You may request earlier deletion by emailing jyp@spc-analytics.com. SPC will confirm deletion in writing within ten (10) business days of completing the deletion process. This provision does not apply to aggregated, de-identified, or anonymized data that cannot reasonably be used to identify you or your properties.

NEWSection 6.7: U.S. State Privacy Law Compliance

To the extent that SPC processes personal information subject to U.S. state privacy laws—including but not limited to the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), the Utah Consumer Privacy Act (UCPA), the Texas Data Privacy and Security Act (TDPSA), the Oregon Consumer Privacy Act (OCPA), the Montana Consumer Data Privacy Act (MCDPA), and any subsequently enacted state privacy legislation—SPC will: (a) process such personal information only for the business purposes specified in these Terms and the Privacy Policy; (b) not sell personal information or share it for cross-context behavioral advertising; (c) honor verified consumer rights requests (access, deletion, correction, portability, and opt-out) as required by applicable state law; and (d) enter into data processing agreements containing the required contractual terms under each applicable statute. SPC’s Privacy Policy contains further detail on data subject rights and the mechanisms for exercising them.

7. Intellectual Property

7.1 SPC Property

The Service, including all software, algorithms, models, dashboard designs, report templates, and documentation, is the intellectual property of SPC Hospitality. Nothing in these Terms grants you ownership of any SPC intellectual property.

7.2 License to Service

Subject to these Terms, SPC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

7.3 License to Outputs

You are granted a perpetual, irrevocable, non-exclusive license to use, copy, and distribute reports and analytics generated by the Service for your account, for your internal business purposes. This license survives termination of your subscription.

7.4 Restrictions

You may not: (a) reverse engineer, decompile, or disassemble any part of the Service; (b) resell, sublicense, or distribute the Service itself to third parties; (c) use the Service to build a competing product or service; or (d) remove any proprietary notices from the Service.

NEWSection 7.5: Feedback

If you provide SPC with suggestions, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), you grant SPC a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, and incorporate such Feedback into the Service without any obligation to you. Feedback does not include Client data or Client’s confidential information.

8. Acceptable Use

You agree not to use the Service to:

• — Violate any applicable law or regulation
• — Infringe on the rights of any third party
• — Manipulate or fabricate review data
• — Interfere with or disrupt the Service infrastructure
• — Attempt to gain unauthorized access to any part of the Service
• — Use Service outputs as the sole or substantial basis for any employment decision, including hiring, firing, promotion, demotion, compensation, or disciplinary action against any individual
• — Use the Service in any jurisdiction where such use would violate applicable sanctions, export control, or anti-corruption laws

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service (“Confidential Information”), including business data, pricing, technical specifications, and client property information. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law. This obligation survives termination of these Terms for a period of two (2) years.

NEWStandard Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice (where legally permitted) and cooperates in any effort to obtain protective treatment.

10. AI Transparency and Fairness

10.1 AI-Powered Service

The Service uses artificial intelligence and machine learning models, including large language models, to analyze guest review data and generate reports. These models produce probabilistic outputs based on statistical patterns in the data.

10.2 Limitations

AI-generated analyses, predictions, and recommendations are not guarantees of future performance. Revenue impact estimates are modeled projections, not financial advice. The accuracy of outputs depends on the quality, quantity, and representativeness of available review data.

10.3 Bias Disclosure

Guest review data may contain biases, including biases related to reviewers’ perceptions of race, gender, national origin, accent, or other characteristics of hotel staff. SPC is committed to monitoring for and mitigating bias in its models but does not warrant that outputs are entirely free from such biases. Clients should exercise independent judgment when acting on Service outputs.

10.4 Human Oversight

SPC recommends that all significant business decisions informed by Service outputs involve human review and independent verification. The Service is designed to augment, not replace, human judgment.

10.5 Employment Decisions

The Service is not designed, intended, or authorized for use as an Automated Employment Decision Tool (AEDT) as defined under New York City Local Law 144 or similar regulations. You must not use Service outputs as the sole or primary factor in employment-related decisions. If you intend to use outputs in connection with employment decisions, you are solely responsible for compliance with all applicable laws, including conducting required bias audits and providing required notices.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

In plain language: SPC does not guarantee that the Service will be uninterrupted, error-free, or that results will be accurate. AI-generated outputs are probabilistic and should be one input among many in your decision-making. Service availability may be affected by changes to third-party data sources beyond SPC’s control.

NEWThird-Party Data Disclaimer

SPC does not warrant the accuracy, completeness, or reliability of any third-party content (including guest reviews) analyzed or displayed by the Service. Third-party content is provided “as available” from its respective sources, and SPC disclaims all liability for errors, omissions, or inaccuracies in such content. You acknowledge that third-party platforms may modify, restrict, or discontinue access to their data at any time, which may affect the availability or completeness of Service outputs.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE.

Each party’s total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the total amount paid by you to SPC during the twelve (12) months preceding the claim.

REVISEDDefined Exceptions with Super-Cap

Exceptions. The above limitations do not apply to: (a) either party’s breach of confidentiality obligations under Section 9; (b) either party’s indemnification obligations under Section 13; (c) SPC’s gross negligence or willful misconduct; or (d) liability arising from a data breach caused by SPC’s failure to implement and maintain security measures consistent with SOC 2 Type II standards or an equivalent industry-recognized security framework. Notwithstanding the foregoing, in no event shall either party’s total aggregate liability under exceptions (a) through (d) exceed three (3) times the total amount paid by Client to SPC during the twelve (12) months preceding the claim (“Super-Cap”).

13. Indemnification

13.1 By You

You agree to indemnify, defend, and hold harmless SPC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of your use of the Service, your violation of these Terms, or your infringement of any third-party rights.

13.2 By SPC

REVISEDNarrowed Scope with Standard Carveouts

SPC agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims alleging that SPC’s proprietary technology (specifically, the Service’s software, algorithms, and models, but excluding any third-party content analyzed, displayed, or referenced by the Service) infringes a valid United States patent, copyright, or trademark.

This indemnity does not apply to claims arising from: (a) your modification, customization, or configuration of the Service; (b) your combination of the Service with products, services, or data not provided by SPC; (c) your continued use of the Service after receiving written notice of alleged infringement and a commercially reasonable non-infringing alternative; (d) your use of the Service in violation of these Terms or applicable law; or (e) any open-source or third-party components to the extent such claims relate to those components independent of the Service.

SPC also agrees to indemnify you against claims arising directly from SPC’s material breach of its data protection obligations under Section 6 and the Privacy Policy, subject to the Super-Cap defined in Section 12.

If the Service becomes, or in SPC’s reasonable judgment is likely to become, the subject of an infringement claim, SPC may, at its sole option and expense: (i) procure the right for you to continue using the Service; (ii) modify the Service to make it non-infringing without materially reducing functionality; or (iii) terminate your subscription and provide a pro-rata refund of prepaid fees for the unused portion of the subscription term.

13.3 Indemnification Procedures

[NEW]

The indemnified party shall: (a) provide prompt written notice of the claim (provided that failure to provide timely notice shall not relieve the indemnifying party except to the extent materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits liability without the indemnified party’s prior written consent.

14. Termination

14.1 By You

You may terminate your account at any time by canceling your subscription through your account settings or by emailing jyp@spc-analytics.com.

14.2 By SPC for Cause

SPC may suspend or terminate your access if you materially breach these Terms, provided SPC gives you written notice describing the breach and a fifteen (15) day opportunity to cure, unless the breach is not capable of cure.

14.3 By SPC Without Cause

SPC may terminate your account without cause upon thirty (30) days’ written notice. In such case, SPC will provide a pro-rata refund for the unused portion of your current billing period.

14.4 Effect of Termination

Upon termination, your right to use the Service ceases. Your license to previously generated reports and outputs survives per Section 7.3. Data retention and deletion shall be governed by Section 6.6. Sections 6.5, 6.6, 6.7, 7, 9, 10, 11, 12, 13, 15, 16, and 17 shall survive termination.

15. Governing Law and Disputes

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

15.2 Dispute Escalation

[NEW]

Before initiating formal dispute resolution, the parties shall attempt to resolve any dispute through good-faith negotiation. Either party may initiate the escalation process by providing written notice of the dispute. Within fifteen (15) business days of such notice, a senior representative of each party shall meet (in person or by videoconference) to attempt resolution. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed to formal dispute resolution as set forth below.

15.3 Domestic Disputes

For clients based in the United States, any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in New York County, New York. Both parties consent to personal jurisdiction in these courts and waive any objection to venue.

15.4 International Disputes

REVISEDCost-Effective Arbitration

For clients based outside the United States, disputes shall be resolved by binding arbitration administered by JAMS International under its Comprehensive Arbitration Rules and Procedures, with the seat of arbitration in New York, New York. The arbitration shall be conducted in English by a single arbitrator selected in accordance with JAMS rules. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.5 Class Action Waiver

[NEW]

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SPC EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY. YOU AND SPC AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15.6 Jury Trial Waiver

[NEW]

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15.7 Prevailing Party

[NEW]

In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

16. Export Controls and Sanctions Compliance

You represent and warrant that: (a) you are not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (b) you are not identified on the U.S. Treasury Department’s Specially Designated Nationals (SDN) List, the U.S. Commerce Department’s Entity List, or any other applicable restricted party list; and (c) you will not use the Service in violation of any applicable export control, sanctions, or anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010.

SPC reserves the right to immediately terminate your access if we reasonably determine that your use of the Service would violate applicable sanctions or export control laws.

17. Modifications to Terms

SPC reserves the right to modify these Terms. For material changes, we will provide at least thirty (30) days’ advance notice via email to the address associated with your account. If you do not agree to the modified Terms, you may cancel your subscription before the changes take effect, and the prior Terms will apply for the remainder of your current billing period. If you continue to use the Service after the changes take effect, you accept the modified Terms.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance arising out of causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, changes to third-party data source availability, or third-party platform outages. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.

NEWExtended Force Majeure Termination

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription upon written notice, and Client shall receive a pro-rata refund of prepaid fees for the period of non-performance.

19. General Provisions

19.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

19.2 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Order Forms, and any Data Processing Agreement, constitute the entire agreement between you and SPC regarding the Service and supersede all prior agreements, representations, and understandings.

19.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without SPC’s prior written consent. SPC may assign its rights and obligations in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

19.4 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce the provision in the future.

19.5 Notices

All notices under these Terms shall be in writing and sent to the email address on file. Notices to SPC should be directed to jyp@spc-analytics.com.

NEWSection 19.6: Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

NEWSection 19.7: Third-Party Beneficiaries

These Terms do not confer any rights or remedies on any person or entity other than the parties hereto and their respective successors and permitted assigns.

20. International Users

If you access the Service from outside the United States, you are responsible for compliance with local laws. For users in the European Economic Area (EEA) or United Kingdom, the following supplementary terms apply:

• — Data transfers from the EEA/UK to the United States are governed by Standard Contractual Clauses (SCCs) as described in our Privacy Policy.
• — Nothing in these Terms limits any rights you may have under mandatory consumer protection laws in your jurisdiction.
• — For GDPR-related inquiries or to exercise data subject rights, contact our Data Protection contact at jyp@spc-analytics.com.

NEWDPO Contact

SPC is evaluating the appointment of a formal Data Protection Officer (DPO) under GDPR Article 37. In the interim, all data protection inquiries should be directed to jyp@spc-analytics.com.

21. Accessibility

SPC is committed to making the Service accessible to all users, including those with disabilities. We aim to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you experience any accessibility barriers when using the Service, please contact us at jyp@spc-analytics.com and we will work to address the issue promptly.

22. Insurance

[NEW]

SPC maintains commercially reasonable insurance coverage, including: (a) commercial general liability insurance; (b) technology errors and omissions (E&O) insurance; and (c) cyber liability insurance covering data breaches and security incidents. Upon written request, SPC will provide a certificate of insurance to Enterprise-tier subscribers.

23. Service Levels

[NEW]

SPC targets a Service availability of 99.5% measured on a monthly basis, excluding scheduled maintenance windows and force majeure events. Scheduled maintenance will be performed during off-peak hours (12:00 AM – 6:00 AM Eastern Time) where feasible, with at least 48 hours’ advance notice for planned downtime exceeding 30 minutes. If availability falls below 99.5% in any calendar month, Professional and Enterprise subscribers may request a service credit equal to 5% of that month’s subscription fee for each full percentage point below the target, up to a maximum of 25% of that month’s fee. Service credits are the sole and exclusive remedy for failure to meet the availability target and must be requested within 30 days of the affected month.

24. Contact

If you have questions about these Terms, please contact us at:

SPC Hospitality Consulting

jyp@spc-analytics.com

jyp@spc-analytics.com (data protection inquiries)

New York, New York