Under the Even Hotels franchise agreement, what constitutes 'Available' or 'Availability' in the context of the PMS Solution's 'Monthly Uptime Availability' service level?

According to Even Hotels' 2025 Franchise Disclosure Document, 'Available' or 'Availability' within the context of the PMS (Property Management System) Solution's 'Monthly Uptime Availability' refers to the accessibility of the PMS Solution for hotel use. The 'Monthly Uptime Availability' is calculated by starting at 100% and then subtracting the percentage of minutes during the month when the PMS Solution was not accessible. This calculation excludes any 'Excluded Downtime'.

Excluded Downtime encompasses several scenarios where the PMS Solution's unavailability won't count against its uptime calculation. These include issues stemming from the hotel's own technology, third-party platforms, software, equipment, or systems (excluding the PMS Solution itself or its direct third-party providers). It also covers failures of the hotel's internet service provider, utility companies, or other vendors used to access the PMS Solution or the internet in general. Events outside the control of HotelKey or IHG, such as force majeure events, are also considered Excluded Downtime. Scheduled maintenance and emergency maintenance for security purposes are also excluded.

For an Even Hotels franchisee, this definition is important because it sets the standard for when they can expect the PMS Solution to be operational. If the 'Monthly Uptime Availability' falls below 99.5%, the franchisee may be eligible for service credits. However, it's crucial to understand what constitutes 'Excluded Downtime' since that time does not count against the uptime calculation and therefore does not qualify for service credits. Franchisees should ensure their own systems and internet service are reliable to minimize downtime that would fall under the 'Excluded Downtime' category.