Hotel Agreement

1. Introduction and Relationship to Terms of Service

This Hotel Agreement (“Hotel Agreement”) is a supplement to the Protellier Terms of Service(“Terms of Service”) and is incorporated into and forms part of the Terms of Service. Capitalized terms used but not defined in this Hotel Agreement have the meanings given to them in the Terms of Service.

This Hotel Agreement applies to hotels, resorts, bed-and-breakfasts, boutique properties, and other hospitality businesses (“Hotel,” “you,” or “your”) that register for a Protellier Hotel account to offer the Platform as a benefit to their guests and earn a revenue share on qualifying guest transactions.

In the event of any conflict between this Hotel Agreement and the Terms of Service, this Hotel Agreement controls with respect to the subject matter specifically addressed herein.

By completing the Hotel onboarding process and activating a Hotel account, you agree to this Hotel Agreement in addition to the Terms of Service. If you are accepting this agreement on behalf of a hospitality business entity, you represent that you have the authority to bind that entity.

2. Hotel Eligibility

To register and maintain a Hotel account, you must:

• Be a legally operating hospitality business with a permanent, physical lodging establishment located in the United States;
• Have a valid U.S. business address, a designated partnership contact, and a valid business email address;
• Have the legal authority to enter into this Hotel Agreement on behalf of the property or brand;
• Successfully complete the Platform’s Hotel onboarding process as described in Section 3; and
• Not have had a Hotel account previously terminated for cause.

Protellier partners with a range of hospitality businesses, from independent boutique hotels to multi-property groups. Each physical property location must be separately registered. Protellier reserves the right to approve or decline any Hotel application at its sole discretion.

3. Hotel Onboarding

3.1 Required Information

To complete Hotel onboarding, you must provide:

• Legal business name;
• Full physical address of the property;
• Geographic coordinates (latitude and longitude) of the property, derived from your address, used for location-based matching with participating Businesses;
• Primary partnership contact name, email address, and phone number;
• Federal Tax Identification Number (EIN) or Social Security Number (for sole proprietors), required for tax reporting purposes; and
• Stripe Connect account setup information, required to receive revenue share payouts as described in Section 6.

3.2 Onboarding Review

Protellier will review complete Hotel onboarding submissions and endeavor to respond within five to seven (5–7) business days. We reserve the right to request additional information, conduct background or business verification checks, or decline any application. Submission of false or misleading information during onboarding is grounds for rejection or termination.

3.3 Activation

Upon approval, your Hotel account will be activated and you will receive access to your Hotel portal. At activation, Protellier or its platform administrator will configure vendor partnerships: the specific participating Businesses whose qualifying transactions with your verified guests will generate Revenue Share for your account. Vendor partnership configurations may be adjusted by the platform administrator from time to time. Vendor partnerships do not affect which deals a Traveler can browse or redeem on the Platform; deal browsing and redemption are described in the Traveler User Agreement and are not limited to any particular Hotel’s partnered Businesses.

You understand that the availability of specific Businesses for Revenue Share purposes is subject to those Businesses maintaining active accounts and active deals on the Platform, which is outside your control. Protellier does not guarantee a minimum number of participating Businesses will be partnered with your property at any time.

4. Guest Reservation Verification

4.1 How Guest Verification Works

As a Hotel, you earn Revenue Share when your verified guests (that is, Travelers who have verified an active reservation at your property using the confirmation code process described in Section 4.2) make qualifying purchases at Businesses partnered with your property while their reservation is active, as described in Section 5.

A Traveler does not need any association with a Hotel to create a Protellier account or to browse the deals available on the Platform. However, to enroll in a deal and earn cashback Rewards, a Traveler must have an active, verified reservation with a Protellier Hotel, as described in the Traveler User Agreement. Guest reservation verification also determines whether, and to which Hotel, a Revenue Share is credited on a given qualifying transaction.

4.2 Reservation Confirmation Codes

To enable guest verification, you provide Protellier with reservation records for your property (individually, in bulk, or via property-management-system export), each associated with a confirmation code and the reservation’s check-in and check-out dates. You are responsible for the accuracy of the reservation records and confirmation codes you provide, and for distributing confirmation codes to your actual guests through your own booking or check-in process.

A guest verifies their stay by entering the confirmation code in the Platform. Protellier will not be responsible for verification failures caused by inaccurate reservation records or confirmation codes you have provided, or by your failure to distribute a confirmation code to a guest.

4.3 Guest Verification Status and Duration

Once a guest verifies a reservation using a confirmation code you provided, their account is matched to your property for Revenue Share purposes. This status is:

• Established at the time the guest successfully verifies the confirmation code;
• Active for the duration of the reservation’s check-in and check-out dates, and for a limited grace period following check-out during which a guest may still verify a reservation that has not yet been claimed;
• No longer active once the reservation is checked out and the grace period has elapsed, or upon early termination as described in Section 4.4; and
• Limited to one active Hotel reservation per Traveler account at a time.

4.4 Termination of Guest Verification Status

A guest’s active verification status with your property will end if:

• The guest’s Traveler account is closed or terminated;
• The reservation is checked out and any applicable grace period has elapsed;
• The guest cancels their own verification through the Platform; or
• Your Hotel account is suspended or terminated.

Ending a guest’s verification status will not affect Revenue Share already earned on qualifying transactions that occurred while the status was active.

5. Revenue Share

5.1 How Revenue Share Is Calculated

As consideration for verifying and hosting guests who engage with the Platform, Protellier will pay you a revenue share (“Revenue Share”) on qualifying transactions made by your verified guests at Businesses partnered with your property. Revenue Share is calculated as follows:

• For each qualifying transaction made by one of your verified guests at a partnered Business, you earn a Revenue Share equal to a configurable percentage of the platform fee collected by Protellier from that Business on that transaction.
• Your Revenue Share percentage is set at onboarding and disclosed in your Hotel portal. The applicable rate at the time of any given transaction governs the Revenue Share earned on that transaction.
• Revenue Share is calculated on the platform fee amount, not on the gross transaction amount. You do not earn Revenue Share on the cashback amount credited to the guest.

Revenue Share is earned only when all of the following conditions are met: (a) the guest’s transaction is a qualifying transaction under the partnered Business’s deal terms; (b) the guest’s reservation verification status was active at your property at the time of the transaction, as described in Section 4.3; and (c) your Hotel account is in good standing at the time of the transaction. Revenue Share is earned regardless of whether or when Protellier has collected the corresponding platform fee from the Business; Protellier bears that collection risk, not you.

5.2 Revenue Share Accumulation

Revenue Share earned on qualifying guest transactions accumulates in your Hotel account balance on a rolling basis as transactions are processed and confirmed. Your Hotel portal will display your current accumulated balance, a monthly redemption count and Revenue Share total broken out by partnered Business, and your payout history, not individual guest transaction records, consistent with Section 8.

Accumulated Revenue Share balances are not interest-bearing and do not constitute a deposit or obligation of Protellier until a payout is processed. Protellier reserves the right to adjust or reverse Revenue Share credits in the following circumstances:

• The underlying platform fee was reversed, refunded, or uncollectable from the Business;
• The Revenue Share was credited in error due to a system error or transaction mismatch;
• The qualifying transaction was later determined to be fraudulent or in violation of Platform rules; or
• Your Hotel account is terminated for cause.

5.3 Revenue Share Rate Adjustments

Your Revenue Share rate may be renegotiated or adjusted by mutual written agreement between you and Protellier. Protellier may also adjust Revenue Share rates across the Hotel program, provided that we give at least thirty (30) days advance written notice before the change takes effect. Notice will be provided by email and through a prominent notice in your Hotel portal. Your continued use of the Platform after the effective date of a rate adjustment constitutes acceptance of the new rate. If you do not agree to a rate reduction, your sole remedy is to terminate your Hotel account before the effective date.

6. Stripe Connect and Revenue Share Payouts

6.1 Stripe Connect Requirement

Revenue Share payouts are processed through Stripe Connect, Stripe Inc.’s managed payout platform. To receive Revenue Share payments, you must complete the Stripe Connect onboarding process during Hotel onboarding. By doing so, you agree to be bound by the Stripe Connected Account Agreement and Stripe’s Services Agreement, which govern Stripe’s relationship with you as a connected account recipient.

Protellier facilitates Revenue Share payouts through Stripe but is not itself a bank or payment processor. Stripe is responsible for the mechanics of payout disbursement, and Stripe’s terms govern the timing, method, and conditions of payout delivery.

6.2 Payout Schedule

Revenue Share payouts are fully automated and require no action or request from you. Each Revenue Share credit matures after a settlement period of fourteen (14) days from the underlying transaction (the “Revenue Share Settlement Period”), which allows for refunds, reversals, and chargebacks on the underlying purchase to surface. On or about the first of each month, Protellier compiles a report of qualifying transactions that have completed the Revenue Share Settlement Period. On or about the 15th of that same month, Protellier automatically pays out the full Revenue Share total reflected in that report. There is no minimum payout threshold; any amount owed, however small, is paid.

A qualifying transaction that has not yet completed its settlement period at the time a monthly report is compiled will automatically be included in the next month’s report once it has. Actual receipt of funds is subject to Stripe’s processing timelines and your bank’s posting schedule. Protellier is not responsible for delays attributable to Stripe or your financial institution.

6.3 Payout Method and Account Accuracy

Payouts will be made to the bank account connected to your Stripe Connect account. You are responsible for ensuring that your Stripe Connect account and the associated bank account information remain accurate and active. Protellier is not liable for failed or misdirected payouts resulting from incorrect or outdated account information you have provided.

6.4 Failed Payouts

If a payout fails (due to an incorrect account number, a closed bank account, or a rejection by your financial institution), Protellier will notify you, and the associated Revenue Share balance remains in your account and becomes eligible to be included in a future payout once you correct your account information. Protellier is not required to make additional payout attempts until valid account information is provided.

6.5 Payout Holds

Protellier reserves the right to place a hold on pending Revenue Share payouts if: (a) we have reason to believe that any credited Revenue Share was earned through prohibited conduct or fraudulent guest reservation verifications; (b) a dispute or investigation is pending that relates to your account; or (c) we are required to do so by applicable law, a court order, or a government authority. We will notify you of any payout hold and its basis, where permitted by law.

7. Tax Reporting and Obligations

7.1 Tax Identification

You are required to provide a valid Federal Tax Identification Number (EIN or SSN) during onboarding. This information is used for tax reporting purposes. You represent that the tax identification information you provide is accurate and that you are the beneficial owner of the revenue share payments to be made to your account.

7.2 IRS Form 1099 Reporting

If the total Revenue Share payments you receive in a calendar year equal or exceed the applicable IRS reporting threshold (currently $600 for non-employee compensation, subject to change), Protellier will issue you an IRS Form 1099-NEC (or such other form as may be required by then-current IRS rules) reflecting the payments made during that year, using Stripe’s tax-form preparation and filing tools as applicable. The form will be provided to you by January 31 of the following year and will be filed with the IRS as required.

It is your responsibility to ensure that your tax identification information on file with Protellier is accurate and current. Inaccurate tax information may result in IRS backup withholding being applied to your Revenue Share payments. Protellier is not responsible for tax penalties arising from your failure to provide accurate tax information.

7.3 Your Tax Responsibilities

You are solely responsible for all tax obligations arising from Revenue Share payments you receive, including federal, state, and local income taxes and any applicable self-employment taxes. Protellier does not provide tax advice. You should consult a qualified tax advisor regarding the treatment of Revenue Share income under applicable tax law.

7.4 Backup Withholding

If you fail to provide a valid tax identification number, provide an incorrect tax identification number, or are otherwise subject to IRS backup withholding requirements, Protellier or Stripe may withhold the applicable backup withholding rate from your Revenue Share payouts and remit the withheld amounts to the IRS as required by law.

8. Guest Data Handling and Privacy

8.1 No Access to Individual Guest Financial Data

As a Hotel, you will not receive access to individual guest transaction data, cashback reward balances, or financial account information. Protellier does not share personally identifiable Traveler financial data with Hotels.

8.2 Aggregate Guest Analytics

Your Hotel portal provides access to aggregated analytics about guest engagement, which may include: total qualifying transactions and total Revenue Share earned broken out by partnered Business, and payout history. This analytics data is provided solely for your use in evaluating the performance of your partnership with Protellier, and does not include individual guest transaction amounts, dates, or identities.

You agree not to attempt to de-anonymize, reverse-engineer, or use aggregated analytics data to identify individual guests. You may not share, sell, or license analytics data received from the Platform to any third party.

8.3 Your Independent Guest Data Obligations

You may independently collect and process guest personal information through your own hotel operations (such as reservation systems, check-in processes, and loyalty programs) entirely outside of the Platform. That data collection is your responsibility and is governed by your own privacy policies and applicable law, not by this Hotel Agreement.

However, in connection with providing reservation records and confirmation codes to Protellier and distributing them to guests, you agree to:

• Provide guests with clear, accurate information about what the Protellier Platform is and how it works before or when providing a confirmation code;
• Not misrepresent the Platform, its features, or the nature of cashback rewards to guests;
• Not represent that guest verification on the Platform is required or a condition of their stay; and
• Comply with all applicable laws governing your communications with guests, including CAN-SPAM, TCPA (if distributing confirmation codes via SMS), and applicable state consumer protection laws.

8.4 Data Sharing with Protellier

To the extent you share any guest or reservation information with Protellier in connection with the Platform (including reservation records and confirmation codes provided under Section 4.2), you represent and warrant that: (a) you have obtained all necessary consents required by applicable law to share that information; (b) you are authorized to share the information for the purposes described; and (c) the information is accurate at the time of sharing.

9. Hotel Representations and Warranties

By registering for and maintaining a Hotel account, you represent and warrant, on a continuing basis, that:

• You are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are formed or registered, and are lawfully operating as a hospitality business;
• You have all necessary licenses and permits to operate your property and to provide guest reservation records to Protellier under applicable hospitality and business law;
• You have the authority to enter into this Hotel Agreement and to bind the business entity you represent;
• All information you provide to Protellier, including onboarding information and tax identification, is and will remain accurate, complete, and current;
• Your participation in the Platform does not violate any agreement to which you are a party, including any exclusivity, preferred supplier, or franchise agreements;
• You will not make any representations to guests about the Platform that are false, misleading, or inconsistent with the Platform’s actual features and terms;
• You will not represent that guest participation in the Platform is mandatory or a condition of receiving hospitality services from you; and
• You will comply with all applicable federal, state, and local laws in connection with your use of the Platform and your guest reservation verification activities.

10. Prohibited Practices

The following practices are strictly prohibited and may result in forfeiture of Revenue Share and termination of your Hotel account:

• Submitting fake, fictitious, or simulated reservation records or confirmation codes to generate Revenue Share credits;
• Incentivizing, coercing, or pressuring guests to verify a reservation on the Platform as a condition of their stay or receipt of hotel services;
• Offering guests independent compensation, discounts, or benefits in exchange for verifying a reservation on the Platform, beyond what the Platform itself provides, without Protellier’s prior written consent;
• Distributing your property’s reservation confirmation codes to individuals who are not actual guests of your property;
• Colluding with Travelers or Businesses to generate fake qualifying transactions for the purpose of earning Revenue Share;
• Registering multiple Hotel accounts for the same property; or
• Any other activity that is deceptive, fraudulent, or designed to circumvent the intent of the Revenue Share program.

11. Vendor Partnerships and Revenue Share Eligibility

The specific Businesses whose transactions with your verified guests generate Revenue Share for your account are determined by the Platform’s vendor partnership configuration, which is managed by the Protellier platform administrator. At onboarding, an initial vendor partnership configuration may be established for your property. This configuration may be updated by the platform administrator from time to time to add, remove, or modify partnered Businesses. Vendor partnerships do not limit which Businesses or deals a Traveler, including your verified guests, may browse or redeem on the Platform; they affect only whether a given transaction generates Revenue Share for your account.

You acknowledge that:

• Protellier does not guarantee that any specific Business will be partnered with your property or will maintain an active deal at any given time;
• The availability and terms of deals are controlled by the individual Businesses and may change without notice;
• Protellier is not responsible for any guest dissatisfaction arising from the unavailability of a specific Business or deal; and
• You may not independently negotiate or represent to guests that specific Businesses or deals are guaranteed to be available through the Platform.

12. Partnership Suspension and Termination

12.1 Suspension

Protellier may suspend your Hotel account if we have reason to believe that: (a) you have violated this Hotel Agreement or the Terms of Service; (b) prohibited practices under Section 10 have been detected in connection with your account; (c) fraudulent or suspicious activity is associated with your account or your verified guests; or (d) we are required to do so by applicable law or a government authority.

We will provide notice of suspension where practicable, except where notice would impede a fraud investigation or violate applicable law. During suspension, no new guest reservation verifications will be attributed to your account and no new Revenue Share will accumulate.

12.2 Termination for Cause

Protellier may terminate your Hotel account for cause, including but not limited to: violation of this Hotel Agreement or the Terms of Service; engagement in prohibited practices under Section 10; submission of false verification or tax information; failure to maintain Stripe Connect account in good standing; or repeated or material breach of your guest data obligations.

12.3 Voluntary Termination

You may terminate your Hotel account by providing written notice to support@protellier.com. Following notice, any final Revenue Share payout for your balance will be made through the regularly scheduled monthly payout runs described in Section 6.2, once each credit has completed its Revenue Share Settlement Period (generally within sixty (60) days of termination, and in any event no later than the second regularly scheduled monthly payout run after your final credit matures), subject to any holds described in Section 6.5. Confirmed Revenue Share already earned on qualifying transactions prior to the termination notice will be paid out; Revenue Share on transactions processed after the termination date will not be credited.

12.4 Effect of Termination on Revenue Share

Upon termination of your Hotel account, whether voluntary or for cause:

• No new guest reservation verifications will be accepted for your property after the termination date, and any currently active guest verification statuses at your property end immediately;
• Revenue Share on qualifying transactions that occurred and were confirmed prior to the termination date will be paid out in accordance with the payout schedule and any holds, unless your account was terminated for cause;
• If your account is terminated for cause, Protellier reserves the right to forfeit all unpaid Revenue Share balances;
• Guest Traveler accounts previously verified at your property will lose that verification status and may continue to use the Platform independently; and
• Your obligation to maintain the accuracy of your tax information and to cooperate with any IRS reporting obligations survives termination.

13. Dispute Resolution

This Hotel Agreement is subject to the Dispute Resolution provisions of the Terms of Service, including the mandatory informal resolution period, binding individual arbitration, class action waiver, small claims court carve-out, and injunctive relief carve-out, all of which are incorporated herein by reference.

For disputes specifically related to Revenue Share calculations or payout amounts, you must first submit a written dispute to support@protellier.com within thirty (30) days of the relevant payout date, specifying the transactions or calculations in dispute. Protellier will respond within ten (10) business days. This dispute process is a prerequisite to formal arbitration proceedings for Revenue Share claims.

14. Modifications to This Agreement

Protellier may update this Hotel Agreement from time to time. We will notify you of material changes by email to the address on file and through a notice in your Hotel portal at least fourteen (14) days before the changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the updated agreement. If you do not agree, you must provide written notice of termination before the effective date.

15. Contact Information

For questions about this Hotel Agreement, your partnership account, Revenue Share, or payouts, contact us at: