TERMS OF SERVICE FOR THE UNITED STATES

US-1. Application of U.S. federal and state law

This U.S. edition of the Terms of Service applies to hotels, motels, bed-and-breakfasts, vacation rentals, short-term rentals, hostels, ranches and lodges with their principal place of business in the United States of America, as well as to U.S.-based individuals (sole proprietors, LLC members, S-corp owners) using Vezpa to operate hospitality businesses. Vezpa observes, in addition to Italian law, the following U.S. legal sources where applicable:

US-1.1 Federal Trade Commission Act and FTC enforcement

The Federal Trade Commission Act (15 U.S.C. § 41 et seq.) prohibits "unfair or deceptive acts or practices in or affecting commerce" (Section 5). Vezpa's marketing claims, pricing disclosures, refund policies, automatic renewal terms and data security representations are designed to comply with the FTC Act and the following FTC guidance:

• FTC ".com Disclosures: How to Make Effective Disclosures in Digital Advertising" - Vezpa's pricing pages display the full subscription cost including any auto-renewal terms in close proximity to the call-to-action button.
• Restore Online Shoppers' Confidence Act (ROSCA, 15 U.S.C. § 8401 et seq.) - Vezpa requires affirmative consent for negative-option features (auto-renewal), provides clear disclosure of all material terms before billing, and offers a simple cancellation mechanism accessible from the user account.
• Negative Option Rule (16 C.F.R. § 425) - the renewal terms applicable to U.S. subscribers, including the cancellation method, are described in section 6 of these Terms.
• FTC "Click-to-Cancel" Rule (final rule effective January 19, 2025, 16 C.F.R. Part 425): U.S. subscribers may cancel their Vezpa subscription using the same medium they used to subscribe, in two clicks or fewer from the user dashboard.

US-1.2 Uniform Commercial Code (UCC) Article 2 - state implementations

Although Vezpa provides software-as-a-service (SaaS) rather than goods, U.S. courts in some states have applied UCC Article 2 by analogy to software contracts. The following provisions are particularly relevant:

• UCC § 2-207 (battle of the forms): Vezpa's Terms of Service constitute the controlling agreement between the parties; any conflicting terms in a customer's purchase order, RFP or subsequent communication are not part of the contract unless specifically accepted in writing by Vezpa management.
• UCC § 2-313 to § 2-316 (warranties): Vezpa expressly disclaims implied warranties of merchantability and fitness for a particular purpose to the maximum extent permitted by the law of the user's state of residence. The express limited warranty in section 11 of these Terms is the exclusive remedy.
• State-by-state variations: California Commercial Code Division 2; New York Uniform Commercial Code Article 2; Florida Statutes Chapter 672; Texas Business and Commerce Code Chapter 2.

US-1.3 California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)

For California residents and businesses, the CCPA (Cal. Civ. Code § 1798.100 et seq.) as amended by the CPRA grants additional consumer privacy rights. Although Vezpa is established outside the United States, where the thresholds of Cal. Civ. Code § 1798.140(d)(1) are met, Vezpa observes the following:

• Right to know what personal information is collected, used, shared or sold (Cal. Civ. Code § 1798.110).
• Right to delete personal information (Cal. Civ. Code § 1798.105).
• Right to correct inaccurate personal information (Cal. Civ. Code § 1798.106).
• Right to opt out of the sale or sharing of personal information (Cal. Civ. Code § 1798.120, 1798.121). Vezpa does not sell personal information; the "Do Not Sell or Share My Personal Information" notice is published in our U.S. Privacy Notice.
• Right to limit use of sensitive personal information (Cal. Civ. Code § 1798.121).
• Right to non-discrimination for exercising privacy rights (Cal. Civ. Code § 1798.125).
• California Privacy Protection Agency (CPPA): the agency enforcing the CPRA. Web: cppa.ca.gov.

Other state privacy laws relevant to U.S. operations of Vezpa users include the Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Connecticut Data Privacy Act (CTDPA), Utah Consumer Privacy Act (UCPA) and the laws of Iowa, Indiana, Tennessee, Oregon, Texas, Montana, Florida, Delaware, New Jersey, New Hampshire, Kentucky, Maryland, Minnesota, Rhode Island, Nebraska. Vezpa's privacy practices are designed to meet the most stringent of these standards.

US-1.4 Section 230 of the Communications Decency Act

Vezpa is a "provider of an interactive computer service" within the meaning of 47 U.S.C. § 230(f)(2). Under Section 230(c)(1), Vezpa is not treated as the publisher or speaker of any information provided by another information content provider, including content uploaded by U.S. property managers (room descriptions, photos, OTA listings, guest correspondence). Section 230 does not apply to violations of federal criminal law, intellectual property law, sex trafficking law (FOSTA-SESTA) or the Electronic Communications Privacy Act.

US-1.5 Electronic Signatures - E-SIGN and UETA

Acceptance of these Terms of Service by clicking "I agree" or by continued use of the service constitutes a valid electronic signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted by all U.S. states except New York (which has its own Electronic Signatures and Records Act). U.S. users explicitly consent to receive all communications relating to their Vezpa account in electronic form.

US-1.6 Mandatory binding arbitration and class action waiver - U.S. ONLY

For U.S.-based subscribers, except as expressly excluded below, all disputes between you and Vezpa arising out of or in connection with your use of the service shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Mediation Procedures, with the seat of arbitration in New York, New York. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this clause.

Class action waiver: U.S. subscribers and Vezpa each waive any right to bring or participate in any class, collective, mass or representative action against the other. Each party may bring claims only on its own behalf. If this waiver is unenforceable in a particular case, the entire arbitration clause shall be void as to that case, and the parties shall litigate in court.

Carve-outs: the following claims are not subject to arbitration: (i) small-claims court actions within the small-claims jurisdictional limits of the user's state of residence; (ii) actions to enforce intellectual property rights; (iii) injunctive relief sought in any U.S. federal or state court of competent jurisdiction; (iv) claims that, by mandatory law, cannot be subject to arbitration (e.g., certain CCPA enforcement actions).

30-day right to opt out of arbitration: U.S. subscribers may opt out of this arbitration clause by sending a written opt-out notice within 30 days of first accepting these Terms, by email to [email protected] with the subject line "U.S. Arbitration Opt-Out". Opting out does not affect the enforceability of any other provision.

US-1.7 Governing law and choice of forum for U.S. users

Notwithstanding the choice of Italian law in Section 17 of these Terms, claims by U.S. subscribers regarding the application of mandatory U.S. federal or state law (including consumer protection, antitrust and securities laws) are governed by the law of the U.S. state in which the subscriber maintains its principal place of business. Such claims, when not subject to mandatory arbitration under section US-1.6, may be brought in the federal or state courts located in the Southern District of New York or in the appropriate court of the user's state.

US-1.8 Tax compliance for U.S. operators

Vezpa is established in Italy and does not collect U.S. federal income tax, state sales tax, lodging tax or any U.S. tax on subscription fees. U.S. subscribers are responsible for self-assessing any applicable use tax in their state of residence (for example, Florida use tax under Florida Statutes Chapter 212). Vezpa issues invoices in U.S. dollars or euros at the subscriber's election and provides VAT-zero invoicing under Article 44 of the EU VAT Directive (B2B place of supply rules). Vezpa does not act as a marketplace facilitator for U.S. lodging tax purposes and does not collect or remit transient occupancy tax on bookings; the U.S. property remains the responsible party for all lodging tax obligations.

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

• "Vezpa" or "We" or "Company": Vezpa di Paolo Vezzola, VAT ID 04449070988, with registered office in Desenzano del Garda, via San Zeno, 67
• "Service" or "Platform": the Vezpa Property Management System (PMS) software, accessible via native app for iOS, Android, and Windows
• "User" or "Customer" or "You": the individual or entity using the Service
• "Property": hotel, B&B, vacation home, residence, or other hospitality property managed through Vezpa
• "Guest": end customer staying at a Property managed with Vezpa
• "Account": the User's personal profile on the Platform
• "Subscription": paid contract for use of the Service
• "OTA": Online Travel Agency (e.g., Booking.com, Airbnb, Expedia)

2. Acceptance of Terms

Accessing and using the Vezpa Service constitutes full acceptance of these Terms of Service.

If you do not accept these terms, you may not use the Service.

Registration on the Platform constitutes express acceptance of all terms contained herein.

3. Description of the Service

Vezpa is a PMS software platform that offers the following main features:

• Booking management: unified calendar for all rooms and properties
• Channel Manager: automatic synchronization with OTAs (Booking, Airbnb, Expedia, VRBO, Agoda, and others)
• Automated check-in: online self check-in for guests via WhatsApp/email
• Automated reporting: Police Authority, ISTAT, PayTourist (tourist tax) — where applicable
• Revenue Management: dynamic pricing system
• Booking Engine: booking engine for direct reservations from the property's website
• Payment management: integration with payment gateways
• Tourist tax: automated calculation and management

4. Registration and Account

4.1 Requirements

To use Vezpa you must:

• Be at least 18 years old
• Be legally authorized to enter into binding contracts
• Provide accurate, complete, and up-to-date information
• Operate a legally constituted hospitality property

4.2 Access Credentials

• You are responsible for the confidentiality of your credentials (email and password)
• You are responsible for all activities performed with your account
• You must immediately notify us of any unauthorized use of your account
• You may not share your account with unauthorized third parties

4.3 Account Suspension or Termination

We reserve the right to suspend or terminate your account in case of:

• Violation of these Terms of Service
• Failure to pay amounts due
• Fraudulent or unlawful use of the Service
• Conduct harmful to Vezpa or other users
• Illegal or suspicious activities

5. Plans and Pricing

5.1 Plan Types

Vezpa offers several subscription plans:

• Smart Plan: essential features for small properties
• Smart+ Plan: advanced features and multi-user
• Pro Plan: full features, RMS, and priority support

Current plan details are available at: /prezzi/

5.2 Payments

• Prices are expressed in Euro (EUR) and inclusive of VAT (USD billing may be available via Stripe)
• Payment is made via credit card, SEPA direct debit, or bank transfer
• Subscriptions are charged in advance (monthly, annually, etc.)
• The first charge occurs at the time of subscription
• Subsequent charges occur automatically at the end of each period

5.3 Automatic Renewal

Subscriptions automatically renew at the end of each period unless cancelled.

You will receive an email reminder 7 days before renewal.

5.4 Price Changes

• We reserve the right to modify prices with 30 days' notice
• Changes apply to subsequent renewals, not to already-paid periods
• If you do not accept the new terms, you may cancel the subscription before renewal

5.5 Upgrade and Downgrade

• Upgrade: you may switch to a higher plan at any time. You will pay the pro-rata difference for the remaining period
• Downgrade: you may switch to a lower plan. The change will take effect from the next renewal, with no refund for the current period

5.6 Additional Third-Party Costs

In addition to the subscription, costs may apply directly from third-party providers, including:

• Stripe fees on transactions processed through the Booking Engine or payment links
• OTA commissions applied directly by each channel (Booking.com, Airbnb, etc.)
• Optional integration costs to third-party services activated by the property

These costs are not collected by Vezpa and are governed by the respective contracts between the property and the provider.

6. Cancellation and Refunds

6.1 Subscription Cancellation

You may cancel the subscription at any time through:

• Your account settings in the dashboard
• Email to [email protected]

Cancellation takes effect at the end of the already-paid period. No partial refunds are provided.

6.2 Refund Policy

6.3 Non-Payment

In case of non-payment:

• Your account will be suspended 7 days after the payment due date
• You will receive email notifications before suspension
• You may reactivate your account by regularizing payment within 30 days
• After 30 days of non-payment, the account may be permanently deleted

7. User Obligations

7.1 Lawful Use

You agree to use Vezpa lawfully and in compliance with applicable law. It is prohibited to:

• Violate US federal, state, Italian, European, or other applicable laws
• Upload illegal, defamatory, obscene, or offensive content
• Violate third-party rights (copyright, privacy, etc.)
• Use the service for fraudulent activities
• Attempt to access other users' data
• Interfere with the operation of the platform
• Perform web scraping or reverse engineering
• Resell or transfer the service without authorization

7.2 Regulatory Compliance

You are responsible for ensuring that your property and your use of Vezpa comply with:

• National and local tourism regulations
• Tax obligations (issuance of invoices, tourist taxes, sales/occupancy taxes where applicable)
• Mandatory reporting (Police Authority, ISTAT where applicable)
• Anti-money laundering regulations
• GDPR (applicable when Vezpa processes personal data of individuals in the European Economic Area) and US state privacy laws including the CCPA/CPRA (where the property acts as Data Controller / Business for guest data)
• Safety and hygiene regulations

7.3 Data Entered

You are responsible for:

• Entering accurate and up-to-date data
• Verifying the correctness of guest data
• Performing periodic backups of your data (where possible)
• Correctly configuring rates, availability, and settings

8. Intellectual Property

8.1 Vezpa's Ownership

All intellectual property rights related to Vezpa (software, code, design, logo, content, documentation) are the exclusive property of Vezpa di Paolo Vezzola.

You are granted a limited, non-exclusive, non-transferable license to use the Service under these Terms.

8.2 Limitations

You may not:

• Copy, modify, or distribute the software
• Decode, decompile, or reverse engineer
• Remove logos, copyrights, or trademarks of Vezpa
• Create derivative works based on Vezpa
• Resell or sub-license the service

8.3 Your Data Ownership

Your data remains your property.

You grant us a limited license to process your data solely to provide the Service.

9. Limitation of Liability

9.1 Disclaimer

The Service is provided "as is" and "as available".

Vezpa does not warrant that:

• The service will be always available or error-free
• All bugs will be corrected
• The service will meet all your needs
• Transmitted data is completely secure (despite adopting best measures)

9.2 Limitations of Liability

9.3 Maximum Limit

Except in cases of willful misconduct or gross negligence and for non-derogable consumer rights, Vezpa's aggregate liability to the professional User will not exceed the greater of:

• the amount paid by the User to Vezpa in the past 12 months, or
• EUR 1,000.00.

This limit does not apply to personal injury damages or to anything that cannot be limited by law.

9.4 Backup and Data Security

Although we perform regular backups, we strongly recommend that you:

• Export your data regularly
• Keep local backup copies
• Do not rely exclusively on our backups

10. Mutual Indemnification

10.1 User's Indemnification of Vezpa

The User agrees to indemnify Vezpa from any third-party claims arising from:

• Violation of these Terms of Service by the User
• Violation of third-party rights by the User
• Unauthorized or unlawful use of the Service
• Incorrect, unlawful data or data processed without a valid legal basis by the User as Data Controller
• Failure by the property to comply with obligations that the law imposes directly on the Data Controller (e.g., notice to guests, document retention)

10.2 Vezpa's Indemnification of the User

Vezpa indemnifies the User against third-party claims caused by:

• Violation by Vezpa of the Data Processing Agreement or Data Processor obligations under art. 28 GDPR
• Infringement of third-party intellectual property rights caused directly by the Vezpa software (excluding third-party components integrated at the User's choice)

Indemnification is subject to: prompt notice, cooperation by the indemnified party, no settlement without the indemnifier's consent. The limit in Section 9.3 applies.

11. Changes to the Service

We reserve the right to:

• Modify, update, or improve the Service at any time
• Add or remove features
• Change the user interface
• Temporarily interrupt the service for maintenance

We will endeavor to notify material changes in advance.

11.1 Scheduled Maintenance

We may perform scheduled maintenance with temporary service interruption. We will notify at least 24 hours in advance via email and dashboard.

12. Third-Party Integrations

Vezpa integrates with numerous third-party services (OTAs, payment gateways, SMS/email services, etc.).

• Use of these services is subject to their terms and conditions
• We are not responsible for malfunctions or problems arising from third-party services
• Some integrations may have additional costs

13. Service Termination

In case of service termination (by you or us):

• You will have 30 days to export all your data
• After 30 days, data may be permanently deleted
• No refunds are provided for unused periods (except as required by law)

13.1 Platform Shutdown

Should we decide to shut down Vezpa:

• We will notify at least 90 days in advance
• You will have sufficient time to migrate to other solutions
• We will provide support for data export

14. Changes to Terms of Service

We may modify these Terms at any time.

Material changes will be communicated with:

• Email to registered users (at least 15 days in advance)
• Banner in the dashboard
• Publication of the new version with evidence of changes

Continued use of the service after changes constitutes acceptance of the new terms.

If you do not accept the changes, you may cancel the subscription before they take effect.

15. Privacy and Data Protection

The processing of personal data is governed by the following documents, all of which are integral parts of these Terms:

• Privacy Policy — notice under art. 13 GDPR and US state privacy laws
• California Privacy Rights — CCPA/CPRA-specific disclosures
• Data Processing Agreement (DPA) — contract under art. 28 GDPR, applicable when the property uses Vezpa to process guest data
• Sub-processor List — updated with 30 days' notice before changes
• Cookie Policy

16. Governing Law and Jurisdiction

16.1 Professional Users (B2B)

For professional Users, these Terms are governed by Italian law, and the Court of Brescia, Italy has exclusive jurisdiction.

16.2 US Users

Users located in the United States may, in addition to remedies provided by Italian law, pursue small claims in their local state court. Any class action waiver is subject to local mandatory rules. US users additionally benefit from any non-waivable rights under applicable US federal and state law.

16.3 Consumer Users (EU)

If the User qualifies as a consumer under EU law or the law of their country of residence:

• The mandatory provisions of the law of the consumer's habitual residence apply (art. 6 Rome I Regulation);
• The consumer may sue in the courts of their domicile (art. 18 Brussels I bis Regulation), and Vezpa may only sue in the consumer's domicile courts;
• The EU ODR platform remains available: ec.europa.eu/consumers/odr.

16.4 Alternative Dispute Resolution

Before resorting to the judicial authority, the parties undertake to attempt an amicable settlement of the dispute through written complaint to [email protected], with a reasoned response within 30 days.

17. General Provisions

17.1 Communications

All official communications will be made via email to the address provided during registration.

It is your responsibility to keep your email address up to date.

17.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without our written consent.

Vezpa may assign these Terms in the event of a merger, acquisition, or transfer of business.

17.3 Partial Invalidity

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions remain fully valid and effective.

17.4 Waiver

Vezpa's failure to exercise a right does not constitute waiver of that right.

17.5 Force Majeure

We will not be liable for delays or failures to perform due to force majeure (natural disasters, wars, large-scale cyberattacks, pandemics, etc.).

17.6 Third-Party Trademarks

The trademarks Booking.com™, Airbnb®, Expedia®, VRBO®, Agoda® and any other OTA channel integrated via STAAH are the exclusive property of their respective owners. The use of such trademarks in the platform is for descriptive purposes only and does not imply sponsorship, affiliation, or endorsement. No content of the Vezpa platform shall be understood as issued or approved by the respective trademark owners.

18. Assistance and Support

Support is included in all paid plans:

• Email: [email protected] (response within 24-48 business hours)