End User License Agreement & Terms of Service

Scurto Marketing LLC

Oliver CMS & Direct Booking Platform

This End User License Agreement and Terms of Service ("Agreement") is entered into between Scurto Marketing LLC ("Scurto," "we," "our," or "us") and the individual or entity ("Customer," "you," or "your") accessing or using the Oliver CMS, Direct Booking Platform, related software, websites, APIs, applications, and services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to be bound by this Agreement.

1. Definitions

For purposes of this Agreement:

• Platform means the Oliver CMS, Direct Booking Platform, websites, APIs, software, mobile applications, integrations, documentation, and related services provided by Scurto.

• Customer Data means all information uploaded, entered, stored, transmitted, or generated by Customer through the Platform.

• Authorized User means an employee, contractor, or representative authorized by Customer to access the Platform.

• Subscription means Customer's paid access to the Platform.

• Services means all software, hosting, support, updates, APIs, and related services provided by Scurto.

2. License Grant

During an active Subscription, Scurto grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Customer's internal business operations.

This license does not transfer ownership of any software or intellectual property.

3. Ownership

Scurto retains all ownership rights, title, and interest in:

• Oliver CMS

• Direct Booking Platform

• Source code

• APIs

• Databases

• User interface designs

• Templates

• AI functionality

• Algorithms

• Documentation

• Logos

• Trademarks

• Enhancements

• Updates

• New features

• Bug fixes

• Derivative works

Customer retains ownership of:

• Website content

• Property information

• Images

• Logos

• Guest information

• Reservation information

• Marketing content

• Customer-created documents

• Customer Data

Nothing in this Agreement transfers ownership of either party's intellectual property.

4. Subscription

Access to the Platform requires an active Subscription.

Subscriptions may be billed monthly or annually.

Unless otherwise stated in a signed agreement:

• Subscription fees are payable in advance.

• Fees are non-refundable except where required by law.

• Failure to pay may result in suspension or termination of service.

• Pricing may change upon renewal with reasonable advance notice.

5. Authorized Users

Customer is responsible for all activity occurring under its accounts.

Customer agrees to:

• Maintain secure passwords.

• Promptly notify Scurto of unauthorized access.

• Ensure Authorized Users comply with this Agreement.

• Limit access to authorized personnel only.

Customer is responsible for all actions taken through its accounts.

6. Acceptable Use

Customer shall not:

• Copy the Platform.

• Sell or resell the Platform.

• Rent or lease the Platform.

• Sublicense the Platform.

• Reverse engineer, decompile, or disassemble any portion of the Platform except where prohibited by law.

• Attempt to obtain source code.

• Circumvent security features.

• Interfere with the operation of the Platform.

• Introduce malware or malicious code.

• Use the Platform for unlawful purposes.

• Remove copyright or proprietary notices.

• Use automated tools to scrape or harvest data except through documented APIs and authorized integrations.

• Use the Platform to develop or market a competing product using Scurto's proprietary technology.

7. Customer Data

Customer retains ownership of all Customer Data.

Customer grants Scurto a limited license to host, process, transmit, back up, and otherwise use Customer Data solely as necessary to provide and improve the Services.

Scurto may collect aggregated and anonymized usage information that cannot reasonably identify Customer or individual guests. Such information may be used to improve the Platform, develop new features, measure performance, and produce industry benchmarking.

Customer represents that it has all rights and permissions necessary to upload and process Customer Data through the Platform.

8. Data Retention

Upon termination:

• Customer may request an export of Customer Data within the applicable post-termination retention period.

• Unless otherwise agreed, Scurto may permanently delete Customer Data after the retention period has expired.

• Archived backups may persist for a reasonable period before being overwritten in accordance with Scurto's backup practices.

9. Third-Party Services

The Platform may integrate with third-party services including payment processors, property management systems, email providers, mapping services, AI providers, analytics services, communication platforms, and other external systems.

Scurto does not control third-party services and is not responsible for:

• Service interruptions

• API changes

• Pricing changes

• Feature removals

• Security incidents originating from third parties

• Third-party terms or policies

Customer remains responsible for complying with the terms governing any third-party services it chooses to connect.

10. AI Features

The Platform may include artificial intelligence features.

Customer acknowledges:

• AI-generated content may contain inaccuracies.

• AI responses should be reviewed before publication or reliance.

• Customer remains solely responsible for all published content.

• AI functionality may utilize third-party AI providers.

Scurto makes no warranty regarding the accuracy or suitability of AI-generated output.

11. Vacation Rental Responsibilities

Customer is solely responsible for:

• Property listings

• Rental rates

• Availability

• Taxes

• Fees

• Rental agreements

• Regulatory compliance

• Guest communications

• Reservation policies

• Local licensing requirements

• Compliance with applicable lodging, consumer protection, accessibility, privacy, and marketing laws

Scurto provides technology to facilitate these functions but does not assume responsibility for Customer's legal or operational obligations.

12. Marketing Disclaimer

The Platform may include search engine optimization, marketing, analytics, automation, AI, advertising, and related features.

Scurto does not guarantee:

• Search engine rankings

• Advertising performance

• Booking volume

• Occupancy

• Revenue

• Website traffic

• Lead generation

• Conversion rates

Actual results depend on numerous factors beyond Scurto's control.

13. Availability

Scurto will use commercially reasonable efforts to maintain Platform availability.

Customer acknowledges that interruptions may occur due to:

• Scheduled maintenance

• Emergency maintenance

• Internet outages

• Cloud provider issues

• Third-party services

• Security incidents

• Force majeure events

Scurto does not guarantee uninterrupted or error-free operation.

14. Security

Scurto implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

However, no system connected to the Internet can be guaranteed to be completely secure.

Customer is responsible for maintaining the confidentiality of its login credentials and for promptly reporting suspected unauthorized access.

15. Support and Updates

During an active Subscription, Customer is entitled to the level of support included with its subscription plan.

Scurto may release updates, bug fixes, enhancements, security improvements, and new features at its discretion.

Certain features may require upgraded subscription levels or additional fees.

16. Confidentiality

Each party agrees to protect the confidential information of the other using reasonable care.

Confidential Information includes non-public business information, technical information, pricing, documentation, software architecture, security procedures, and customer information.

These obligations survive termination of this Agreement.

17. Warranties

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis except as expressly stated in this Agreement.

To the maximum extent permitted by law, Scurto disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability.

18. Limitation of Liability

To the fullest extent permitted by law, Scurto's total aggregate liability arising out of or relating to this Agreement shall not exceed the total subscription fees actually paid by Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall Scurto be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost bookings, lost revenue, lost data, or business interruption.

19. Indemnification

Customer agrees to defend, indemnify, and hold harmless Scurto, its owners, employees, contractors, affiliates, and licensors from claims arising out of:

• Customer's misuse of the Platform

• Customer Data

• Intellectual property infringement by Customer

• Violations of law

• Guest disputes

• Property-related claims

• Breach of this Agreement

20. Suspension and Termination

Scurto may suspend or terminate access for:

• Non-payment

• Security concerns

• Illegal activity

• Material breach of this Agreement

• Abuse of the Platform

• Conduct that threatens the integrity or availability of the Services

Upon termination:

• All licenses immediately terminate.

• Customer must cease using the Platform.

• Customer may request available exports of Customer Data during the applicable retention period.

• Outstanding fees remain due and payable.

21. Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law principles.

Any legal action arising from this Agreement shall be brought in the state or federal courts located in Florida, and the parties consent to the jurisdiction of those courts.

22. Changes to this Agreement

Scurto may modify this Agreement from time to time.

Material changes will become effective after reasonable notice has been provided through the Platform, email, or other appropriate means.

Continued use of the Platform after the effective date constitutes acceptance of the revised Agreement.

23. Entire Agreement

This Agreement constitutes the complete agreement between Customer and Scurto regarding the Platform and supersedes all prior or contemporaneous understandings relating to its subject matter.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

24. Contact Information

Scurto Marketing LLC

For legal notices, questions regarding this Agreement, or requests concerning Customer Data, please contact Scurto using the contact information published on the company's website or through your designated account representative.