Premium Membership Agreement

These Premium Membership Terms (“Terms”) are a binding legal agreement between CITYKEY LLC (D.B.A. Hotel Tech Report, Inc.), with its principal place of business in California (“HTR”, “Company”, “we”, “us”, or “our”), and you, the company or individual purchasing or using HTR’s Premium Membership (“Member”, “Client”, or “you”). These Terms are published on HTR’s website and apply to every Premium Membership purchase and renewal unless superseded by a separately signed written agreement between HTR and Member.

1.1 How You Accept

You accept and agree to be bound by these Terms by doing any of the following: (a) clicking an “I agree,” “Subscribe,” “Purchase,” or similar button during online checkout; (b) signing an order form or invoice that references these Terms; (c) submitting payment for a Premium Membership; (d) accessing or using any Premium Membership benefit; or (e) instructing HTR to begin or continue services. Any one of the foregoing constitutes your acceptance of these Terms on behalf of yourself and, if applicable, the company you represent.

1.2 Authority

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that (a) you have the full legal authority to bind that entity, (b) you have read and understood these Terms, and (c) you agree to these Terms on the entity’s behalf. In such case, “you,” “Member,” and “Client” refer to that entity.

1.3 Refusal to Accept

If you do not agree to these Terms, you must not purchase, subscribe to, or use the Premium Membership. HTR will not be obligated to provide Premium Membership services to anyone who has not accepted these Terms.

1.4 Relationship to Order Forms

These Terms are incorporated by reference into every order form, invoice, proposal, and online checkout for Premium Membership. In the event of a conflict, the order form controls as to commercial terms (price, scope of package, quantity); these Terms control as to all other matters. A separately negotiated, mutually signed written agreement between HTR and Member will supersede these Terms only to the extent of any express conflict, and only for that specific Member.

3.1 Initial Term

The Premium Membership begins on the effective date set forth on the applicable order form and continues for the Membership Term specified therein (typically twelve (12) months).

3.2 Automatic Renewal

MEMBER ACKNOWLEDGES AND AGREES THAT THIS MEMBERSHIP WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL IN LENGTH TO THE INITIAL MEMBERSHIP TERM AT HTR’S THEN-CURRENT RATES UNLESS MEMBER CANCELS IN ACCORDANCE WITH THIS SECTION. HTR will make a good-faith effort to notify Member of the upcoming renewal at least thirty (30) days prior to the renewal date, including the renewal price, the renewal term, and instructions for cancellation. Notice will be sent to the primary contact email and/or billing contact on file. It is Member’s responsibility to keep contact information current.

3.3 Opt-Out / Cancellation Before Renewal

Member may opt out of automatic renewal at any time prior to the renewal date by (a) providing written notice to HTR at [email protected], (b) submitting a cancellation request through the Member’s account dashboard, or (c) such other method HTR makes available. To be effective for the upcoming renewal, cancellation must be received no later than the day before the renewal date.

3.4 Post-Renewal Refund Window

If a renewal is processed, Member shall have thirty (30) days from the renewal billing date to request cancellation and a full refund of the renewal fee (the “Refund Window”), provided that Member has not used, consumed, drawn down, or commenced any Metered Benefit (including, without limitation, any PPC Credit, lead credit, Agency Services campaign, sponsored content placement, or any other usage-based benefit) during the renewal term. If any Metered Benefit has been used in any amount during the renewal term, no refund will be available, even if the cancellation request is made within the Refund Window. After the Refund Window expires, all renewal fees are non-refundable regardless of usage. Refund requests must be submitted in writing to [email protected].

3.5 Notification Redundancy

HTR maintains multiple redundant channels to notify Member of renewals, campaign opportunities, selection deadlines, and other material events, including but not limited to: (a) email notifications to the primary contact and billing contact on file; (b) Intercom in-product notifications — Member is responsible for whitelisting Intercom as a trusted sender and ensuring its team can receive these messages; (c) a recapped project management board shared with Member; and (d) dashboard access with live chat to HTR’s team. Member acknowledges that these redundant channels constitute reasonable and sufficient notice, and Member is responsible for monitoring them and for ensuring that email filters, firewalls, or spam settings do not block HTR communications. HTR’s obligation to provide notice is satisfied by delivery through any one of these channels.

3.6 No Refunds Outside Refund Window

Except as expressly set forth in Section 3.4 or as required by applicable law, all fees paid under these Terms are non-refundable. Cancellation does not entitle Member to a refund for the current Membership Term, and Member may continue to access benefits through the end of the paid period.

4.1 Access

Premium Membership benefits are available only to the Member and its designated team members who are employed by or formally affiliated with the Member entity. Benefits, including but not limited to Agency Services, PPC Credits, and advertising placements, are not transferable to other parties, affiliates, parent companies, subsidiaries, resellers, or clients of Member.

4.2 Changes to Benefits

HTR may modify, enhance, or discontinue certain benefits at any time in its reasonable discretion. HTR will provide Member with advance notice of material changes that adversely affect the core benefits of Member’s Package. If HTR materially and adversely modifies the core benefits of a paid Package during the Membership Term, Member’s sole and exclusive remedy is a prorated refund of the unused portion of the Package fee attributable to the discontinued benefit.

4.3 Bundled Pricing

Member acknowledges that Agency Services, PPC Credits, and other benefits bundled with a Package are offered at substantially discounted prices relative to HTR’s standard rates, in consideration of Member’s commitment to the full Membership Term. ALL PACKAGE BENEFITS, INCLUDING AGENCY SERVICES AND PPC CREDITS, MUST BE SCHEDULED AND CONSUMED WITHIN THE MEMBERSHIP TERM IN WHICH THEY WERE PURCHASED. Any unused benefits at the end of the Membership Term are forfeited, have no cash value, and do not roll over to any renewal term. HTR has no obligation to credit, refund, or otherwise compensate Member for unused benefits.

4.4 Premium-Tier Hosted Features

Certain Premium Membership benefits take the form of Premium-tier hosted features on the HTR platform, including without limitation hosted case studies, hosted reports and research, hosted press releases, extended profile sections, featured media, and promotional placements (collectively, "Premium-Tier Features"). Premium-Tier Features are available only while Member maintains an active Premium Membership. Upon downgrade, non-renewal, cancellation, or termination of the Membership for any reason, Premium-Tier Features are deactivated and the associated hosted pages and content cease to be available on the HTR platform after a thirty (30) day transition period. Deactivation of Premium-Tier Features does not affect Member's baseline Company Profile, reviews, or category listings, which remain available under HTR's standard (non-Premium) terms. Member acknowledges that Premium-Tier Features are a service, not a permanent asset, and that no export, migration, or preservation of hosted content is owed upon deactivation. This Section operates in conjunction with Sections 4.3 and 8.4.

5.1 Onboarding and Scheduling

Packages that include Agency Services require Member to schedule and define the scope of those services during HTR’s onboarding call. HTR will make reasonable efforts to schedule the onboarding call promptly after purchase. If Member does not schedule or complete the onboarding call within a reasonable period after purchase, HTR may proceed under Sections 5.3 and 5.6 below.

5.2 Member Selection Obligation

Member is responsible for selecting the specific Agency Services campaigns, deliverables, or placements it wishes to use within thirty (30) days of the start of each Membership Term (including any renewal term).

5.3 HTR Default Selection

If Member does not make its selections within the thirty (30) day period in Section

5.2, HTR shall have the right, but not the obligation, to select campaigns, placements, and deliverables on Member’s behalf in good faith and using its reasonable professional judgment, so that Member receives the value it has paid for. HTR will notify Member of its default selections.

5.4 Member Adjustment Window

Member shall have thirty (30) days from the date of HTR’s notification under Section

5.3 to adjust, substitute, or redirect the selected campaigns. After that thirty (30) day window, HTR’s selections are deemed accepted, and any further changes will be handled as new scheduling requests subject to HTR’s availability.

5.5 Subsequent Campaigns

For each subsequent campaign or deliverable during the Membership Term, HTR will notify Member and provide a reasonable opportunity to guide campaign direction, creative, targeting, and timing.

5.6 Autopilot

If Member is unresponsive, fails to provide direction, or fails to approve materials within the timeframes reasonably requested by HTR, HTR shall have the right to run campaigns on “autopilot” — that is, using HTR’s professional judgment regarding creative, targeting, channels, and timing — to ensure Member receives the value of the benefits purchased. Member acknowledges and agrees that autopilot campaigns run under this Section are fully within the scope of services purchased, shall count against Member’s Package benefits, and shall not give rise to any refund, credit, or claim against HTR based on Member’s later disagreement with creative, targeting, or performance.

5.7 No Guaranteed Outcomes

Member acknowledges that advertising and marketing outcomes depend on many factors outside HTR’s control, including market conditions, Member’s product and pricing, competitive activity, and third-party platform behavior. HTR makes no representation, warranty, or guarantee regarding specific results, leads, conversions, impressions, clicks, rankings, or return on investment.

The Premium Membership is personal to the Member entity and its Company Profile. Member’s rights under these Terms, including the Membership and all associated benefits, credits, and Agency Services entitlements, are NOT assignable or transferable, by operation of law or otherwise, to any third party, including in connection with a merger, acquisition, consolidation, sale of all or substantially all assets, change of control, spin-off, rebranding, or reorganization, without the prior written consent of HTR, which HTR may grant or withhold in its sole discretion.

The Premium Membership must remain tied to the Company Profile that originally purchased it. If the underlying business is acquired, merged, or otherwise reorganized such that the Company Profile no longer represents the original Member entity or its successor operating under the same name and product, HTR may, in its sole discretion, terminate the Membership without refund, migrate the Membership subject to a written amendment, or require the successor entity to enter into a new agreement at then-current rates. Any purported transfer in violation of this Section shall be null and void.

7.1 Compliance

Member shall comply with all applicable federal, state, local, and international laws and regulations while using the Premium Membership services, including but not limited to laws relating to advertising, consumer protection, intellectual property, privacy, data protection, and anti-spam (including the CAN-SPAM Act and GDPR, where applicable).

7.2 Prohibited Activities

Member shall not, and shall not permit any third party to, engage in activities that harm or disrupt the HTR platform or other users, including but not limited to: (a) spamming, scraping, or unauthorized automated access; (b) hacking, probing, or circumventing security features; (c) distributing malware, viruses, or other harmful code; (d) submitting false, misleading, or fabricated reviews or testimonials; (e) manipulating rankings, reviews, or category placements; (f) impersonating any person or entity; (g) infringing the intellectual property or privacy rights of others; or (h) using the services for any unlawful or fraudulent purpose.

7.3 Advertiser Guidelines and Policies

Member agrees to abide by HTR’s advertiser guidelines, content policies, community standards, and related policies as published and updated from time to time on HTR’s website. These guidelines are designed to ensure a fair and transparent marketplace, and adherence to them is a material condition of maintaining Premium Membership status. HTR may suspend or terminate any campaign, placement, or the Membership itself for material violations, in which case no refund shall be owed.

8.1 HTR IP

All content, software, tools, templates, data, analytics, reports, rankings, methodologies, trademarks, logos, designs, and other materials made available as part of the Premium Membership (collectively, the “HTR IP”) are and shall remain the sole and exclusive property of HTR and/or its licensors. Nothing in these Terms transfers any ownership rights in the HTR IP to Member.

8.2 License Grant

Subject to Member’s compliance with these Terms and timely payment of all fees, HTR grants Member a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Membership Term to access and use the HTR IP solely for Member’s internal business purposes. This license terminates automatically upon expiration or termination of the Membership.

8.3 Restrictions

Member shall not, and shall not permit any third party to: (a) reproduce, distribute, publicly display, or publicly perform the HTR IP except as expressly permitted; (b) modify, adapt, translate, or create derivative works of the HTR IP; (c) reverse engineer, decompile, or disassemble any software included in the HTR IP; (d) use the HTR IP to build a competing product or service; (e) remove or alter any proprietary notices; or (f) use HTR trademarks or logos without prior written consent.

8.4 Member Content

Member retains ownership of content it submits to HTR (“Member Content”), including logos, product descriptions, images, and campaign materials. Member grants HTR a worldwide, non-exclusive, royalty-free license to host, reproduce, display, distribute, and modify Member Content as reasonably necessary to operate the HTR platform and provide the Premium Membership services, including in HTR marketing of Member’s own listings and in displaying rankings, reviews, and related data. Member represents and warrants that it has all rights necessary to grant this license and that Member Content does not infringe third-party rights. The license granted in this Section 8.4 is coextensive with Member's active Premium Membership for purposes of Premium-Tier Features (as defined in Section 4.4) and ends automatically upon deactivation of those Features.

8.5 Feedback

If Member provides suggestions, ideas, or feedback regarding HTR’s services, HTR may use such feedback without restriction or compensation, and Member hereby assigns all rights in such feedback to HTR.

9.1 Payment in Advance

All fees are due and payable in full, in advance, at the time of purchase or renewal. No services shall be rendered, no benefits shall be activated, and no campaigns shall commence until payment has been received in full by HTR. Unless otherwise stated on the order form, fees are payable in U.S. dollars and are exclusive of applicable taxes, which are the responsibility of Member (excluding taxes on HTR’s net income).

9.2 Renewal Payments

Renewal fees are likewise due in full on or before the renewal date. HTR reserves the right, in its sole and absolute discretion, to extend service on renewal while payment is outstanding; however, any such extension is a courtesy only and does not modify the Membership Term or renewal date, which shall remain fixed as of the original renewal date regardless of when payment is received. HTR does not guarantee that any such extension will be offered and will only consider extending service on a case-by-case basis for longstanding clients experiencing one-off, legitimate finance or accounting process issues. Member’s prior receipt of such an accommodation shall not create any obligation, expectation, or course of dealing requiring HTR to grant one in the future.

9.3 Late Payment and Suspension

If any payment is not received when due, HTR may, without further notice, suspend all services, pause or terminate campaigns, and withhold deliverables until payment is received. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Member shall reimburse HTR for reasonable costs of collection, including attorneys’ fees.

9.4 No Offset

Member shall pay all invoices in full without any right of setoff, deduction, or withholding.

10. Confidentiality

Each Party (the “Receiving Party”) may have access to non-public information of the other Party (the “Disclosing Party”) that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Receiving Party shall: (a) use Confidential Information only as necessary to perform under these Terms; (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose it to any third party except to employees, contractors, and advisors bound by comparable confidentiality obligations. Confidential Information does not include information that is publicly known through no fault of the Receiving Party, independently developed, or lawfully received from a third party.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PREMIUM MEMBERSHIP SERVICES, HTR PLATFORM, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. HTR EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HTR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY ADVERTISING, CAMPAIGN, OR MARKETING EFFORT WILL ACHIEVE ANY PARTICULAR RESULT, INCLUDING LEADS, CONVERSIONS, SALES, IMPRESSIONS, CLICKS, RANKINGS, PLACEMENTS, OR RETURN ON INVESTMENT.

12.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HTR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO MEMBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, LOSS OF DATA, DIMINUTION IN VALUE, COST OF SUBSTITUTE SERVICES, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PREMIUM MEMBERSHIP, OR ANY ADVERTISING OR AGENCY SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF HTR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HTR’S TOTAL CUMULATIVE LIABILITY TO MEMBER ARISING OUT OF OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY MEMBER TO HTR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Advertising-Specific Limitations

Without limiting the generality of the foregoing, HTR shall not be liable for: (a) the performance, effectiveness, or outcomes of any advertising, campaign, Agency Services, PPC spend, or placement; (b) any act, omission, content, or policy change of any third-party platform, publisher, or network; (c) fluctuations in pricing, inventory, rankings, or visibility; (d) the content or conduct of other users, advertisers, or reviewers on the HTR platform; (e) claims by Member’s customers, prospects, or third parties related to Member’s products, services, or marketing; or (f) Member’s failure to provide timely direction, materials, or approvals.

12.4 Basis of the Bargain

Member acknowledges that the fees charged under these Terms reflect the allocation of risk set forth in this Section 12 and in Section 11, and that these limitations are an essential basis of the bargain between the Parties. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

Member shall defend, indemnify, and hold harmless HTR and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Member Content, including claims that Member Content infringes or misappropriates any intellectual property or violates any right of publicity or privacy; (b) Member’s products or services, including product liability, false advertising, and warranty claims; (c) Member’s breach of these Terms or violation of applicable law; or (d) Member’s negligent or willful misconduct.

HTR may suspend or terminate Member’s access to the Premium Membership, in whole or in part, immediately upon notice if: (a) Member materially breaches these Terms and fails to cure within ten (10) days of written notice; (b) Member fails to pay any fees when due; (c) Member engages in any Prohibited Activity under Section 7.2; (d) continued provision of services poses a security, legal, or reputational risk to HTR or other users; or (e) required by law or court order. Upon termination for Member’s breach, all fees paid are non-refundable and any unused benefits are forfeited. Sections 6, 8, 10, 11, 12, 13, 15, and 16 survive termination.

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Venue

Subject to Section 15.3, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, for any dispute arising out of or relating to these Terms, and each Party waives any objection based on inconvenient forum.

15.3 Informal Resolution

Before initiating any formal proceeding, the Parties shall attempt in good faith to resolve any dispute through written notice and discussion between executives with authority to settle, for a period of not less than thirty (30) days.

15.4 Equitable Relief

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.1 Entire Agreement

These Terms, together with any applicable order form and HTR’s published advertiser guidelines and policies (which are incorporated by reference), constitute the entire agreement between HTR and Member with respect to the Premium Membership and supersede all prior or contemporaneous understandings, proposals, or communications, whether written or oral.

16.2 Updates to These Terms

HTR may update these Terms from time to time by posting a revised version at the URL where these Terms are published and updating the “Last Updated” date. For non-material updates (e.g., clarifications, typographical corrections, updated contact information), the revised Terms are effective upon posting. For material changes that adversely affect Member’s rights (e.g., changes to refund mechanics, liability limits, governing law, or payment terms), HTR will provide at least thirty (30) days’ advance notice by one or more of the redundant channels described in Section 3.5 (email, in-product notification, project management board, or dashboard), and such material changes will take effect no earlier than the end of that notice period or at Member’s next renewal, whichever is earlier. Member’s continued use of the Premium Membership after the effective date of updated Terms constitutes acceptance of those updated Terms. If Member does not agree to a material change, Member’s sole remedy is to cancel the Membership prior to the effective date of the change; no retroactive refund will be owed for the then-current Membership Term. HTR will maintain an archive of prior versions of these Terms available upon written request to [email protected].

16.3 Assignment

Member may not assign or transfer these Terms, by operation of law or otherwise, without HTR’s prior written consent, and any attempted assignment in violation of this Section is void. HTR may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

16.4 Notices

Notices to HTR, including notices of cancellation, refund requests, disputes, and all other formal communications under these Terms, shall be sent to [email protected] with a copy to HTR’s registered business address. Notices to Member shall be sent to the primary contact email on file. Notices are deemed given upon receipt (for email) or three (3) business days after mailing (for postal mail).

16.5 Force Majeure

Neither Party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, internet or utility outages, or third-party platform failures.

16.6 Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to be enforceable. No waiver shall be effective unless in writing and signed by the waiving Party, and no waiver of any breach is a waiver of any subsequent breach.

16.7 Independent Contractors

The Parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship.

16.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of HTR and Member and their permitted successors and assigns. There are no third-party beneficiaries.

16.9 Electronic Acceptance

Electronic acceptance of these Terms — including via clickwrap, checkout confirmation, digital signature, or any of the acceptance methods described in Section 1.1 — is valid and binding and has the same legal force as a handwritten signature. If a countersigned copy is requested and executed, it may be signed in counterparts, each of which is deemed an original.

16.10 Headings

Headings are for convenience only and do not affect interpretation.

ACCEPTANCE

These Terms are accepted and become binding as described in Section 1 — including through online checkout, payment, or use of Premium Membership benefits. A physical or electronic signature is not required for these Terms to take effect.