U-GO Hotel Partner Agreement

1. Parties and acceptance

This Hotel Partner Agreement ("Agreement") is entered into between UPPERSETUP Technology LTD, a company incorporated under the laws of the UAE, licensed under DIFC License No. CL7070, registered address: Unit No. 208, 209, Level 1, Gate Avenue – South Zone, DIFC, Dubai, UAE ("U-GO") and the hotel entity identified at registration ("Hotel"), effective as of the date the Hotel completes registration in the U-GO hotel admin panel and accepts this Agreement, or the date of a countersigned copy, whichever the parties designate.

1.1 Authority to bind. The individual accepting this Agreement on the Hotel's behalf represents that they have authority to bind the Hotel to its terms.

1.2 Relationship to other documents. This Agreement and the Hotel's currently selected subscription plan (as shown in the hotel admin panel) together form the entire agreement between U-GO and the Hotel regarding the Service. Where this Agreement conflicts with a hotel-facing product screen or marketing material, this Agreement controls.

2. What U-GO provides

2.1 The Service. U-GO operates a discovery/coordination platform connecting the Hotel's guests with each other for self-organized activities, plus tools for the Hotel to configure its activity catalog, issue QR-based guest access, run hotel-official events, send announcements, view engagement analytics, and moderate reports — subject to the verification-status gating in §4.

2.2 U-GO is not an event organizer, staffing agency, or safety guarantor. U-GO does not organize, staff, supervise, or guarantee the safety or outcome of any event — guest-created or Hotel-official — that is discovered or coordinated through the Service. The Hotel is solely responsible for any Hotel-official event it creates. This is true whether the event is discovered from inside the app or from its public listing on the Hotel's public page (§2.4).

2.3 No reservation-system integration, no booking verification. Guest access to the Hotel's community is granted by a physical QR scan (§4.1) or a paid radius subscription — not by any reservation, booking-system, or PMS integration.

2.4 Public hotel discovery page. In addition to the guest-facing directory/hotel-detail screens described elsewhere in this Agreement, U-GO operates a public discovery page for each Hotel, plus a public catalog index, both reachable by anyone with no U-GO account. This page may display:

• the Hotel's own authored description, photo gallery, amenity/vibe tags, and freeform outbound booking links the Hotel itself writes and controls;
• the Hotel's own hotel-official events, individually, with real title and time;
• a U-GO-computed "this week at [Hotel]" aggregate activity count and activity-type breakdown, and a Vibe/Activity Score, both derived from aggregate, non-individually-identified guest engagement data at the Hotel.

The Hotel controls, via settings in the hotel admin panel, whether this page is published at all and whether the Vibe/Activity Score specifically is shown once the rest of the page is published.

3. Onboarding, QR issuance, and activity catalog

3.1 The Hotel may register, configure QR codes (including an optional expiry date, editable in place without rotating the underlying code), and set up its activity catalog before completing verification.

3.2 QR codes remain static per Hotel; the Hotel is responsible for physically displaying its QR code on-property and for revoking/reissuing it if it believes the code has been shared beyond guests physically present at the property.

4. Verification and service tiers

4.1 Verification gate. The following capabilities are available to the Hotel only once its verification status is confirmed: creating Hotel-official events, sending hotel-wide announcements, viewing engagement analytics, and moderating guest reports. A Hotel that has registered but not yet completed verification may still configure QR codes and its activity catalog (§3) and run its trial period (§5). The public discovery page (§2.4) is not itself gated on verification status, though its public page will not show a verification badge until verification completes.

4.2 No promise of a specific verification timeline. U-GO will review verification submissions in the ordinary course but does not warrant a specific turnaround time.

4.3 Subscription plan. The Hotel's subscription plan determines usage limits distinct from the verification gate in §4.1 — including staff-seat count, concurrent Hotel-official events, monthly announcement quota, and public-page gallery capacity — as shown in the hotel admin panel. A Hotel with no active subscription, or whose subscription has lapsed (§6.4), is held to the most restrictive plan's limits.

5. The trial period

5.1 Free trial, no card required at signup. Upon registration, the Hotel receives a free trial period during which the Service (subject to §4's verification gating) is provided at no charge. U-GO does not collect, request, or store any payment card or billing information from the Hotel at registration or at any point during the trial — no payment method is charged, pre-authorized, or placed on file until the Hotel affirmatively completes the conversion flow described in §6.1. A trialing Hotel is not blocked from having a public-page presence during the trial.

5.2 What happens if the Hotel does nothing by the end of the trial. If the Hotel has not converted to a paid subscription (§6) by the end of the trial period, the Hotel's guest-facing access (its guests' ability to use the feed/events/chat) is locked, automatically and without any charge to the Hotel, until the Hotel converts. This is not a termination of this Agreement — the Hotel's account, configuration, and historical data are retained, and the Hotel may reactivate guest-facing access at any time by completing the conversion flow. The public discovery page (§2.4) is not automatically unpublished solely because the trial expires.

5.3 Trial extension. U-GO staff may, at U-GO's discretion and by written agreement with the Hotel, extend a running or already-expired trial's end date. This is a courtesy U-GO may offer, not a right the Hotel can demand under this Agreement.

6. Conversion, billing, and cancellation

6.1 Conversion. The Hotel may convert to a paid subscription at any time during or after the trial via U-GO's hosted payment flow. Payment card data is collected and stored by U-GO's payment processor; U-GO does not receive or store raw card data at any point.

6.2 Pricing. Subscription pricing is tiered by room count and shown in the hotel admin panel at the time of conversion. U-GO may update pricing from time to time as described in §6.6 (Notices); a pricing update does not require the Hotel to re-sign this Agreement, and the Hotel's continued subscription after a published pricing change constitutes acceptance of the updated price for future billing periods.

6.3 Billing cycle and renewal. Once converted, the subscription bills on a recurring basis and renews automatically each period unless cancelled per §6.4.

6.4 Cancellation. The Hotel may cancel its subscription at any time from the hotel admin billing screen. Cancellation takes effect at the end of the then-current paid billing period, not immediately — the Hotel retains guest-facing access and the verification-gated capabilities in §4.1 for the remainder of the period it has already paid for. No partial-period refund is issued for a mid-period cancellation.

6.5 Failed payment. If a renewal payment fails, the subscription is marked past-due and guest-facing access is locked on the same basis as an expired trial (§5.2) until payment succeeds or the Hotel cancels. U-GO does not automatically terminate this Agreement solely for a single failed payment; see §9.2 for non-payment as a termination trigger after a sustained lapse.

6.6 Manual pricing/plan changes and notice. U-GO staff may, by mutual written agreement with the Hotel, set a custom plan and price for the Hotel that differs from standard pricing; such a change applies only going forward and does not retroactively reprice a period already billed. U-GO will notify the Hotel of any pricing change via the hotel admin panel and/or the notice channel in §13 before it takes effect for the Hotel's next billing period.

7. Guest data the Hotel receives, and the Hotel's confidentiality obligations

7.1 What the Hotel is shown. As part of the moderation workflow, if a guest reports a chat message, event, or another guest tied to an event at the Hotel, the Hotel's staff may be shown the full chat transcript of that event — not only the flagged message — and, where applicable, the underlying detail of a disputed conduct-rating report. The Hotel acknowledges it is receiving real, sensitive personal data belonging to individual guests.

7.2 Hotel's confidentiality and use-limitation obligation. The Hotel agrees that its staff will:

• access guest chat transcripts, report details, and conduct-rating dispute materials only to the extent necessary to review and resolve the specific report or dispute presented to them;
• not use, copy, forward, screenshot, or disclose any such guest data outside that specific resolution purpose — including not using it for marketing, guest profiling, employment decisions about the guest, or sharing with any third party without the guest's separate consent or an independent legal basis;
• restrict access to the moderation queue to staff accounts that have a legitimate need to moderate;
• promptly notify U-GO (§13) if the Hotel becomes aware that guest data accessed through the Service has been misused, accessed without authorization, or disclosed in breach of this §7.2.

7.3 This is a hotel-side obligation, distinct from U-GO's own. §7.2 exists in addition to, and does not replace, U-GO's own data-handling obligations to guests under its Privacy Policy. A breach of §7.2 by the Hotel's staff is a breach of this Agreement by the Hotel, independent of any liability U-GO may separately have to the affected guest.

7.4 Hotel-initiated bans. The Hotel may suspend or ban a guest from the Hotel's own community for a violation of the Guest Conduct Guidelines or the Hotel's own on-property rules; such a ban is scoped to that Hotel only, does not affect the guest's U-GO account elsewhere, and does not itself constitute or authorize any further use of the guest's data beyond the scope in §7.2.

8. Intellectual property

8.1 U-GO's IP. U-GO retains all right, title, and interest in the U-GO name, logo, trademarks, and the underlying software/platform. Nothing in this Agreement transfers any U-GO IP to the Hotel beyond a limited right to use the Service as contemplated by this Agreement.

8.2 Hotel's IP; public-page license. The Hotel retains all right, title, and interest in its own name, logo, and the content it uploads or creates through the Service (activity catalog entries, event descriptions, announcements, verification documents, and the description, photo gallery, amenity tags, and outbound booking links it authors for its public discovery page, §2.4). By using the Service, the Hotel grants U-GO a non-exclusive, worldwide, royalty-free license to display and transmit that content as necessary to operate the Service for the Hotel's guests.

Specifically for content published to the public discovery page (§2.4), the Hotel additionally grants U-GO a non-exclusive, worldwide, royalty-free license to display that content publicly, to unauthenticated visitors, and to permit its indexing and caching by search engines and other web crawlers, for as long as the Hotel keeps that page published. The Hotel represents and warrants that it owns or has the necessary rights to any description, photo, or other content it uploads for public display, and that publishing it does not infringe any third party's intellectual-property or privacy rights — for example, a photo must not feature an identifiable person without that person's consent. U-GO may remove or decline to publish any Hotel-authored content it reasonably believes violates this warranty or applicable law, and, in the case of an active safety, legal, or reputational concern, may itself unpublish the page without waiting for the Hotel to act, notifying the Hotel that it has done so.

8.3 Neither party acquires any right to use the other's trademarks for promotional purposes beyond what is reasonably necessary to describe the partnership (e.g., "U-GO is available at [Hotel]"), without the other's prior written consent.

9. Term and termination

9.1 Term. This Agreement begins on acceptance (§1) and continues for the trial period (§5) and, if converted, for successive subscription periods (§6.3), until terminated as set out below.

9.2 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure within a reasonable cure period after notice. Without limiting the foregoing, U-GO may suspend or terminate the Hotel's access immediately, without a cure period, for: (a) a confirmed breach of the Hotel's confidentiality/data-handling obligations in §7.2; (b) non-payment persisting beyond the past-due state in §6.5; (c) the Hotel's use of the Service in a manner that exposes guests to a serious, ongoing safety risk; or (d) a confirmed breach of the Hotel's content warranty in §8.2 that the Hotel fails to remedy after notice.

9.3 Termination for convenience. Either party may terminate this Agreement for any reason on reasonable written notice to the other. Termination for convenience by the Hotel is not the same action as the in-product "cancel subscription" button (§6.4) — the latter ends billing at period end but does not by itself terminate this Agreement or deactivate the Hotel's account/configuration; a Hotel that wants to fully exit the platform should say so explicitly per this §9.3, or request account deactivation through U-GO staff.

9.4 Effect of termination. On termination, the Hotel's guest-facing access ends (if not already ended under §5.2/§6.4/§6.5), and its public discovery page (§2.4) is unpublished. Data handling on termination (retention/deletion of the Hotel's account, its guests' membership records, moderation history, verification documents, and public-page content) follows U-GO's data-retention practices as described to the Hotel on request.

9.5 Survival. Sections reasonably intended to survive termination (§7, §8, §10, §11, §12, §14) survive.

10. Data handling and confidentiality of U-GO's own systems

10.1 What U-GO holds about the Hotel and its guests. U-GO's system of record holds the Hotel's account data, staff accounts, QR/activity configuration, guest membership/verification records tied to the Hotel, moderation/report records, subscription/billing metadata, and the Hotel's public-page content and publish settings (§2.4). Hotel-verification supporting documents (e.g., trade license, business registration) are stored in a separate, access-restricted category from public-page photos, which are, by design, intended to be publicly visible once the Hotel publishes its page.

10.2 Sub-processors. U-GO uses third-party service providers to operate the Service, covering hosting, object storage, transactional email, and payment processing for the Hotel's own subscription. Details are available to the Hotel on request.

10.3 No raw payment card data held by U-GO. U-GO does not store the Hotel's card/payment-instrument data; U-GO's payment processor holds it as an independent processor under its own terms.

10.4 Confidentiality (mutual, business information). Each party agrees to protect the other's non-public business information (pricing terms negotiated under this Agreement, non-public product/roadmap information shared in the course of the relationship) with the same degree of care it uses for its own confidential information, and not to disclose it to third parties except as needed to perform this Agreement or as required by law.

10.5 Verification-document sensitivity. The Hotel acknowledges that documents it uploads for verification purposes (e.g., trade license, business registration) are treated by U-GO as a heightened-sensitivity category with restricted access.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. U-GO IS AN EARLY-STAGE PRODUCT; THE HOTEL ACKNOWLEDGES THAT FEATURES, UPTIME, AND SUPPORT LEVELS MAY CHANGE MATERIALLY, AND U-GO DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

12. Limitation of liability and indemnification

12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE HOTEL TO U-GO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR, DURING A FREE TRIAL, A NOMINAL AMOUNT, GIVEN NO FEES HAVE YET BEEN PAID).

12.2 Guest-conduct liability at events. Consistent with the guest-facing Terms of Service §7, U-GO's and the Hotel's liability for guest-to-guest conduct at any guest-organized event discovered or coordinated through the Service is limited as set out in this §12 and is not a joint-and-several undertaking by either party toward guests — each party's own obligations to guests are governed by the guest Terms of Service (for U-GO) and the Hotel's own on-property policies/local law (for the Hotel), not created anew by this Agreement.

12.3 Indemnification. Each party agrees to indemnify and hold the other harmless from third-party claims arising out of its own breach of this Agreement, its own violation of applicable law, or (for the Hotel) a breach of §7.2's confidentiality obligation or §8.2's content warranty, to the extent permitted by applicable law.

12.4 No warranty of guest volume, outcome, or engagement metrics. U-GO does not warrant any specific level of guest engagement or event volume — including as computed and publicly displayed as the Vibe/Activity Score on the Hotel's public page (§2.4); those metrics, wherever shown, are informational only.

12.5 Outbound booking links. The Hotel controls the label and destination URL of every outbound booking link on its public page (§2.4); U-GO does not vet, endorse, or guarantee the availability, accuracy, pricing, or reliability of any destination the Hotel links to, is not a party to any booking transaction that results from a visitor following such a link, and has no visibility into or responsibility for that destination's own data handling once a visitor leaves U-GO's page. The Hotel is responsible for ensuring any URL it provides is accurate, safe, and lawful to link to.

13. Notices and breach contact

Notices under this Agreement, and the Hotel's confidentiality-breach notifications under §7.2, should be sent to: UPPERSETUP Technology LTD, Unit No. 208, 209, Level 1, Gate Avenue – South Zone, DIFC, Dubai, UAE, or support@u-go.ae.

14. Governing law and dispute resolution

This Agreement is governed by the laws applicable in the Dubai International Financial Centre (DIFC), without regard to conflict-of-law principles. Any dispute shall be resolved in the DIFC Courts.

15. General

15.1 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger/acquisition/sale of substantially all assets.

15.2 Amendment. Except for pricing updates under §6.6, this Agreement may only be amended in writing signed (or affirmatively accepted in-product, per §1) by both parties.

15.3 Severability; no waiver. If any provision of this Agreement is found unenforceable, the remaining provisions continue in effect. A party's failure to enforce a provision is not a waiver of that provision.

15.4 Independent contractors. The Hotel and U-GO are independent businesses; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.