KNOWLEDGE EXPERT AGREEMENT

Version 2024-12

This Agreement is made and entered into as of `contract_effective_date`, by and between:

InHotel Sàrl, a company registered in Geneva, Switzerland, with registration number CHE-422.551.960, having its principal office at Chemin de Bonvent 32, 1218 Le Grand-Saconnex ("InHotel"), and

`contract_registered_company_name`, a company with its registered office at `contract_registered_company_address` (“Knowledge Expert").

WHEREAS, InHotel Sàrl provides a software platform for the hospitality industry and seeks to enhance the quality of its knowledge base with high-quality professional content and expert guidance; and

WHEREAS, the Knowledge Expert desires to collaborate with InHotel to increase visibility, strengthen their thought leadership reputation, and generate royalty revenue through contributions to the platform's knowledge base;

NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants contained herein, the parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them:

"AI Assistant": The AI-powered platform developed and provided by InHotel for use in the hospitality industry, enabling advanced support and knowledge sharing.

"Content": Any and all materials contributed by the Knowledge Expert, including but not limited to documentation, FAQs, case studies, articles, presentations, audio files, video files, and transcriptions.

"Content Bucket" refers to a specific categorization of Content based on a combination of the AI Assistant's role and the Content tier (Discover, Standard, Premium, Ultimate) in which it resides. Each combination creates a distinct revenue pool for royalty calculations.

"Free Content": Content designated by InHotel as accessible to all platform users without paid subscription requirements.

"Good Faith" means acting honestly and with sincere intentions, without intent to deceive or gain an unfair advantage.

“Gross Negligence” shall mean a severe deviation from the standard of care that a reasonable person would exercise under similar circumstances, demonstrating a reckless disregard for the consequences of their actions.

"Material Breach" shall mean a breach of this Agreement that substantially deprives the non-breaching party of the benefit of the bargain.

"Platform" shall mean the InHotel AI Assistant, including all related software, websites, applications, databases, user interfaces, documentation, APIs, and associated services provided by InHotel and its integrated partners, which together constitute the system for delivering the services described in this Agreement.

"Premium Content": Content classified by InHotel as Standard, Premium, or Ultimate, accessible to platform users based on their respective subscription tiers.

"Source Attributions" shall mean the number of times Content is explicitly attributed to a user on the Platform as a source of information, regardless of whether the user interacts with the Content.

2. Term and Territory

This Agreement shall be effective as of the date first written above and shall continue for a term of one (1) year. Thereafter, it shall automatically renew for successive one-year terms unless either party provides written notice of termination at least sixty (60) days prior to the end of the then-current term.

The territory covered by this Agreement is global.

3. Knowledge Content Contribution

3.1 Representations and Warranties

The Knowledge Expert represents and warrants that any materials, documents, or other content uploaded to the InHotel platform under their account:

• Ownership or Authorization: Have been authored solely by the Knowledge Expert or that the Knowledge Expert holds all necessary rights, licenses, and permissions required for their distribution, use, and publication.
• Non-Infringement: Do not infringe upon any intellectual property rights, including but not limited to copyrights, trademarks, or proprietary rights of any third party.
• Harmful or Illegal Content: Do not contain any content that is harmful, offensive, illegal, defamatory, or otherwise violates any laws, regulations, or InHotel’s acceptable use policies.
• Prohibition of Personally Identifiable Information (PII) and Other Sensitive Details: Do not include PII or other sensitive information, such as names, addresses, phone numbers, email addresses, payment card details, social security numbers, personal preferences, or other data protected under privacy laws.
• Prohibition of Advertising Content: Do not include advertising material or promotional statements for specific products, services, or brands. Knowledge Experts may reference products or systems relevant to the knowledge content (e.g., describing how to perform specific actions using a branded system), but the Content must not be designed to market or promote specific products or services.

3.2 Contribution and Classification

InHotel enables Knowledge Experts to classify their uploaded content into the following tiers:

The Discover (Free) tier allows Knowledge Experts to showcase their thought leadership to the widest audience on the InHotel platform. Content in this tier is accessible to all platform customers, regardless of their subscription plan, enabling Knowledge Experts to establish their expertise, gain visibility, and expand their professional influence across the hospitality industry.

Participation in the Discover tier is entirely discretionary. Knowledge Experts retain full ownership of their content while granting InHotel a perpetual, royalty-free, non-exclusive license to use, distribute, and display the content on the platform. This license ensures that content remains available to inspire and educate a broad audience, positioning Knowledge Experts as leaders in their fields.

Premium content is accessible to platform customers based on their subscription tier (Standard, Premium, or Ultimate). Knowledge Experts retain full ownership of their Premium content and grant InHotel a non-exclusive license to use, distribute, and display the content for the duration of this Agreement.

Knowledge Experts retain full control over the classification of their contributions, ensuring their content aligns with their intended audience and level of exclusivity.

License Terms for All Content: For all tiers, the Knowledge Expert grants InHotel a non-exclusive, royalty-free, worldwide license to use the content for purposes directly related to the operation and promotion of the platform and its services. This license remains valid for the duration of the Agreement and for a period of 3 months following its termination, solely for archival or transitional purposes.

The license does not grant InHotel the right to sell or sublicense the content to third parties unless explicitly agreed upon in writing.

3.3 Quality Standards

The Knowledge Expert agrees to provide Content that meets the following minimum quality standards:

• Accuracy: Content must be factually accurate and based on reliable sources.
• Clarity: Content must be clearly written and easy to understand for the intended audience.
• Relevance: Content must be relevant to the topics covered by the Platform and useful to its users.
• Up-to-Dateness: Content must be current and reflect the latest best practices and information available.

If Content does not meet these standards, InHotel may request revisions. If such revisions are not adequately addressed within 30 days of notification, InHotel may, in good faith and at its sole discretion, remove or disable access to the Content or take other appropriate action.

3.4 Attribution

All content uploaded by the Knowledge Expert will be attributed to them, enhancing their visibility and influence in the hospitality industry.

3.5 Feedback

Human feedback provided by the Knowledge Expert on AI-generated responses, such as evaluations (e.g., thumbs up/down), shall be owned by InHotel. This feedback may be used to enhance platform functionality, improve AI performance, and refine response quality.

The Knowledge Expert is granted a non-exclusive, royalty-free license to use their own feedback during the term of this Agreement.

4. Knowledge Content Compliance

4.1 Indemnification

The Knowledge Expert agrees to indemnify, defend, and hold harmless InHotel, its affiliates, officers, employees, and agents from and against reasonable third-party claims, liabilities, damages, losses, or expenses (including reasonable legal fees) directly arising out of or in connection with:

Failure to Exercise Reasonable Efforts: The Knowledge Expert’s failure to exercise reasonable efforts to secure the necessary rights, licenses, or permissions for third-party content included in materials uploaded to the platform.

Intellectual Property Infringement: Claims of copyright, trademark, or other intellectual property infringement resulting solely from the Knowledge Expert’s uploaded content, provided that:

• InHotel notifies the Knowledge Expert of the claim; and
• The Knowledge Expert provides documented evidence of Reasonable Efforts to cure the infringement within 15 calendar days of receiving notice from InHotel.
• In the absence of such documented evidence, InHotel reserves the right to take corrective actions, including the immediate removal of disputed content at its sole discretion and at the Knowledge Expert’s expense. Prior consultation with the Knowledge Expert will be sought if feasible, but such consultation will not delay removal.

Material Breach of Representations and Warranties: A material breach of the Knowledge Expert’s express representations and warranties as stated in this Agreement.

PII or Sensitive Data Violations: The uploading or sharing of personally identifiable information (PII) or other sensitive data in violation of this Agreement, applicable privacy laws, or InHotel’s platform policies, provided that such liability shall apply only if the Knowledge Expert has failed to exercise Reasonable Efforts to prevent such violations.

4.2 Reasonable Efforts Standard

For the purposes of this Agreement, "reasonable efforts" to secure the necessary rights, licenses, or permissions for third-party content shall mean that the Knowledge Expert has undertaken the following steps, as applicable:

• For Textual Content: Conducted a reasonable search for existing copyrights, including searches of Copyright Office records and online searches using relevant keywords.
• For Images, Videos, and Audio: Conducted a reasonable search for existing copyrights, including searches of stock media websites, image search engines with usage rights filters, and other relevant databases.
• For All Content: Obtained written permission from the copyright holder or a duly authorized representative.
• Used content clearly marked as being in the public domain or licensed under a Creative Commons license (or similar license) with appropriate attribution and adherence to the license terms.
• Clearly attributed any third-party content used under a recognized exception to copyright, such as fair use/fair dealing, and maintained records of the justification for such use.
• Implemented and maintained a documented internal review process for content submissions by faculty and students, which includes a review for potential copyright infringement.

The Knowledge Expert shall be deemed to have exercised reasonable efforts if they acted in good faith and based on a reasonable interpretation of applicable copyright law and the guidelines set forth in this Agreement.

4.3 Liability Cap

Notwithstanding anything to the contrary in this Agreement, the Knowledge Expert’s liability under Section 4.1 (Intellectual Property Infringement) shall be as follows:

• If the Knowledge Expert provides documented evidence of having undertaken Reasonable Efforts as defined in Section 4.2, the Knowledge Expert’s liability for Losses arising from any single claim of intellectual property infringement shall be capped at EUR 100,000. For multiple related claims arising from the same infringing Content or a series of similar infringing Content, the Knowledge Expert’s aggregate liability shall be capped at EUR 200,000.
• If the Knowledge Expert fails to provide documented evidence of having undertaken Reasonable Efforts as defined in Section 4.2, there shall be no cap on the Knowledge Expert’s liability for Losses arising from intellectual property infringement. In such cases, the Knowledge Expert shall be liable for all actual damages proven by a third party through legal proceedings or a mutually agreed resolution process.
• Notwithstanding subsections (a) and (b) above, there shall be no cap on the Knowledge Expert’s liability for Losses arising from gross negligence or willful misconduct in relation to intellectual property infringement.

4.4 Cooperation with Investigations and Takedown Requests

Investigation Cooperation: The Knowledge Expert agrees to fully cooperate with any investigations conducted by InHotel or authorized third parties into alleged copyright, intellectual property infringements, or other violations of this Agreement. This cooperation includes providing relevant information, documentation, or other materials as reasonably requested by InHotel.

Takedown Requests: The Knowledge Expert agrees to comply with takedown requests for any content found to be in violation of applicable laws, regulations, or InHotel’s policies, within 5 business days.

4.5 Repeat Infringer Policy

Knowledge Experts who repeatedly upload infringing or prohibited content will face account suspension or termination by InHotel, acting in good faith, provided that InHotel provides written notice to the Knowledge Expert specifying the alleged violations and provides the Knowledge Expert with a reasonable opportunity, not less than 15 calendar days, to provide a written response before taking any action. Repeat infringements are defined as more than two verified instances of copyright violations, privacy law breaches, or other policy violations within a 12-month period.

4.6 Removal

InHotel reserves the right, at its sole discretion, to remove or disable access to any materials uploaded by the Knowledge Expert that it deems, in good faith, to be in violation of this Agreement, any applicable laws, or InHotel’s acceptable use policies.

Upon termination of this Agreement, all Premium Content owned by the Knowledge Expert must be removed from the platform, while Free Content may remain accessible in perpetuity.

In the event that InHotel discontinues the Platform entirely, InHotel will make reasonable efforts to provide Knowledge Experts with a copy of their Free Content.

5. Knowledge Content Processing by Third Parties

The Knowledge Expert grants InHotel the right to process uploaded content through third-party technologies and service providers integrated with the platform. This includes, but is not limited to:

• Large Language Models (LLMs): Portions of the content may be included in prompts sent to LLMs for powering platform functionality, generating derivative insights, or improving customer experiences.
• Third-Party Tools and Skill Providers: Content may also be processed by third-party tools or skill providers integrated with the platform to enable specific functionalities or deliver value-added services.

Confidentiality and Privacy: InHotel commits to maintaining the confidentiality of processed content and adhering to applicable legal and regulatory standards.

Restricted Use: Content processing by third-party providers is limited to tasks directly related to platform functionality. This does not authorize independent use, redistribution, or commercialization of the Knowledge Expert’s content by such providers.

Data Security: InHotel ensures all processing complies with applicable laws, security standards, and privacy policies.

Limited Sharing: The Knowledge Expert’s content will not be shared directly with third-party providers except as necessary to deliver platform functionality.

InHotel will provide reasonable notice to Knowledge Experts of any significant changes to the third-party providers used for content processing.

6. Royalties

InHotel calculates royalties based on revenue pools segmented by assistant role and subscription tier. Each assistant and content tier bucket has its own shared revenue pool.

Knowledge Experts earn a minimum of 5% of the revenue generated by customers consuming the content within their respective content bucket.

By 30 June, 2025, InHotel will enhance its royalty calculation methodology to incorporate additional factors, including Source Attributions, customer quality feedback, and a progressively increasing royalty percentage up to a maximum of 15%, depending on the number of contributing Knowledge Experts.

Knowledge Experts are encouraged to refer peers to the platform, as increased contributions will contribute to raising percentages within the shared revenue pool while enriching the overall value of the content library.

7. Referrals

Knowledge Experts can earn a 20% bonus on the revenue generated by new Knowledge Experts they refer to the platform for the first two (2) years of the referred Knowledge Experts' participation.

Bonuses apply only to successful referrals who actively contribute knowledge content to the platform.

All referrals are subject to InHotel’s verification to ensure compliance with platform policies.

8. Payment Terms

Payment of royalties and referral bonuses will be made within 15 days following the end of each month.

To streamline billing reconciliations, InHotel will defer payouts until the Knowledge Expert’s accrued royalties and referral bonuses exceed a minimum threshold of EUR 100. Unpaid royalties and referral bonuses will continue to accrue month-over-month until the total exceeds the EUR 100 threshold. Once the accrued amount surpasses EUR 100, the total accumulated amount will be paid out in the next monthly payout cycle.

Upon termination of this Agreement, any remaining accrued royalties and referral bonuses, regardless of the amount, will be paid out within 30 days following the termination date.

9. Additional Terms and Conditions

Marketing and Branding: Knowledge Experts are encouraged to represent InHotel in a professional and ethical manner. If applicable, they agree to adhere to brand guidelines provided by InHotel.

Confidentiality: Both parties agree to treat all proprietary data, business strategies, and other non-public information disclosed during the course of this Agreement as confidential. Such information shall not be disclosed to third parties without prior written consent, except as required by law. 

Non-Disclosure of Insights: Knowledge Experts are prohibited from leveraging insights, strategies, or data obtained through their contributions to the InHotel platform for the benefit of other platforms, competitors, or similar service providers.

Privacy: Both parties agree to adhere to GDPR-compliant data handling practices.

Termination: Either party may terminate this Agreement with thirty (30) days' written notice for cause or convenience. In the event of termination, Knowledge Experts will only be entitled to royalties accrued up to the termination date. Upon termination, all Premium Content must be removed from the platform, while Free Content will remain accessible in perpetuity. Knowledge Experts must resolve any outstanding disputes or obligations related to this Agreement before the final royalty payout is processed.

Amendments: InHotel reserves the right to adjust royalty parameters for future periods. Any amendments to this Agreement must be made in writing and mutually agreed upon by both parties, unless adjustments are part of pre-notified changes after December 31, 2025. Any such changes will include a minimum notification period of three months, explicitly until March 31, 2026. During this period, Knowledge Experts have the option to review the new terms and, if they choose, opt out of the partnership without any penalties. Existing royalty payouts will continue for the notification period to ensure a smooth transition.

Warranties and Disclaimers: InHotel makes no warranties, express or implied, regarding the platform's performance or the accuracy of royalty calculations. Knowledge Experts are responsible for ensuring that their activities and use of InHotel’s platform comply with all applicable local laws and regulations.

Waiver: No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Assignment: This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of substantially all assets of a Party, where the assignee agrees in writing to be bound by the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal successors and permitted assigns.

Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior communications, representations, or agreements.

Limitation of Liability: InHotel's liability under this Agreement is limited to direct damages and shall not exceed the total revenue shared with the Knowledge Expert in the preceding twelve (12) months. InHotel shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits or business opportunities. InHotel disclaims liability for any data breaches, unauthorized access, or misuse of content arising from third-party technologies or service providers integrated with the platform, provided such breaches are beyond InHotel’s reasonable control and occur despite adherence to industry-standard security measures.

Force Majeure: Neither party shall be liable for any failure to perform its obligations if such failure results from circumstances beyond its reasonable control, including natural disasters, pandemics, war, or other unforeseeable events. The affected party shall notify the other party as soon as possible and use reasonable efforts to mitigate the effects.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland.

Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration. The arbitration shall be conducted in accordance with the rules of the Swiss Arbitration Association (SAA). The arbitration shall take place in Geneva, Switzerland, under Swiss law.

Notices: Any notices required or permitted under this Agreement shall be in writing and sent to the respective addresses of the parties as stated above. Notices may also be sent via email to the email addresses provided by each party upon execution of this Agreement.

10. Agreement and Consent

This Agreement may be executed electronically, and the Parties agree that electronic consent through the "I Agree" button shall be considered as valid and binding as physical signatures.

InHotel Sàrl
Name: Jan Popovic
Title: CEO
Date: `contract_current_date`

`contract_registered_company_name`
Name: `contract_signatory_name`
Title: `contract_signatory_title`
Date: `contract_current_date`

By clicking 'I Agree,' you confirm that you have read, understood, and agree to the terms of this Agreement. This electronic action constitutes acknowledgment of binding legal obligations under the laws of Switzerland.