Legal · Terms
ValetBridge Terms of Use
These Terms of Use govern the relationship between ekSource Technologies, Inc. and Operators accessing or using the ValetBridge platform — including Unified API access, fees and billing, PMS integration terms, hotel infrastructure dependencies, SMS communications, and binding arbitration. These Terms form Exhibit A to the ValetBridge Master Subscription Agreement (MSA).
Effective: April 15, 2026
Last Revised: April 15, 2026
Version: 1.1
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Important Legal Notice — These Terms constitute a legally binding agreement.
By clicking “I Agree,” completing account registration, executing a Master Subscription Agreement that incorporates these Terms, or accessing or using the ValetBridge Platform, you agree to be bound by these Terms in their entirety. MSA execution by an Authorized Signatory constitutes the primary method of acceptance for commercial Operators.
Document
ValetBridge Terms of Use
Issued by
ekSource Technologies, Inc.
Version
1.1
Effective Date
April 15, 2026
Updated — v1.1
Supersedes: Version 1.0 of the ValetBridge Terms of Use in its entirety. These Terms form Exhibit A to the ValetBridge Master Subscription Agreement (MSA). In the event of conflict between these Terms and the MSA, the MSA shall control.
Section 1
Parties, Platform Overview, and Acceptance of Terms
1.1 Parties
These Terms of Use (“Terms”) govern the relationship between ekSource Technologies, Inc. (“ekSource,” “Company,” “we,” “us,” or “our”), a corporation duly organized under the laws of the Commonwealth of Virginia with its principal place of business at 13873 Park Center Rd, STE 55E, Herndon, Virginia 20171, and the business entity that accesses or uses the ValetBridge platform and associated services (“Parking Company,” “Operator,” “Client,” “you,” or “your”).
1.2 Platform OverviewUpdated v1.1
ValetBridge is a proprietary B2B SaaS middleware integration platform that provides Operators with a single, unified integration point for connecting their valet and parking management systems to hotel Property Management Systems. ValetBridge's Unified API abstracts all PMS-specific complexity, enabling Operators to integrate once and connect to any number of hotel properties across multiple Supported PMS Platforms without per-PMS integration work. ValetBridge handles all internal data mapping, field translation, and PMS-specific protocol management through its proprietary integration hub. This architecture means the Operator does not need to implement separate integrations for each PMS platform or hotel property. ValetBridge is a product of and wholly owned and operated by ekSource Technologies, Inc.
1.3 Acceptance of Terms
These Terms are accepted and become binding upon the earliest of: (i) clicking an “I Agree” or equivalent acceptance button during account registration; (ii) execution of a Master Subscription Agreement (“MSA”) that incorporates these Terms by reference as Exhibit A; (iii) accessing or using the Platform or any associated API; or (iv) submitting company, property, or PMS credential information through the Platform. Execution of the MSA by an authorized signatory constitutes the primary method of acceptance for commercial Operators and supersedes any prior click-wrap acceptance.
1.4 Authority to Bind
By accepting these Terms, the individual doing so represents and warrants that: (i) they are at least eighteen (18) years of age; (ii) they are an authorized representative of the Operator entity with full legal authority to bind the Operator, or — where acceptance is through the MSA — that the individual executing the MSA is an authorized signatory of the Operator entity; (iii) the Operator entity is a duly organized, validly existing legal entity in good standing under applicable law; and (iv) the Operator's acceptance does not violate any other agreement to which the Operator is a party.
1.5 MSA Signatory vs. Platform UserNew §1.5
ekSource recognizes that the individual who registers for a ValetBridge account and configures the Platform (the “Platform User”) may differ from the individual who executes the MSA as the Operator's authorized legal signatory (the “Authorized Signatory”). The Platform provides a mechanism to route the MSA to a separate Authorized Signatory for review and execution via electronic signature. The Platform will not permit the Operator to proceed to data mapping and property activation stages until the MSA has been fully executed by an Authorized Signatory. Click-wrap acceptance by the Platform User during registration constitutes interim acceptance for the limited purpose of platform access during the pre-MSA period; full commercial binding effect requires MSA execution.
Section 2
Definitions8 New Terms in v1.1
The following definitions apply throughout these Terms.
Section 3
Description of ServicesUpdated v1.1
3.1 Unified API ArchitectureNew in v1.1
ValetBridge provides Operators with access to the Unified API — a single, PMS-agnostic integration endpoint that enables the Operator's valet and parking management systems to communicate with any Supported PMS Platform through one standardized interface. The Operator integrates to the Unified API once; ekSource's internal integration hub handles all data mapping, field translation, PMS-specific authentication, and protocol management for each Supported PMS Platform on the Operator's behalf. Adding a new hotel property on any Supported PMS requires no additional integration work by the Operatorbeyond entering the property's PMS credentials through the Platform's property configuration interface.
3.2 Internal Data Mapping EngineNew in v1.1
ekSource maintains proprietary data mapping algorithms and field translation logic that normalize the Operator's valet and parking management data to the schema required by each Supported PMS Platform. This internal mapping is handled entirely within ekSource's integration hub and is transparent to the Operator. The Operator's obligation is to ensure that its valet management systems output the data fields specified in the ValetBridge Data Mapping Reference (provided during onboarding); ekSource handles all PMS-side field translation from that point. ekSource's data mapping logic constitutes Confidential Information and proprietary Intellectual Property of ekSource.
3.3 Core Functionality
Subject to these Terms and the MSA, the Platform provides the following core services:
- Unified API access for Folio Post and folio lookup operations across all Supported PMS Platforms through a single endpoint
- Internal data mapping and field translation between Operator valet management system data and each Supported PMS Platform's required schema
- PMS credential management interface for secure entry, storage, and validation of property-level PMS credentials
- Staging Environment for pre-production credential validation and integration testing
- Property Activation workflow managing the transition from staging to live production
- Asynchronous charge posting with queue management and retry logic for failed transactions
- Connection health monitoring, integration status reporting, and transaction logging
- Administrative portal for Operator account management, property management, and transaction reporting
3.4 Operator Onboarding FlowNew in v1.1
The standard Operator onboarding sequence through the Platform is as follows:
1
Demo Request / Direct Signup
Prospect submits a demo request or signs up directly through the ValetBridge website.
2
Company Registration & Account Setup
Operator completes company registration, provides legal entity name, billing contact, and business address.
3
MSA Execution via Electronic Signature
Operator reviews and executes the MSA. May be routed to a separate Authorized Signatory. Full platform access requires MSA execution.
4
Data Mapping Reference Review
Operator reviews and acknowledges the Data Mapping Reference, which defines the data fields that valet management systems must output.
5
Property Addition & PMS Credential Entry
Operator adds hotel properties, selects the applicable Supported PMS Platform, and enters the property's PMS credentials.
6
Staging Environment Testing
Operator conducts integration testing in the Staging Environment using staging/sandbox credentials to validate PMS connectivity before go-live.
7
Property Activation → Billing Trigger
Operator proceeds to Property Activation, transitioning the property to live production.
⚡ Billing trigger — PMS Setup Fee + Property Monthly Fee charged on activation
8
Live Folio Post Operations
Following Property Activation, live Folio Post operations become available for that property.
3.5 Supported PMS Integrations
As of the Effective Date, the Platform supports integration with Oracle Hospitality Integration Platform (OHIP) / Opera Cloud, StayNTouch, and Agilysys, each subject to the Operator obtaining all required API access, credentials, and authorizations from the applicable PMS provider. ekSource may add support for additional PMS platforms upon sixty (60) days' notice. ekSource makes no representation that any Supported PMS Platform will remain available or compatible with the Unified API, and is not liable for changes made by PMS providers to their APIs, authentication requirements, or platform terms.
3.6 Modifications to the Platform
ekSource reserves the right to modify, update, or enhance the Platform at any time, provided that ekSource will use commercially reasonable efforts to provide at least thirty (30) days' advance notice of material changes that materially reduce existing functionality.
Section 4
Account Registration, Eligibility, and Access
4.1 Eligibility
The Platform is available exclusively to business entities and their authorized representatives engaged in the provision of valet, parking, or related hospitality services.
4.2 Account Registration
To access the Platform, the Operator must: (i) complete account registration providing accurate legal entity name, business address, primary contact details, and billing contact; (ii) execute the MSA; and (iii) accept these Terms. Access to data mapping, property configuration, and Folio Post operations requires MSA execution. ekSource reserves the right to decline any account registration at its sole discretion.
4.3 Authorized Users
The Operator is responsible for managing Platform access by its Authorized Users, including: (i) ensuring each Authorized User account is used only by the assigned individual; (ii) promptly deactivating accounts of personnel no longer authorized to access the Platform; and (iii) notifying ekSource immediately upon discovering any unauthorized access.
4.4 Account Credentials
The Operator is solely responsible for maintaining the confidentiality and security of all account credentials. The Operator is liable for all activities conducted through its account, whether or not authorized by the Operator.
4.5 Accurate Information
The Operator represents and warrants that all information provided to ekSource in connection with account registration, the MSA, and Platform use is accurate, current, and complete.
Section 5
Fees, Billing, and PaymentComprehensively Updated v1.1
PMS Setup Fee — One-time, per PMS platform type
$2,500.00 USD
Per Supported PMS Platform type · Non-refundable
Charged once per PMS type regardless of how many hotel properties use that PMS. Covers PMS-specific integration build, data mapping configuration, API authentication setup, Staging Environment provisioning, and onboarding support.
Example: 5 Opera Cloud properties = 1 × $2,500 setup. Later add StayNTouch = 1 more × $2,500. Add more StayNTouch properties = $0 additional setup fee.
Property Monthly Fee — Per activated hotel property
Per Rate Schedule
Per active hotel property · Recurring monthly
Billed automatically each calendar month for each property in active production status. Applied on a pro-rata basis for the first month (Property Activation date to end of calendar month). Each distinct physical hotel location billed independently.
5.1 PMS Setup Fee — Per PMS Platform Type
A one-time, non-refundable PMS Setup Fee of Two Thousand Five Hundred U.S. Dollars (USD $2,500.00) is charged per Supported PMS Platform type activated by the Operator, regardless of how many hotel properties use that PMS. The PMS Setup Fee is charged once per Supported PMS Platform type — not per Operator account, not per hotel property, and not per Authorized User. The PMS Setup Fee is non-refundable under all circumstances, including where the Operator terminates the MSA prior to completing Property Activation, or where Property Activation fails due to the Operator's inability to provide valid PMS credentials or satisfy the Operational Prerequisites described in Section 7.7.
5.2 Property Monthly Fee — Per Activated Property
A recurring Property Monthly Fee is charged for each hotel property in an active, live production status on the Platform, at the per-property monthly rate specified in the Rate Schedule attached to the MSA. The fee is billed automatically each calendar month, triggered automatically by Property Activation, applied on a pro-rata basis for the first month, and charged for each distinct hotel property independently. A hotel property means a single physical hotel location with its own PMS property code or identifier, regardless of whether it is part of a chain or group.
5.3 Payment Method — Collection and TokenizationNew in v1.1
Payment method details are collected exclusively through Stripe, Inc.'s secure payment element embedded in the Platform. Raw payment card numbers, CVV codes, and full card details are never transmitted to or stored by ekSource's systems. Upon successful submission, Stripe returns a Payment Method Token — ekSource stores only this token and associated Stripe Customer ID. By submitting a payment method through the Platform, the Operator expressly authorizes ekSource to charge all PMS Setup Fees, Property Monthly Fees, and other amounts arising under the MSA. This authorization is continuous and survives for the duration of the Subscription Term and any renewal periods, and applies to all Fees arising with respect to any property the Operator activates, whether at the time of payment method submission or thereafter. The Operator is responsible for ensuring that the stored payment method remains valid and funded throughout the Subscription Term. ekSource will notify the Operator if a payment attempt fails due to an invalid or declined payment method, and the Operator must update the payment method within fifteen (15) calendar days of such notification.
5.4 Property Activation as Billing TriggerNew in v1.1
The following billing events occur automatically upon Property Activation:
- Upon Property Activation of the Operator's first property on a given Supported PMS Platform type: ekSource charges the PMS Setup Fee of $2,500 for that PMS type.
- Upon Property Activation of the first property on a new, additional Supported PMS Platform type not previously activated by the Operator: ekSource charges the PMS Setup Fee of $2,500 for the new PMS type.
- Upon Property Activation of any property (regardless of PMS type): ekSource creates a recurring monthly subscription for that property in Stripe at the Property Monthly Fee rate specified in the Operator's Rate Schedule.
The Operator acknowledges that Property Activation is an affirmative action within the Platform that the Operator initiates, and that the billing events described in this Section are a foreseeable and disclosed consequence of that action.
Billing Confirmation Requirement
Property Activation constitutes the Operator's irrevocable authorization for automatic billing. The Platform displays a clear billing confirmation screen prior to Property Activation, summarizing the PMS Setup Fee (if applicable) and the Property Monthly Fee that will be charged. The Operator must confirm this billing summary before Property Activation is completed.
5.5 Automatic Invoice and Receipt DeliveryNew in v1.1
Stripe automatically generates and delivers to the Operator's registered billing email address: (i) an invoice for each PMS Setup Fee charge; (ii) an invoice for each monthly billing cycle; and (iii) a payment receipt confirming successful payment. The Operator is responsible for ensuring the billing email address is current and that Stripe emails are not blocked by spam filters. ekSource is not responsible for invoices or receipts not received due to Operator-side email delivery failures.
5.6 Fee Changes
ekSource reserves the right to modify its Fee schedule upon sixty (60) days' advance written notice. The per-property rate in the Operator's Rate Schedule is locked for the Initial Term specified in the MSA; increases to the published rate schedule do not affect the Operator's locked rate during the Initial Term.
5.7 Late Payment
If any amount due is not received within fifteen (15) calendar days of the due date, ekSource may: (i) charge interest at 1.5% per month; (ii) suspend Platform access until all overdue amounts are paid; and/or (iii) terminate the MSA for non-payment as provided in Section 17.
5.8 Disputed Invoices
If the Operator disputes any invoice in good faith, the Operator must notify ekSource in writing within thirty (30) days of the invoice date, specifying the basis for the dispute. The Operator must pay all undisputed amounts by the due date. The parties will work in good faith to resolve disputes within thirty (30) days.
5.9 Taxes
All Fees are stated exclusive of applicable taxes. The Operator is responsible for paying all applicable sales, use, excise, value-added, withholding, and other taxes, excluding taxes on ekSource's net income.
5.10 No Refunds
Except as expressly set forth in these Terms or required by applicable law, all Fees paid to ekSource are non-refundable. The PMS Setup Fee is non-refundable under all circumstances. Property Monthly Fees are non-refundable for any month in which a property was in active production status as of the first day of that month, or in which Property Activation occurred.
Section 6
Operator Responsibilities and Acceptable UseUpdated v1.1
6.1 General Operator Obligations
The Operator is solely responsible for: (i) its use of the Platform and the use of the Platform by its Authorized Users; (ii) the accuracy, completeness, and lawfulness of all Operator Content; (iii) compliance with all applicable laws and regulations; and (iv) ensuring its Authorized Users comply with these Terms.
6.2 Onboarding ObligationsNew in v1.1
- The Operator must ensure its valet management systems are configured to output data in the format specified in the ValetBridge Data Mapping Reference provided during onboarding.
- The Operator must obtain valid staging and production PMS credentials from the applicable PMS provider and hotel property before entering credentials in the Platform. ekSource does not provide PMS credentials on the Operator's behalf.
- The Operator must complete Staging Environment testing to its own satisfaction before proceeding to Property Activation. Property Activation by the Operator constitutes the Operator's confirmation that staging testing has been completed and that the integration is ready for live production.
6.3 PMS Authorization
The Operator represents and warrants that: (i) it has obtained all required licenses, subscriptions, authorizations, and API access rights from the applicable PMS provider(s); (ii) the PMS Credentials provided to ekSource are validly issued by the applicable PMS provider and are authorized for use with third-party middleware integration platforms; (iii) the Operator's use of the Platform to post charges to hotel guest folios is authorized under the Operator's agreements with the applicable hotel property and PMS provider; and (iv) the Operator will maintain all required PMS authorizations throughout the Subscription Term and will promptly notify ekSource if any such authorization is modified, suspended, or revoked.
6.4 Hotel Property CooperationNew in v1.1
The Operator is responsible for ensuring that each hotel property maintains:
- Valid, production-level PMS credentials authorized for use with ValetBridge
- Active internet connectivity and network accessibility to its PMS at the time of and following Property Activation
- Its PMS subscription in active, licensed status
- Notification to the Operator with sufficient lead time if PMS credentials are unilaterally revoked or modified
No Hotel Relationship
The Operator acknowledges that ekSource has no contractual relationship with hotel properties and cannot compel hotel property cooperation.
6.5 Hotel Guest Data
The Operator, as Data Controller with respect to Hotel Guest Data, represents and warrants that it has obtained all required legal bases to cause Hotel Guest Data to be processed through the Platform, will provide all required privacy notices to hotel guests, and will honor all applicable data subject rights.
6.6 Prohibited Uses
The Operator must not use the Platform to:
- Post fraudulent, unauthorized, or fictitious charges to hotel guest folios
- Access hotel guest accounts, folios, or reservations without authorization
- Circumvent, disable, or interfere with any security feature or access control of the Platform
- Reverse engineer, decompile, or attempt to derive the source code of the Platform or Unified API
- Resell, sublicense, or provide API access to any third party without ekSource's prior written consent
- Use the Platform in a manner that violates any applicable law or third-party right
- Transmit malicious code or conduct unauthorized security testing of the Platform
- Exceed API rate limits or place an unreasonable load on ekSource's infrastructure
- Submit false or misleading PMS Credentials or property configuration data
6.7 Notification of Security Incidents
The Operator must notify ekSource in writing within twenty-four (24) hours of discovering any actual or reasonably suspected unauthorized access to the Operator's ValetBridge account, compromise of PMS Credentials, or security incident affecting the Platform or Hotel Guest Data.
Section 7
PMS Integration Terms, Third-Party Dependencies & Pass-Through Disclaimer2 New Sections v1.1
7.1 Nature of Integration Services
The Platform functions as a middleware integration layer that transmits data between Operator systems and Supported PMS Platforms through the Unified API. ekSource's role is limited to facilitating data transmission and does not include independent verification of the accuracy or authorization of Folio Post transactions, audit of the Operator's charge posting practices, or any advisory, fiduciary, or agency relationship.
7.2 PMS Provider Dependency and API Change Risk
The availability, functionality, and performance of PMS integrations depend on factors entirely outside ekSource's control, including the availability of the applicable Supported PMS Platform, changes by the PMS provider to its API, the validity and continued authorization of the Operator's PMS Credentials, and network latency and availability of the PMS provider's cloud infrastructure. ekSource is not liable for integration failures caused by PMS provider actions, API changes, PMS provider outages, or PMS credential issues. The Operator specifically acknowledges:
- Oracle's published position that Early Adopter API program participants may experience breaking changes without guaranteed backward compatibility, and Oracle's right to modify OHIP API specifications at its discretion.
7.3 Pass-Through Disclaimer
ekSource acts as a pass-through integration middleware and does not independently verify, validate, approve, or guarantee the outcome of any Folio Post transaction transmitted through the Platform. The Operator is solely responsible for verifying that each Folio Post transaction is accurate, authorized, and consistent with the Operator's agreements with the applicable hotel property and PMS provider. ekSource is not liable for any errors, rejections, unauthorized postings, or financial losses arising from the content or outcome of any Folio Post transaction, regardless of cause.
7.4 Folio Post Failure Handling
The Platform provides automated retry logic and error reporting for failed Folio Post transactions. ekSource does not guarantee that any Folio Post transaction will be accepted by the applicable PMS or that failed transactions will be successfully retried within any specific timeframe. The Operator is responsible for monitoring transaction status and taking appropriate corrective action for persistent failures.
7.5 Operator Indemnity for Unauthorized Posts
The Operator shall indemnify, defend, and hold harmless ekSource from and against any claims arising out of or relating to: (i) any Folio Post transaction transmitted through the Platform; (ii) the Operator's use of Hotel Guest Data; (iii) any unauthorized, fraudulent, or erroneous charges posted to hotel guest folios; and (iv) any claim by a hotel property, PMS provider, or hotel guest arising from the Operator's use of the Platform.
7.6 Hotel Infrastructure DependencyNEW in v1.1
The Operator expressly acknowledges and agrees that:
- ValetBridge's ability to complete Folio Post transactions is dependent on the applicable hotel property maintaining active, functioning internet connectivity to its PMS at all times
- Hotel internet outages, network failures, ISP disruptions, firewall misconfigurations, VPN issues, and any other interruption to Hotel Infrastructure connectivity are outside ekSource's control and do not constitute a failure of the ValetBridge Platform
- A Folio Post failure caused by Hotel Infrastructure issues does not constitute a breach of ekSource's Service Level Commitment and is not subject to service credits
- The Operator is responsible for communicating to hotel property clients the requirement that Hotel Infrastructure must be maintained to keep the hotel's PMS accessible via the internet at all times during valet operations
- ekSource's Platform availability metrics and SLA calculations exclude downtime attributable to Hotel Infrastructure failures and PMS provider outages as Excused Downtime
- ekSource has no ability to monitor, diagnose, remediate, or guarantee the uptime, bandwidth, reliability, or security of any hotel property's internet connection, local network, or IT infrastructure
7.7 Operational PrerequisitesNEW in v1.1
The following Operational Prerequisites must be in place and maintained for ValetBridge integration to function at any hotel property. The Operator is responsible for ensuring these are in place before Property Activation:
1
Internet Connectivity
Active, reliable broadband internet at the hotel property. Recommended min: 10 Mbps dedicated uplink, max 200ms latency to PMS API endpoint.
2
Active PMS Subscription
The hotel property must maintain an active, licensed subscription to the applicable Supported PMS Platform. If the hotel's PMS subscription lapses, ValetBridge integration will cease to function.
3
Valid API Access Authorization
Active OHIP API access (for Oracle Opera Cloud), active API access (for StayNTouch and Agilysys), or equivalent API authorization enabled within the PMS.
4
Valid PMS Credentials
Current and authorized production PMS Credentials must be on file in the Platform at all times. Expired, revoked, or rotated credentials will prevent Folio Post operations.
5
PMS Software Currency
The hotel property's PMS must be running a version of the PMS software compatible with the API specifications supported by ValetBridge.
6
Unblocked Network Path
The hotel property's network must permit outbound API traffic to the PMS provider's API endpoints. Firewall rules or proxy configurations that block API traffic will prevent ValetBridge from functioning.
Failure of any Operational Prerequisite does not constitute a failure of the ValetBridge Platform, does not trigger service credit obligations, and is classified as Excused Downtime under Section 8.3. ekSource provides a Platform Operational Requirements Checklist as a supplementary onboarding document, which the Operator is responsible for sharing with each hotel property's IT administrator prior to Property Activation.
Section 8
Service Availability and Service Level CommitmentUpdated v1.1
8.1 Service Level Commitment
ekSource will use commercially reasonable efforts to make the Platform available with a monthly uptime percentage of ninety-nine percent (99.0%), measured on a calendar month basis, excluding Scheduled Maintenance Windows and Excused Downtime.
8.2 Scheduled Maintenance
ekSource will perform scheduled maintenance during off-peak hours (between 11:00 PM and 5:00 AM Eastern Time) where practicable and will provide at least forty-eight (48) hours' advance notice. Downtime during Scheduled Maintenance Windows is excluded from uptime calculations.
8.3 Excused Downtime
The following categories of downtime are excluded from the Service Level Commitment and ekSource's uptime calculations:
- General Force Majeure: Downtime caused by events outside ekSource's reasonable control.
- Operator-Caused Downtime: Downtime caused by the Operator's systems, network, or actions, including invalid or expired PMS Credentials, API misuse, or Operator-side configuration errors.
- Hotel Internet and Network Failures: Downtime or Folio Post failures caused by the failure, degradation, outage, or misconfiguration of Hotel Infrastructure.
- PMS Provider Outages and Maintenance: Downtime caused by the unavailability, scheduled or unscheduled maintenance, or performance degradation of any Supported PMS Platform.
- PMS API Changes and Deprecations: Service disruptions caused by changes made by a PMS provider to its API, including endpoint changes, authentication protocol changes, schema modifications, or version deprecations.
- PMS Credential Failures: Folio Post failures caused by the expiration, revocation, rotation, suspension, or invalidation of the Operator's PMS Credentials.
- Hotel PMS Configuration: Failures caused by the hotel property's PMS configuration, including incorrect API access settings or insufficient user permissions.
- Emergency Security Response: Downtime during emergency security patching or incident response activities.
- Third-Party Infrastructure Failures: Downtime caused by failures of AWS infrastructure components, telecommunications networks, or other third-party infrastructure outside ekSource's direct control.
8.4 Service Credits
If ekSource fails to meet the Service Level Commitment in any calendar month (excluding all Excused Downtime), the Operator may request a service credit equal to a pro-rated portion of the Property Monthly Fee for the affected property. Service credits are the Operator's sole and exclusive remedy for Platform unavailability. Service credit requests must be submitted in writing within fifteen (15) days of the end of the affected calendar month and are subject to verification by ekSource's monitoring records.
8.5 No Warranty of Uninterrupted Service
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, EKSOURCE DOES NOT WARRANT THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME, THAT SERVICE WILL BE UNINTERRUPTED, OR THAT ALL FOLIO POST TRANSACTIONS WILL BE COMPLETED SUCCESSFULLY. SERVICE CREDITS ARE THE OPERATOR'S SOLE AND EXCLUSIVE REMEDY FOR SERVICE AVAILABILITY FAILURES.
Section 9
Intellectual Property Rights
9.1 ekSource Ownership
The Platform, Unified API, internal data mapping algorithms, integration hub logic, source code, Documentation, trademarks, and all other components are the exclusive property of ekSource Technologies, Inc. The ValetBridge name, logo, and associated marks are trademarks of ekSource Technologies, Inc. ekSource's proprietary data mapping algorithms and field translation logic constitute trade secrets of ekSource and are protected as Confidential Information.
9.2 Limited License to Operator
Subject to these Terms and the MSA, ekSource grants the Operator a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform and Unified API solely for the Operator's internal business operations.
9.3 Operator Content License
The Operator grants ekSource a limited, non-exclusive, royalty-free license to use, process, store, and transmit Operator Content solely as necessary to provide the Platform services. ekSource acquires no ownership interest in Operator Content.
9.4 Feedback
If the Operator provides Feedback regarding the Platform, the Operator grants ekSource a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback without any obligation of compensation or attribution.
9.5 Restrictions
The Operator must not remove proprietary notices from the Platform, use ValetBridge trademarks without consent, or develop competing products using knowledge obtained through use of the Platform.
Section 10
Confidentiality
10.1 Confidential Information
Each party agrees to hold the other party's Confidential Information in strict confidence, use it solely for the purposes of these Terms and the MSA, and disclose it only to personnel with a need to know who are bound by equivalent confidentiality obligations.
10.2 Exclusions
Confidential Information excludes information that: (i) is publicly available through no breach; (ii) was already known without restriction; (iii) is received from a third party without restriction; or (iv) is independently developed without reference to the Confidential Information.
10.3 PMS Credentials
PMS Credentials are Confidential Information of the Operator subject to enhanced security obligations described in the ValetBridge Privacy Policy. ekSource will not disclose PMS Credentials to any third party except as strictly necessary to provide integration services.
10.4 Injunctive Relief
Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to enforce confidentiality obligations without requirement to post bond.
Section 11
Privacy and Data Protection
11.1 Privacy Policy
ekSource's collection, use, and disclosure of Personal Data is governed by the ValetBridge Privacy Policy, incorporated into these Terms by reference and available at www.valetbridge.io/privacy.
11.2 Operator as Data Controller for Hotel Guest Data
The Operator is the Data Controller with respect to Hotel Guest Data processed through the Platform, and ekSource is the Data Processor. The Operator is solely responsible for the lawfulness of its instructions to ekSource and for compliance with applicable privacy laws.
11.3 Data Processing Agreement
Operators may execute a supplemental Data Processing Agreement (DPA) with ekSource governing the processing of Personal Data. Where a DPA has been executed, it supplements these Terms, and in the event of conflict between the DPA and these Terms with respect to Personal Data processing, the DPA shall control.
Section 12
Third-Party Services and Integrations
12.1 Supported PMS Platforms
The Platform's integration functionality depends on third-party PMS platforms operated by Oracle, StayNTouch, Agilysys, and other PMS providers. These platforms are not operated by ekSource. The Operator is solely responsible for maintaining required agreements with PMS providers and for compliance with their terms. ekSource is not liable for any failure, disruption, or change in service by any PMS provider.
12.2 Payment Processing — Stripe
Subscription and property Fees are processed through Stripe, Inc. The Operator's use of Stripe is subject to Stripe's Terms of Service. ekSource instructs Stripe to charge the Operator's stored Payment Method Token for all Fees arising under these Terms and the MSA. The Operator's submission of a payment method and confirmation of Property Activation constitute irrevocable authorization for these charges as described in Section 5.
12.3 Electronic Signature Platforms
ekSource may deliver the MSA for execution through an electronic signature platform such as BoldSign by Syncfusion. Electronic signatures obtained through such platforms are legally valid and binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).
Section 13
Disclaimers and Limitation of LiabilityUpdated v1.1
13.1 Disclaimer of Warranties
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. EKSOURCE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (ii) ANY WARRANTY THAT THE PLATFORM WILL MEET THE OPERATOR'S REQUIREMENTS; (iii) ANY WARRANTY THAT FOLIO POST TRANSACTIONS WILL BE PROCESSED ACCURATELY, TIMELY, OR WITHOUT ERROR; (iv) ANY WARRANTY REGARDING THE AVAILABILITY OR PERFORMANCE OF ANY THIRD-PARTY PMS PLATFORM OR HOTEL INFRASTRUCTURE; AND (v) ANY WARRANTY THAT THE PLATFORM WILL BE FREE FROM BUGS, VULNERABILITIES, OR SECURITY THREATS.
13.2 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT SHALL EKSOURCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF VALET TRANSACTION REVENUE, REPUTATIONAL HARM, OR COST OF SUBSTITUTE SERVICES; (ii) EKSOURCE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS OR THE MSA SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE OPERATOR TO EKSOURCE IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.2 (continued) — Third-Party Dependency Carve-OutUpdated v1.1
ekSource expressly excludes all liability for the following categories of loss:
- Lost valet transaction revenue, lost parking revenue, or any other lost business revenue arising from the inability to complete Folio Post transactions due to Hotel Infrastructure failures, hotel internet outages, hotel network failures, or hotel IT system failures
- Lost revenue or business losses arising from PMS provider outages, PMS API changes or deprecations, PMS scheduled or unscheduled maintenance, or PMS credential failures
- Any claim by a hotel guest, hotel property, parking operator client, or third party arising from a failed or delayed Folio Post transaction where such failure was caused by Hotel Infrastructure or PMS provider factors
- Business losses arising from the Operator's failure to maintain Operational Prerequisites as described in Section 7.7
- Revenue losses during any period of Excused Downtime as defined in Section 8.3
13.3 Essential Basis of the Bargain
The Operator acknowledges that the limitations of liability and disclaimers of warranties in this Section are essential elements of these Terms and that ekSource would not enter into the MSA or these Terms without such limitations.
13.4 Exceptions
Nothing in these Terms limits either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) a party's gross negligence or wilful misconduct; or (iv) any liability that cannot be excluded or limited under applicable law.
Section 14
Indemnification
14.1 Operator Indemnification
The Operator shall indemnify, defend, and hold harmless ekSource and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims arising out of or relating to:
- The Operator's or any Authorized User's use of the Platform in violation of these Terms
- Any Folio Post transaction transmitted through the Platform, including any unauthorized, fraudulent, or erroneous charge posted to a hotel guest's folio
- The Operator's breach of any representation, warranty, or obligation under these Terms or the MSA
- The Operator's violation of any applicable law or third-party right
- The Operator's failure to maintain Operational Prerequisites or to ensure Hotel Infrastructure availability
- Any claim by a hotel guest, hotel property, or PMS provider arising from the Operator's valet operations
14.2 ekSource Indemnification
ekSource shall indemnify, defend, and hold harmless the Operator from third-party claims alleging that the Platform, as provided by ekSource and used in accordance with these Terms, infringes any third-party United States patent, copyright, or trademark. This indemnity does not apply to infringement claims arising from Operator modifications, unauthorized combinations, or use in violation of these Terms.
14.3 Indemnification Procedure
The Indemnified Party must promptly notify the Indemnifying Party in writing of the claim, provide reasonable cooperation, and allow the Indemnifying Party sole control over the defense and settlement, provided the Indemnifying Party will not settle any claim that imposes obligations on the Indemnified Party without its prior written consent.
Section 15
Suspension of Access
15.1 Grounds for Suspension
ekSource may suspend the Operator's access immediately upon written notice, or without prior notice in urgent circumstances, if:
- The Operator's account has an outstanding balance more than fifteen (15) days past due
- ekSource determines that the Operator's use of the Platform poses an imminent security risk
- The Operator's PMS Credentials are compromised or suspected to be compromised
- ekSource receives notice from a PMS provider that the Operator's API access has been suspended or revoked
- The Operator is using the Platform in material violation of these Terms
- ekSource is required to do so by applicable law or governmental order
15.2 Effect of Suspension
During suspension, the Operator's Platform and API access will be disabled. Suspension does not relieve the Operator of its obligation to pay Fees accruing during the suspension period, except where suspension is caused solely by ekSource's breach.
15.3 Reinstatement
Following resolution of the cause of suspension, ekSource will reinstate access within a commercially reasonable time upon the Operator's written request and payment of all outstanding Fees.
Section 16
A2P SMS Terms and TCPA Consent
16.1 Applicability
This Section governs A2P SMS communications sent by ekSource to Prospects who submit the ValetBridge Contact Form or Demo Request Form, and to Authorized Users who provide SMS Consent. All A2P SMS communications comply with the TCPA, FCC regulations, applicable carrier policies, and CTIA Messaging Principles.
16.2 10DLC Registration
ekSource's A2P SMS communications are transmitted through registered 10DLC numbers with active campaign registration maintained with The Campaign Registry (TCR) for all ValetBridge SMS campaigns.
16.3 Express Written Consent
By affirmatively checking the SMS consent checkbox on the Contact Form or Demo Request Form (which is unchecked by default), a Prospect provides express written consent to receive A2P SMS from ekSource. The consent language presented on each form is:
“By checking this box and providing your mobile telephone number, you expressly consent to receive recurring informational and marketing text messages (SMS) from ekSource Technologies, Inc. regarding ValetBridge, sent via automated technology to the mobile number provided. Consent is not a condition of purchase or service. Message and data rates may apply. Message frequency varies. Reply STOP to unsubscribe at any time. Reply HELP for assistance. View our Privacy Policy and Terms of Use.”
16.4 Consent Not a Condition of Service
SMS Consent is voluntary and is not a condition of submitting an inquiry, requesting a demonstration, or entering into an MSA with ekSource.
16.5 Message Content Standards
All A2P SMS messages will identify ekSource/ValetBridge as the sender, include STOP opt-out instructions in every initial marketing message, and will not be sent between 9:00 PM and 8:00 AM in the recipient's local time zone.
16.6 Opt-Out Rights
Recipients may opt out by:
SMSReply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT to any message
EmailEmail privacy@valetbridge.io with subject line "SMS OPT-OUT" and the mobile number to be removed
WrittenSubmit a written opt-out request. Opt-outs are honored within ten (10) business days and are typically immediate.
16.7 Message and Data Rates
Message and data rates may apply as determined by the recipient's wireless carrier. Wireless carriers are not liable for delayed or undelivered messages.
16.8 CASL Compliance
To the extent ekSource sends commercial electronic messages to Canadian recipients, ekSource complies with the Canadian Anti-Spam Legislation (CASL), S.C. 2010, c. 23, including obtaining required consent and honoring unsubscribe requests within ten (10) business days.
Section 17
Term and Termination
17.1 Subscription Term
The Subscription Term commences on the MSA Effective Date and continues for the Initial Term specified in the MSA. Following the Initial Term, the MSA automatically renews for successive monthly periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
17.2 Termination by Operator for Convenience
The Operator may terminate for any reason upon thirty (30) days' written notice. Termination does not entitle the Operator to a refund of Fees paid prior to the termination effective date. Property Monthly Fees and PMS Setup Fees accrued during the notice period remain payable.
17.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice, or becomes insolvent or subject to bankruptcy proceedings. ekSource may additionally terminate immediately if the Operator uses the Platform for fraudulent or unauthorized Folio Posts, or if required by applicable law.
17.4 Effect of Termination
Upon termination: (i) all licenses terminate immediately; (ii) Platform and API access is disabled; (iii) all active property subscriptions are cancelled in Stripe; (iv) all accrued Fees become immediately due; and (v) Operator data is handled per the Privacy Policy.
17.5 Survival
The following Sections survive termination:
§2 Definitions
§5.10 No Refunds
§9 IP Rights
§10 Confidentiality
§11 Privacy
§13 Liability
§14 Indemnification
§17.4 Effect of Termination
§17.5 Survival
§18 General Provisions
§19 Arbitration
Section 18
General ProvisionsForce Majeure Expanded v1.1
18.1 Governing Law
These Terms and the MSA are governed by the laws of the Commonwealth of Virginia, United States of America, without regard to conflict of laws principles.
18.2 Notices
All notices must be in writing and delivered: (i) by personal delivery; (ii) by overnight courier; (iii) by certified mail with return receipt; or (iv) by confirmed email for non-termination notices. Notices to ekSource: legal@valetbridge.io, 13873 Park Center Rd, STE 55E, Herndon, Virginia 20171, USA.
18.3 Entire Agreement
The MSA, these Terms, the Privacy Policy, the DPA (if executed), and the Rate Schedule constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements and understandings.
18.4 Amendments
ekSource may amend these Terms upon thirty (30) days' written notice for material changes. Continued use after the effective date constitutes acceptance.
18.5 Assignment
The Operator may not assign these Terms without ekSource's prior written consent. ekSource may freely assign in connection with a corporate transaction upon written notice.
18.6 Severability
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions shall continue in full force.
18.7 Waiver
No failure or delay in exercising any right operates as a waiver thereof.
18.8 Force MajeureExpanded v1.1
Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by a Force Majeure Event. The following events expressly constitute Force Majeure Events with respect to ekSource's performance obligations:
Hotel Internet FailuresAny failure, outage, degradation, or interruption of internet connectivity at or serving any hotel property, including ISP outages, fiber cuts, or power failures.
PMS Provider Cloud OutagesAny unplanned outage, service interruption, or unavailability of Oracle Opera Cloud, Oracle OHIP gateway, StayNTouch, Agilysys, or any other Supported PMS Platform.
PMS Provider Scheduled MaintenanceAny planned maintenance window conducted by Oracle, StayNTouch, Agilysys, or any other Supported PMS Platform provider.
PMS API Breaking ChangesAny unilateral modification, deprecation, endpoint removal, authentication change, or schema modification made by a PMS provider to its API.
Hotel PMS Configuration IssuesAny suspension, revocation, modification, or misconfiguration of the hotel property's PMS API access settings or integration authorizations.
PMS Credential Expiration/RevocationAny expiration, rotation, revocation, or invalidation of PMS Credentials by the hotel property, PMS provider, or Operator.
AWS & Cloud Infrastructure EventsAny failure or degradation of Amazon Web Services infrastructure caused by events beyond ekSource's control, including AWS regional outages.
Telecommunications FailuresAny failure of internet backbone infrastructure, BGP routing failures, DNS resolution failures, or other telecommunications network failures.
CyberattacksDDoS attacks, ransomware attacks, or other cyberattacks directed at ekSource's infrastructure, PMS provider infrastructure, or Hotel Infrastructure.
Regulatory/Governmental ActionsAny law, regulation, order, sanction, or governmental action that restricts ekSource from providing the Platform services.
Natural Disasters & Physical EventsEarthquakes, floods, hurricanes, fires, power grid failures, or other physical events that damage data centers or telecommunications infrastructure.
Pandemic or Public Health EventsAny epidemic, pandemic, or public health emergency that materially disrupts ekSource's ability to maintain personnel or operational capacity.
The affected party will provide prompt written notice of the Force Majeure Event and will use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event affecting ekSource's performance continues for more than thirty (30) consecutive days, the Operator may terminate the MSA without penalty upon written notice.
18.9 Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship.
18.10 Export Compliance
The Operator represents that it is not located in, and will not use the Platform from, any country or territory subject to U.S. trade sanctions, and is not on any U.S. government prohibited parties list.
Section 19
Dispute Resolution and Binding Arbitration
19.1 Informal Resolution
Before initiating formal proceedings, the parties agree to attempt to resolve any Dispute through good-faith negotiation for thirty (30) days following written notice describing the Dispute.
19.2 Binding Arbitration
IF THE PARTIES CANNOT RESOLVE A DISPUTE WITHIN THIRTY (30) DAYS, THE DISPUTE SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION. BY ACCEPTING THESE TERMS, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES BEFORE A SINGLE NEUTRAL ARBITRATOR WITH EXPERIENCE IN COMMERCIAL TECHNOLOGY AGREEMENTS.
19.3 Arbitration Seat and Language
The seat and place of arbitration shall be Fairfax County, Virginia. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
19.4 Class Action Waiver
THE OPERATOR AND EKSOURCE EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS WAIVER IS FOUND UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THAT DISPUTE WILL BE RESOLVED BY A COURT OF COMPETENT JURISDICTION IN FAIRFAX COUNTY, VIRGINIA, NOT BY ARBITRATION.
19.5 Exceptions to Arbitration
Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to protect Confidential Information or Intellectual Property Rights without waiving the right to arbitrate the underlying Dispute.
19.6 Arbitration Fees and Costs
AAA fees shall be allocated per AAA rules. The prevailing party in any arbitration or court proceeding shall be entitled to recover reasonable attorneys' fees and costs to the extent permitted by applicable law.
Section 20
Contact Information
For questions, legal notices, or SMS opt-out requests related to these Terms:
ekSource Technologies, Inc.
Principal Office
13873 Park Center Rd, STE 55E, Herndon, Virginia 20171, United States of America
General Inquiries
contact@valetbridge.ioLegal Notices
legal@valetbridge.ioData Privacy / SMS Opt-Out
privacy@valetbridge.ioFor A2P SMS opt-out, reply STOP to any message from ValetBridge / ekSource, or email privacy@valetbridge.iowith subject line “SMS OPT-OUT” and the mobile number to be removed.
Issued by: ekSource Technologies, Inc. · ValetBridge is a proprietary product of ekSource Technologies, Inc., Herndon, Virginia, USA.
Document Version: 1.1 · Effective: April 15, 2026
© 2026 ekSource Technologies, Inc. All Rights Reserved.
Document Version: 1.1 · Effective: April 15, 2026
© 2026 ekSource Technologies, Inc. All Rights Reserved.
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