Last Updated: September 4, 2026

0. Preamble & Definitions

These Terms of Service (“Terms”) govern the subscription to, access to, and use of hospitality operations services provided by Pancake Services LLC, a Texas limited liability company (“Pancake,” “we,” “us,” or “our”). By purchasing, subscribing to, or using Pancake’s services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. Pancake offers both standard self-serve subscription plans and customized enterprise pricing structures (including bulk discounts, revenue-share models, and custom Statements of Work) for Clients managing portfolios of four (4) or more Properties.

Definitions

Client: The person or legal entity purchasing or subscribing to the Services, including property owners, hosts, co-hosts, property management companies, portfolio managers, or authorized entity representatives responsible for the Property/Properties.

Property (or "Properties", "Listing"): Any distinct accommodation unit, room, suite, space, or bookable unit of inventory that maintains an active availability calendar, booking channel presence, or multi-inventory booking capacity serviced by Pancake. Each distinct, individually bookable unit, room, suite, sub-unit, or inventory slot requires an independent subscription fee unit (unless modified under an executed custom Order Form or Statement of Work for accounts with 4+ Properties). For the avoidance of doubt, if a single listing page, channel profile, OTA ID, or PMS configuration allows guests to book multiple individual rooms, suites, or capacity slots (including quantity-based or room-type listings selling multiple units under one listing profile), each individual bookable slot or sub-unit shall be classified and billed as a separate, independent Property under these Terms, regardless of whether they share a single physical address, listing URL, parent account, or booking portal. Pancake acts as a hospitality operations partner providing remote operations and dedicated support only, and explicitly does not provide on-site property management, real estate brokerage, or insurance services.

Platforms (or "Booking Channels"): Third-party online travel agencies (OTAs), listing networks, distribution channels, and direct booking sites connected to a Property, including but not limited to Airbnb, Vrbo, Booking.com, Google Vacation Rentals, and guest communication networks.

Local Service Team (also referred to as "Ground Team", "Local Team", "Vendors", "Local Contractors", "Runners", "Field Service Contacts", or "Neighbors"): Independent third-party cleaners, turnover crews, maintenance personnel, handymen, plumbers, licensed contractors, field runners, site monitors, designated emergency contacts, or nearby neighbors provided, synced, or approved by Client (or administratively sourced by Pancake on Client's behalf) to perform physical, on-site services, visual checks, supply drops, or local assistance at or around a property. All Local Service Team members remain independent contractors, service providers, or third-party contacts of the Client, and Pancake assumes no liability for their performance, quality, acts, omissions, or personal injury.

Services (or "Hospitality Operations"): The hospitality operations suite provided by Pancake, which encompasses the following features:

• 24/7 Dedicated Concierge Desk: Around-the-clock guest care, communication, vetting, and issue resolution delivered across live, digital, electronic, automated, or proprietary communication channels deployed by Pancake.

  
  

• On-The-Ground Operations: Administrative dispatching, task scheduling, and turnover/maintenance coordination with the Local Service Team to maintain guest-readiness, supported by vendor confirmations and selective documentation as operationally required.

  
  

• Ratings Protection: Proactive guest communication, guest review creation, public review response management on booking channels, and administrative submission of platform review removal requests (excluding formal legal disputes or insurance claims).

  
  

• Instant Hospitality: Pancake’s rapid administrative protocol to triage guest requests, dispatch local vendor care, and deploy pre-authorized incidental funds ($100 guest recovery / $300 urgent operations & maintenance caps) to protect guest stay experiences and Property ratings.

  
  

• Global Property Management: Centralized administration, channel setup, digital calendar synchronization, and operational property updates across supported booking networks worldwide to expand market reach and maximize booking volume.

  
  

• Multi-Channel Expansion: The administrative import of active Properties from existing booking channels into Pancake’s central property management system, alongside the channel mapping, administrative export, and syndication of those Properties onto connected third-party Online Travel Agencies (OTAs), distribution networks, and direct booking templates. (Client remains solely responsible for establishing primary host accounts, merchant profiles, and payment payouts on each respective booking platform.)

  
  

• Premium Direct Booking Site: Deployment and management of a dedicated direct-booking web presence for the Client, or integration of Client Properties into direct booking platforms, websites, and marketplaces owned, operated, syndicated, or managed by Pancake, its affiliates, or related entities.

  
  

• Private Owner Portal: The digital client portal provided or deployed by Pancake (or its technology partners) for calendar visibility, owner stay date blocking, operational tracking, and performance reporting.

  
  

1. Commercial Terms & Subscription Tiers

1.1 Subscription Tiers & Billing Structure

Pancake offers standard subscription plans and customized enterprise pricing structures:

• Standard Accounts (1–3 Properties): Properties managed under a Standard Account are billed on a recurring subscription fee charged in advance on the recurring monthly anniversary of account setup. Clients may select either a month-to-month plan or a discounted annual commitment plan (billed monthly across a mandatory 12-month term). Specific subscription rates, base fees, and tier thresholds are governed strictly by the published pricing on Pancake’s website, app checkout interface, or active Order Form at the time of setup or renewal. Additional properties beyond three (3) shall be billed at Pancake's then-current per-property rate or transitioned to an Enterprise Account.

  
  

• Enterprise Accounts (4+ Properties): Accounts reaching or exceeding four (4) active Properties transition to an Enterprise Account and require an executed Order Form, Statement of Work (“SOW”), or written agreement (including digital or structured email authorization) with Pancake. Enterprise pricing and operational terms—which may include custom volume pricing, flat monthly retainers, percentage-based commission models (% of Gross Booking Value), base fees paired with a percentage of Gross Booking Value, or custom payment schedules—are defined exclusively in the executed Order Form. In the event of a conflict between an executed Order Form/SOW and these Terms, the Order Form/SOW shall govern.

  
  

1.2 Gross Booking Value (GBV) Definition

Where an applicable Order Form, SOW, or service tier includes a percentage-based operational fee or commission, Gross Booking Value (“GBV”) shall mean the total gross revenue generated by a Property across all booking channels (including OTAs and direct bookings) prior to any deductions.

• 1.2.1 GBV Inclusions: GBV includes base nightly rates, additional guest fees, pet fees, early check-in / late check-out fees, mid-stay cleaning fees charged to guests, experience add-ons (including in-stay upgrades, curated hospitality packages, and amenity fees), and all hospitality packages sold or processed for the Property.

  
  

• 1.2.2 GBV Exclusions: GBV explicitly excludes mandatory government sales or occupancy taxes collected and remitted to tax authorities, standard third-party pass-through turnover cleaning fees paid directly to cleaning vendors, and refundable guest security deposits.

  
  

• 1.2.3 Calculation Trigger & Cancellations: GBV is calculated based on bookings completed (check-out date) within the applicable monthly billing cycle. In the event of a reservation cancellation prior to check-in:
  
  

  • Host-Retained Payouts: If Client retains any portion of guest payments, cancellation fees, or non-refundable payouts under the applicable channel policy, Pancake’s percentage-based fee shall apply to the total gross amount retained by Client for that canceled reservation.

    
    

  • Full Guest Refunds: If a reservation is canceled and fully refunded to the guest such that Client receives zero ($0) revenue, no percentage fee shall apply to that reservation.

    
    

• 1.2.4 Non-Refundability & No Fee Clawbacks: Subscription fees and base retainers are charged in advance and earned immediately at the start of each billing period. Percentage-based commissions and operational fees are fully earned upon completion of the applicable guest stay (check-out date) or upon Client’s retention of non-refundable cancellation funds. Subsequent guest refunds, night-rate discounts, post-checkout cancellations, OTA payout adjustments, channel chargebacks, host-issued goodwill concessions, or funds deployed under Instant Hospitality protocol shall not retroactively reduce the calculated Gross Booking Value, nor shall they entitle Client to any refund, offset, credit, or clawback of Pancake’s earned fees.

  
  

1.3 Instant Hospitality Authorization & Property Review Scores

Client explicitly authorizes Pancake to deploy funds under the Instant Hospitality protocol to safeguard guest stay continuity and Property review scores without requiring real-time Client pre-approval:

• Guest Recovery Cap (Up to $100 per incident): Authorizes Pancake to issue instant guest compensation, minor refunds, or goodwill gestures (including gift cards, food delivery vouchers, or local treats) to resolve active guest complaints.

  
  

• Urgent Operations & Maintenance Cap (Up to $300 per incident): Authorizes Pancake to dispatch emergency vendors, local runners, order urgent guest-facing supplies, coordinate immediate physical repairs, or arrange emergency turnover coverage during an active guest stay or when immediate action is reasonably necessary to prepare the Property for an imminent guest arrival.

  
  

• Exclusion of Routine Restocking: Instant Hospitality is strictly limited to real-time active guest emergencies and urgent operational situations requiring immediate action to protect an imminent guest arrival. It explicitly excludes routine turnover restocking, bulk supply purchases, toilet paper/amenity par-level replenishment, and general property maintenance, all of which remain the sole operational responsibility of Client and Client's local turnover staff.

  
  

• Upfront Disbursement & Immediate Pass-Through Billing: Pancake shall disburse payment for pre-authorized Instant Hospitality expenses directly using Pancake’s payment accounts. Client authorizes Pancake to immediately process an automated off-session charge against Client’s card-on-file for the exact third-party receipt/disbursement total plus standard merchant processing fees (~2.9% + $0.30). Pancake shall attach the vendor receipt or disbursement proof to Client’s account profile for complete transparency.

  
  

2. Operational Control, Platform Access & Communication Boundaries

2.1 Scope of Operations & Operational Discretion

Pancake provides tech-enabled and human-led hospitality operations, live guest care, turnover coordination, and operational support services.

• Operational Discretion: Pancake retains sole discretion over the operational methods, internal workflows, software architecture, artificial intelligence (AI) agents, autonomous workflows, automated tools, and human personnel utilized to deliver the Services. Pancake is under no obligation to disclose internal software configurations, technology deployment ratios, or specific labor models to Client or guests.

  
  

• Exclusion of Administrative & Physical Scope: Services are strictly remote. In alignment with Pancake’s operational model, Services explicitly exclude physical property visits, physical property inspections, on-site life safety/hazard monitoring, vendor employment, direct physical vendor supervision, contractor payroll administration, capital renovations, personal assistant duties, direct amenity/inventory restocking, local tax calculation or filing, insurance administration, financial loss guarantees, and all property, physical, or personal injury claims of any kind (including pool/spa incidents, guest bodily harm, illness, physical or thermal hazards, wrongful death, structural/content damage caused by guests or local vendors, Airbnb AirCover, Vrbo damage disputes, security deposit withholdings, direct damage recovery, or personal injury allegedly arising from remote guest communications, check-in guides, amenity troubleshooting, or operational advice).

  
  

2.2 Exclusive Guest Communication & Absolute Refund/Revenue Immunity

During active service periods, Pancake retains sole and exclusive operational authority over all real-time guest messaging, inquiry triage, turnover alerts, review management, and active stay management across all connected booking channels and Pancake’s designated Property Management System (PMS).

• "Single Voice" Mandate: Client agrees not to send direct messages, reply to active guest threads, alter check-in/check-out instructions, or communicate directly with guests on connected channels during active management windows without prior written coordination with Pancake.

  
  

• Absolute Refund & Revenue Liability Shield: Under no circumstances shall Pancake, its members, officers, employees, or systems be financially liable to Client for any guest refunds, nightly rate discounts, goodwill concessions, canceled reservations, platform chargebacks, or lost rental revenue. This absolute liability shield applies universally, regardless of the underlying cause or party initiating the adjustment—including guest allegations, guest fraud, property deficiencies, platform delays, system processing events, operational determinations, or administrative adjustments. Client waives all legal and financial claims against Pancake for recovery of issued refunds or lost booking yield. For channel bookings, Client's sole recourse is directly against the applicable booking platform; for direct bookings processed via Pancake’s direct booking tools, Client’s sole recourse is directly against the guest.

  
  

2.3 Account Access, Credential Rights & Asynchronous Onboarding

Client shall provide Pancake with all platform access, account login credentials, software permissions, and administrative authorizations necessary to set up, integrate, and deliver the Services.

• Asynchronous Onboarding: Service onboarding, system configuration, and credential setups are conducted primarily via Pancake’s digital intake forms, self-service portals, and asynchronous workflows, unless otherwise agreed by Pancake in writing.

  
  

• Mandatory Access Timeline: Upon Pancake's request, Client agrees to grant, execute, or authorize required platform permissions—including master channel login credentials (e.g., Airbnb, Vrbo, Booking.com), Airbnb Co-Host invitations, Vrbo co-host/team access, OAuth authorizations, or PMS API integrations—within forty-eight (48) calendar hours.

  
  

• Real-Time Security Verification (2FA/MFA): Where platform logins trigger Multi-Factor Authentication (MFA), Two-Factor Authentication (2FA), or SMS verification security prompts during account setup or integration maintenance, Client agrees to promptly transmit such verification codes to Pancake within the active code expiration window. Failure to timely provide requested access or verification codes shall entitle Pancake to suspend Services under Section 2.4.

  
  

2.4 System Disconnections, Service Pauses & Debt Collection Disclaimer

• Definition of "Immediately Paused Without Notice": If Client revokes platform/co-host access, alters master credentials, disconnects PMS API integrations, or fails to cure a delinquent account, Pancake’s operational obligations are immediately paused without notice. A "Service Pause" represents the instant, complete, and total shutdown of all Services, including live guest messaging, check-in support, check-out tracking, overstay/eviction triage, review drafting and publishing, review dispute management, cleaner/runner notifications, and emergency vendor dispatching.

  
  

• Zero Liability During Suspension: Pancake bears zero financial or legal liability for unhandled guest inquiries, missed check-ins, unmanaged check-outs, guest overstays, property damage, uncoordinated turnovers, lost bookings, unhandled reviews, or platform penalties occurring while Services are paused.

  
  

• Universal Debt Collection Disclaimer: Client is solely responsible for auditing reservations and ensuring that guest payments, security deposits, card tokens, and calendar blocks are fully reconciled. Pancake is not a debt collection agency for any booking type (pre-existing, active, or direct), does not manually pursue delinquent guest balances, does not manually audit legacy booking calendars, and assumes zero financial responsibility for uncollected guest balances, credit card declines, or payout shortfalls.

  
  

2.5 AI Agents, Autonomous Systems & Software Liability Release

To deliver scalable, 24/7 hospitality operations, Pancake utilizes proprietary software workflows, third-party software applications, artificial intelligence (AI) language models, autonomous AI agents, automated response engines, and algorithmic processing tools.

• Client Authorization: Client explicitly consents to Pancake’s integration and deployment of AI agents, automated software, and algorithmic workflows in managing guest communications, scheduling, review handling, and operational triage.

  
  

• Complete AI & Technology Liability Release: Client acknowledges that AI models, autonomous agents, automated software, and third-party platforms may occasionally experience system downtime, API drops, transmission delays, content hallucinations, or operational errors. Client agrees that Pancake, its developers, and officers shall bear zero financial or legal liability for any operational errors, miscommunications, missed notifications, or lost revenue resulting from AI hallucinations, agent actions, software automation bugs, or third-party software outages.

  
  

2.6 Emergency Triage, Instant Care Deployment & Property Standing

To protect guest safety, property integrity, and property standing, Client grants Pancake unilateral operational authority to take immediate action during active guest stays when an emergency arises and Client is unreachable.

• Dual Deployment of Instant Hospitality: Pancake is authorized to deploy both Instant Hospitality authorizations established in Section 1.3—applying the Guest Recovery Cap (up to $100) AND dispatching emergency vendors under the Urgent Operations Cap (up to $300), totaling up to $400 combined within a single incident—to maintain stay continuity.

  
  

• Emergency Relocation Protocol: In the event of active structural damage, essential utility failures (loss of heat, water, power, or air conditioning), security threats, or unlivable property conditions, Pancake is authorized to cancel the active reservation on the booking channel and issue an automated refund of unspent nights to the guest directly through the platform payout system.

  
  

• Limitation on Relocation Scope: Relocation shall strictly mean canceling the unfulfilled portion of the stay on the booking channel and directing the guest to channel support or direct channels to rebook alternative accommodations. Under no circumstances shall Pancake be required or authorized to deploy Pancake funds or Client funds to directly purchase external hotel rooms, alternative short-term rentals, or third-party lodging for guests. Emergency actions taken by Pancake in good faith under this section shall not constitute a contract breach, nor shall they entitle Client to claim lost nightly revenue or offsets against Pancake.

  
  

3. Service Levels, Support Scope, System Disconnections & Messaging Protocols

3.1 Response Expectations & Reasonable Efforts

(a) Commercially Reasonable Efforts: Pancake shall utilize commercially reasonable efforts to deliver the Services, manage communications, and coordinate operations across live, digital, electronic, automated, or proprietary communication channels deployed by Pancake. Target response times, operational workflows, and communication schedules are operational target goals only and shall not constitute a strict Service Level Agreement (SLA), express or implied warranty, or performance guarantee.

(b) Absence of SLA Penalties: Pancake shall not be subject to liquidated damages, fee offsets, service credits, or mandatory financial penalties of any kind for delayed responses, communication backlogs, or temporary operational gaps. Nothing in this section shall restrict Pancake’s sole discretionary authority to issue voluntary goodwill credits or fee adjustments to Client.

3.2 Scope of Services, Add-On Services & Vendor Steering

(a) Service Scope & Add-On Services: The scope of Services provided to Client shall consist of the core features included in Client’s selected membership tier, alongside any auxiliary, one-off, or custom services purchased by Client via Pancake’s digital platform, service menus, or written order confirmations (“Add-On Services”). Pancake reserves the right to update, add, or modify membership features, Add-On Services, or pricing at any time. Third-party vendor labor, materials, and other operational expenses incurred on Client’s behalf are separate from Pancake’s membership fees and shall be billed or passed through to Client as provided in these Terms.

(b) Vendor Steering & Quality Assurance: Pancake provides operational coordination and vendor steering, which may include dispatching automated schedules, transmitting property checklists, and requesting photo verification from third-party service providers (e.g., cleaners, handymen, runners, or contractors designated by Client). Client agrees that:

• Pancake acts solely as an operational coordinator enforcing property presentation standards and is not an employer, joint employer, partner, or insurer of any local contractor or vendor.

  
  

• Client or the independent vendor remains solely responsible for vendor compensation, employment classification, and physical work quality.

  
  

• Pancake maintains zero liability for vendor performance failures, incomplete checklists, turnover delays, or property damage caused by third-party contractors.

  
  

(c) Physical Work Exclusions: Unless explicitly agreed to under a separate written Addendum executed by both parties, Pancake does not provide physical on-site labor, property security, or emergency field response.

3.3 Third-Party Software, Cyber Risks, API Disconnections & System Failures

(a) Third-Party Dependence: Client acknowledges that Pancake’s performance depends upon the availability and functionality of third-party platforms, including Property Management Systems (PMS), Online Travel Agencies (OTAs), payment gateways, dynamic pricing algorithms, and messaging integrations (collectively, "Third-Party Platforms").

(b) Broad Infrastructure Release: Pancake maintains zero financial or operational liability for lost bookings, uncollected revenues, pricing errors, Property suspensions, double-bookings, guest cancellations, or operational interruptions resulting from:

• API outages, server downtime, system glitches, software bugs, cyberattacks, security breaches, or automated system failures across any Third-Party Platform or internal tool.

  
  

• Expired authentication tokens, mandatory password resets, two-factor authentication (2FA) locks, or access revocations on Client’s channel accounts.

  
  

• Synchronization lags or mapping errors between PMS architecture and third-party booking channels.

  
  

(c) Client Re-Authentication Obligations: In the event of an API disconnection, token expiration, or credential failure, Client shall promptly provide required 2FA verification codes, re-authenticate account access, or re-connect the affected Third-Party Platform within twenty-four (24) hours of notification from Pancake. Pancake shall have no obligation to perform manual workarounds or back-office overrides during any period of system disconnection resulting from Client delay or Third-Party Platform failure.

3.4 Operational Discretion & System Updates

Pancake reserves the right to modify system integrations, deploy automated workflows, update internal algorithms, perform software maintenance, or adjust operational processes at any time without advance notice or technical disclosure to Client. Brief operational interruptions resulting from system updates shall not constitute a breach of this Master TOS or entitle Client to any refund, offset, or compensation.

3.5 Automated Communications, TCPA Compliance & Ecosystem Authorization

(a) Direct Client Consent: Client expressly consents to receive automated transactional, account, billing, operational, and emergency communications from Pancake—including SMS, MMS, WhatsApp messages, push notifications, pre-recorded voice calls, and emails—at any phone number or contact address provided by Client.

(b) Client-Provided Ecosystem & Warranty of Consent: For any contact details (including phone numbers and email addresses) of guests, cleaners, handymen, local contacts, or property managers provided or synced by Client to Pancake, Client represents and warrants that Client has obtained all legally required express consent and opt-ins under applicable law (including the Telephone Consumer Protection Act, 47 U.S.C. § 227) for Pancake to send automated transactional messaging, dispatch alerts, and access instructions to such parties on Client's behalf.

(c) Pancake-Sourced Vendors & Emergency Dispatches: Client authorizes Pancake, in its operational discretion, to contact, dispatch, and coordinate with independent third-party vendors, backup turnover contractors, handymen, or local service providers sourced directly by Pancake (whether via digital turnover platforms, social media, online marketplaces, or contractor networks). Client acknowledges that Pancake communicates with such sourced vendors on a business-to-business transactional basis to fulfill operational requests, guest service needs, or property emergencies for Client’s Properties.

(d) Communication & TCPA Indemnity: Client agrees to defend, indemnify, and hold harmless Pancake from and against any claims, regulatory penalties, carrier fines, lawsuits, or damages arising out of alleged unsolicited communications or lack of opt-in consent regarding contact information provided by Client or communications dispatched to fulfill Client’s property management requests.

(e) Absolute Right to Rotate & Swap Telephony Resources: Client acknowledges that virtual phone numbers, SMS/MMS gateways, and WhatsApp handles assigned to Client’s account or properties are managed dynamically by Pancake. Pancake reserves the absolute right, in its sole discretion and without advance notice or liability, to alter, rotate, swap, reassign, or deactivate any virtual phone numbers, messaging channels, or telephony routing configurations (including to comply with wireless carrier protocols, 10DLC regulations, spam filtering, or network maintenance). Client assumes all responsibility for updating any physical property signage, guest guidebooks, or marketing collateral affected by phone number rotations and waives all claims against Pancake for lost calls, guest confusion, or reprinting expenses.

4. Intellectual Property, Confidentiality & Proprietary Tech Stack Protection

4.1 Proprietary Platform & Tech Stack Ownership

(a) Exclusive Ownership: All right, title, and interest in and to the Services, proprietary software, automated workflows, custom code, digital guidebook templates, website designs and templates, compiled operational intelligence, structured property repositories, property knowledge files, algorithmic models, communication scripts, telephony integrations, virtual phone numbers, SMS, MMS, and WhatsApp communication channels, messaging handles, system frameworks, media assets, digital representations, and operational procedures developed, provisioned, or deployed by Pancake (collectively, the "Pancake Intellectual Property") remain the exclusive property of Pancake. Client shall have no right to port, transfer, or claim ownership over any phone numbers, MMS/SMS channels, or messaging profiles provisioned by Pancake.

(b) Limited License: Client is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Pancake Intellectual Property solely for the purpose of receiving the Services during the active term of Client’s membership. Nothing in this Master TOS grants Client any ownership rights, patent rights, copyright interests, or export rights to Pancake’s underlying technology, website designs, knowledge repositories, or operational methods.

4.2 Protection of Proprietary Systems & Reverse Engineering Restrictions

Client strictly agrees that it shall not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or attempt to derive the underlying source code, system logic, or operational architecture of Pancake’s software integrations or service stack.

  
  

• Copy, replicate, export, or create derivative works based upon Pancake’s proprietary communication templates, website designs, compiled operational intelligence, automated workflows, or digital operational systems for commercial gain or deployment outside of Pancake’s ecosystem.

  
  

• Access Pancake’s platform or communications infrastructure to build a competitive product, service, or tech-enabled property management solution.

  
  

4.3 Confidentiality, Non-Disparagement & Media Restrictions

(a) Definition of Confidential Information: "Confidential Information" includes all non-public technical data, trade secrets, software integrations, pricing structures, vendor contact networks, operational protocols, compiled property intelligence, internal communications, media assets, and business methodologies disclosed by Pancake to Client.

(b) Duty of Confidentiality: Client agrees to maintain strict confidentiality regarding all Pancake Confidential Information. Client shall not disclose, publish, or distribute Pancake’s operational materials, messaging architecture, audio recordings, or internal software integrations to any third party without Pancake’s prior written consent.

(c) Non-Disparagement & Media Restrictions: Client shall not publish, broadcast, post on social media, or distribute to any third party any screenshots, video recordings, audio recordings, or transcripts of Pancake’s software dashboards, internal communications, guest messaging logs, or vendor interactions. Client further agrees not to make any public statements, write public online reviews, or publish posts on social media or public forums that disparage, defame, or harm the commercial reputation of Pancake, its officers, employees, or operational affiliates.

(d) Injunctive Relief: Client acknowledges that any breach of this Section 4.3 would cause immediate and irreparable harm to Pancake for which monetary damages alone would be inadequate. Consequently, Pancake shall be entitled to seek immediate injunctive relief, specific performance, account suspension, and recovery of reasonable attorney fees in the event of any actual or threatened breach.

4.4 Data Ownership, Client Likeness & Systems Training

(a) Client Data & Operational Processing: Client retains ownership of raw property information, property photographs provided directly by Client, and property-specific financial records. Client grants Pancake a non-exclusive, worldwide, royalty-free license to access, store, process, transmit, and analyze Client Data across internal systems and third-party software tools solely to deliver the Services.

(b) Limited Client Likeness License: If Client provides Pancake with personal photographs, video footage, audio samples, or voice recordings, Client grants Pancake a non-exclusive, revocable, royalty-free license during the term of this Master TOS to generate, deploy, and transmit digital representations, voice models, and media assets incorporating Client’s name, voice, image, or likeness ("Client Digital Likeness"). Such Client Digital Likeness shall be deployed solely to facilitate guest communications, digital guidebooks, marketing channels, direct booking sites, and vendor interactions associated with Client’s properties. Client retains underlying publicity rights to their personal identity; provided, however, that upon termination of the Master TOS, Pancake’s right to deploy Client Digital Likeness shall immediately cease.

(c) Anonymized Data Rights & Systems Training: Pancake retains the absolute, perpetual right to collect, aggregate, anonymize, and analyze operational data, performance metrics, pricing trends, communication logs, property presentation media, and turnover verification data derived from the Services. Pancake may freely utilize this anonymized dataset to train, calibrate, fine-tune, build, and deploy machine learning models, artificial intelligence systems, operational algorithms, and automated technologies, as well as benchmark performance and market operational insights, provided such data contains no personally identifiable information (PII) belonging to Client or guests.

5. Fees, Billing Mechanics, Payment Terms & Default

5.1 Membership Fees, Subscription Tiers & Trial Periods

(a) Fee Schedule: Client agrees to pay all recurring membership fees, operational service fees, hardware/display fees, and Add-On Service charges in accordance with the pricing schedule associated with Client’s selected subscription plan or individual service orders.

(b) Fee Adjustments & Notice: Pancake reserves the right to modify recurring membership fees, operational service rates, or Add-On Service pricing upon thirty (30) days’ written notice to Client. Notice may be delivered electronically (via email, platform dashboard notification, invoice line-item, SMS, or MMS) or via physical mail. Continued deployment of the Services following the 30-day notice period constitutes acceptance of the adjusted fee structure.

(c) Subscription Tiers & Feature Access: Pancake reserves the right to structure, introduce, or modify membership tiers (e.g., Standard, Pro, Enterprise) and to assign specific features, operational capabilities, or automated tools exclusively to higher subscription tiers. Access to newly developed premium features or advanced operational tools may require an upgrade to a higher membership tier.

(d) Promotional & Partner Trial Periods: Pancake may offer or facilitate promotional trial periods (free or discounted) for Pancake Services or third-party partner products. For any trial operated directly by Pancake, Client must maintain a valid pre-authorized credit card on file, and unless Client cancels prior to trial expiration, the Services shall automatically convert into a standard recurring paid subscription. Paid trial fees are non-refundable.

5.2 Automated Payment Processing & Merchant Status

(a) Pre-Authorized Billing: Client shall maintain a valid pre-authorized payment method—strictly limited to a valid credit card or ACH bank transfer authorization—on file with Pancake’s designated third-party payment processor (e.g., Stripe). Membership fees, recurring service charges, emergency vendor funds, and incurred Add-On Services shall be billed automatically on a recurring or transactional basis. Client agrees that payments processed via credit card shall be subject to a pass-through payment processing fee (up to 3.5% or standard processor costs), where permitted by law, to cover merchant processing expenses.

(b) Direct Host Collections vs. Centralized Channels:

• Default Host Merchant Status: Except as provided in subsection (2) below, Client acknowledges that Pancake acts solely as an operational management service provider. Pancake is not the Merchant of Record for booking transactions processed through third-party OTAs or direct booking engines linked directly to Client’s bank or payment processing accounts. All payouts, guest funds, and channel earnings shall flow directly through Client’s designated merchant processing infrastructure, subject to standard gateway processing times and rolling payout schedules.

  
  

• Pancake Centralized Channels: If Pancake processes guest transactions directly through a Pancake-owned direct booking marketplace, centralized booking platform, or guest concierge interface, Pancake shall act as the Merchant of Record or payment collection agent solely for those specific platform transactions, remitting payouts net of management fees, channel costs, and operational deductions in accordance with Pancake’s payout schedule.

  
  

5.3 Payment Default, Failed Transactions, Late Fees & Account Suspension

(a) Payment Failure Notice & Grace Period: In the event an invoiced or automated payment fails, is declined, or remains unpaid on the due date, Pancake will issue electronic notice to Client. Client shall have a three (3) business day grace period from the date of notice to update payment credentials and cure the outstanding balance without incurring late administrative fees or service disruption.

(b) Harmonized Late Fee & Interest Acceleration: If an outstanding payment is not cured within the three (3) business day grace period, a one-time late administrative fee of $100.00 or 5% of the total outstanding balance (whichever is greater) shall immediately attach retroactively to the original due date. In addition, lingering unpaid balances shall accrue late interest at the rate of 1.5% per month (18% per annum) or the maximum legal rate allowable by law, calculated daily from the original due date until full payment is received.

(c) Service Suspension & Account Pause: If an account remains unpaid past the three (3) business day grace period, Pancake reserves the immediate right to suspend all Services without further notice. Operational suspensions may include:

• Disconnecting active API channels, PMS integrations, and dynamic pricing tools.

  
  

• Ceasing guest messaging, 24/7 concierge routing, inquiry management, and automated turnover dispatching.

  
  

• Deactivating digital guidebooks, direct booking web platforms, proprietary software, and physical QR concierge touchpoints.

  
  

(d) Release of Liability During Suspension: Pancake maintains zero liability for lost guest bookings, uncollected turnover fees, property cancellations, negative guest reviews, physical property issues, or operational failures occurring during any period of account suspension caused by Client’s payment default.

5.4 Mandatory Dispute Protocol & Chargeback Restrictions

(a) Notice Required Prior to Bank Dispute: Client agrees that prior to initiating any payment dispute or credit card chargeback with an issuing bank or financial institution, Client must first notify Pancake in writing at its designated billing address or email within ten (10) business days of the charge appearing on Client’s statement and provide Pancake a reasonable opportunity to review and resolve the disputed amount.

(b) Improper Chargeback Penalties: If Client files a chargeback or payment dispute without first complying with the written notification requirement in Section 5.4(a), or files a fraudulent dispute against legitimate fees, Pancake reserves the right to immediately terminate Client’s account, revoke platform access, assess an administrative processing fee of $100.00 per chargeback incident, and recover all costs (including internal administrative time, third-party collection agency fees, and legal fees) incurred in collecting the debt.

5.5 Emergency Vendor Dispatch, On-Demand Sourcing & Pass-Through Expenses

If Pancake, in its operational discretion, determines that an emergency service, turnover cleaning, backup vendor dispatch, on-demand vendor sourcing, or urgent maintenance resolution is required to service a guest booking or preserve property operations, Pancake is hereby authorized to:

• Pay the third-party contractor, local vendor, or guest recovery expense directly on Client’s behalf using Pancake’s payment infrastructure (subject to the pre-authorized incidental caps in Section 1.3 unless further authorized by Client).

  
  

• Immediately charge Client’s pre-authorized credit card or ACH payment method on file for the exact pass-through receipt cost of the third-party service plus standard merchant processing fees (where paid via credit card). Pancake charges zero internal markup, dispatch fees, or admin surcharges on third-party vendor invoices.

  
  

• Client agrees that Pancake is not liable for third-party vendor performance, delays, or work quality, and Client remains solely responsible for all pass-through operational costs incurred on Client’s behalf.

  
  

5.6 Promotional Hardware, Free Incentives, Vendor Perks & Third-Party Trials

(a) "AS IS" Delivery & No Manufacturer Warranties: Any physical hardware, property devices, operational equipment, display materials, access control hardware, promotional merchandise, or third-party products provided by Pancake to Client—whether provided free of charge, as a promotional incentive, sign-up bonus, loyalty reward, sweepstakes prize, or discounted purchase—are provided strictly on an "AS IS" and "WHERE IS" basis, without warranties of any kind, express or implied. Pancake is not the manufacturer or installer of third-party hardware.

(b) Absolute Waiver of Hardware Liability: Client assumes all risks associated with the installation, configuration, operation, battery failure, connectivity loss, physical defects, or malfunction of any promotional or provided hardware. Pancake shall have zero liability for property damage, lockouts, lost guest revenue, personal injury, structural alterations, or operational disruptions caused by or related to such hardware or promotional items.

(c) No Right of Replacement or Return: Pancake is under no legal obligation to repair, service, replace, or accept returns for any promotional, free, prize, or discounted hardware provided to Client. Warranty claims, if any, must be directed solely to the original equipment manufacturer.

(d) Sweepstakes, Drawings & Review Incentives: Pancake may periodically offer sweepstakes, prize drawings, promotional contests, case study rewards, or review incentives. All giveaways and incentives are non-transferable, carry no cash redemption value, and are void where prohibited by law. Participation in case studies or review incentive programs does not restrict Client's obligation to provide honest feedback, but any promotional rewards remain subject to full compliance with this Master TOS.

(e) Third-Party Partner Perks, Sub-Accounts & External Vendor Trials: Pancake may facilitate access to exclusive third-party vendor perks, promo codes, affiliate redemption links, promotional trial periods (free or paid), software discounts, or sub-account/seat allocations under Pancake-managed software licenses ("Partner Offers"). Client acknowledges that all Partner Offers are fulfilled directly by or hosted on independent third-party vendor platforms and are governed strictly by the third-party vendor’s own terms of service, acceptable use policies, billing practices, and privacy rules. Pancake is not an agent, seller, or guarantor of third-party vendors and assumes zero liability for third-party billing practices, external trial auto-conversions, service downtime, software bugs, data loss, policy changes, or account revocations enforced by the vendor. Pancake reserves the absolute right to modify, replace, suspend, or terminate Client's access to any sub-accounts, seat licenses, or Partner Offers at any time without notice or liability, including upon the termination or suspension of Client’s Pancake account.

6. Term, Termination, Account Offboarding & Transition Protocol

6.1 Subscription Term & Renewal Options

(a) Month-to-Month Subscriptions (1–3 Properties): Month-to-month plans take effect on the account activation date and automatically renew on a recurring monthly basis on the anniversary date of setup until terminated in accordance with Section 6.2(a).

(b) Annual Commitment Plans (1–3 Properties): Annual plans carry a mandatory twelve (12) month term, billed in recurring monthly installments on the anniversary date of setup. Annual plans automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the active 12-month term.

(c) Enterprise Accounts (4+ Properties): Accounts managing four (4) or more Properties are classified as Enterprise Accounts under Section 1.1 and are governed by an executed Order Form or Statement of Work ("SOW"). The term, retainer structure, and renewal provisions are defined exclusively in the applicable Order Form/SOW, subject to the acceleration terms set forth in Section 6.2(b).

6.2 Termination Rights, Cancellation Notice & Fee Acceleration

(a) Month-to-Month Cancellation (Mandatory 30-Day Notice & Immediate Offboarding Acceleration): Either party may terminate a month-to-month subscription plan by providing written notice of non-renewal.

• Standard 30-Day Notice Cycle: Written notice must be received by Pancake at least thirty (30) calendar days prior to Client’s next recurring billing date. If notice is received fewer than 30 calendar days prior to the next billing date, the subscription shall automatically renew for one (1) final mandatory monthly billing cycle. Services shall remain active and Pancake shall bill Client on the upcoming recurring billing date, with final termination occurring at the conclusion of that paid cycle.

  
  

• Accelerated Immediate Offboarding Option: If Client requests immediate platform disconnection, API severance, or co-host removal prior to the conclusion of the mandatory 30-day notice period, all remaining subscription fees owed through the end of the mandatory notice period (including the upcoming final monthly cycle) shall immediately accelerate and become due instantly. Client explicitly authorizes Pancake to immediately charge Client’s payment method on file for the accelerated balance, after which Pancake shall execute system disconnection during standard business hours.

  
  

(b) Early Cancellation of Annual Commitments & SOWs (Immediate Lump-Sum Acceleration): Client may request early cancellation of an Annual Commitment Plan or active SOW at any time prior to its natural expiration date; provided, however, that upon Pancake’s receipt of such cancellation notice for any reason other than Pancake’s uncured material breach:

• Immediate Fee Acceleration: One hundred percent (100%) of all remaining unbilled monthly subscription fees, committed retainers, and baseline fees for the unexpired balance of the 12-month term or SOW duration shall immediately accelerate and become due and payable in full on the date notice of cancellation is received by Pancake. Client acknowledges that accelerated contract balances represent a reasonable, pre-agreed estimate of Pancake’s liquidated administrative damages and reserved operational capacity, and do not constitute a penalty.

  
  

• Instant Payment Authorization: Client explicitly authorizes Pancake to immediately process a single lump-sum charge for the entire accelerated contract balance against Client’s primary credit card, ACH authorization, or payment method on file on the date of cancellation notice.

(c) Immediate Termination for Cause by Pancake: Pancake reserves the right to suspend or terminate Client’s account immediately, without advance notice or opportunity to cure, upon:

• Client’s failure to cure an unpaid balance within the three (3) business day grace period established in Section 5.3(a).

  
  

• Client’s breach of Section 4.2 (Reverse Engineering Restrictions), Section 4.3 (Confidentiality & Non-Disparagement), or Section 5.4 (Improper Chargebacks).

  
  

• Client or Client’s agents engaging in abusive, threatening, or unprofessional conduct toward Pancake personnel, contractors, or emergency vendors.

  
  

• Material misrepresentation of property ownership, active guest safety hazards, or illegal activity conducted on Client’s properties.
  
  

  (In the event of termination under Section 6.2(c), all remaining unbilled fees for active Annual Commitments or SOW terms shall likewise accelerate and become immediately due and payable.)

  
  

6.3 Transition Window, Scope Freeze & Client Offboarding Obligations

Upon receipt or delivery of a notice of termination or non-renewal by either party, the account enters an active Transition Window subject to the following operational parameters:

(a) Operational Scope Freeze: During the active notice or transition period, Pancake’s operational obligations shall be strictly limited to maintaining existing active Property protocols. Pancake shall not accept requests to onboard new Properties, construct new custom knowledge bases, integrate new third-party software tools, or alter existing baseline operations.

(b) Client Transition Responsibilities: Client is solely responsible for initiating the transfer or re-assignment of all external co-host access, PMS channel permissions, dynamic pricing accounts, and direct booking engines to Client’s independent administration during the transition window. Pancake shall co-operate by removing its administrative credentials during standard business hours on the effective termination date.

(c) Business Hours Disconnection Execution: Technical offboarding, API token severance, portal credential deactivation, and phone channel un-routing shall be executed by Pancake during standard business hours (9:00 AM to 5:00 PM Central Time) on the effective date of termination, or on the next immediate business day if the effective termination date falls on a weekend or public holiday. Pancake is under no obligation to execute manual account disconnections outside of standard business hours.

6.4 System Severance & Zero Post-Termination Portal Access

Upon execution of technical offboarding under Section 6.3(c):

(a) API & Integration Severance: Pancake shall revoke Client’s access to the platform and sever all active software integrations, API channels, PMS syncs, dynamic pricing tools, and guest communication pipelines.

(b) Telephony & Messaging Re-Routing: All virtual phone numbers, SMS/MMS channels, and WhatsApp handles provisioned by Pancake shall remain the exclusive property of Pancake under Section 4.1. Pancake shall deactivate or re-route guest communication lines, and Client shall have no right to port, claim, or redirect any numbers provisioned by Pancake.

(c) Physical Display & Hardware Deactivation: Access to digital guidebooks, direct booking web interfaces, and physical QR concierge touchpoints shall be permanently revoked. Client shall immediately cease displaying or distributing any physical marketing materials or QR codes bearing Pancake branding or routing to Pancake systems.

(d) Pre-Termination Client Data Retrieval: Client is strictly and solely responsible for exporting and retrieving all raw property data, financial reports, transaction logs, and photos from the Private Owner Portal prior to the execution of technical offboarding. Upon disconnection, all platform access, Private Owner Portal availability, software seats, and API syncs shall immediately terminate with zero ongoing hosting or export obligations from Pancake.

(e) Transition Services Fee: Standard offboarding involves automated account closure as set forth herein. Custom offboarding assistance—such as manual export of historical guest logs, manual account migrations, or third-party credential re-keying—may be performed at Pancake’s sole discretion at Pancake’s standard hourly professional services rate, payable strictly in advance.

7. Indemnification & Mutual Risk Allocation

7.1 Client Indemnification Obligations

Client agrees to defend, indemnify, and hold harmless Pancake, its parent company, subsidiaries, affiliates, members, managers, officers, employees, agents, software developers, and independent contractors (collectively, the "Pancake Indemnitees") from and against any and all third-party claims, demands, causes of action, losses, liabilities, damages, regulatory fines, carrier penalties, settlements, judgments, costs, and expenses (including reasonable legal fees and litigation costs) arising out of or related to:

(a) Property Operations & Physical Safety: Physical hazards, maintenance defects, structural failures, personal injury, wrongful death, criminal acts, or property damage occurring at, on, or around Client’s properties.

(b) Local Vendor & Neighbor Sourcing, Acts, Misclassification & Employment Shield: The performance, work quality, non-performance, negligence, intentional misconduct, personal injury, property damage, theft, tax obligations, wage claims, or employment/worker misclassification claims related to any Local Service Team members, turnover cleaners, handymen, runners, site monitors, neighbors, or independent contractors—regardless of whether such individuals were directly engaged or provided by Client, referred by Pancake, or administratively sourced, recruited, contacted, or dispatched by Pancake (on a primary, ongoing, backup, or emergency basis) on Client’s behalf. Client explicitly acknowledges and agrees that all vendors, runners, and neighbors, whether introduced, sourced, provided, or dispatched by Pancake or Client, are engaged strictly on behalf of Client. Pancake acts solely as an administrative intermediary and is not an employer, joint employer, staffing agency, general contractor, guarantor, or contracting principal of any local service provider or contact.

(c) Messaging & Communication Compliance: Alleged violations of the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, state privacy regulations, or wireless carrier protocols (including 10DLC registration penalties) stemming from contact details, guest lists, neighbor contact details, or vendor information provided or synced by Client, or communications dispatched to third-party vendors, runners, neighbors, and local contractors administratively sourced, contacted, recruited, or messaged by Pancake to service, maintain, check, or fulfill operational requests for Client’s Properties.

(d) Platform, Municipal & Regulatory Violations: Client’s failure to maintain required local short-term rental permits, municipal licenses, zoning compliance, tax filings, HOA authorizations, lease agreements, or adherence to third-party booking channel terms.

(e) Prohibition & Liability Regarding Designated Local Contact Status: Client’s failure to appoint, maintain, and register an independent, in-person local contact as required by municipal codes or short-term rental ordinances. Client explicitly agrees that Pancake does not, shall not, and is under no obligation to serve as Client’s 'designated local contact,' 'emergency local contact,' 'responsible party,' or in-person representative for any city, county, municipal registry, code enforcement agency, or local emergency service. Client is strictly prohibited from listing Pancake, its business address, or its phone numbers on any municipal permit application, short-term rental license filing, or public government registry. Client shall fully defend and indemnify Pancake against any municipal citations, code enforcement fines, administrative penalties, legal fees, or regulatory proceedings resulting from Client’s failure to maintain a designated local contact or Client’s unauthorized listing of Pancake on any municipal registration.

(f) Host-Guest Disputes: Financial disputes, security deposit claims, theft allegations, or contractual disagreements between Client and guests booking Client's Properties.

(g) Remote Concierge Advice & Guest Communications: Any claims, demands, or lawsuits for personal injury, bodily harm, property damage, or financial loss brought by guests, occupants, or third parties arising out of or related to remote messaging, check-in instructions, digital guidebooks, troubleshooting guidance, or amenity operational advice provided by Pancake (or its automated/AI systems) to guests.

7.2 Indemnification Procedure

Pancake shall promptly notify Client in writing of any claim subject to indemnification under Section 7.1; provided, however, that failure to give prompt notice shall not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced thereby. Client shall assume defense of the claim with legal counsel reasonably acceptable to Pancake. Pancake retains the right to participate in the defense at its own expense using counsel of its choice. Client shall not settle, compromise, or consent to the entry of any judgment regarding any claim asserting liability or imposing injunctive obligations against Pancake without Pancake’s prior written consent.

8. Limitation of Liability & Absolute Consequential Damage Waiver

8.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, PROPRIETARY SOFTWARE, DIRECT BOOKING WEBSITES, AUTOMATED WORKFLOWS, AI AGENTS, DIGITAL GUIDEBOOKS, AND ALL CONTENT AND HARDWARE PROVIDED OR DEPLOYED BY PANCAKE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PANCAKE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PANCAKE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, VIRUS-FREE, OR FREE OF AI HALLUCINATIONS, OR THAT ANY DEFECTS, API DISCONNECTIONS, OR SYSTEM ERRORS WILL BE IMMEDIATELY CORRECTED.

8.2 Absolute Waiver of Consequential & Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PANCAKE, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, DEVELOPERS, OR INDEPENDENT CONTRACTORS BE LIABLE TO CLIENT, PRIMARY BOOKERS, REGISTERED GUESTS, UNNAMED OCCUPANTS, VISITING PARTY MEMBERS, REGISTERED OR UNREGISTERED VISITORS, INVITED OR UNINVITED THIRD-PARTY INDIVIDUALS, OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO:

(a) LOST RENTAL REVENUE, LOST PROFITS, LOST BOOKINGS, OR DIMINUTION OF PROPERTY VALUE;

(b) PROPERTY DAMAGE, PHYSICAL DEFECTS, THEFT, VANDALISM, PERSONAL INJURY, BODILY INJURY, WRONGFUL DEATH, OR FATALITIES OCCURRING AT, ON, OR AROUND CLIENT'S PROPERTIES OR ALLEGEDLY RESULTING FROM PANCAKE'S REMOTE MESSAGING, CONCIERGE GUIDANCE, OR AMENITY TROUBLESHOOTING INSTRUCTIONS TO ANY PRIMARY GUEST, UNNAMED OCCUPANT, REGISTERED/UNREGISTERED VISITOR, OR THIRD PARTY;

(c) GUEST COMPENSATIONS, RELOCATION COSTS, HOTEL REIMBURSEMENTS, GOODWILL REFUNDS, OR PLATFORM CHARGEBACKS;

(d) THIRD-PARTY VENDOR PERFORMANCE FAILURES, CLEANING DEFICIENCIES, RUNNER ACTIONS, NEIGHBOR INTERACTION CONSEQUENCES, OR WORKER MISCLASSIFICATION CLAIMS;

(e) PLATFORM SUSPENSIONS, PROPERTY DELISTINGS, OTA PENALTIES, LOSS OF SUPERHOST / PREMIER HOST / GUEST FAVORITE STATUS, OR LOSS OF ANY OTHER PLATFORM BADGING, VERIFICATION, TIER, STATUS, OR SEARCH RANKING;

(f) SYSTEM DOWNTIME, THIRD-PARTY API OUTAGES, TELEPHONY/SMS ROUTING DROPS, OR LOSS/CORRUPTION OF DATA; OR

(g) MUNICIPAL FINES, CITATIONS, CODE ENFORCEMENT ACTIONS, OR STR PERMIT REVOCATIONS.

THIS WAIVER APPLIES REGARDLESS OF THE LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE), EVEN IF PANCAKE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.3 Aggregate Financial Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANCAKE’S TOTAL AGGREGATE FINANCIAL LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS, DEMANDS, LOSSES, CAUSES OF ACTION, SUITS, OR DAMAGES ARISING OUT OF OR RELATED TO THIS MASTER TOS, THE SERVICES, OR THE PLATFORM—FROM ALL CAUSES OF ACTION COMBINED—SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE TOTAL BASE MONTHLY SUBSCRIPTION FEE ACTUALLY PAID BY CLIENT TO PANCAKE FOR THE SPECIFIC PROPERTY GIVING RISE TO LIABILITY IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE OR EXTEND THIS FINANCIAL LIMIT.

8.4 Allocation of Risk & Essential Basis of the Bargain

CLIENT ACKNOWLEDGES AND AGREES THAT PANCAKE HAS SET ITS PRICING AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTIES, WAIVERS OF CONSEQUENTIAL DAMAGES, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS CLAUSE 8. CLIENT EXPRESSLY AGREES THAT THESE LIMITATIONS REPRESENT A REASONABLE AND BARGAINED-FOR ALLOCATION OF RISK BETWEEN THE PARTIES, FORM AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN PANCAKE AND CLIENT, AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. Insurance Requirements & Risk Transfer

9.1 Primary Insurance Obligations of Client

Client acknowledges that Pancake does not maintain property, casualty, general liability, guest injury, or workers' compensation insurance for Client, Client’s properties, or Client’s Local Service Team. Client agrees to maintain, at its sole cost, appropriate primary insurance covering short-term rental operations for each Property:

(a) Short-Term Rental & General Liability: Primary short-term rental (STR) liability coverage—which may be satisfied via standard third-party platform protection programs (including Airbnb AirCover or Vrbo Host Liability), a dedicated commercial STR policy, or a landlord STR rider—covering bodily injury, personal injury, and property damage occurring at or around Client’s Properties, with policy limits of not less than One Million United States Dollars ($1,000,000.00 USD) per occurrence and Two Million United States Dollars ($2,000,000.00 USD) aggregate.

(b) Casualty & Property Coverage: Structural and contents casualty insurance covering real and personal property located at each Property against loss, theft, fire, or physical damage.

(c) Workers' Compensation: Statutory workers' compensation coverage where required by applicable law for any direct employees or contractors engaged by Client.

9.2 Primary & Non-Contributory Status

All insurance maintained by Client under Section 9.1 shall serve as primary coverage for any injury, wrongful death, property damage, or guest claim arising at or around Client’s Properties. Any insurance, self-insurance, or risk retention pool maintained by Pancake shall be strictly secondary, excess, and non-contributory.

9.3 Waiver of Subrogation

To the maximum extent permitted by law, Client waives all rights of recovery against Pancake and the Pancake Indemnitees for any loss or damage covered by insurance maintained (or required to be maintained) by Client under this Master TOS. Client shall ensure its insurance carriers waive all rights of subrogation against Pancake.

9.4 Platform Host Protection Programs

Client acknowledges that third-party platform protection programs (e.g., Airbnb AirCover or Vrbo Host Liability) are governed strictly by those Third-Party Platforms. Pancake does not administer, guarantee, or assume liability for denied, capped, or delayed platform insurance claims.

9.5 Proof of Coverage

Client shall provide proof of coverage or Certificates of Insurance (COI) upon Pancake's reasonable request. Failure to maintain required coverage constitutes a material breach of this Master TOS but shall not reduce Client’s indemnification duties under Clause 7.

10. Governing Law, Dispute Resolution & Mandatory Binding Arbitration

10.1 Governing Law and Exclusive Venue

This Master TOS, any executed Order Form or Statement of Work, and all claims, disputes, or causes of action arising out of or relating to the Services, Platform, or business relationship between the parties shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without giving effect to any conflict of law principles. Except for matters subject to binding arbitration under Section 10.3, the parties irrevocably consent and submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Collin County, Texas (or the United States District Court for the Eastern District of Texas) for any judicial proceeding.

10.2 Mandatory Informal Dispute Resolution

Prior to initiating any arbitration or judicial proceeding, the party asserting a claim must first deliver a written Notice of Dispute to the other party setting forth a detailed description of the claim, the factual basis, and the specific financial or legal remedy sought. For a period of thirty (30) calendar days following receipt of such notice, designated representatives of Pancake and Client shall engage in good-faith informal negotiations to resolve the dispute. If the dispute is not resolved within thirty (30) days, either party may proceed to binding arbitration pursuant to Section 10.3.

10.3 Mandatory Binding Individual Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS MASTER TOS, THE SERVICES, THE PLATFORM, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF—WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY—THAT IS NOT RESOLVED THROUGH INFORMAL NEGOTIATION SHALL BE SETTLED EXCLUSIVELY AND FINALLY BY MANDATORY BINDING INDIVIDUAL ARBITRATION. ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE NEUTRAL ARBITRATOR APPOINTED IN ACCORDANCE WITH AAA RULES. THE SEAT AND VENUE OF ARBITRATION SHALL BE COLLIN COUNTY OR DALLAS, TEXAS. THE ARBITRATOR’S AWARD SHALL BE FINAL, BINDING, AND ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION.

10.4 Absolute Waiver of Class Actions & Jury Trials

CLIENT AND PANCAKE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. CLIENT AND PANCAKE EXPRESSLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY.

10.5 Shortened Contractual Limitations Period

PURSUANT TO TEXAS CIVIL PRACTICE AND REMEDIES CODE § 16.070, CLIENT AND PANCAKE AGREE THAT ANY ARBITRATION DEMAND OR LEGAL ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE PLATFORM MUST BE FORMALLY FILED WITHIN TWO (2) YEARS AND ONE (1) DAY FROM THE DATE THE CAUSE OF ACTION ACCRUES. ANY CLAIM, DEMAND, OR CAUSE OF ACTION NOT FILED WITHIN THIS TWO (2) YEAR AND ONE (1) DAY PERIOD SHALL BE PERMANENTLY BARRED, WAIVED, AND VOID, NOTWITHSTANDING ANY LONGER STATUTORY LIMITATIONS PERIOD PROVIDED UNDER APPLICABLE LAW.

10.6 Prevailing Party Legal Expenses

If any arbitration, litigation, or legal proceeding is instituted to enforce, interpret, or defend the terms of this Master TOS, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys' fees, arbitrator fees, administrative expenses, court costs, expert witness fees, and collection expenses incurred in connection with such proceeding.

11. General Provisions & Master Execution

11.1 Entire Agreement & Order of Precedence

This Master TOS, together with any executed Order Forms, Statements of Work (SOWs), or addenda incorporated herein by reference, constitutes the entire agreement between Client and Pancake regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, sales materials, or communications, whether written or oral. In the event of an explicit conflict between the terms of this Master TOS and an executed Order Form/SOW, the terms of the Order Form/SOW shall govern solely for the specific properties and scope defined therein.

11.2 Severability & Savings Clause

If any provision, clause, or subpart of this Master TOS is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement. The remaining terms shall remain in full force and effect, and the invalid provision shall be deemed modified or replaced with a valid provision that best accomplishes the original economic and operational intent of the parties to the maximum extent permitted by Texas law.

11.3 Force Majeure

Neither party shall be liable or deemed in default for any failure or delay in performance under this Master TOS (excluding payment obligations) resulting from acts or events beyond its reasonable control, including but not limited to: acts of God, severe weather events, hurricanes, freezes, floods, fires, natural disasters, epidemics, pandemics, government orders, municipal emergency declarations, utility blackouts, widespread internet/telecommunications outages, third-party API disconnections, civil unrest, acts of terrorism, or war.

11.4 Assignment & Successors

Client may not assign, transfer, delegate, or sublicense any of its rights or obligations under this Master TOS without Pancake’s prior written consent. Any unauthorized assignment by Client shall be null and void. Pancake may freely assign, transfer, or delegate its rights and obligations under this Agreement in connection with a merger, acquisition, corporate reorganization, asset sale, or business restructuring without Client’s consent.

11.5 Independent Contractor Relationship

The relationship between Pancake and Client is strictly that of independent contracting business entities. Nothing in this Master TOS shall be construed to create a partnership, joint venture, franchise, agency, employment, or employer-employee relationship between Pancake and Client, or between Pancake and Client's Local Service Team or guests. Neither party has the authority to bind or obligate the other in any manner whatsoever.

11.6 Modifications & Notice of Terms

Pancake reserves the right to modify, update, or revise this Master TOS at any time in its sole discretion. Material updates shall be communicated to Client via email, dashboard notifications, or posted updates on Pancake's website. Client’s continued use of the Services or Platform following thirty (30) days' notice of updated terms shall constitute explicit acceptance of the revised Master TOS.

11.7 Electronic Signatures & Online Acceptance

Client explicitly acknowledges and agrees that clicking "I Agree," checking an acceptance box during web checkout, executing an electronic signature, or utilizing Pancake’s Services after receipt of these terms constitutes a legally binding electronic signature under the Texas Uniform Electronic Transactions Act (TUETA) and the federal E-SIGN Act, creating a fully enforceable contract between Client and Pancake.

11.8 Survival of Provisions

All clauses and provisions of this Master TOS which by their nature should survive termination or expiration shall survive, including but not limited to: Clause 1 (Commercial Terms), Clause 2 (Operational Control & Revenue Shield), Clause 4 (Intellectual Property), Clause 5 (Fees, Billing Mechanics, Payment Terms & Default), Clause 6 (Term & Termination), Clause 7 (Indemnification), Clause 8 (Limitation of Liability), Clause 9 (Insurance Transfer), Clause 10 (Dispute Resolution & Binding Arbitration), and Clause 11 (General Provisions).