1. Acceptance of Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you or your legal entity (“Client,” “You,” “User”) and ANANA Hospitality S.A.S. de C.V., a Mexican commercial corporation registered under Folio N-2024093395 of the Public Commerce Registry, with its principal address at Avenida Miguel Hidalgo y Costilla 1323, Colonia Centro, 44100 Guadalajara, Jalisco, Mexico (“ANANA,” “We,” “Company”).

By accessing, browsing, or using any of ANANA’s websites, platforms, services, or applications (collectively, the “Services”), you expressly acknowledge and agree to comply with these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must immediately cease all use of the Services.

1.1 Authority and Binding Effect

If you are acting on behalf of a legal entity (corporation, partnership, LLC, etc.), you represent and warrant that you have the legal authority to bind such entity to these Terms. You are responsible for all activities that occur under your account or through your use of the Services.

1.2 Updates to Terms

ANANA reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting to the website. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of the changes. We encourage you to review these Terms periodically to stay informed of any updates.

2. Intellectual Property Rights

2.1 ANANA’s Proprietary Content

All content on ANANA’s platforms, including but not limited to: software, code, documentation, logos, trademarks, brand names, designs, graphics, text, images, audio, video, and user interfaces (collectively, “ANANA Content”), are the exclusive property of ANANA or its licensors and are protected by Mexican intellectual property laws, international copyright treaties, and other applicable laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use ANANA Content solely for the purpose of using the Services. This license does not permit you to:

• Reproduce, copy, modify, or create derivative works based on ANANA Content
• Distribute, sell, lease, transfer, or sublicense ANANA Content to any third party
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software
• Remove or obscure any intellectual property notices, including copyright or trademark notices
• Use ANANA Content for any commercial purpose outside the scope of your agreement with ANANA

2.2 Client Content

Client content, including property descriptions, photographs, pricing information, booking data, guest information, and other materials you provide to ANANA (collectively, “Client Content”), remains your property. However, by providing Client Content to ANANA, you grant ANANA a worldwide, non-exclusive, perpetual, royalty-free license to:

• Use, reproduce, and display Client Content in connection with providing the Services
• Market and promote your properties on various distribution channels and platforms
• Retain Client Content for record-keeping, analytics, and performance evaluation purposes

This license survives the termination of your agreement with ANANA for the limited purpose of fulfilling ongoing obligations and legal compliance.

2.3 User-Generated Content and Property Listings

Property listings, descriptions, and related marketing materials created or enhanced by ANANA on your behalf may not be transferred to competing platforms without written consent from ANANA. ANANA retains the right to maintain and utilize optimized listing templates, SEO enhancements, and management systems developed specifically for your properties.

3. User Conduct and Responsibilities

3.1 Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

• Illegal activities: Conduct any activity that violates applicable laws or regulations in Mexico, your jurisdiction, or any other relevant jurisdiction
• Fraudulent behavior: Misrepresent your identity, authority, or the nature of transactions
• Harmful content: Upload, transmit, or distribute content that is threatening, abusive, defamatory, obscene, or violates the rights of others
• Security violations: Attempt to gain unauthorized access to systems, accounts, or data; intercept communications; or interfere with system integrity
• Resource abuse: Launch attacks, deploy malware, or engage in activities that disrupt the Services or harm system performance
• Spam and harassment: Send unsolicited communications or engage in any form of harassment or intimidation
• Intellectual property infringement: Infringe upon the intellectual property rights of ANANA or third parties

3.2 Monitoring and Enforcement

ANANA reserves the right to monitor your use of the Services to ensure compliance with these Terms. If ANANA determines that you have violated these Terms, ANANA may, at its sole discretion, take any of the following actions:

• Issue a warning
• Suspend or terminate your account
• Remove or restrict access to specific Services
• Pursue legal remedies available under applicable law

4. Confidentiality

4.1 Definition of Confidential Information

“Confidential Information” includes all non-public information disclosed by one party to the other in connection with the Services, including but not limited to: business strategies, pricing models, financial data, client lists, technical specifications, software algorithms, and proprietary processes. Confidential Information excludes information that:

• Is or becomes publicly available through no breach of this obligation
• Was rightfully known prior to disclosure, as evidenced by written records
• Is independently developed without use of the Confidential Information
• Is required to be disclosed by law or court order, provided the disclosing party gives the other party reasonable notice to seek protective measures

4.2 Obligations of Confidentiality

Each party agrees to:

• Maintain all Confidential Information in strict confidence
• Limit access to Confidential Information to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations
• Protect Confidential Information using reasonable security measures
• Not use Confidential Information for any purpose other than performing obligations under these Terms

4.3 Duration

Confidentiality obligations shall remain in force during the term of the agreement and for five (5) years following termination or expiration.

5. Limitation of Liability

5.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. ANANA DOES NOT WARRANT THAT:

• The Services will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Services will meet your specific requirements
• Any content obtained through the Services is accurate or reliable

5.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY MEXICAN LAW, ANANA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ANANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall ANANA’s total liability to you for all claims arising from or related to these Terms exceed the total amount paid by you to ANANA in the twelve (12) months preceding the claim, or one hundred Mexican pesos (MXN $100.00) if no fees have been paid.

5.3 Force Majeure

ANANA shall not be liable for any failure or delay in performing its obligations under these Terms if such failure is due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of God, war, terrorism, pandemics, government actions, strikes, or interruptions in telecommunications infrastructure. ANANA will make reasonable efforts to resume performance as soon as practicable.

5.4 Third-Party Content and Services

The Services may contain links to or integrate with third-party websites, services, and content. ANANA is not responsible for the accuracy, completeness, legality, or reliability of any third-party content. Your interactions with third parties are solely between you and the third party, and ANANA disclaims all liability in connection with such interactions.

1. Service Description

1.1 Scope of Services

ANANA Homes provides comprehensive property management and commercial commission services (“Services”) for real estate properties (“Properties”) as detailed in the master services agreement between the parties. The Services include, but are not limited to:

• Optimization of Income: Dynamic pricing strategies, market research, and revenue management
• Marketing and Distribution: Multi-channel distribution across online travel agencies (OTAs), direct booking platforms, and promotional campaigns
• Guest Management: Booking coordination, guest communication, check-in/check-out procedures, and dispute resolution
• Operations: Cleaning coordination, maintenance scheduling, emergency response, and quality assurance
• Financial Management: Payment processing, financial reporting, reconciliation, and expense management
• Concierge Services: Guest experiences, activity recommendations, and personalized assistance (where available)

1.2 Exclusivity

During the term of the agreement, ANANA Homes shall have exclusive management authority over the Properties. This means Client agrees not to market, list, or manage the Properties through competing channels or platforms without prior written consent from ANANA. ANANA retains the right to determine distribution strategies, pricing, and booking policies to maximize revenue and ensure operational consistency.

2. Client Obligations

2.1 Legal and Regulatory Compliance

Client warrants that:

• Client has full legal authority to authorize ANANA to manage the Properties
• The Properties are legally owned or controlled by Client and are free from liens, encumbrances, or claims that would prevent ANANA from managing them
• Client possesses all necessary permits, licenses, and regulatory approvals required to operate the Properties as short-term rentals or accommodations
• Client is solely responsible for complying with all federal, state, and local zoning regulations, tax obligations, and licensing requirements

2.2 Property Condition and Maintenance

Client agrees to:

• Maintain the Properties in safe, clean, and habitable condition compliant with applicable health and safety standards
• Provide ANANA with access to the Properties at all times for cleaning, maintenance, repairs, and inspections
• Maintain comprehensive property insurance covering liability, property damage, and guest injury
• Pay for all utilities, property taxes, mortgage payments, and other essential operating expenses

2.3 Documentation and Information

Client shall provide ANANA with:

• Accurate property information, including specifications, amenities, policies, and rules
• Professional property photography suitable for online marketing (if Client does not provide photography, ANANA may contract professional photography services with costs borne by Client)
• Documentation regarding property legal status, permits, and regulatory compliance
• Prompt notification of any changes to property condition, availability, or operational constraints

2.4 Payment Responsibility

Client is responsible for timely payment of all amounts due to ANANA as specified in the compensation agreement, including management fees, technology fees, and any additional services agreed upon in writing.

3. Compensation and Payment Terms

3.1 Compensation Structure

Compensation for ANANA Homes services is detailed in the main services agreement and typically includes:

• Management Commission: A percentage of net rental income, as agreed in writing
• Technology Fee: A monthly fee for platform access, booking system, and administrative tools
• Marketing Investment (Optional): Client may opt to invest in additional promotional campaigns with pre-approved budgets
• Additional Services: Photography, cleaning coordination, repairs, and other services are subject to separate pricing

3.2 Payment Schedule

ANANA shall process all payments from guests and third-party platforms and remit Client’s net share (gross rental income minus ANANA’s commissions, platform fees, and applicable taxes) according to the schedule specified in the master agreement, typically by the 10th day of the following month.

3.3 Late Payment Penalties

If Client fails to pay any amount due to ANANA within seven (7) days of invoice, a late fee of ten percent (10%) of the unpaid amount per two-day period of delay shall apply until payment is received in full. If payment is delayed beyond fifteen (15) days, ANANA may suspend services without further notice.

4. Termination and Early Exit

4.1 Termination Procedures

Either party may terminate the agreement by providing written notice to the other party at least thirty (30) days in advance. The terminating party must provide clear reasons for termination and allow ANANA to remedy any breach (if applicable).

4.2 Early Termination Penalties

If Client terminates the agreement before the initial term expires without just cause, Client shall pay ANANA a termination fee of ten thousand Mexican pesos (MXN $10,000.00) plus applicable IVA, in addition to any outstanding fees, commissions, or payments due under the agreement.

4.3 Outstanding Obligations Upon Termination

Upon termination, Client remains responsible for:

• All fees and commissions accrued during the term of the agreement
• All payments associated with confirmed guest reservations made during the management period
• Any guest relocation costs or platform penalties resulting from early cancellation of future reservations
• Property restoration and any outstanding operational costs

4.4 Transition of Property Listings

Upon termination:

• ANANA shall remove the Properties from active distribution channels within a reasonable timeframe
• Client may not use optimized property listings, marketing materials, or positioning strategies developed by ANANA on competing platforms for a period of one (1) year without ANANA’s written consent
• ANANA retains the right to use anonymized performance data and best practices from Property management in its portfolio (without revealing Client identity)

1. Service Description

1.1 Platform Overview

ANANA Technology Solutions (ATS) is a cloud-based software platform designed to provide property managers, hotel operators, and real estate professionals with comprehensive tools for revenue management, distribution, and operational efficiency. ATS includes:

• Revenue Management System (ANANA Yield): Dynamic pricing engine, market analysis, and demand forecasting
• Property Management System (PMS): Booking management, guest communications, and operational coordination
• Channel Manager: Distribution across multiple OTAs, direct booking platforms, and metasearch engines
• Reporting and Analytics: Performance dashboards, financial reports, and operational metrics
• Integration Services: API connections to third-party systems, payment processors, and communication tools

1.2 Service Availability

ANANA will use commercially reasonable efforts to maintain 99.5% availability of the ATS platform during standard business hours. ANANA does not guarantee error-free operation or real-time synchronization with all third-party platforms, which may be subject to their own service limitations.

2. License Grant and Restrictions

2.1 License Grant

ANANA grants Client a non-exclusive, non-transferable, revocable license to access and use the ATS platform solely for Client’s internal business purposes. This license is limited to the scope and duration specified in Client’s subscription agreement.

2.2 Use Restrictions

Client shall not:

• Sublicense, sell, transfer, or share access to the ATS platform with unauthorized third parties
• Reverse engineer, decompile, or attempt to derive the source code or underlying algorithms
• Access or attempt to access the platform using automated bots, scrapers, or other unauthorized means
• Modify, adapt, translate, or create derivative works based on the ATS software
• Use the platform for competitive intelligence or to develop competing products
• Remove, obscure, or alter any intellectual property notices, including copyright or trademark markings

2.3 Acceptable Use Policy

Client agrees to use ATS in compliance with all applicable laws and these Terms. Client shall not use ATS to:

• Transmit malware, viruses, or harmful code
• Engage in data theft, hacking, or unauthorized system access
• Conduct fraudulent transactions or money laundering
• Violate the intellectual property or privacy rights of third parties
• Generate spam, phishing attempts, or abusive communications

3. Support and Maintenance

3.1 Support Services

ANANA provides support services as specified in Client’s subscription tier:

• Standard Support: Email support during business hours (Monday-Friday, 9 AM – 6 PM CST)
• Premium Support: Priority response, extended hours, and dedicated account management (subject to additional fees)
• Emergency Support: 24/7 availability for critical system outages affecting revenue or guest operations (subject to additional fees)

3.2 System Maintenance

ANANA may perform scheduled maintenance on the ATS platform to ensure security, reliability, and performance. ANANA will make reasonable efforts to schedule maintenance during low-traffic periods and provide advance notice when possible. Emergency maintenance may be performed without notice if necessary to protect platform security or functionality.

3.3 Data Backup and Recovery

ANANA maintains regular backups of platform data and uses redundant systems to minimize data loss. However, ANANA is not responsible for data loss resulting from Client actions, third-party service failures, or force majeure events. Client is responsible for maintaining independent backups of critical data.

4. Subscription and Payment Terms

4.1 Subscription Models

ATS is available under several subscription models:

• Per-Listing Fee: Monthly fee based on the number of properties managed
• Revenue Share: Percentage-based commission on gross or net revenue generated through the platform
• Hybrid Model: Combination of base fee and revenue participation
• Enterprise License: Custom arrangements for large organizations (subject to negotiation)

4.2 Billing and Payment

ANANA shall invoice Client monthly or according to the agreed billing cycle. Payment is due within the timeframe specified in the invoice, typically within 15 days of invoice date. Invoices are denominated in Mexican pesos (MXN) unless otherwise agreed. Client is responsible for all applicable taxes, including value-added tax (IVA).

4.3 Subscription Term and Renewal

Subscriptions shall initially be granted for the period specified in the purchase order or agreement (typically 12 months). At the end of each term, the subscription shall automatically renew for an equivalent period unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

4.4 Price Adjustments

ANANA reserves the right to adjust subscription fees upon renewal with at least thirty (30) days’ written notice. Client may choose to cancel the subscription if it objects to price increases. Continued use following the price adjustment constitutes acceptance of the new fees.

4.5 Late Payment and Suspension

If Client payment is overdue by fifteen (15) days, ANANA may suspend Client’s access to the ATS platform without further notice. Access shall be restored upon receipt of full payment plus any applicable late fees. If payment remains overdue for thirty (30) days, ANANA may terminate the subscription and pursue legal remedies for collection.

Jurisdiction, Disputes, and Dispute Resolution

Governing Law

These Terms and all services provided by ANANA shall be governed by and construed in accordance with the laws of the State of Jalisco, Mexico, without regard to its conflict of laws principles. To the extent that Mexican law permits, the parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution Process

In the event of any dispute, controversy, or claim arising from or related to these Terms or the Services, the parties agree to first attempt resolution through good-faith negotiation between senior representatives of each party. If negotiation fails to resolve the matter within thirty (30) days, the parties may pursue the following remedies:

Alternative Dispute Resolution (ADR)

The parties may agree to utilize Alternative Dispute Resolution methods, including mediation or arbitration, administered by a mutually agreed dispute resolution provider. Such proceedings shall be conducted in Spanish or English as mutually agreed, with costs shared equally unless the process otherwise determines.

Legal Proceedings

If ADR is not pursued or does not resolve the dispute, either party may commence legal proceedings in the competent courts of Guadalajara, Jalisco, Mexico. The parties expressly submit to the exclusive jurisdiction and venue of such courts and waive any objection based on inconvenient forum or improper venue.

Intellectual Property Claims

Notwithstanding the foregoing, ANANA retains the right to seek immediate injunctive relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm.

Contact Information

For Service-Related Inquiries

ANANA Homes (Property Management): homes@ananahomes.com

ANANA Technology Solutions (ATS): support@ananahomes.com

Legal and Compliance: legal@ananahomes.com

How to Submit Legal Notices

All legal notices, including termination notices, should be sent via certified email to the applicable department listed above with proof of delivery. Notices sent to other email addresses or through other means may not be considered valid.