End User License Agreement (EULA)

Last Updated: February 16, 2026

This End User License Agreement ("Agreement" or "EULA") is a binding legal agreement between you ("Licensee," "Client," "you," or "your") and Keen Apps, LLC ("Licensor," "Company," "we," "us," or "our"), a Georgia limited liability company with its principal place of business at 4279 Roswell Road, 208-156, Atlanta, GA 30342.

This Agreement governs your access to and use of the TotalGuest software platform, including all associated applications, APIs, documentation, updates, and related services (collectively, the "Software").

By subscribing to, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not access or use the Software.

1. Grant of License

1.1 License

Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during your subscription term solely for the purpose of providing AI-curated guest itinerary and experience services to guests of your hospitality property or properties.

1.2 White-Label License

We grant you a limited license to display the Software's guest-facing interfaces under your property's branding, including your name, logo, brand colors, and visual identity, in accordance with the configuration options provided within the Software. This white-label license is contingent on your active subscription and terminates immediately upon expiration or termination of your subscription.

1.3 Scope

This license is limited to the number of properties, rooms, and users specified in your subscription plan or service agreement. Use beyond the licensed scope requires an upgrade to the appropriate plan or written authorization from us.

2. Restrictions

You shall not, and shall not permit any third party to:

  • Copy, modify, adapt, translate, or create derivative works of the Software or any component thereof

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data structures of the Software

  • Sublicense, lease, rent, loan, sell, resell, or otherwise distribute the Software or access thereto to any third party

  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Software

  • Use the Software to develop a competing product or service

  • Use the Software in any manner that violates applicable law, regulation, or third-party rights

  • Introduce any virus, worm, trojan, or other harmful code into the Software

  • Attempt to gain unauthorized access to the Software, its servers, or any related systems or networks

  • Use the Software to process data on behalf of any third party other than your property's guests in the ordinary course of your hospitality operations

  • Share access credentials with unauthorized individuals or entities

  • Use automated tools to scrape, mine, or extract data from the Software except through our provided APIs and in accordance with our documentation

3. Ownership and Intellectual Property

3.1 Company Ownership

The Software, including all source code, object code, algorithms, AI models, machine learning systems, databases, designs, interfaces, documentation, and all related intellectual property rights, are and shall remain the sole and exclusive property of Keen Apps, LLC. This Agreement does not convey to you any ownership interest in the Software. All rights not expressly granted herein are reserved by us.

3.2 Client Materials

You retain all ownership rights in your trademarks, logos, brand assets, proprietary content, and guest data that you provide to or generate through the Software. You grant us a limited, non-exclusive, worldwide license to use your materials solely for the purpose of delivering the Software and performing our obligations under this Agreement.

3.3 Aggregated and Anonymized Data

We may collect and use aggregated, anonymized, and de-identified data derived from your use of the Software for the purpose of improving the Software, developing new features, conducting research, and generating industry benchmarks. This data will not identify you, your property, or your guests.

3.4 AI-Generated Content

Itineraries, recommendations, and other content generated by the Software's AI systems are produced algorithmically based on available data. You acknowledge that AI-generated content may contain inaccuracies and that you are responsible for reviewing and curating content made available to your guests through the Software.

4. Software as a Service

4.1 Cloud Delivery

The Software is provided as a cloud-hosted service (Software as a Service). No software is installed on your systems. You access the Software through standard web browsers and mobile devices.

4.2 Updates and Modifications

We may update, modify, or enhance the Software from time to time without prior notice. We will use reasonable efforts to ensure that updates do not materially reduce the functionality of the Software during your subscription term. Major changes will be communicated via email to your designated account contact.

4.3 Availability

We will use commercially reasonable efforts to maintain the availability of the Software. We do not guarantee uninterrupted or error-free access. Scheduled maintenance will be communicated in advance when practicable. Our target availability is 99.9% uptime measured on a monthly basis, excluding scheduled maintenance windows.

5. Data Processing

5.1 Guest Data

In the course of providing the Software, we process personal data of your property's guests on your behalf. With respect to guest personal data, you are the data controller and we are the data processor. We process guest data solely in accordance with your instructions as implemented through the Software's configuration and this Agreement.

5.2 Data Security

We implement commercially reasonable administrative, technical, and physical safeguards to protect data processed through the Software, including encryption in transit and at rest, access controls, and regular security assessments.

5.3 Data Processing Agreement

If required by applicable data protection law (including the GDPR), we will enter into a Data Processing Agreement with you upon request. Contact legal@totalguest.com to request a DPA.

5.4 Data Portability

Upon written request during your subscription term or within 30 days of termination, we will provide an export of your data in a standard machine-readable format.

6. Confidentiality

6.1 Confidential Information

Each party acknowledges that it may receive confidential information from the other party. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, including business plans, technical data, financial information, guest data, and the terms of this Agreement.

6.2 Obligations

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for the purposes of this Agreement. Each party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know, provided such individuals are bound by confidentiality obligations no less restrictive than those in this Agreement.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to Confidential Information; or (d) is rightfully obtained from a third party without restriction.

7. Warranties and Disclaimers

7.1 Company Warranty

We warrant that: (a) we have the right to grant the licenses set forth in this Agreement; (b) the Software will perform substantially in accordance with its documentation during your subscription term; and (c) we will provide the Software in compliance with all applicable laws.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED CONTENT.

WE DO NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET ALL OF YOUR REQUIREMENTS; (B) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

7.3 AI Content Disclaimer

THE SOFTWARE USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TO GENERATE RECOMMENDATIONS AND ITINERARIES. AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES AND MAY CONTAIN ERRORS, INACCURACIES, OR OUTDATED INFORMATION. YOU ACKNOWLEDGE THAT AI-GENERATED RECOMMENDATIONS SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR GUEST SAFETY DECISIONS AND THAT YOU ARE RESPONSIBLE FOR REVIEWING CONTENT DELIVERED TO YOUR GUESTS.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KEEN APPS, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SOFTWARE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

9. Indemnification

9.1 By Us

We will defend, indemnify, and hold you harmless from and against any third-party claims alleging that the Software, as provided by us, infringes any valid United States patent, copyright, or trademark. Our obligations under this section are contingent on: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from you at our expense.

9.2 By You

You will defend, indemnify, and hold us harmless from and against any third-party claims arising from: (a) your use of the Software in violation of this Agreement; (b) your breach of applicable law; (c) your brand materials or content provided to us; or (d) any dispute between you and your guests related to experiences recommended through the Software.

10. Term and Termination

10.1 Term

This Agreement is effective as of the date you first access the Software and continues for the duration of your subscription term, including any renewal terms.

10.2 Renewal

Unless otherwise stated in your service agreement, subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

10.3 Termination for Breach

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice specifying the breach.

10.4 Termination for Convenience

You may terminate this Agreement for convenience by providing 30 days' written notice. Early termination does not entitle you to a refund of prepaid fees, except as provided under our Five-Star Guarantee.

10.5 Effect of Termination

Upon termination: (a) all licenses granted herein terminate immediately; (b) you must cease all use of the Software; (c) we will make your data available for export for 30 days following termination; (d) after the 30-day export period, we may delete your data from our active systems; and (e) Sections 3, 6, 7.2, 8, 9, 11, and 12 survive termination.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws provisions.

11.2 Jurisdiction

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia. Each party irrevocably consents to the personal jurisdiction and venue of such courts.

11.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

12. General Provisions

Entire Agreement. This Agreement, together with any applicable service agreement, order form, and the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

Amendment. This Agreement may not be amended except by a written instrument signed by both parties, or by our posting of an updated version with 30 days' prior email notice to you. Continued use of the Software after the effective date of any amendment constitutes acceptance.

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

Waiver. The failure of either party to exercise any right under this Agreement shall not constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Assignment. You may not assign this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

Notices. All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or by nationally recognized overnight courier to the addresses specified in this Agreement or as updated by either party in writing.

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Export Compliance. You agree to comply with all applicable export and import laws and regulations in connection with your use of the Software.

Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, government orders, labor disputes, power failures, or internet disruptions.

13. Contact Information

For questions regarding this Agreement, please contact:

Keen Apps, LLC 4279 Roswell Road, 208-156 Atlanta, GA 30342