1. Purpose

WYND will provide its WYND Sentry sensors, cloud‑based analytics, and remote installation and on going support (“Services”) for Hotel properties to detect smoking, noise, and other disturbance events (“Events”). In exchange for the no‑cost use of the Hardware and Services, Hotel will share with WYND a portion of all guest fines that result from Events detected by WYND Sentry.

2. WYND Responsibilities

1. Provide Hardware & Software. Ship the quantity of Sentry devices specified in the associated quote or order form. Wynd will preprogram these units based on the customer’s wifi SSID/Password for simple plug and play.
   
   

2. Remote Triage. Provide commercially reasonable remote support to review sensor performance and advise Hotel staff.
   
   

3. No On‑Site Services. WYND will not install, physically maintain, or service devices on Hotel premises unless contracted to do so.
   
   

3. Hotel Responsibilities

1. Installation & Connectivity. Unless otherwise agreed to, the Hotel will install devices in the appropriate electrical outlet in each room per manufacturer specifications, and maintain reliable and compatible Wi‑Fi internet at its sole cost and risk. Wynd will provide preprogramming and remote and ongoing support.
   
   

2. Event Response & Fine Collection. Hotel is solely responsible for (a) confirming an Event on‑site following agreed-upon process, (b) interacting with guests, and (c) charging and collecting any fines.
   
   

3. Ownership & Care. All Hardware, firmware, software, and related intellectual property remain the sole property of WYND. The hotel will not sell, encumber, reverse engineer, or relocate devices without WYND’s prior written consent.
   
   

4. Revenue Share; Payment Terms

1. Definitions.
   “Qualifying Fine” means a monetary charge assessed to a guest that (i) is based on smoking, noise, or disturbance conduct; (ii) is triggered by a time‑stamped WYND Sentry alert; and (iii) is actually collected by the Hotel.
   
   

2. Split. Hotel shall remit 70 % of each Qualifying Fine to WYND.

Example Remittance (for illustration only): If Hotel charges fifteen (15) qualifying fines of $200 each in a calendar month, the remittance due to WYND is 15 × $200 × 70 % = $2,100.

3. Reporting & Remittance. Within three (3) business days after each calendar month, Hotel will email WYND a statement showing (a) each Qualifying Fine, date, room number, and amount collected, and (b) total remittance due. Payment is due net 5 business days from WYND’s invoice or Hotel’s report, whichever is earlier. Late amounts accrue interest at 1.0 % per month.
   
   

4. Audit Rights. WYND may, on ten (10) business days’ written notice and no more than twice per calendar year, audit the Hotel’s relevant books and electronic records (guest folios, POS export, PMS reports) to verify compliance. Any underpayment greater than 5 % triggers reimbursement of audit costs and immediate payment of all sums owed. 

5. Term; Termination; Hardware Return

1. Initial Term. Begins on the earlier of (a) the date the first Sentry device connects to Hotel’s network or (b) 30 days after shipment, and continues until terminated under this Section.
   
   

2. Mutual Convenience Termination. Either Party may terminate without cause on 90 days’ written notice.
   
   

3. Return of Hardware. Upon termination, Hotel shall (i) uninstall and securely pack all Hardware, (ii) ship it, freight prepaid and insured, to WYND’s designated facility within 15 days, and (iii) remain liable for loss or damage in transit. 
   
   

6. Limited Warranty & Disclaimers

1. Sensor warranty. During the life of the agreement, Wynd warrants that the sensors will function as described or Wynd will remotely update and if necessary replace any faulty sensors. THIS IS THE SOLE WARRANTY. WYND MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES.
   
   

7. Limitation of Liability

1. Consequential Damages Waiver. WYND WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
   
   

2. Liability Cap. WYND’s total cumulative liability under this Agreement will not exceed the revenue actually paid to WYND by the Hotel in the two (2) months preceding the event giving rise to the claim.
   
   

3. Indemnification by Hotel. Hotel will defend and hold WYND harmless against any third‑party claim arising from Hotel’s installation, operation, guest interactions, or regulatory obligations relating to fines or data collection.
   
   

8. Compliance & Taxes

Hotel bears all responsibility for compliance with local laws, license requirements, guest disclosures, and tax collection on fines.

9. Confidentiality

Commercial terms, data, sensor thresholds, and software are WYND confidential information. Hotel will not disclose them to any third party without WYND’s prior written consent.

10. Miscellaneous

• Independent Contractors. Nothing creates a partnership or agency.
  
  

• Assignment. Hotel may not assign or transfer this Agreement without WYND’s written consent; WYND may freely assign to an affiliate or acquirer.
  
  

• Governing Law. The laws of the State of Delaware, excluding its conflict provisions, govern this Agreement. Venue shall lie exclusively in state or federal courts located in Wilmington, Delaware, and the Parties consent to personal jurisdiction therein.
  
  

• Force Majeure. Neither Party is liable for delay caused by circumstances beyond its reasonable control.
  
  

• Entire Agreement; Order of Precedence. This Agreement, together with any executed Quote or Order Form that references it, is the complete and exclusive statement of the Parties’ understanding and supersedes all prior proposals and discussions regarding revenue sharing for WYND Sentry. In the event of conflict, this Agreement controls.
  
  

• Amendment & Waiver. Must be in a writing signed by both Parties. Failure to enforce any right is not a waiver.
  
  

Counterparts & E‑Signature. This Agreement may be executed in counterparts (including via electronic signature or click‑acceptance), each of which is deemed an original and together constitute one instrument.