These Terms and Conditions ("Agreement") are entered into by and between Plentiful Stays, Inc. ("Plentiful Stays," "we," "us," or "our") and you ("VRM," "you," or "your"), the Vacation Rental Manager enrolling in Plentiful Stays' services.

Plentiful Stays provides a B2B software platform for forecasting consumable needs, automating order placement with third-party suppliers, coordinating drop-shipping, and offering data-driven reporting and analytics (collectively, the "Services").

By clicking "I Agree", or otherwise using the Services, you agree to be bound by this Agreement. If you do not accept this Agreement in full, you are not authorized to use our Services.

Plentiful Stays operates under the laws of the State of Arkansas. You represent that you have full legal authority to enter into this Agreement on behalf of yourself and/or your organization, and that no other agreements conflict with your obligations hereunder.

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Unless otherwise stated in an order form, this Agreement begins upon the Effective Date (the date you activate or sign up for our Services) and continues for an initial period of 30 days ("Initial Term").

Following the Initial Term, this Agreement will automatically renew for successive monthly periods (each, a "Renewal Term") unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

After the Initial Term, you may terminate this Agreement by giving 30 days' written notice to Plentiful Stays. If you terminate, you remain responsible for any outstanding fees for Services rendered, products shipped, or orders in process prior to the termination's effective date.

If you fail to make any payment when due and such non-payment remains uncured for 10 days after notice from Plentiful Stays, we may immediately terminate this Agreement and suspend all Services.

Upon termination, all rights granted under this Agreement end. Plentiful Stays will complete or cancel any pending orders, and all sums owed to Plentiful Stays will become immediately due and payable. You agree to promptly remove any references to Plentiful Stays' proprietary materials or platforms, and return or destroy Confidential Information as requested.

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Plentiful Stays acts as a broker by collecting your payment for consumables and withholding a negotiated commission before remitting the remainder to suppliers. The specific commission rate, payment schedule, and any subscription fees (if applicable) are outlined in your separate order form or subscription plan.

Unless otherwise stated, payments are charged before the corresponding orders are placed with the supplier, and must be made via electronic check (ACH) or another primary form of electronic payment agreed to by Plentiful Stays, or with a credit card subject to a 2% or other stated surcharge for processing.

You authorize Plentiful Stays to automatically charge any fees, commissions, or pass-through costs on a recurring basis. This authorization remains valid until this Agreement is terminated and all obligations are settled.

You are responsible for providing valid resale certificates (if applicable) and for collecting, reporting, and remitting any relevant sales or use taxes. Plentiful Stays will not be liable for tax-related matters linked to items purchased for resale or for usage within your rental properties.

Plentiful Stays may periodically adjust prices, commissions, or fees. We will provide you with 30 days notice of any price increase. Continued use of the Services after the price change effective date constitutes acceptance of the new rates.

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Plentiful Stays uses your occupancy data, property configuration details, VRM performed audits, and other relevant information to forecast consumable needs. Plentiful Stays then automatically places orders with suppliers who drop-ship items to your specified locations.

While Plentiful Stays coordinates and pays suppliers on your behalf, Plentiful Stays does not assume liability for supplier performance, shipping delays, or product defects beyond what is expressly stated in Section 10 (Limitation of Liability).

You must:

• • Ensure accurate, up-to-date occupancy and property data is provided to Plentiful Stays.
• • Perform requested audits or accept auto-increasing safties.
• • Timely communicate any changes to your property portfolio or booking forecasts.
• • Promptly notify Plentiful Stays of any suspected misuse of login credentials or other security breaches.

You agree to provide valid credentials or API keys for any external booking or property management platform (e.g., Escapia) that you wish to connect to Plentiful Stays. You represent that you have all necessary rights to grant Plentiful Stays access to this data.

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Each party ("Receiving Party") may receive confidential or proprietary information from the other party ("Disclosing Party"). "Confidential Information" includes any non-public, proprietary, or personal data disclosed. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to third parties or use it for any purpose other than fulfilling its obligations under this Agreement, except as required by law or with the Disclosing Party's express written consent.

Confidential Information does not include information that:

• (a) is or becomes publicly available without breach of this Agreement;
• (b) was lawfully known by the Receiving Party before receiving it;
• (c) is disclosed to the Receiving Party by a third party not under a confidentiality obligation; or
• (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Plentiful Stays may aggregate or de-identify user data (e.g., occupancy trends, usage metrics) for analytics, benchmarking, and improvement of the Services. No personally identifiable information will be shared in such aggregated data.

If you provide Plentiful Stays with feedback, suggestions, or ideas regarding the Services ("Feedback"), Plentiful Stays may use, disclose, and exploit such Feedback without any restriction or obligation to you.

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All rights, title, and interest in and to Plentiful Stays' platform, software, trademarks, logos, and other proprietary materials (the "Plentiful Stays IP") remain the exclusive property of Plentiful Stays or its licensors. This Agreement does not grant you any license to the Plentiful Stays IP except as necessary for you to use the Services during the Term.

You own all data, information, or materials you provide ("Client Content"). By submitting Client Content, you grant Plentiful Stays a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute Client Content solely for the purpose of providing and improving the Services.

You agree that Plentiful Stays may list your business name and/or logo in its marketing materials and websites to identify you as a user of the Services, unless you notify us in writing to remove it.

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You agree to defend, indemnify, and hold harmless Plentiful Stays and its affiliates, directors, officers, employees, and agents from and against any third-party claims, demands, damages, liabilities, or expenses (including reasonable legal fees) arising out of or related to:

• (a) your breach of this Agreement,
• (b) your misuse of the Services,
• (c) your violation of any law or regulation, or
• (d) any dispute between you and a supplier or other third party related to your orders.

"Indemnified Representatives" includes all past, present, and future directors, officers, employees, contractors, agents, and affiliates of Plentiful Stays.

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Except as expressly provided, Plentiful Stays provides the Services "AS IS" and disclaims any warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising out of course of dealing or usage of trade.

Although Plentiful Stays uses data and predictive modeling to forecast consumable needs, we do not guarantee the accuracy of any forecast. You acknowledge that actual usage may vary due to factors beyond Plentiful Stays' control.

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In no event will Plentiful Stays be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, business interruption, or data loss), even if we have been advised of the possibility of such damages.

Plentiful Stays' total cumulative liability under this Agreement—whether in contract, tort, or otherwise—shall not exceed the amount of fees (including commissions) you have paid to Plentiful Stays in the twelve (12) months preceding the event giving rise to the claim.

The fees and commissions charged by Plentiful Stays reflect the allocation of risk, and this limitation of liability is an essential element of the bargain between the parties.

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Nothing in this Agreement creates any agency, partnership, joint venture, franchise, or employment relationship between you and Plentiful Stays. We act as independent contractors with respect to each other, except to the extent we collect funds and pay suppliers as outlined in Section 3.

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You may not assign or transfer this Agreement without Plentiful Stays' prior written consent. Any attempted assignment in violation of this provision shall be null and void. Plentiful Stays may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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

Any dispute arising out of or related to this Agreement shall be resolved by arbitration or the state/federal courts in Arkansas. The parties irrevocably submit to the exclusive jurisdiction of such courts, and you agree not to challenge venue in such courts.

No failure or delay by either party in exercising any right or remedy will operate as a waiver of such right or remedy.

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This Agreement, together with any order form, addendum, or other written document that references it, constitutes the entire understanding between you and Plentiful Stays with respect to the Services, superseding all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

Plentiful Stays may update or revise this Agreement from time to time. You will be notified of any material changes (e.g., via email or prominent notice in the platform) at least 30 days before they become effective. Continued use of the Services after the change effective date constitutes acceptance of the revised Agreement.

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If any provision of this Agreement is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.

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Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including acts of God, war, terrorism, civil disturbances, embargoes, strikes, natural disasters, or service disruptions involving third-party utilities or suppliers.