Last Updated: October 23, 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 coverage.

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 Concierge Coverage: Around-the-clock guest care, communication, vetting, and issue resolution delivered across live, digital, electronic, automated, or proprietary communication channels deployed by Pancake.

  
  

• 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 active guest requests, coordinate guest recovery, dispatch local vendor care, order urgent guest supplies, and use preauthorized incidental spending authority (up to $100 for guest recovery and up to $300 for urgent operations and maintenance per incident) to protect guest stay continuity and Property review scores. Instant Hospitality expenses are incurred through Client authorized payment methods or direct payment from Client to vendor whenever reasonably available, subject to the fallback payment authorization established in Section 1.3.
  
  

• Room Service: Pancake’s remote routine supply replenishment coordination service through which Client or Client’s Local Service Team may report Property supplies, consumables, amenities, or reasonable replacement items that are running low or require replenishment. Pancake may place authorized supply orders through Client’s designated retail, marketplace, delivery, or supply accounts using payment methods maintained by Client within those accounts and may coordinate delivery to the Property or a designated Local Service Team member. Pancake does not physically receive, transport, store, inventory, unpack, or restock supplies at the Property. Physical receipt, storage, inventory verification, and placement of supplies remain the responsibility of Client and Client’s Local Service Team.

  
  

• Full-Service Listing 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 Distribution: 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.)
  
  

• Custom 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.

  
  

• Dynamic Pricing: Optional remote yield optimization and rate management activated with Client approval. Once enabled, Pancake may select, configure, administer, and adjust the applicable pricing strategy through pricing tools selected by Pancake, taking into account any pricing goals, rules, preferences, or guardrails provided or approved by Client. These controls may include a base price methodology, minimum and/or maximum nightly rates, and other supported pricing settings. If Client does not provide specific pricing instructions, Pancake may apply its current recommended or default pricing approach based on the Property, available market data, booking conditions, and the capabilities of the applicable pricing tool. Pricing tools may automatically adjust nightly rates across connected booking channels based on market demand, seasonality, booking patterns, lead time, availability, local events, market or competitor data, and other relevant pricing signals. Client retains final authority over its pricing strategy and may request changes to or disable Dynamic Pricing, subject to reasonable implementation time and limitations of the applicable platform or pricing tool.

  
  

• 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 Monthly Membership Plan or a discounted Annual Membership 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. Activation of a fourth or subsequent Property is subject to the Enterprise Account requirements below.

  
  

• 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.

  
  

• Separation of Instant Hospitality and Room Service: Instant Hospitality is limited to active guest recovery, urgent operational situations, and immediate action reasonably necessary to protect an active guest stay or imminent guest arrival. Routine turnover replenishment, bulk supply purchases, and ordinary amenity or consumable replenishment are not Instant Hospitality expenses and are instead governed by Pancake’s Room Service feature where included in Client’s membership tier or otherwise activated for Client. Physical inventory inspection, receipt of deliveries, storage, unpacking, and physical restocking remain the responsibility of Client and Client’s Local Service Team.

  
  

• Owner First Payment and Zero Float Protocol: Instant Hospitality expenses shall be incurred using Client funds whenever reasonably practicable. For guest recovery items and urgent guest supplies, Pancake may place authorized orders through Client’s designated retail, marketplace, food delivery, or supply accounts using payment methods maintained by Client within those accounts. For emergency maintenance, locksmith, repair, runner, or other local vendor services, Pancake shall use commercially reasonable efforts to have the applicable third-party vendor invoice or collect payment directly from Client.
  
  

• Fallback Payment Authorization: If an authorized Instant Hospitality expense cannot reasonably be completed through Client’s designated accounts or through direct payment between Client and the applicable third-party vendor, Client authorizes Pancake to process an off-session charge against Client’s payment method on file before Pancake incurs the corresponding expense. The underlying third-party expense remains subject to the applicable Instant Hospitality spending authorization. Pancake shall have no obligation to advance, lend, finance, float, subsidize, or otherwise use Pancake funds to cover Client expenses or associated transaction costs before sufficient authorized funds have been successfully collected from Client. Following successful collection of sufficient authorized funds, Pancake may complete the corresponding purchase or payment using Pancake’s corporate payment card or other payment account.
  
  

• Third-Party Charges and Transaction Costs: Client remains responsible for all third-party costs associated with an authorized Instant Hospitality transaction, including merchandise, labor, taxes, delivery charges, service fees, tips, vendor imposed charges, and other transaction costs. Pancake shall not be required to absorb third-party payment processing costs incurred solely as a result of collecting or transmitting Client authorized funds for such expenses. To the extent permitted by applicable law and applicable payment network rules, amounts collected by Pancake for these expenses may include the amount reasonably necessary for Pancake to receive sufficient funds to complete the authorized third-party transaction. Pancake shall not impose a profit markup upon such expenses.
  
  

• Documentation: Where reasonably available, Pancake shall maintain or provide the applicable third-party receipt, invoice, or other purchase documentation associated with an Instant Hospitality expense.

  
  

1.4 Room Service Authorization and Routine Supply Replenishment

Where Room Service is included in Client’s membership tier or otherwise activated for Client, Client authorizes Pancake to remotely coordinate routine replenishment of Property supplies, consumables, guest amenities, and reasonable replacement items based upon requests, reports, photographs, checklists, messages, or other supply information communicated by Client or Client’s Local Service Team.

• Routine Replenishment Cap (Up to $300 per order): Client authorizes Pancake to place routine Room Service orders totaling up to $300 per order without obtaining additional Client approval. The $300 authorization includes merchandise and all applicable third-party transaction costs associated with the order, including taxes, delivery charges, service fees, tips, substitutions, and other retailer or delivery provider charges. Any Room Service order reasonably expected to exceed $300 requires additional Client authorization before the order is placed.
  
  

• Reported Supply Needs: Pancake may reasonably rely upon inventory information and supply needs reported by Client or Client’s Local Service Team. Pancake is not responsible for independently inspecting the Property, physically counting inventory, determining actual quantities at the Property, or verifying the accuracy of information supplied by Client or Client’s Local Service Team.
  
  

• Owner First Purchasing Authorization: Client authorizes Pancake to place Room Service orders through retail, marketplace, delivery, or supply accounts designated or authorized by Client using Client’s payment method maintained within the applicable account. Client remains solely responsible for merchandise costs, applicable taxes, delivery charges, service fees, tips, substitutions, memberships, and other third-party costs associated with such purchases.
  
  

• Delivery Coordination and Third-Party Fulfillment: Pancake may coordinate delivery to the Property or to a cleaner, runner, Local Service Team member, or other location designated by Client. Pancake may prioritize the fastest reasonably available delivery option, including same day, expedited, or express delivery where available. All product availability, substitutions, fulfillment, delivery windows, driver or courier availability, delays, cancellations, and actual arrival times are controlled by independent third parties and are not guaranteed by Pancake.
  
  

• Fallback Payment Authorization: If an authorized Room Service purchase cannot reasonably be completed through Client’s designated purchasing account or payment method, Client authorizes Pancake to process an off-session charge against Client’s payment method on file before Pancake incurs the corresponding expense. Pancake shall have no obligation to advance, lend, finance, float, subsidize, or otherwise use Pancake funds to cover the purchase or associated transaction costs. Only after sufficient authorized funds have been successfully collected from Client may Pancake, in its operational discretion, complete the corresponding purchase using Pancake’s corporate payment card or other payment account.
  
  

• Third-Party Charges and Transaction Costs: Client remains responsible for all third-party costs associated with an authorized Room Service transaction. Pancake shall not be required to absorb third-party payment processing costs incurred solely as a result of collecting or transmitting Client authorized funds for such expenses. To the extent permitted by applicable law and applicable payment network rules, amounts collected by Pancake for these expenses may include the amount reasonably necessary for Pancake to receive sufficient funds to complete the authorized third-party transaction. Pancake shall not impose a profit markup upon such expenses.
  
  

• No Physical Restocking: Room Service is a remote coordination and purchasing service only. Pancake does not physically receive, transport, inspect, count, store, unpack, or place supplies at the Property. Client and Client’s Local Service Team remain responsible for physical receipt, inventory verification, storage, and restocking.
  
  

• No Inventory Guarantee: Unless expressly included in a separate written service offering, Room Service does not constitute perpetual inventory management, automated inventory tracking, par level monitoring, or a guarantee that any particular item or supply will remain continuously available at the Property.
  
  

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, physical receipt, transportation, storage, inventory counting, unpacking, or physical restocking of Property supplies or amenities, local tax calculation or filing, insurance underwriting or provision of insurance coverage, financial loss guarantees, and, except where legally permitted, authorized by the applicable insurer or provider, and expressly included in the Services, submission, negotiation, settlement, or administration of claims under any insurance policy, including policies purchased by Client, a guest, or another party, or arranged through a booking platform or provider. Services also exclude bodily injury, wrongful death, or other personal injury claims. Nothing in this Section prohibits Pancake, where permitted by applicable law and the applicable platform or provider, from assisting with non-insurance reservation-level guest damage reimbursement requests, platform reimbursement or resolution processes, refundable security deposit or card-on-file damage recovery, or similar non-insurance administrative recovery processes where included in the Services. For clarity, the foregoing physical work exclusions do not prohibit Pancake from remotely coordinating supply replenishment, placing authorized orders, arranging third-party delivery, or otherwise providing Room Service pursuant to Section 1.4 or Instant Hospitality pursuant to Section 1.3.

  
  

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.
  
  

• Guest Communication Standards & Customization: For Standard Accounts, Pancake retains operational control over the wording, cadence, formatting, templates, tone, and workflows used to deliver guest communications, subject to Client-provided property information, house rules, restrictions, and other material operating instructions accepted by Pancake. Client may provide property-specific information and communication preferences for Pancake’s consideration; however, Standard Accounts do not include client-authored scripts, custom messaging templates, routine message-approval workflows, custom brand voice requirements, custom messaging cadence, or other bespoke communication workflows, and Pancake is not obligated to implement them. Custom communication requirements may be offered only for Enterprise Accounts and only when expressly approved by Pancake and set forth in an executed Order Form or Statement of Work. Any such customization may be subject to additional fees, staffing requirements, service levels, implementation requirements, and other terms specified in the applicable Order Form or Statement of Work.

  
  

• 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, grant, execute, or complete the platform access, permissions, credentials where applicable, administrative authorizations, and authentication steps reasonably necessary for Pancake to set up, integrate, maintain, and deliver the Services within the applicable timeframes set forth in these Terms.

• 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 provide, grant, execute, or complete applicable platform-access requirements within forty-eight (48) calendar hours. Depending on the applicable platform, these requirements may include account credentials where required, owner-facing authorizations, OAuth or SSO approvals, co-host or team permissions where supported, PMS/API integrations, or other platform-specific authentication or authorization steps.
  
  

• Credential Submission and Verification: Where an applicable platform workflow requires credentials, verification information, permissions, or other authentication details, Client agrees to provide or complete them through the method designated or expressly accepted by Pancake for the applicable onboarding, connection, support, or reconnection process. Depending on platform requirements, Pancake may use a third-party credential-transfer service, owner-facing authorization flow, direct platform approval process, or another reasonable communication or authorization method. Client authorizes Pancake to process information submitted through an accepted method solely to complete the requested authentication, connection, or reconnection. Pancake may require information to be resubmitted through a different method when reasonably necessary for security or operational purposes and will not intentionally retain passwords or verification codes longer than reasonably necessary for the applicable process.
  
  

• Delegated Purchasing Account Access: Where Client designates a Client owned or Client controlled retail, marketplace, food delivery, courier, or supply account for Room Service or Instant Hospitality, Client expressly authorizes Pancake to access and use such account solely to place authorized Property related orders, coordinate fulfillment, manage reasonable substitutions, and arrange delivery in connection with the Services. Purchases shall be charged to Client’s payment method maintained within the applicable account unless the fallback payment procedure expressly authorized under these Terms is used. Client remains responsible for maintaining valid payment methods, memberships, account permissions, purchasing preferences, delivery addresses, and other information necessary to use such accounts. Pancake shall not knowingly use Client’s purchasing accounts for purposes unrelated to Client’s Properties or the Services.

  
  

• Real-Time Security Verification (2FA/MFA): Where an applicable platform authorization, connection, or reconnection triggers Multi-Factor Authentication (MFA), Two-Factor Authentication (2FA), SMS verification, in-app approval, or another time-sensitive security step, Client agrees to promptly complete the required action. Where the applicable workflow requires Pancake to enter a verification code, Client agrees to provide that code within the active expiration window. Where the platform requires Client to approve or complete the security step directly, Client agrees to do so promptly. Failure to timely complete required access or security verification may delay onboarding or entitle Pancake to suspend affected Services under Section 2.4.

  
  

2.4 System Disconnections, Service Pauses & Debt Collection Disclaimer

• Definition of "Immediately Paused Without Notice": If Client revokes or removes platform access or permissions, changes account credentials or security settings in a manner that disrupts Pancake’s authorized access, disconnects PMS or API integrations, fails to complete required authentication or reauthorization, 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: Except for any reservation-level damage recovery or reimbursement process expressly included in the Services, Client is solely responsible for auditing reservations and ensuring that guest payments 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, denied or unrecovered damage amounts, or payout shortfalls. Nothing in this paragraph prohibits Pancake from administering an authorized non-insurance guest damage reimbursement, platform reimbursement, or other reservation-level recovery process where permitted by applicable law and the applicable platform or provider and included in the Services.

  
  

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.

• Combined Instant Hospitality Authorization: Pancake is authorized to use both Instant Hospitality spending authorizations established in Section 1.3 within a single qualifying incident, applying up to $100 of Guest Recovery authority and up to $300 of Urgent Operations and Maintenance authority, for a combined maximum authorization of up to $400. All such expenditures remain subject to the Owner First Payment and Zero Float Protocol established in Section 1.3, and nothing in this Section requires Pancake to advance, float, lend, finance, or subsidize Client expenses.

  
  

• 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.

  
  

2.7 Property Licensing, Registration & Regulatory Compliance

(a) Client Responsibilities & Continuing Compliance: Client represents and warrants that Client has the lawful right and authority to advertise, rent, and operate each Property for its intended use and has obtained, and shall maintain throughout the term of Services, all legally required short-term rental permits, lodging licenses, registrations, zoning approvals, governmental authorizations, lodging and occupancy tax registrations, and applicable homeowners association, condominium association, landlord, or lease approvals. Client is solely responsible for obtaining, maintaining, renewing, and paying for such authorizations and for complying with applicable property-use restrictions, tax registration requirements, and legally required tax filings and remittances. Nothing in this Section relieves Pancake of obligations independently imposed upon it by applicable law.

(b) Mandatory Pre-Activation Documentation: Before Pancake is required to publish a new listing, activate booking availability, or commence live Services for a Property, Client shall provide accurate and current information reasonably necessary to establish the Property's eligibility for its intended rental use. Where legally required, this includes applicable permit, license, or registration numbers; issuing jurisdictions; expiration or renewal dates; supporting documentation or evidence of approval; lodging or occupancy tax registration identifiers; required independent local contact information; and applicable homeowners association, condominium association, landlord, or lease authorizations. Where a particular authorization is not legally required, Client shall identify it as not applicable and provide reasonable clarification upon request. Client authorizes Pancake to enter applicable regulatory information into supported property-management-system and booking-channel fields. Sensitive tax account identifiers shall not be publicly disclosed except where required by applicable law or an authorized platform process.

(c) Continuing Updates & Right to Withhold Activation: Client shall promptly notify Pancake of any expiration, suspension, revocation, denial, nonrenewal, enforcement notice, or other material change affecting the lawful operation of a Property and shall provide updated documentation upon renewal or reasonable request. Pancake may withhold activation or suspend affected listing publication, distribution, or acceptance of new reservations where required authorizations are missing, expired, materially inaccurate, or otherwise insufficient, subject to applicable law and booking-channel requirements. Any action affecting existing reservations shall be handled consistently with applicable legal, platform, and guest-safety obligations. Pancake's receipt or administrative review of documentation does not constitute legal certification of compliance or transfer Client's statutory responsibilities to Pancake. Pancake is not responsible for obtaining or renewing Client's permits, preparing tax filings, or providing regulatory or legal representation unless expressly agreed in writing and legally permitted.

(d) Building, Safety, & Fire Inspections: Client is responsible, at Client’s expense, for identifying, arranging, completing, and timely renewing all building, occupancy, fire, health, and other safety inspections, certifications, and approvals legally required for each Property’s intended rental use. Client shall obtain required inspections from the applicable authority or appropriately qualified professionals, correct deficiencies within legally required deadlines, and maintain the Property and its required safety equipment in compliance with applicable law. Client shall not direct Pancake to publish, activate, or continue rental activity that applicable law or an official order prohibits. Client shall provide current inspection reports, certificates, approvals, and evidence of required corrective work upon Pancake’s reasonable request and shall promptly notify Pancake of failed inspections, unresolved violations, restrictions on occupancy, suspension or withdrawal of approval, or other material safety or compliance changes. Pancake may withhold activation or suspend affected listing publication, distribution, or acceptance of new reservations when legally required inspections, approvals, or corrective work are incomplete or when an official restriction prohibits the proposed rental activity, subject to applicable law and booking channel requirements. Any action affecting existing reservations shall be handled consistently with applicable legal, platform, and guest safety obligations. Pancake does not perform physical inspections, certify building or fire safety, or independently monitor inspection deadlines. Receipt or administrative review of documents, remote guest support, or coordination of independent vendors does not transfer Client’s inspection or property safety responsibilities to Pancake. Nothing in this Section eliminates obligations independently imposed upon Pancake by applicable law.

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 and Add-On Services, subject to any applicable executed Order Form or Statement of Work. Pricing changes are governed by Section 5.1(b). 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, credential failure, or platform security event, Client shall promptly complete the applicable re-authentication steps within twenty-four (24) hours of notification from Pancake. Depending on the platform, this may include providing a time-sensitive verification code where Pancake must enter it, approving a login or authorization directly on Client’s device, re-authorizing account access, or reconnecting the affected Third-Party Platform. 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.

(d) Changes in Law, Booking Channel Rules & Third-Party Platform Capabilities: Client acknowledges that Pancake does not control the policies, terms of service, eligibility requirements, technical capabilities, application programming interfaces (APIs), account permissions, payment rules, or operating procedures of any Third-Party Platform. Client further acknowledges that federal, state, county, municipal, and other governmental authorities, as well as applicable homeowners associations, condominium associations, and other governing bodies, may adopt, amend, interpret, or enforce laws, regulations, ordinances, licensing requirements, or property-use restrictions that affect Client’s Properties or the Services.

For purposes of these Terms, an “External Change” means any adoption, amendment, removal, restriction, suspension, discontinuation, or change in enforcement of any such requirement, rule, policy, permission, technical capability, or third-party service that is outside Pancake’s reasonable control. External Changes may affect, without limitation, booking eligibility, listing distribution, guest communications, guest contact information, rental agreements, identity verification, guest registration, security deposits, payment authorizations, damage protection programs, cancellation policies, occupancy limitations, taxes, permits, licenses, direct bookings, or software integrations.

Pancake does not warrant or guarantee that any particular third-party feature, integration, booking channel, guest requirement, or operating method will remain available or permissible throughout Client’s membership term.

(e) Compliance, Operational Adaptation & Alternative Workflows: In response to an External Change, Pancake reserves the right to modify, replace, restrict, suspend, or discontinue any affected workflow, integration, feature, booking channel connection, guest requirement, or operational procedure as reasonably necessary to maintain compliance, protect account access, or continue delivering the Services.

Pancake may implement commercially reasonable alternative workflows, communication methods, software tools, or operational procedures without requiring a separate amendment to these Terms, provided such changes do not materially expand Client’s financial obligations or fundamentally alter the agreed scope of Services without any consent otherwise required under these Terms or applicable law.

Pancake shall use commercially reasonable efforts to continue delivering the material Services through available and lawful methods. Pancake does not guarantee the availability of an equivalent replacement feature or integration and shall not be required to circumvent third-party restrictions, violate applicable law, incur unapproved third-party expenses, or perform services that have become prohibited or technically unavailable.

Where an External Change materially affects the operation of a Property or an existing reservation, Pancake shall notify Client as soon as reasonably practicable. Client remains responsible, at Client’s expense, for maintaining the legal eligibility, permits, licenses, approvals, property conditions, and other Client obligations described in Section 2.7. Nothing in this Section eliminates obligations independently imposed upon Pancake by applicable law.

(f) No Automatic Refund, Fee Reduction or Release from Membership Commitments: Provided Pancake remains reasonably able to deliver the material Services for an affected Property through lawful and commercially reasonable operating methods, an External Change, the loss or restriction of a particular third-party feature, or a required modification to Pancake’s operating procedures shall not, by itself, constitute a material breach by Pancake or entitle Client to a refund, service credit, fee reduction, payment offset, waiver of the required cancellation notice, early termination without applicable contractual charges, or release from an existing Annual Membership Plan or Statement of Work commitment.

Client’s obligation to pay all lawfully due membership fees, committed retainers, authorized expenses, and other amounts remains governed by Sections 1.2.4, 5, and 6, together with any controlling Order Form or Statement of Work. A change in the availability, functionality, or permitted use of an individual booking channel, software integration, or guest-facing feature does not, by itself, reduce Pancake’s agreed membership fees or shorten the applicable subscription term.

Nothing in this Section eliminates Client’s express cancellation and non-renewal rights under Section 6, limits a remedy for Pancake’s uncured material breach, or waives rights that cannot lawfully be waived.

(g) Material Legal Prohibition or Unavailability of Services: If an External Change renders substantially all material Services for an affected Property unlawful or incapable of performance, and no commercially reasonable lawful alternative remains available, Pancake may suspend the affected Services to the extent reasonably necessary and notify Client of the circumstances.

The parties shall cooperate in good faith to determine whether the affected Services may lawfully continue through a modified operating arrangement, alternative booking channel, or other commercially reasonable solution. Fees already earned or lawfully accrued, authorized third-party expenses, and other enforceable payment obligations shall remain payable. Any prospective fees, modification of the remaining service commitment, or termination resulting from a continuing legal prohibition or material impossibility shall be determined under Section 6, the controlling Order Form or Statement of Work, and applicable law.

Nothing in these Terms requires either party to engage in unlawful conduct or purports to preserve a payment obligation that applicable law renders unenforceable.

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 and all materials, systems, configurations, content, and work product created, developed, provisioned, configured, or deployed by Pancake in connection with the Services, including proprietary software, automated workflows, automation rules and triggers, custom code, digital guidebook templates, website designs and templates, direct booking site designs, page layouts, source files, compiled operational intelligence, structured property repositories, property knowledge files, property specific operational records, algorithmic models, guest messaging templates and sequences, cleaner and vendor communication templates, review response templates, communication scripts, listing titles, descriptions, captions, written listing content, marketing and advertising copy, campaign creative, promotional media, organic social content, landing pages, lead generation materials, campaign structures and configurations, marketing strategies, pricing configurations, telephony integrations, virtual phone numbers, messaging channels, messaging handles, system frameworks, brand identities, logos, graphics, design files, media assets, digital representations, and operational procedures developed by Pancake (collectively, the “Pancake Intellectual Property”) remain the exclusive property of Pancake, except for Client Data, any domain name owned by Client, materials or intellectual property supplied by Client that Client lawfully owns, and third party materials or intellectual property not owned by Pancake, as expressly provided in these Terms. Client shall have no right to port, transfer, claim ownership of, copy, export, reproduce, continue using, or create derivative works from Pancake Intellectual Property except as expressly authorized in writing 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 & Intellectual Property

Client agrees that it shall not, directly or indirectly:

(a) Reverse Engineering: Reverse engineer, decompile, disassemble, decode, or attempt to derive the source code, system logic, automation architecture, workflows, methods, or underlying structure of Pancake’s software, integrations, systems, or operational infrastructure.

(b) Copying and Unauthorized Reuse: Copy, reproduce, export, extract, download for continued use, distribute, publish, transfer, sublicense, sell, adapt, modify, recreate, create derivative works from, or redeploy any Pancake Intellectual Property except as expressly authorized in writing by Pancake. This restriction includes, without limitation, communication templates and sequences, listing content, website and direct booking site designs, marketing and advertising copy, campaign creative, promotional media, campaign structures and configurations, brand assets, graphics, design files, compiled operational intelligence, property knowledge repositories, automation rules and workflows, pricing configurations, operational procedures, and other materials protected under Section 4.1.

(c) Post-Termination Use: Continue using Pancake Intellectual Property after the applicable license or Services terminate, including by retaining for continued operational use, recreating, transferring, or deploying Pancake materials within Client owned accounts, booking channels, websites, advertising accounts, software platforms, or other systems.

(d) Competitive Use and Circumvention: Access or use Pancake’s systems, Pancake Intellectual Property, Confidential Information, communications infrastructure, or operational methods to build, operate, support, or assist a competing product or service, or to circumvent Pancake for the purpose of reproducing functionality, systems, workflows, or materials provided through the Services.

Nothing in this Section restricts Client’s ownership or lawful use of Client Data, any domain name owned by Client, or third party materials that Client independently owns or is separately authorized to use.

4.3 Confidentiality & Protected Materials

(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) Confidential Materials & Public Communications: Client shall not publicly disclose Pancake’s Confidential Information, trade secrets, private credentials, non-public system architecture, or other materials protected under this Section. Nothing in these Terms prohibits Client from providing truthful reviews, opinions, or feedback regarding Pancake or the Services. This Section does not protect knowingly false statements, unlawful disclosures, defamation, or disclosure of Confidential Information otherwise protected under these Terms.

(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 may change recurring membership fees and other recurring Pancake service charges by providing Client at least thirty (30) calendar days’ advance written notice by email to Client’s account email address. The notice shall identify the affected Services, existing and new recurring charges, effective date, and instructions for declining the increase. Any longer notice period or additional consent required by applicable law shall apply.

For Monthly Membership Plans, an increase may take effect no earlier than the first recurring billing date occurring at least thirty (30) calendar days after notice. Client may decline the increase and cancel the affected Services by emailing support@trypancake.com before the increase takes effect. The ordinary cancellation requirements in Section 6.2(a) continue to apply. If Client’s cancellation notice is received at least thirty (30) calendar days before the next recurring billing date, Services end at the conclusion of the current paid billing period without another renewal charge. If notice is received fewer than thirty (30) calendar days before that billing date, Services continue through the current paid period and one final monthly billing period. Pancake may charge once for that final monthly period at the recurring rate in effect immediately before the announced increase. The declined increase shall not apply during the remaining offboarding period, and the affected Services shall end without further renewal.

For Annual Membership Plans, the recurring membership rate remains fixed throughout the active twelve (12) month term unless Client authorizes a change in Properties, membership tier, or service scope that changes the applicable price, or expressly agrees to another pricing change. A higher rate may take effect only at renewal and only after at least thirty (30) calendar days’ advance notice. Client may decline the increase and give notice of non-renewal by emailing support@trypancake.com before the renewal date. If that notice is received at least thirty (30) calendar days before annual expiration, Services end upon expiration of the active annual term. If notice is received fewer than thirty (30) calendar days before annual expiration but before renewal occurs, the membership shall not renew for another annual term. Instead, Services continue for one final monthly period at the monthly installment rate in effect immediately before annual expiration and then end without further renewal. The declined increase shall not apply to that final period, and Pancake shall not recover the annual discount or impose an additional renewal penalty.

Offboarding Mode begins immediately upon receipt of Client’s cancellation or non-renewal notice, while applicable Services continue through the confirmed final service date under Section 6.3. Client remains responsible for properly incurred membership fees and authorized expenses through that date. An acknowledgment or processing delay by Pancake shall not extend the notice period, create another renewal, or cause the declined increase to apply.

If Client does not decline an increase before its effective date, continued use after the properly notified increase takes effect constitutes acceptance only to the extent permitted by applicable law. Pancake shall obtain affirmative consent where required. If Pancake fails to provide the required notice for an annual renewal increase, Pancake shall not impose that increase at that renewal without Client’s express agreement.

Prices for new optional, nonrecurring Add-On Services may change before Client purchases or authorizes those Services without advance notice. Previously authorized purchases remain governed by their agreed prices. Enterprise pricing changes are governed by the executed Order Form or Statement of Work, subject to applicable law.

(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.

(e) Zero Commission and Third-Party Platform Fees: Pancake’s standard flat-fee membership does not include a commission charged by Pancake on Client booking revenue. Client remains responsible for any fees, commissions, application fees, booking-engine fees, payment-processing charges, or other transaction costs imposed by third-party booking channels, payment processors, booking engines, or connected service providers. Such third-party charges are separate from Pancake’s membership fee and are governed by the applicable third party’s own pricing and terms.

5.2 Automated Payment Processing & Merchant Status

(a) Preauthorized Billing: Client shall maintain a valid preauthorized payment method, which may include a valid credit card or ACH bank authorization where supported, on file with Pancake’s designated third-party payment processor. Client authorizes Pancake to process membership fees, recurring service charges, incurred Add-On Services, and other amounts expressly authorized under these Terms on a recurring or transactional basis.

Where these Terms authorize Pancake to process an off-session charge for an Instant Hospitality expense, Room Service purchase, emergency vendor expense, or other authorized third-party expense, Pancake shall process the applicable charge and successfully collect sufficient authorized funds before Pancake is required to incur the corresponding expense through Pancake’s own payment account.

Client remains responsible for the underlying authorized third-party expense and associated third-party transaction costs. Pancake shall not be required to absorb payment processing costs incurred solely as a result of collecting or transmitting Client authorized funds for such expenses. To the extent permitted by applicable law and applicable payment network rules, the amount collected for such an expense may include the amount reasonably necessary for Pancake to receive sufficient funds to complete the authorized third-party transaction. Pancake shall not impose a profit markup upon such 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 Operational Purchases, Vendor Dispatch and Third-Party Expenses

If Pancake, pursuant to Client’s authorizations under these Terms, coordinates an Instant Hospitality expense, Room Service purchase, emergency service, turnover cleaning, backup vendor dispatch, on demand vendor sourcing, urgent maintenance resolution, or other authorized third-party operational expense on Client’s behalf, the following payment hierarchy shall apply:

• Owner First Payment: Pancake shall prioritize purchases through Client’s authorized purchasing accounts using Client’s payment methods maintained within those accounts or direct payment by Client to the applicable third-party vendor. Pancake may facilitate vendor invoices, payment links, telephone payment arrangements, or other reasonable direct payment methods between Client and the applicable third party.
  
  

• Preauthorized Spending Limits: Unless Client provides additional authorization, Pancake’s authority to initiate third-party expenses without additional Client approval shall be limited to the applicable spending authorization established under these Terms, including up to $300 per Room Service order, up to $100 per Instant Hospitality guest recovery incident, and up to $300 per Instant Hospitality urgent operations or maintenance incident. Where Section 2.6 expressly authorizes use of both Instant Hospitality spending authorizations during a single qualifying incident, the combined Instant Hospitality authority may total up to $400 as provided therein.
  
  

• Zero Float Requirement: Pancake shall have no obligation to advance, lend, finance, float, subsidize, or otherwise use Pancake funds to cover Client’s third-party operational expenses or associated transaction costs before Pancake has successfully collected sufficient authorized funds from Client.
  
  

• Fallback Payment: Where direct Client payment is not reasonably available and the expense is otherwise authorized under these Terms, Client authorizes Pancake to process an off-session charge against Client’s payment method on file before Pancake incurs the corresponding expense through Pancake’s own payment account. Following successful collection of sufficient authorized funds, Pancake may use Pancake’s corporate payment card or other payment account to complete the corresponding purchase or payment. If Client’s payment is declined, fails, is reversed before completion of the transaction, or otherwise does not provide Pancake with sufficient collected funds to complete the authorized transaction, Pancake shall have no obligation to advance the difference or incur the expense using Pancake funds and may require an alternative payment method or direct payment by Client.
  
  

• Third-Party Charges and Processing Costs: Client remains responsible for all third-party costs associated with authorized operational purchases, including merchandise, labor, taxes, delivery charges, service fees, tips, vendor imposed charges, substitutions, and other transaction costs. Pancake shall not be required to absorb third-party payment processing costs incurred solely as a result of collecting or transmitting Client authorized funds for such expenses. To the extent permitted by applicable law and applicable payment network rules, amounts collected by Pancake for these expenses may include the amount reasonably necessary for Pancake to receive sufficient funds to complete the authorized third-party transaction. Pancake shall not impose a profit markup upon such expenses.
  
  

• Third-Party Performance: Pancake does not guarantee third-party product availability, vendor acceptance, fulfillment, delivery timing, workmanship, performance, or completion. Client remains responsible for authorized third-party operational costs incurred on Client’s behalf, and Pancake shall not be liable for third-party vendor, retailer, courier, or delivery provider performance, delays, cancellations, substitutions, or work quality.

  
  

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) Monthly Membership Plans (1–3 Properties): Monthly Membership 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 Membership Plans (1–3 Properties): Annual Membership Plans carry a twelve (12) month commitment, billed in monthly installments. Unless either party gives written notice of non-renewal, the membership automatically renews for another twelve (12) month term, subject to Section 5.1(b). Client may give notice of non-renewal at any time during the active term without requesting early termination. If Client’s notice is received at least thirty (30) calendar days before expiration, Services end upon expiration of that term. If Client’s notice is received fewer than thirty (30) calendar days before expiration but before renewal occurs, the membership shall not renew for another annual term. Instead, Services continue for one final monthly period immediately following annual expiration, at the monthly installment rate in effect immediately before expiration, and terminate at the end of that period without further renewal. This final period does not create a new annual commitment or permit recovery of the annual discount. These notice requirements also apply when Client declines an announced renewal price increase under Section 5.1(b); the declined increase shall not apply during the final monthly period. Notice received after an annual renewal has already taken effect is governed by the renewed term and Section 6.2(b), subject to applicable law.

(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) Monthly Membership Plan Cancellation (Mandatory 30-Day Notice & Immediate Offboarding Acceleration): Either party may terminate a Monthly Membership Plan by providing written notice of non-renewal. Client shall submit its notice by emailing support@trypancake.com from its account email address or through another method Pancake expressly accepts. The notice must reasonably identify Client and the affected Properties. Pancake shall deliver its notice to Client’s account email address. Notice is effective when received. A processing or acknowledgment delay shall not extend the notice period or create an additional renewal charge.

• Standard 30-Day Notice Cycle: Client’s written notice must be received by Pancake at least thirty (30) calendar days before Client’s next recurring billing date to prevent renewal on that date. If Client’s notice is received fewer than thirty (30) calendar days before the next recurring billing date, the subscription shall renew for one final monthly billing period. Services remain active through the current paid period and that final monthly period, and Pancake shall charge the applicable membership fee once on the upcoming recurring billing date. Services end at the conclusion of that final paid period without further renewal. This requires one additional monthly period, not two additional monthly periods. Client does not need to submit another cancellation notice.

  
  

  For non-renewal initiated by Pancake under this Section, Pancake shall give Client at least thirty (30) calendar days’ written notice before the recurring billing date on which renewal will cease. Immediate suspension or termination for cause remains governed by Section 6.2(c).
  
  

• Price Increase Rejection: If Client declines an announced price increase and submits cancellation notice before the increase takes effect, the ordinary notice and final period requirements above continue to apply. However, the recurring rate in effect immediately before the announced increase shall remain in effect through the final service date, including any required final monthly offboarding period. The declined increase shall not apply during that period. Section 5.1(b) governs notice of the increase.
  
  

• Offboarding Mode & Confirmation: The affected Properties enter Offboarding Mode immediately upon receipt or delivery of the cancellation or non-renewal notice. Pancake shall promptly confirm the final service date, any final recurring charge, and the planned disconnection arrangements. Applicable Services continue through the final service date as provided in Section 6.3.
  
  

• Accelerated Immediate Offboarding Option: If Client requests or executes immediate platform disconnection, API severance, or co-host removal before the ordinary final service date determined under this Section, all remaining unpaid subscription fees otherwise owed through that final service date, including any required final monthly period, shall immediately accelerate and become due and payable. Client explicitly authorizes Pancake to charge Client’s payment method on file for that accelerated balance, after which Pancake shall execute the requested technical disconnection during standard business hours, subject to Section 6.3(c). An amount collected through acceleration shall not also be charged on its original billing date. Where Client timely declined a price increase, the accelerated balance shall be calculated using the protected existing rate described above.

  
  

(b) Early Cancellation of Annual Membership Plans & SOWs (Immediate Lump-Sum Acceleration): For clarity, notice of non-renewal requesting that Services end upon the scheduled expiration of the active Annual Membership Plan or SOW term is not early cancellation and does not trigger acceleration under this Section. Non-renewal does not alter Client’s obligation to pay amounts due during the remainder of the active term. The final monthly period required for late annual non-renewal under Section 6.1(b) does not itself trigger acceleration.

Client shall submit an annual cancellation or non-renewal notice using the method described in Section 6.2(a). Pancake shall promptly acknowledge receipt and confirm whether the notice requests non-renewal or early termination, together with the applicable final service date and charges. A notice that clearly requests non-renewal shall not be treated as a request for immediate termination.

Client may request early cancellation of an Annual Membership Plan or active SOW before its scheduled expiration; provided, however, that upon Pancake’s receipt of a notice requesting early cancellation for any reason other than Pancake’s uncured material breach, the following provisions apply, subject to applicable law and any controlling Order Form or Statement of Work.

• 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 twelve (12) month term or SOW duration shall immediately accelerate and become due and payable in full on the date notice of early 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 process a single lump-sum charge for the accelerated contract balance against Client’s primary credit card, ACH authorization, or payment method on file on the date of early cancellation notice. Amounts collected through acceleration shall not also be collected as subsequent recurring installments.

Offboarding Mode begins immediately upon receipt of the notice, with Services continuing through the applicable final service date unless Client requests earlier disconnection or Services are lawfully suspended or terminated for cause. Giving timely notice of annual non-renewal does not shorten the active annual commitment. If Client declines an announced renewal price increase before renewal, the existing annual rate remains in effect through annual expiration and any final monthly period required under Section 6.1(b).

(c) Immediate Termination for Cause by Pancake: Pancake may immediately suspend or terminate Client’s account or the Services for an affected Property, as applicable, without advance notice or an opportunity to cure, upon any of the following:

• 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 (Protection of Proprietary Systems & Intellectual Property), Section 4.3 (Confidentiality & Protected Materials), 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.

• Client’s material failure to comply with Section 2.7 (Property Licensing, Registration & Regulatory Compliance), including the absence, expiration, suspension, revocation, or material misrepresentation of a legally required permit, license, registration, or property-use authorization, or Client’s refusal to provide reasonably requested compliance documentation, where the deficiency may render continued operations unlawful or expose Pancake to material regulatory risk.

Pancake shall provide written notice identifying the suspension or termination, its effective time, the affected Property or Properties, and the applicable grounds, contemporaneously with the action or as soon as reasonably practicable afterward. Any action affecting existing reservations, guest communications, or system access remains subject to Section 2.7(c), Section 6.3(c), applicable law, and booking-channel requirements. Nothing in this Section authorizes unlawful continued rental activity or eliminates obligations that applicable law independently imposes upon Pancake.

Upon termination under this Section, remaining unbilled subscription fees, committed retainers, and baseline fees for the unexpired Annual Membership Plan or SOW term attributable to the terminated Property or Properties shall accelerate only to the extent permitted by applicable law and the controlling Order Form or Statement of Work. Termination of Services for fewer than all Properties shall not accelerate fees attributable to Properties whose Services continue. Any allocation of a shared portfolio fee shall follow the applicable Order Form or Statement of Work; absent an agreed allocation, termination of an individual Property shall not automatically accelerate the entire portfolio balance. Acceleration shall not include projected percentage-based fees, unpurchased Add-On Services, or third-party expenses not incurred or otherwise owed. No accelerated amount shall be collected more than once.

(d) Effect of External Changes on Cancellation & Payment Obligations: For the avoidance of doubt, an External Change as defined in Section 3.3(d), including any change to an Online Travel Agency’s policies, a Third-Party Platform’s capabilities, or an applicable governmental or regulatory requirement, shall not, by itself, establish an independent right to cancel, rescind, or terminate Client’s membership, shorten an active subscription commitment, obtain a refund or fee reduction, or avoid payment obligations otherwise enforceable under these Terms.

Where Pancake remains reasonably able to deliver the material Services through lawful and commercially reasonable alternative methods, Client’s selected membership plan, applicable cancellation notice period, annual commitment, and payment obligations shall remain in effect.

Monthly Membership Plans remain subject to the cancellation notice and final billing requirements of Section 6.2(a). Annual Membership Plans remain subject to their twelve (12) month commitments and the early cancellation provisions of Section 6.2(b), including applicable acceleration of remaining committed fees, to the extent enforceable under applicable law. Enterprise Accounts remain subject to their controlling Order Forms or Statements of Work.

Client’s dissatisfaction with an External Change, the discontinuation of a particular third-party feature, or the substitution of a compliant operating procedure shall not, standing alone, constitute Pancake’s uncured material breach.

Nothing in this Section eliminates a remedy for Pancake’s actual uncured material breach, overrides Section 3.3(g) where substantially all material Services become legally prohibited or incapable of performance, or restricts rights or remedies that cannot lawfully be waived.

6.3 Offboarding Mode, Scope Freeze & Client Offboarding Obligations

Upon receipt or delivery of a notice of cancellation, termination, or non-renewal, the affected Properties immediately enter an active transition period called “Offboarding Mode.” Pancake shall begin preparing the affected listings, accounts, and integrations for disconnection. Offboarding Mode does not itself end Services or shorten an active commitment. Except where Client requests earlier disconnection or Services are lawfully suspended or terminated for cause, Pancake shall continue servicing the affected Properties through the confirmed final service date.

(a) Operational Scope Freeze: During Offboarding Mode, Pancake’s operational obligations remain limited to maintaining the existing active Property protocols and preparing for transition. Pancake shall not accept requests to onboard new Properties, construct new custom knowledge bases, integrate new third-party software tools, or expand existing baseline operations. Offboarding preparation shall not itself discontinue the existing Services before the final service date.

(b) Client Transition Responsibilities: Client is solely responsible for preparing its Client owned accounts and systems for independent operation following termination. This includes assuming responsibility for its booking channel accounts, reservations, guest communications, scheduled and automated guest messages, check in and check out communications, review workflows, cleaner and vendor notifications, PMS or channel permissions, pricing administration, direct booking operations, and any other operational functions previously administered by Pancake. Before the effective termination date, Client is responsible for establishing any replacement messaging, automation, pricing, website, booking, vendor coordination, or operational processes it wishes to use after Pancake’s Services end. Pancake shall reasonably cooperate by removing Pancake’s administrative access and discontinuing Pancake controlled integrations applicable to Client’s Properties. Pancake is not required to transfer ownership of, export, reproduce, or provide continued access to Pancake Intellectual Property, shared or Pancake controlled software accounts, messaging templates, automation rules, pricing tools, websites, website designs, direct booking infrastructure, brand assets, knowledge repositories, communication systems, licenses, or other tools used to provide the Services.

(c) Disconnection Timing, Existing Reservations & Client Data: For an ordinary cancellation or non-renewal, the final service day is the day immediately before the next billing period would otherwise begin after the applicable notice, commitment, and final period requirements have been satisfied. Pancake shall confirm the final service date and planned disconnection time in writing. Pancake shall prepare the affected Properties for removal or disconnection from Pancake’s property management system and other applicable operational systems, with disconnection becoming effective at the end of the confirmed final service day. Preparatory technical work may occur during standard business hours, but a weekend, holiday, or routine staffing schedule shall not postpone the ordinary final service date or create another recurring membership charge.

If a third party restriction or technical failure prevents a particular disconnection from completing as planned, Pancake shall notify Client as soon as reasonably practicable and use commercially reasonable efforts to complete the remaining steps. That technical delay does not by itself renew the membership or authorize another recurring membership charge.

An earlier disconnection expressly requested by Client under Section 6.2(a) may be performed during standard business hours (9:00 AM to 5:00 PM Central Time), subject to confirmation of the requested date and applicable payment requirements. The ordinary offboarding schedule does not postpone an immediate suspension or termination under Section 6.2(c), or any action required sooner by applicable law, booking channel requirements, or an immediate guest safety or security risk. Pancake may promptly restrict affected listing publication, distribution, booking acceptance, access, or integrations as reasonably necessary under those circumstances.

Notwithstanding the operational scope freeze in Section 6.3(a) or the severance provisions in Section 6.4, Pancake shall take steps required by applicable law and booking channel requirements concerning existing reservations and shall provide Client, as soon as reasonably practicable, notice of affected reservations and operational functions that require Client’s attention. Where lawful, technically feasible, and consistent with guest safety and system security, Pancake shall reasonably coordinate the transfer of responsibility for existing reservations and essential guest communications to Client or Client’s authorized replacement provider. This obligation does not require Pancake to continue unlawful rental activity, provide physical attendance or local emergency response, advance funds, or provide indefinite post-termination Services.

For a termination without advance notice under Section 6.2(c), notwithstanding Section 6.4(d), Pancake shall provide Client a reasonable opportunity to retrieve Client Data. Where continued portal access would be unlawful, insecure, or technically unavailable, Pancake shall instead make Client Data reasonably available to Client through a secure export or other reasonable delivery method, subject to applicable law, privacy obligations, and third-party platform limitations. This obligation does not require disclosure or transfer of Pancake Intellectual Property or information belonging to other clients. Following completion of applicable legal, reservation transition, and Client Data obligations, Pancake may complete system severance under Section 6.4.

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 applicable to the terminated Services.

(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 before execution of technical offboarding. Upon disconnection, all platform access, Private Owner Portal availability, software seats, and API syncs applicable to the terminated Services shall end, with no ongoing hosting or export obligations except as expressly provided in Section 6.3(c) or required by applicable law.

(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. This provision does not override an express obligation under Section 6.3(c) or applicable law.

(f) Pancake Intellectual Property Removal and License Termination: Upon termination, all licenses granted to Client for Pancake Intellectual Property applicable to the terminated Services immediately terminate. Pancake may disable, disconnect, remove, or deactivate Pancake controlled messaging templates, automated communication sequences, cleaner and vendor notification workflows, pricing configurations, direct booking interfaces, digital guidebooks, websites, graphics, brand assets, operational automations, and other Pancake Intellectual Property from Pancake controlled systems and, where technically available and permitted, from connected third party platforms. Client shall cease using and shall not copy, recreate, export, retain for continued operational use, or redeploy Pancake Intellectual Property after termination. The continued presence of any Pancake Intellectual Property within a third party platform following termination due to technical limitations, platform restrictions, or administrative delay shall not create or extend any license or ownership right in favor of Client.

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 obtain, accurately disclose, maintain, or timely renew required local short term rental permits, municipal licenses, lodging registrations, zoning or land use approvals, lodging or occupancy tax registrations, homeowners association or condominium association authorizations, landlord permissions, or lease agreements; Client’s failure to satisfy applicable tax filing or remittance obligations; Client’s failure to complete required building, occupancy, fire, health, or other safety inspections, obtain or maintain required certificates or approvals, complete legally required corrective work, or satisfy the obligations in Section 2.7(d); or Client’s violation of applicable governmental regulations or third party booking channel terms. To the fullest extent permitted by applicable law, Client’s indemnification obligations under this Section include claims and governmental enforcement proceedings, municipal citations, civil or administrative penalties, regulatory fines, reasonable legal fees and defense costs, and third party listing suspension or delisting charges arising from Client’s failure to satisfy these obligations. Payment of covered defense costs is governed by Section 7.2. Client shall not be required to indemnify Pancake for liability to the extent resulting from Pancake’s own conduct for which indemnification is prohibited by applicable law.

(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, citation, or proceeding subject to indemnification under Section 7.1 and provide reasonably available supporting information. Failure to give prompt notice shall not relieve Client of its obligations except to the extent Client is materially prejudiced by the delay. Client shall assume the defense with qualified legal counsel reasonably acceptable to Pancake.

For a matter arising from Client’s failure to satisfy the permit, inspection, property safety, corrective work, authorization, or other compliance obligations described in Section 7.1(d), or the independent local contact and designation obligations described in Section 7.1(e), Client’s defense obligation includes direct payment of reasonable and necessary defense costs as they arise, including any reasonable initial retainer required by defense counsel. Client shall arrange payment promptly enough to meet applicable legal deadlines and counsel’s reasonable payment requirements. Pancake is not required to first pay those costs or await the final outcome of the matter before requesting Client’s performance. This funding obligation applies only to the extent the matter falls within those indemnification obligations and payment is permitted by applicable law.

If Client fails to provide the required defense or payment, Pancake may retain qualified counsel and take reasonable steps necessary to protect its defense. Client remains responsible for reasonable defense costs covered by its indemnification obligations. Pancake shall provide reasonable supporting documentation without being required to disclose privileged legal advice. Any unused advances shall be returned, and any amounts finally determined by agreement or a binding decision under Section 10 not to be covered by Client’s indemnification obligations shall be repaid. No expense shall be recovered twice.

Pancake retains the right to participate in a defense adequately provided by Client at Pancake’s own expense using counsel of its choice. Client shall not settle, compromise, or consent to any judgment asserting liability or imposing 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: Client shall maintain primary insurance appropriate for the regular short-term rental operation of each Property, including coverage for paid guest stays and direct bookings where applicable, with liability 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. Client is responsible for confirming with its insurance carrier or licensed insurance professional that its coverage applies to the Property’s actual short-term rental activities. Third-party booking platform protection programs, including Airbnb AirCover or similar platform programs, may provide supplemental protection subject to their respective terms, conditions, exclusions, and limits, but shall not by themselves satisfy Client’s insurance obligations under this Section.

(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, reimbursement, security deposit, and damage recovery programs are governed by the terms of the applicable platform or provider. Pancake does not provide, underwrite, sell, or guarantee insurance or damage protection coverage and assumes no liability for denied, capped, delayed, or unrecovered amounts. Where permitted by applicable law and applicable platform or provider rules and where included in the Services, Pancake may provide administrative assistance with non-insurance reservation-level guest damage reimbursement requests, including Airbnb Host Damage Protection reimbursement requests, and with security deposit, card-on-file, or similar damage recovery processes. Pancake will not submit, negotiate, settle, or administer a claim under an insurance policy unless such activity is legally permitted, authorized by the applicable insurer or provider, and expressly included in the Services.

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 performing its nonpayment obligations under this Master TOS to the extent such failure or delay results from acts or events beyond that party’s 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, newly enacted laws, amendments to existing laws or regulations, governmental restrictions or enforcement actions, utility blackouts, widespread internet or telecommunications outages, third-party API disconnections, material third-party platform outages or restrictions, civil unrest, acts of terrorism, or war.

The affected party shall use commercially reasonable efforts to mitigate the resulting disruption and resume lawful performance when reasonably practicable. Where the event involves an External Change under Section 3.3(d), the parties’ rights and obligations concerning alternative operating methods, affected Services, membership commitments, and payment obligations shall also be governed by Sections 3.3 and 6.

A temporary interruption, restriction, or modification of Services arising from a force majeure event shall not, by itself, terminate, shorten, extend, or renew an existing membership term, waive otherwise applicable cancellation requirements, or excuse Client from paying membership fees, committed retainers, authorized expenses, or other amounts lawfully due under these Terms.

Nothing in this Section requires either party to perform an unlawful act, excuses a failure unrelated to the force majeure event, or eliminates rights or remedies that cannot lawfully be waived.

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 that of independent contracting business entities. Nothing in this Master TOS creates a partnership, joint venture, franchise, employment, or employer-employee relationship between Pancake and Client, or between Pancake and Client’s Local Service Team or guests. Except for the limited operational authority expressly granted under these Terms or an applicable executed Order Form or Statement of Work, neither party has authority to bind or obligate the other. Pancake’s authority remains subject to applicable law, Client’s lawful authority, and applicable third-party platform or provider permissions.

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

Any provision of this Master TOS that by its nature is intended to survive termination or expiration shall survive, including provisions concerning accrued payment obligations, intellectual property ownership and use restrictions, confidentiality, data rights, account offboarding and system severance, indemnification, limitations of liability, insurance obligations applicable to events occurring before termination, dispute resolution, governing law, and other rights or obligations that accrued before termination. Termination does not revive or extend any license or right to use Pancake Intellectual Property.