These are the general terms and conditions of each of: (1) Katanox B.V. (KBV) (2) Katanox Capital B.V. (KCapital) (3) Katanox Financial Technology B.V. (KFTBV) (4) Katanox Financial Technology Ltd. (KFTUK) (5) Katanox Financial Technology Inc. (KFTUS).

1. Definitions and interpretation

1.1 These General Terms and Conditions apply to each Agreement and the Commercial Schedule.

1.2 In the Agreements, unless the context requires otherwise, the following terms have the meaning set out below. Terms defined in a Commercial Schedule or an Addendum shall have the same meaning in these General Terms and Conditions when used in relation to the relevant Services, unless expressly stated otherwise. Additional defined terms shall have the meanings given to them in the clauses in which they are defined.

1. Distributions Addendum;
2. Payments Addendum; and
3. Payment Advances Addendum | | Affiliate | in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party | | Agreement | each Master Services Agreement, Commercial Schedule, each Addendum, these General Terms and Conditions, and any other agreement, schedule, addendum, order form, statement of work, DPA, policy, exhibit or other document entered into, incorporated by reference or otherwise in force between a Counterparty and any Katanox Entity in connection with the Services | | AML Information | any information, documentation and records required by Katanox for anti-money laundering, counter-terrorist financing, sanctions, anti-corruption, fraud prevention, CDD, ongoing monitoring or related compliance purposes | | Applicable Law | any applicable law, statute, regulation, directive, rule, regulatory technical standard, court order, regulatory requirement, supervisory expectation, payment scheme rule, card network rule or other binding requirement applicable to a Party, the Services, the Platform, the Payment Services, the Payment Advances or any transaction processed through the Platform | | Application | any Buyer-facing website, mobile application, booking tool, platform, API integration or other application that connects to, accesses or uses the Platform to create, manage, amend, cancel, display or process Bookings or related payment steps | | Available Payment Advances Limit | the Payment Advances Limit less the Outstandings | | Beneficiary | the person intended to receive funds in connection with a Booking, Payment Transaction, Settlement, Commission, payout, refund or other payment flow under the Agreements | | Booking | a reservation, order or booking of Accommodation created, amended, cancelled, materialised or otherwise processed through or in connection with the Platform | | Booking ID | a unique identifier provided by a Seller for a Booking | | Business Day | any day (excluding in any case Saturdays, Sundays and official local public holidays) on which banks are generally open for the transaction of normal banking business in: a) Amsterdam in respect of KFTBV; b) New York in respect of KFTUS; and | | | c) London in respect of KFTUK | | Buyer | a Counterparty that accesses or uses the Platform, directly or indirectly, to source, book, purchase, distribute, resell or otherwise arrange Accommodation inventory from or through a Seller, including: a) an agent in the money flow; b) an agent out of the money flow; c) a merchant of record; or d) a direct purchaser of Accommodation inventory | | Calendar Day | a consecutive twenty-four (24) hour period | | CDD | customer due diligence and related onboarding, verification, screening, monitoring and review measures conducted by Katanox | | Client Funds | funds received from, or for the benefit of, a payment service user for the execution of a payment transaction or otherwise required to be segregated, protected or safeguarded under Applicable Law | | Commercial Schedule | the commercial schedule, order form or similar document entered into between the relevant Parties and designated as such that identifies the selected Services, commercial terms, Fees, pricing schedules, operational parameters and any applicable Addendum(s) | | Commission | any commission, margin, rebate or other amount payable to, or retained for the benefit of, a Buyer in connection with a Materialised Transaction, as agreed between the relevant Buyer and Seller or configured on the Platform | | Commission Rate | the percentage of the Total Booking Value payable by the relevant Seller to the relevant Buyer for each Materialised Transaction, as agreed upon between them | | Connection | the Platform API, being the system that links Sellers’ booking systems to Buyers’ Applications, allowing Katanox to track and reconcile the traffic between the two | | Counterparty | any Buyer, Seller, or other contracting party that entered into an Agreement (excluding Katanox itself) | | DCC | the Dutch Civil Code | | Default | any Event of Default or breach, event, circumstance or failure that, with the giving of notice, expiry of a remedy period, passage of time or making of a determination, would constitute an Event of Default | | Delayed Payment Fees | fees payable by a Buyer in respect of delayed payment of Outstandings or other amounts under the Payment Advances Addendum as described therein | | Direct Debit Mandate | any SEPA, ACH, Bacs or other direct debit mandate or authorisation given by a Buyer for the collection of amounts payable under an Agreement | | Discharge Date | the date upon which all Outstandings and other amounts due by the Buyer under the Payment Advances Addendum have been irrevocably paid in full and no more amounts can become due thereunder, as determined by Katanox | | Distribution Fees | the transaction-based fees payable to Katanox in connection with Bookings, payment transactions, Settlement or Payment Services | | Distributions Addendum | the Agreement pursuant to which Katanox provides Distribution Services to a Counterparty | | Distribution Services | the Distribution Services provided by Katanox to a Counterparty pursuant to the Distributions Addendum | | DPA | a Data Processing Agreement entered into between Katanox and a Counterparty relating to the processing of data | | Event of Default | any event or circumstance defined as such in these General Terms and Conditions | | Fee Free Period | any period specified in the Commercial Schedule or the Payment Advances Addendum during which Delayed Payment Fees do not accrue on the relevant Outstandings | | Fee | any transaction fee, service fee, Katanox Fee, FX Fee, processing fees, refund fees, default fees, cancellation fees, Delayed Payment Fees, administrative fees, charges, costs and other amounts payable to, or retained by, Katanox under or in connection with an Agreement | | Finance Provider | any bank, ledger, funder, financing partner, receivables purchaser, payment advances provider or other provider of financing to Katanox or in relation to the Services | | Fix | a repair, removal or replacement of functionality or code in the Services, or the provision of a Workaround, intended to address or remedy an issue | | Fraudulent Reservation | a Booking or an attempted Booking that Katanox reasonably determines to be fraudulent, unauthorised, unlawful, suspicious, abusive or connected to financial crime, misuse of the Platform or a circumvention of an Agreement | | FX Fee | any fee, margin, markup, spread, intermediary bank fee, cross-border charge or similar amount applied in connection with a currency conversion or cross-currency payment | | General Terms and Conditions | these general terms and conditions | | Guest | each end customer, traveller or other individual who stays, or is intended to stay, at an Accommodation, or who otherwise benefits from a Booking | | Gross Amount | the total amount payable in respect of a Booking, before deduction of Commission, Fees, FX Fees, refunds, reversals, Taxes, charges or other applicable deductions | | Initial Response | acknowledgement by Katanox that it has received a Valid Issue Report, including (where applicable) confirmation of the assigned Priority level and the commencement of Problem Diagnosis | | Initial Response Time | the time elapsed between Katanox’ receipt of a Valid Issue Report and the Initial Response | | Intellectual Property Rights | all intellectual property and proprietary rights, whether registered or unregistered, including copyrights, trademarks, database rights, trade names, domain names, designs, patents, know-how, trade secrets, software rights, APIs, data, documentation and materials | | Interim Repayment Trigger | has the meaning given thereto in the Commercial Schedule | | Issue | a malfunction in the Services that materially affects a Counterparty’s use of, or performance of the Services and which is reproducible by Katanox or otherwise reasonably evidenced through logs, monitoring data, or other diagnostic information | | Katanox | each relevant Katanox Entity that is party to an Agreement or, where the context requires, the Katanox group generally | | Katanox Entity | each of KBV, KCapital, KFTBV, KFTUK, KFTUS, and any Affiliate or successor of any of them from time to time | | Katanox Fintech | the relevant licenced or registered Katanox financial technology entity providing the Payment Services or the Payment Advances, including KFTBV for EEA-related Payment Services, KFTUK for UK-related Payment Services and KFTUS for US-related Payment Services, as applicable:

Stichting Derdengelden Katanox, a foundation (stichting) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its office address at Frederiksplein 1-1, 1017 XK Amsterdam, the Netherlands and registered with the Chamber of Commerce (Kamer van Koophandel) under number 85714267 | | Katanox Material | the Platform, Service Documentation, APIs, software, code, technical documentation, credentials, data, reports, content, templates, materials, know-how, trademarks, databases, website(s) and accompanying artwork, web design, lay-out and website texts, logos and other materials of, or made available by, any Katanox Entity, as well as any Intellectual Property Rights in respect of any of the foregoing | | KBV | Katanox B.V., the ultimate parent company of the Katanox group, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its office address at Frederiksplein 1-1, 1017 XK Amsterdam, the Netherlands and registered with the Chamber of Commerce (Kamer van Koophandel) under number 75629763 | | KCapital | Katanox Capital B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, and its office address at Frederiksplein 1-1, 1017 XK Amsterdam, the Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) under number 97499951 | | KFTBV | Katanox Financial Technology B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, wholly owned by Katanox B.V., having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its office address at Kleine Gartmanplantsoen 21-6, 1017 RP Amsterdam, the Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) under number 85692549; a payment institution licenced by the Dutch National Bank under the Wet op het financieel toezicht (Wft) under number: R191381 | | KFTUK | Katanox Financial Technology Ltd., a private limited liability company incorporated under the laws of the United Kingdom, wholly owned by Katanox B.V., having its office address at 2 Eastbourne Terrace, London W2 6LG, United Kingdom, registered with the Companies House under number 14423621; a payment institution authorised by the Financial Conduct Authority (FCA) (FRN: 1016883) under the Payment Services Regulations 2017 | | KFTUS | Katanox Financial Technology Inc., a corporation incorporated under the laws of Delaware, United States, wholly owned by Katanox B.V., having its office address at 134 N 4th Street, Brooklyn, New York, 11249, registered with the Financial Crimes Enforcement Network (FinCEN) as a Money Services Business (MSB) under number 31000246128534 under the Bank Secrecy Act (BSA) and applicable FinCEN regulations | | KYC Information | information and documentation relating to a Counterparty’s identity, business activities, ownership, control, directors, shareholders, authorised signatories, ultimate beneficial owners (UBOs), financial health, regulatory status, transaction profile and any other information reasonably required for CDD, AML, sanctions, anti-corruption, fraud prevention, risk or compliance purposes | | Materialisation Event | the event determined by the applicable Accommodation Policies and configured or detected through the Platform, upon which a Booking becomes payable or otherwise gives rise to a payment, Commission, payout, settlement or Payment Advance | | Materialised Transaction | any Booking or related transaction in respect of which a Materialisation Event has occurred | | Material Update | an update released to address any confirmed security or compliance issue that may or does result in a material breach of Applicable Law, or a material compromise to the confidentiality, integrity or availability of systems, data or regulated services | | Master Services Agreement | the Agreement pursuant to which Katanox provides the Counterparty with access to the Platform | | Outstandings | the total aggregate amount from time to time of all Payment Advances, fees, costs, charges, interest, Default Fees, Delayed Payment Fees and other amounts payable or owing by a Buyer to the Payment Advances Provider or any other Katanox Entity under or in connection with the Payment Advances Addendum | | Party | a party to an Agreement, and Parties means all of them | | Payment Advance | any amount advanced, funded, made available or paid by a Payment Advances Provider in connection with a Booking or payment obligation under the Payment Advances Addendum | | Payment Advances Addendum | the Agreement pursuant to which Katanox Fintech provides short-term credit to a Buyer by way of transactionlinked payment advances | | Payment Advances Provider | Katanox Fintech or the Finance Provider providing funding or administering Payment Advances under the Payment Advances Addendum | | Payment Date | a) each Settlement Date; and b) each time at which the Payment Advances Provider determines that the Available Payment Advances Limit is equal to or less than the Interim Repayment Trigger | | Payment Details | the bank account details, direct debit details, payment instructions, references and other information required for payment or collection of amounts under an Agreement as provided by the Counterparty in the Commercial Schedule or through the Platform | | Payment Instruction | any instruction to any Katanox Entity to execute, process, settle, reverse, refund or otherwise carry out a payment transaction | | Payments Addendum | the Agreement pursuant to which Katanox provides Payment Services to a Counterparty | | Payment Service Provider | any bank, payment institution, electronic money institution, acquiring bank, processor, card network, payment scheme, banking partner, correspondent bank or other provider involved in the collection, processing, safeguarding, settlement, reversal or refund of payments | | Payment Services | the payment processing, collection, safeguarding, settlement, payout, reconciliation, refund, reversal, FX and related regulated or operational payment services provided or facilitated by Katanox Fintech under the Payments Addendum | | Payout Schedule | a predetermined timeline and set of rules that dictates when, how often and in what amounts funds will be distributed to a Counterparty, as agreed in the Commercial Schedule | | PCI DSS | the Payment Card Industry Data Security Standard, as amended or replaced from time to time | | Periodic Review | any periodic, event-driven or risk-based review conducted by Katanox in relation to a Counterparty’s KYC Information, AML Information, financial health, compliance status, transaction profile, risk profile or use of the Services | | Platform | the Katanox platform, APIs, systems, software, interfaces, dashboards, tools, databases and related technology through which the Services are made available or performed | | PMS | a property management system, central reservation system, channel manager or any other operating system used by a Seller in connection with Accommodation inventory rates, availability and Booking policies | | Priority 1 Coverage (24/7) | in relation to technical support provided by Katanox, twenty-four (24) hours per day, seven (7) days per week, including weekends and public holidays | | Priority 1 Issue | an Issue that renders the Services critically inoperative or critically downgraded, including where: a) the Services are completely shut down; b) mission critical operations are down; or c) core Service functions are unavailable to the majority of users | | Priority 2 Issue | an Issue that significantly downgrades the Services’ performance or materially impacts key functionality, but does not meet the threshold for a Priority 1 Issue | | Priority 3 Issue | an issue that affects a Counterparty’s use of the Services, but does not critically or significantly downgrade Service performance (including minor defects, questions or cosmetic issues) | | Problem Diagnosis | the investigation of the Issue by Katanox following receipt of a Valid Issue Report from a Technical Contact, in order to determine the nature, origin, scope and Impact of the Issue, in accordance with the Support Service Levels set out in clause 5.12 | | Processing Currency | the currency in which the relevant Booking, Guest payment or transaction is made or otherwise processed, as configured on the Platform, specified in the Commercial Schedule or otherwise determined under an Agreement | | Refund | any refund, repayment, return, reversal, chargeback, Rtransaction, cancellation-related payment or other amount | | | returned or payable back to a Buyer, Seller, Guest or other person | | Relevant Funds $\boldsymbol{/}$ Client Funds / Customer Funds | funds that are subject to safeguarding requirements under the UK Payment Services Regulations 2017, the Payment Services Directive 2 (PSD2) and funds required to be protected under applicable FinCEN Money Service Business (MSB) requirements and State Money Transmitter Licensing (MTL) requirements, which are maintained in a segregated, bankruptcy-remote “For the Benefit of” (FBO) account at an FDIC-insured institution, including sums received from, or for the benefit of, a payment service user for the execution of a payment transaction by that payment service user | | Relevant Information | all information, documents, records, confirmations, explanations and evidence reasonably requested by Katanox from a Counterparty in connection with an Agreement, the Services, CDD, AML, sanctions, anticorruption, fraud prevention, risk, compliance, financial health, audits, investigations of Periodic Reviews | | Resolution | a permanent Fix that restores the Services to substantially normal operation | | R-transaction | any return, refund, reversal, reject, refusal, revocation, recall, chargeback, dishonour, unauthorised transaction claim or similar transaction or adjustment under the SEPA, ACH, Bacs, CHAPS, Fedwire, card network, banking, payment scheme or other applicable payment system rules | | Safeguarded Account | any bank account, trust account, stichting derdengelden account, FBO account, client money account or other account used to hold, segregate or safeguard Client Funds, Relevant Funds or other safeguarded funds in accordance with Applicable Law | | Schedule | a schedule to an Agreement or Addendum | | Security | any mortgage, lien, pledge, charge, assignment by way of security, retention of title, right of set-off, financial collateral arrangement or other security interest or arrangement having a similar economic effect | | Seller | a Counterparty that provides, sells, distributes or makes available Accommodation inventory, rates, availability, Accommodation Content or related services through or in connection with the Platform | | Service Documentation | all documentation provided by Katanox to a Counterparty in connection with any Service | | Service(s) | the services provided or made available by Katanox under an Agreement including Distribution Services, Payment Services, Payment Advances, Platform access, support, connectivity, content distribution, messaging relating to Bookings, payment processing, settlement, reconciliation and related services | | Settlement | the allocation, release, transfer or payout of funds to or for the benefit of a Beneficiary in connection with a payment transaction, Booking, Commission, Net Seller Payout, Net Commission, Refund or other payment flow | | Settlement Account | a verified external bank account or payment account in the name of the relevant Beneficiary and accepted by Katanox for Settlement | | Settlement Currency | the currency in which Settlement is to be made to the relevant Beneficiary, as configured on the Platform, specified in the Commercial Schedule or otherwise determined under an Agreement | | Settlement Date | has the meaning given thereto in the Commercial Schedule |

1.3 In these General Terms and Conditions, as well as in any Agreement:

(a) headings are for ease of reference only and shall not affect the interpretation or construction thereof;(b) any reference to a clause therein is to a clause thereof, unless a contrary indication appears;

(c) claims include any claims whether actual, contingent, present, future, due or not due, of any nature and arising on any ground;

(d) a Default or an Event of Default is continuing if it has not been waived by Katanox or remedied, to the extent the possibility of remedy has expressly been provided. Events of Default which are not capable of remedy include any Event of Default the description of which includes “incurable”;

(e) any determination or assessment by Katanox means a determination or assessment made in its absolute discretion and to determine or to assess and conjugations thereof are construed accordingly;

(f) include, including, and similar terms are construed so as to be followed by “but not limited to”;

(g) Netherlands refers to the Kingdom of the Netherlands, being the geographical part of the Kingdom of the Netherlands located in Europe but excluding, for the avoidance of doubt, any overseas nations forming part of the Kingdom of the Netherlands (such as Aruba, Curacao and St. Maarten) and any overseas special public bodies of the Kingdom of the Netherlands, (such as Saba, St. Eustacius and Bonaire);

(h) obligations include any obligations whether actual, contingent, present, future, due or not due, of any nature and arising on any ground; (i) a person includes a natural person, a legal person (within the meaning of sections 2:1 to 2:3 inclusive DCC), a general partnership, a limited partnership, partnership or other entity and any other temporary or permanent joint venture as well as similar entities incorporated under the laws of any jurisdiction other than the Netherlands;

(j) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(k) reversing a payment or transaction in relation to a Direct Debit Authorisation includes returning and rejecting it and requesting a refund thereof and storneren in any manner;

(I) by any person or party includes on behalf of that person or party;

(m) wilful misconduct means opzet, gross negligence means grove nalatigheid and fraud means bedrog;

(n) any reference to any Agreement, Addendum, these General Terms and Conditions, or any other provision, document or arrangement between any Katanox Entity and any Counterparty shall be a reference to the same as amended or restated from time to time;

(o) recitals and schedules form an integral part of any Agreement, the Commercial Schedule, the Addendum, or any other document they are included in, or attached to, as applicable;

(p) a provision of law is a reference to that provision as amended or re-enacted from time to time;

(q) any references to websites are subject to amendment by Katanox;

(r) any reference to the singular shall include a reference to the plural (and vice versa), any reference to the masculine shall include all other genders (and vice versa); and

(s) a time of day, if no time zone is included with it, is a reference to the time in Amsterdam, the Netherlands.

1.4 No provision of these General Terms and Conditions or of any Transaction Document may be interpreted to the detriment of a Party for the reason that that Party was responsible for advancing (any part of) that provision or for the drafting of (any part) thereof.

1.5 References to Dutch legal concepts are deemed to have the meaning given to them in Dutch legislation and prevailing case law, unless otherwise expressly apparent. References to Dutch legal concepts are deemed to refer in relation to any other legal system to the concept that most closely approximates the Dutch legal concept in that legal system.

2. Order of precedence

If there is any conflict or inconsistency between the Agreements, the following order of precedence applies

An earlier document in this list prevails over a later one only to the extent of the conflict, and an Addendum applies only if it has been entered into by the Parties (through selection in the Commercial Schedule or otherwise).

3. Amendments; waivers

3.1 Katanox may amend any Agreement by giving the Counterparty prior written notice (an Amendment Notice) of at least thirty (30) days. The following process applies:

3.2 No amendment to any Agreement is effective unless made in writing and signed by all Parties thereto, except where an Agreement expressly permits unilateral amendments.

3.3 A waiver of any right or remedy is effective only if given in writing, will be limited to its explicit scope, and does not operate as a waiver of any subsequent breach or Default.

4. Undertakings of Katanox

4.1 Katanox shall provide each Counterparty with access to its account on the Platform, by means of a user ID and password or other digital identification method, which allows the Counterparty to monitor its Bookings. The Platform displays details of the Counterparty’s Bookings, Materialised Transactions, payments facilitated through the Platform and the corresponding Commission payable by Sellers to Buyers.

4.2 Katanox shall, subject to the Agreements, use its commercially reasonable efforts to provide the Services, including technical support, twenty-four hours per day, seven days per week, except for:

4.3 Katanox shall make Accommodation Content available through the Platform in accordance with the applicable Accommodation Policies, based on data provided by Sellers. Katanox does not operate a consumer-facing interface; the presentation of Accommodation Content to end users (including Guests) is the responsibility of the relevant Buyer. Each such party shall ensure that the Accommodation Policies are displayed in a clearly visible and downloadable form, in accordance with Applicable Law.

4.4

4.5 Except as expressly stated, Katanox provides its Services “as is” and “as available” to the maximum extent permitted by law, and disclaims any warranties, conditions, or representations (express, implied, oral or written).

4.6 Unless otherwise agreed, Katanox’ partnership with Sellers is non-exclusive: Sellers may also offer their Accommodations through other platforms or travel agents.