SERVICE LEVEL AGREEMENT

PLEASE READ THIS SERVICE LEVEL AGREEMENT CAREFULLY.

This Service Level Agreement (the "SLA") is entered into as of April 1, 2024 (the "Effective Date"), by and between:

WPF Holdings, LLC, d/b/a STAYKER a Wyoming corporation with its co at 10850 Providence Rd. #1007, Charlotte, NC 28277 ("Stayker")

and

Any individual or entity that subscribes to or uses our services ("Subscriber," "you," or "your"). By subscribing to our services online, accessing our services, and/or entering into a written Client Services Agreement with us, you acknowledge that you have read, understood, and agree to be bound by the terms of this SLA. If you do not agree to these terms, you should not use our services

1. DEFINITIONS

   1. "Software" means the travel booking technology provided by Stayker, including both back-end and front-end components of its application programming interface (“API”). This may include object code, software libraries, software tools, published specifications, documentation and other materials.

   2. "Services" means the provision of the Software and related support services by Stayker to its customers.

   3. “Portal” means the individual URL links to the Subscriber’s hosted Stayker booking portals.

   4. "Uptime" means the percentage of time the Software is available and fully operational.

   5. "Downtime" means any period during which the Software is not available or fully operational, excluding Scheduled Maintenance.

   6. "Scheduled Maintenance" means any maintenance performed by Stayker during a pre-notified timeframe.

1.6 “Intellectual Property Rights” means patents inventions, copyrights, trademarks, domain names, trade secrets, know-how, business development methodologies and any other intellectual property and/or proprietary rights.

 

1. PURPOSE AND LICENSE

2.1 This Agreement governs Subscriber’s rights to use the Software and Portals for the purpose of implementing and publishing Stayker Portals. Subscriber’s access to and use of the is governed by this Software License Agreement and this agreement, including any and all restrictions and policies implemented by Stayker.

2.2 Subject to this Agreement, including the restrictions set forth in Section 3, Stayker grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to: (a) publish booking portal(s) solely for use by Subscribers in connection with the Services

2.3 Subscribers may not, in any manner, display any form of advertising within or connected to any Stayker portal publication, without the express written consent of Stayker

2.4 Subscriber shall not repackage, resell or otherwise distribute through applications or otherwise any part of the systems and services provided by Stayker without the express written consent of Stayker.

3. INTELLECTUAL PROPERTY

1. Ownership: All software, including but not limited to source code, object code, algorithms, user interface designs, architecture, documentation, and any related intellectual property ("Software") provided by Stayker is the exclusive property of Stayker and its licensors. All rights, title, and interest in and to the Software, including all associated intellectual property rights, are and will remain with Stayker and its licensors.

2. Restrictions: Subscribers shall not, and shall not permit any third party to:
   a) Copy, modify, adapt, alter, translate, or create derivative works of the Software;
   b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software;
   c) Distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party;
   d) Remove, alter, or obscure any proprietary notices on the Software;
   e) Use the Software for any purpose beyond the scope of the access granted in this Agreement.

3. Confidentiality: Subscribers acknowledge that the Software contains valuable trade secrets and confidential information of Stayker. Subscribers agree to maintain the confidentiality of the Software using at least as great a degree of care as Subscribers use to maintain the confidentiality of their own confidential information.

4. Security Measures: Subscribers agree to implement reasonable security measures to prevent unauthorized access to or use of the Software.

5. Notification of Infringement: Subscribers agree to promptly notify Stayker of any actual or suspected infringement, misappropriation, or other violation of Stayker's intellectual property rights that come to Subscribers' attention.

6. No Implied Rights: Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Stayker's intellectual property, except as expressly provided in this Agreement.

7. Survival: The obligations set forth in this clause shall survive the termination or expiration of this Agreement.

Violation of any provision of this clause may result in immediate termination of the Subscriber's access to the Software.

4. BRAND PROTECTION

1. Ownership of Marks: All trademarks, service marks, logos, brand names, images, and other proprietary designations ("Marks") displayed on the Stayker platform are the property of their respective owners. Stayker's Marks are the exclusive property of Stayker. The Marks of hotels, partners, and other third parties are the property of their respective owners.

2. No License Granted: Stayker does not grant Subscribers any license or right to use, reproduce, copy, modify, or display any Marks shown on the Stayker platform. All rights to these Marks are expressly reserved by Stayker and their respective owners.

 

5. SERVICE AVAILABILITY

5.1. Stayker guarantees a minimum Uptime of 99% measured monthly.

5.2. Uptime calculation: (Total Minutes in a Month - Downtime Minutes) / Total Minutes in a Month.

5.3. Scheduled Maintenance will not exceed 4 hours per month and will be performed during off-peak hours (typically between 1:00 AM and 5:00 AM EST).

5.4. Stayker will provide at least 48 hours advance notice for any Scheduled Maintenance.

6. PERFORMANCE METRICS

3.1. Response Time: The Software shall maintain an average page load time of less than five (5) seconds for 95% of requests. Load times are impacted by many factors, including the number of hotels being called by the API for search purposes. Adjustments to parsed data may be required to deliver optimum load times.

3.2. Data Accuracy: Stayker maintains strict service level agreements with our third-party data providers to ensure the highest level of data accuracy. We will advocate on behalf of our Subscribers in the event of persistent data quality issues

3.3. Booking Confirmation: 98% of all successful bookings will have an immediate confirmation shown as a ‘pop-up’ on their screen and will have an email confirmation transmitted within 5 minutes (subject to email provider processing and deliverability).

7. SUPPORT AND ISSUE RESOLUTION

7.1. Stayker will provide 24/7 support for critical issues via our comprehensive back-end monitoring and management.

7.2. Issue Severity Levels and Response Times:

a) Critical (Service Unavailable): Initial response within 15 minutes, resolution within 4 hours

b) High (Major Functionality Impaired): Initial response within 1 hour, resolution within 8 hours

c) Medium (Minor Functionality Impaired): Initial response within 4 hours, resolution within 24 hours

d) Low (Non-critical Issues): Initial response within 24 hours, resolution within 5 business days

7.3. Stayker will provide a dedicated support email and phone number for enterprise level customers.

8. DATA MANAGEMENT AND SECURITY

8.1. Stayker will perform daily backups of all data.

8.2. Stayker will maintain industry-standard encryption for data in transit and at rest.

8.3. Stayker retains ownership of all data related to Subscribers use of the platform, and its end-user customer data.

9. REPORTING AND MONITORING

9.1. Stayker will provide Enterprise level Subscribers with access to a real-time dashboard showing current system status and performance metrics.

9.2. Monthly performance reports for Enterprise Subscribers will be provided within 5 business days after the end of each month, including:
a) Uptime percentage
b) Average response times
c) Number of bookings processed
d) Support ticket volumes and resolution times (if applicable)

10. DISASTER RECOVERY AND BUSINESS CONTINUITY

10.1 Multi-Cloud Strategy:
Stayker implements a multi-cloud strategy to mitigate risks associated with single-provider failures. Our services are designed to operate across multiple cloud platforms, ensuring continuity in case of a provider outage.

10.2 Data Replication:
All critical data is replicated across multiple geographic regions and cloud providers in real-time. This ensures that in the event of a failure with one provider, data remains accessible through alternate channels.

10.3 Regular Backups:
Stayker performs daily backups of all critical data, storing these backups independently from our primary cloud providers. These backups are tested regularly to ensure their integrity and usability.

10.4 Failover Systems:
Our architecture includes automated failover systems that can quickly switch operations to backup systems or alternate providers in case of a primary system failure.

10.5 Service Level Agreements with Providers:
Stayker maintains strict SLAs with our third-party providers that include guaranteed uptime, data recovery protocols, and compensation for outages. We actively monitor our providers' performance against these SLAs.

10.6 Transparency and Communication:
In the event of a third-party provider failure affecting our services, Stayker commits to transparent and timely communication with our Subscribers, including regular status updates and estimated resolution times.

10.7 Alternative Data Sources:
For critical travel data, we maintain relationships with multiple data providers. In the event of a failure with one provider, we can quickly switch to alternate sources to maintain service continuity.

10.8 Subscriber Data Portability:
Stayker ensures that Subscriber data is stored in standard, portable formats. In the unlikely event of a catastrophic failure, Subscribers can quickly transfer their data to alternate systems or providers.

11. DISCLAIMERS AND WARRANTIES:

 ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND STAYKER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT STAYKER DOES NOT WARRANT THAT THE SERVICE OR API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM STAYKER OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

12. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES

13. CHANGES TO SLA AND OTHER TERMS

13.1. This SLA may be amended, and users notified of any such changes.

13.2. Stayker reserves the right to make changes to the Services that do not materially decrease the overall service levels described herein.

13.3 Stayker’s end user Privacy Policy and Terms of Service are agreed to and included by reference.

14. GOVERNING LAW

This Agreement shall be governed by the laws of the State of North Carolina, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Mecklenburg County, North Carolina. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End Users.

15. PRECEDENCE OF AGREEMENTS

15.1. In the event of any conflict or inconsistency between the terms of this Service Level Agreement (SLA) and the terms of the Client Service Agreement between Stayker, Inc. and the terms of the Client Service Agreement shall prevail and take precedence over this SLA.

15.2. This SLA is intended to supplement and not replace the Subscriber Service Agreement. Where this SLA is silent on a particular matter, the terms of the Subscriber Service Agreement shall govern.

15.3. Both parties acknowledge that they have read and understood both this SLA and the Client Service Agreement (if applicable), and agree to be bound by their respective terms, subject to the precedence established in this clause.

Questions regarding this SLA should be directed to: service@stayker.com

Correspondence address:

WPF Holdings, LLC d/b/a Stayker

10840 Providence Rd. #1007

Charlotte, NC 28277