Master Services Agreement

2.1 Access and Use. Subject to the terms and conditions of this Agreement and the applicable Order Form, Walkway grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

2.2 Nature of Pricing Recommendations. The Services generate Pricing Recommendations that are predictive and probabilistic in nature. Pricing Recommendations are tools to support Customer's pricing decisions. They are not instructions, guarantees, or professional advice. Customer retains sole authority over, and sole responsibility for, the prices it charges and the parameters it configures. Walkway shall have no liability for the prices Customer charges, whether set manually or applied automatically within Customer's configured parameters.

2.3 Customer Control. Customer may configure the Services, including by setting price floors, price ceilings, rules, and approval settings. Where Customer enables automated application of Pricing Recommendations, such application occurs only within the parameters Customer configures, and Customer remains responsible for selecting, monitoring, and reviewing those parameters.

2.4 Independent Generation. Walkway generates Pricing Recommendations for each Customer independently. Walkway does not disclose any Customer's individual prices, pricing strategy, or Confidential Information to any other customer, and does not act as a means for competing businesses to coordinate or align prices.

2.5 Restrictions. Customer shall not (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services; (b) use the Services to build a competitive product; (c) sublicense, sell, or lease the Services to any third party; or (d) use the Services in violation of applicable law or the Documentation.

2.6 Suspension. Walkway may suspend Customer's access to the Services, with notice where practicable, if Walkway reasonably determines that (a) there is a material security risk, (b) Customer is using the Services in violation of Section 2.5 or applicable law, or (c) continued use poses a risk to the Services or to other customers. Walkway will restore access promptly once the underlying issue is resolved.

2.7 Changes to the Services. Walkway may modify, update, or enhance the Services from time to time, provided that it will not materially degrade the core functionality of the Services during a paid Subscription Term. Walkway may deprecate individual features with reasonable prior notice.

2.8 Beta Features. Walkway may offer features identified as beta, preview, evaluation, or early access ("Beta Features"). Beta Features are provided AS IS, without warranty, indemnity, service level, or support commitment, and may be modified or withdrawn at any time. Customer's use of Beta Features is at its own risk.

3.1 Lawful Use. Customer is solely responsible for its use of the Services and for ensuring that the prices it sets and charges comply with all laws and regulations applicable to Customer, including consumer protection, advertising, pricing disclosure, anti-discrimination, competition, and antitrust laws in each jurisdiction in which Customer operates.

3.2 No Legal Advice. Customer acknowledges that the Services and any Pricing Recommendations do not constitute legal, regulatory, tax, or pricing-compliance advice. Customer is responsible for obtaining its own advice regarding the legality of its pricing practices.

3.3 Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account and those of its Authorized Users.

3.4 Customer Data. Customer represents that it has all rights necessary to submit Customer Data to the Services and to grant the rights set forth in this Agreement.

4.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form. Except as otherwise expressly provided in this Agreement, all payment obligations are non-cancelable and fees paid are non-refundable.

4.2 Invoicing and Payment. Unless otherwise stated in the Order Form, fees are due net thirty (30) days from the invoice date. All payments shall be made in the currency specified on the Order Form.

4.3 Late Payments. Overdue amounts may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Walkway may suspend access to the Services for overdue invoices following reasonable notice. Customer shall reimburse Walkway for reasonable costs of collection, including attorneys' fees, for undisputed amounts that remain unpaid.

4.4 Taxes. Fees do not include taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such taxes associated with its purchases, excluding taxes based on Walkway's net income.

4.5 Fee Changes. Walkway may adjust the fees applicable to a renewal Subscription Term by providing written notice at least forty-five (45) days prior to the end of the then-current term. The adjusted fees take effect upon renewal.

5.1 Term. This Agreement commences on the Effective Date and remains in effect until terminated as set forth herein.

5.2 Subscription Term. The Subscription Term shall be as specified in the applicable Order Form and shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the current term.

5.3 Termination for Cause. Either party may terminate this Agreement or any Order Form for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

5.4 Effect of Termination. Upon termination, all rights and licenses granted herein shall terminate, and Customer shall cease using the Services. Sections 4, 5.4, 8, 9, 10, 11, 12, and 14, and any other provision that by its nature should survive, shall survive termination.

6.1 Standard Support. Walkway will provide standard support to Customer via email during normal business hours, including bug fixes, patches, and general troubleshooting.

6.2 Premium Support. If specified in the Order Form, Walkway shall provide premium support, including dedicated success managers, service level agreements, and prioritized response times.

6.3 Uptime. Walkway shall use commercially reasonable efforts to ensure the Services are available 99.5% of the time per calendar month, excluding scheduled maintenance and events outside Walkway's reasonable control.

7.1 Security. Walkway implements and maintains industry-standard administrative, physical, and technical safeguards to protect Customer Data. Walkway maintains practices aligned with SOC 2 and ISO 27001 frameworks.

7.2 Data Privacy. Walkway shall process Customer Data in accordance with its Privacy Policy and applicable data protection laws, including the GDPR where applicable. A separate Data Processing Addendum is available upon request and, where executed, governs the processing of personal data.

8.1 Performance Warranty. Walkway warrants that the Services will perform materially in accordance with the applicable Documentation. Customer must report any non-conformity within thirty (30) days of discovery. Walkway's sole obligation, and Customer's exclusive remedy, for breach of this warranty is for Walkway to use commercially reasonable efforts to correct the non-conformity.

8.2 No Guarantee of Results. Customer acknowledges that pricing outcomes depend on many factors outside Walkway's control, including market conditions, Customer's configuration, and Customer's own decisions. Walkway does not warrant or guarantee any specific revenue, profit, margin, conversion rate, occupancy, or other business outcome from use of the Services or any Pricing Recommendation. Any performance figures, case studies, or estimates shared by Walkway are illustrative only and are not a representation or warranty of future results.

8.3 Disclaimer. Except as expressly provided in this Section, the Services are provided "AS IS" and Walkway disclaims all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

8.4 Third-Party Services. The Services may interoperate with third-party products and services, including booking and distribution platforms. Walkway is not responsible for, and disclaims all liability arising from, such third-party services, including their availability, accuracy, or the data they provide to or receive from the Services.

8.5 No Reliance. Customer acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, projection, case study, or performance figure that is not expressly set forth in this Agreement. Any such statements made outside this Agreement are disclaimed.

9.1 Indemnification by Walkway. Walkway shall defend Customer against any third-party claim alleging that the Services, as provided by Walkway and used in accordance with this Agreement, infringe a third party's patent, copyright, or trademark, and shall indemnify Customer for damages and reasonable costs finally awarded against Customer or agreed in settlement by Walkway. This obligation does not apply to claims arising from (a) Customer Data, (b) Customer's configuration or pricing parameters, (c) use of the Services in violation of this Agreement or the Documentation, (d) combination of the Services with products not provided by Walkway, or (e) Beta Features.

9.2 Indemnification by Customer. Customer shall defend Walkway against any third-party claim arising from (a) Customer Data, (b) the prices Customer sets or charges, (c) the parameters or configuration Customer selects, or (d) Customer's violation of applicable law, including consumer protection, pricing, competition, or antitrust laws, and shall indemnify Walkway for damages and reasonable costs finally awarded or agreed in settlement by Customer.

9.3 Procedure. The indemnified party shall (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement imposing liability or admission on the indemnified party shall be made without its consent, and (c) provide reasonable cooperation at the indemnifying party's expense.

9.4 Remedies. If the Services become, or in Walkway's opinion are likely to become, the subject of an infringement claim, Walkway may at its option procure the right for Customer to continue using the Services, modify the Services to be non-infringing, or terminate the affected Services and refund any prepaid fees for the unused portion of the Subscription Term. This Section states Walkway's entire liability for infringement claims.

10.1 Exclusion of Damages. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement, regardless of the theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, and even if advised of the possibility of such damages.

10.2 Cap on Liability. To the maximum extent permitted by law, and except as set forth in Sections 10.3 and 10.4, each party's total aggregate liability arising out of or related to this Agreement, regardless of the theory of liability, shall not exceed the total fees paid or payable by Customer under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

10.3 Enhanced Cap. Notwithstanding Section 10.2, each party's aggregate liability for (a) its indemnification obligations under Section 9 and (b) breach of its confidentiality or data protection obligations under Section 11, including security incidents, shall not exceed two (2) times the total fees paid or payable by Customer under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

10.4 Exclusions. The limitations in Sections 10.1, 10.2, and 10.3 shall not apply to (a) Customer's obligation to pay fees, or (b) a party's fraud or willful misconduct.

10.5 Basis of the Bargain. The parties agree that the limitations in this Section reflect an allocation of risk between them and form an essential basis of the bargain, and that the fees would be materially higher absent these limitations.

10.6 Savings. If any limitation or exclusion of liability in this Section is held unenforceable, the liability of the applicable party shall be limited to the greatest extent permitted by applicable law.

11.1 Definition. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether orally, in writing, or otherwise, and that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes trade secrets, product roadmaps, financial information, pricing, technical data, Customer Data, and business strategies.

11.2 Obligations. The Receiving Party agrees to (a) use the Confidential Information solely for the purposes of this Agreement; (b) not disclose the Confidential Information to any third party, except to its affiliates, employees, contractors, and agents who have a legitimate need to know and are bound by confidentiality obligations no less protective than this Agreement; and (c) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

11.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is disclosed by a third party legally entitled to make such disclosure; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

11.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, provided that it gives the Disclosing Party reasonable prior notice where legally permitted and reasonable assistance in seeking protective treatment.

11.5 Return or Destruction. Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify such destruction in writing, except that the Receiving Party may retain one archival copy and copies in routine backups.

11.6 Equitable Relief. The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party may seek injunctive or equitable relief in any court of competent jurisdiction without the necessity of posting bond.

11.7 Duration. The obligations in this Section shall remain in effect for five (5) years after termination of this Agreement, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

12.1 Customer Data. Customer retains all rights in Customer Data. Walkway shall not use Customer Data for any purpose other than to provide and support the Services, except as expressly permitted herein.

12.2 Aggregated and Anonymized Data. Walkway may use anonymized and aggregated data derived from Customer's use of the Services to (a) develop, enhance, and improve the Services; (b) perform analytics and benchmarking; and (c) generate insights, models, or reports for internal or commercial use. Derived Data shall not identify Customer or its users, and Walkway shall not disclose any individual Customer's specific prices or pricing strategy to any other customer.

12.3 Derived Data Ownership. Walkway retains all rights, title, and interest in and to Derived Data, provided that it does not include any personally identifiable or Customer-specific information.

13.1 Coverage. During the term of this Agreement, Walkway shall maintain, at its own expense, commercially reasonable insurance coverage appropriate for its business, including technology errors and omissions (professional liability) and cyber liability insurance. Upon written request, Walkway shall provide a certificate of insurance evidencing such coverage.

14.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Venue and Jury Waiver. The state and federal courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction there. Each party waives any right to a trial by jury.

14.3 Limitation of Claims. Except for claims relating to unpaid fees, neither party may bring any claim arising out of or related to this Agreement more than one (1) year after the date on which the cause of action arose.

14.4 Entire Agreement; Order of Precedence. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements on its subject matter. In the event of a conflict, the Order Form controls over this Agreement for the Services it covers, except that Sections 9, 10, and 11 control unless the Order Form expressly references and amends them.

14.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

14.6 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice to the other party.

14.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, excluding payment obligations.

14.8 Feedback. If Customer provides Walkway with suggestions, ideas, or other feedback regarding the Services, Walkway may use and incorporate such feedback without restriction or obligation, and Customer grants Walkway a perpetual, irrevocable, royalty-free license to do so.

14.9 Publicity. Walkway may identify Customer as a customer and use Customer's name and logo in Walkway's marketing materials and customer lists, consistent with any trademark usage guidelines Customer provides. Customer may withdraw this permission upon written notice.

14.10 Notices. Notices under this Agreement must be in writing and sent to the contact designated in the Order Form, by email with confirmation of receipt or by recognized courier, and are deemed given upon receipt. Notices of non-renewal, termination, or a claim must also be sent to legal@walkway.ai.

14.11 Independent Contractors; No Waiver. The parties are independent contractors, and nothing in this Agreement creates a partnership, agency, or joint venture. A party's failure to enforce any provision is not a waiver of its right to enforce it later.

14.12 Amendments. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.