These Terms of Service (“Terms”) form a binding legal agreement between Customer and Marco Experiences, Inc. (“Marco,” “we,” “us,” or “our”). They govern Customer’s access to and use of the Instant Offsites platform and related services for requesting, sourcing, contracting, booking, and paying for group hotel accommodations, meeting space, food and beverage, and other event-related services (“Event Services”).

By creating an account, submitting a request, initiating a booking, signing a contract, or otherwise using Instant Offsites, Customer agrees to these Terms.

1. INTRODUCTION & APPLICABILITY

1.1 Purpose of Instant Offsites Instant Offsites is a technology platform designed to simplify and modernize the process of discovering, comparing, contracting, and booking group accommodations and related Event Services for offsites, retreats, workshops, and similar group events.

1.2 Nature of Marco’s Role Marco is not a hotel, event venue, food and beverage provider, or travel operator. Marco does not own, operate, manage, or control Hotels. Hotels alone are responsible for delivering Event Services, including accommodations, meeting spaces, catering, safety, compliance, and the overall guest experience.

1.3 Contracting Structure Instant Offsites enables Customer to use a contactless user experience while still satisfying Hotels’ need for written group agreements. To accomplish this, Customer appoints Marco as its authorized agent to negotiate, review, and execute Hotel Agreements on Customer’s behalf. The Hotel Agreement governs the relationship between the Hotel and Customer, and Customer is bound to all terms executed by Marco under this authority.

1.4 Applicability These Terms apply to Customer as an organization, to all Customer Representatives submitting requests, viewing quotes, or completing bookings, and to all attendees whose participation is arranged through Instant Offsites. If you are using Instant Offsites or entering into a booking on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to “Customer” shall refer to that entity. Customer is responsible for ensuring that all such individuals and parties comply with these Terms and with any applicable Hotel Agreement.

1.5 Enterprise Use Instant Offsites is designed for organizational use, including large enterprises with procurement, legal, risk-management, and compliance requirements. It is not intended for consumer or leisure travel by individuals.

2. DEFINITIONS

For clarity and consistency, the following definitions apply throughout these Terms:

“Instant Offsites” means Marco’s technology platform used to discover, evaluate, book, contract, and manage Event Services for group stays typically involving ten (10) or more hotel rooms per night.

“Customer” means the company, organization, or individual entering into these Terms and using Instant Offsites.

“Customer Representative” means any individual acting on behalf of Customer when using Instant Offsites. Customer represents that such individuals have authority to bind Customer.

“Event Services” means hotel rooms, meeting space, food and beverage, venue rentals, taxes, fees, service charges, and any additional services sourced or contracted through Instant Offsites.

“Hotel” means a hotel, resort, property, or venue supplying Event Services. Hotels operate independently of Marco.

“Booking” means a completed reservation or executed Hotel Agreement facilitated through Instant Offsites.

“Contracted Value” means the total amount shown at checkout for a Booking. It includes only the specific rates, fees, taxes, and minimums listed in the Booking summary. It does not include any additional or incremental charges incurred before, during, or after the Event, including onsite changes, food and beverage overages, additional rooms or nights, damages, cleaning fees, incidentals, or other amounts billed by the Hotel, regardless of whether the Hotel invoices such charges to Customer or to Marco, as the MOR.

“Hotel Agreement” means a legally binding contract between Marco (acting as Customer’s authorized agent) and a Hotel for Event Services. Hotel Agreements may include proposals, group contracts, addenda, banquet event orders (BEOs), and order forms.

“Policies” means cancellation terms, deposit requirements, refundability rules, attrition requirements, room release dates, taxes, fees, service charges, and other Hotel-specific terms displayed to Customer prior to booking. Policies become binding on Customer upon booking.

“Merchant of Record” (MOR) means the entity responsible for processing Customer’s payment, issuing receipts, collecting and remitting taxes (where applicable), and handling chargebacks or payment disputes. Depending on the Booking, the MOR may be Marco or the Hotel, as disclosed during the booking process.

“Agency of Record” (AOR) means the entity recognized by the Hotel as representing Customer for group booking and contracting purposes. As AOR, Marco may negotiate and execute agreements, modify reservations within agreed parameters, and receive commissions where applicable.

“Payment Method” means the credit card, ACH account, bank account, or other payment instrument provided by Customer for deposits, fees, penalties, and other charges.

“Force Majeure Event” means any event outside a Party’s reasonable control, including natural disasters, acts of government, pandemics, epidemics, strikes, labor shortages, infrastructure failures, war, terrorism, or similar disruptions.

“Services” means Instant Offsites and all related features, workflows, contracting tools, payment processes, and support functions provided by Marco.

3. SCOPE OF SERVICES

3.1 Service Description Instant Offsites provides technology workflows enabling Customer to:

• Discover and compare Hotels suitable for group travel;
• Request pricing, availability, and concessions;
• Confirm rates and availability;
• Review and execute Hotel Agreements (via Marco acting as Customer’s agent);
• Pay deposits, prepayments, cancellation fees, and other charges;
• Manage communication and coordination with Hotels for confirmed events.

3.2 No Control of Hotel Operations Marco does not control Hotel operations and does not:

• Set Hotel rates, taxes, or fees;
• Control availability or inventory;
• Supervise Hotel staff, safety practices, amenities, or maintenance;
• Guarantee the condition or suitability of any Hotel or its facilities;
• Guarantee that any Hotel will confirm or honor a Booking.

3.3 Limitations of Instant Offsites Instant Offsites is not a leisure travel booking tool for individuals and is not intended for use as a consumer travel site. It is designed specifically for organizational group bookings.

3.4 Customer Acknowledgment Customer acknowledges that:

• Hotel availability, pricing, and policies may change until a Booking is confirmed;
• Marco relies on information provided by Hotels and cannot guarantee its accuracy;
• Errors in Hotel data, including rates and availability, are the responsibility of the Hotel;
• Customer bears financial responsibility for all amounts due under each Booking and Hotel Agreement.

4. AUTHORIZATION FOR CONTRACT EXECUTION

4.1 Appointment as Agent Customer appoints Marco as its limited agent solely for contracting for Event Services. This agency authority includes the right to:

• Review, negotiate, and accept terms from Hotels;
• Execute Hotel Agreements on Customer’s behalf;
• Confirm, modify, or adjust Booking details within parameters agreed with Customer;
• Transmit Customer information to Hotels;
• Receive and relay confirmations, invoices, BEOs, and related documents;
• Perform administrative actions necessary to secure and manage Bookings.

4.2 Authority to Accept Hotel Terms Customer expressly authorizes Marco to accept, on Customer’s behalf, Hotel terms that are:

• Standard in the group travel industry; or
• Displayed in Instant Offsites at the time of booking; or
• Required by the Hotel to finalize a Booking, including cancellation penalties, deposit schedules, attrition requirements, taxes, fees, resort charges, service charges, and payment deadlines.

4.3 Irrevocability for Confirmed Bookings Once Customer submits a booking request, the Hotel confirms availability on proposed terms, and lastly Customer completes payment, the Customer’s appointment of Marco as agent becomes irrevocable as to that Booking. Marco may execute and administer Hotel Agreements that are binding on Customer.

4.4 Binding Effect Any Hotel Agreement executed by Marco, acting as Customer’s authorized agent, is binding on Customer as though Customer had signed it directly. This includes any subsequent BEOs, addenda, or modifications reasonably necessary to deliver the Event Services.

5. BOOKING PROCESS AND CONFIRMATIONS

5.1 Booking Requests Customer may submit booking requests or inquiries through Instant Offsites. These requests are not confirmed bookings until accepted by the Hotel and finalized through a Hotel Agreement or equivalent written confirmation.

5.2 Confirmations A Booking is considered “Confirmed” when the Hotel:

• Confirms rates and availability; and
• Executes or accepts a Hotel Agreement (directly or via Marco as agent); or
• Provides written or electronic confirmation accepted by Marco as sufficient to bind the Hotel.

Once confirmed, the Booking is binding on both the Hotel and Customer, subject to the terms of the Hotel Agreement and these Terms.

5.3 Rate and Availability Changes Rates and availability displayed in Instant Offsites rely on Hotel-provided data and may change prior to confirmation. Marco is not liable for changes or discrepancies arising from Hotel data or third-party systems.

5.4 Modifications to Bookings

After a booking confirmation is issued, all modifications — including changes to dates, room blocks, room types, meeting space, F&B, or any other reservation components — must be addressed exclusively by Client with the Hotel.

Marco does not assist with, process, or intervene in post-booking changes under Instant Offsites.

Client is fully responsible for working directly with the Hotel to request and finalize any modifications and for paying all resulting fees, increased rates, penalties, or revised terms.

5.5 Rooming Lists Where required, Customer must submit accurate rooming lists by any Hotel deadline. Failure to do so may result in:

• Loss or release of rooms;
• Additional fees or penalties;
• Reallocation of unsold rooms by the Hotel.

6. CUSTOMER FINANCIAL RESPONSIBILITY

6.1 General Responsibility

Customer is responsible for all obligations under each Hotel Agreement, including all charges assessed by the Hotel for guest rooms, taxes, meeting space, food and beverage, audio-visual services, gratuities, service charges, resort or facility fees, parking, ancillary services, early departure fees, no-show fees, late checkout fees, damages, cleaning fees, and any incidentals or other amounts billed to Customer’s group or master account.

Customer is responsible for ensuring that all attendees comply with Hotel rules, policies, and safety requirements, and for any damage or loss caused by Customer or its attendees.

Customer is responsible for all charges assessed by the Hotel that exceed the Contracted Value. This includes any additional rooms, onsite changes, increased food and beverage spend, ancillary services, damages, cleaning fees, or other charges that the Hotel imposes. These amounts are owed directly to the Hotel and are not collected or remitted by Marco.

6.2 Financial Responsibility for Additional Charges Customer is solely responsible for all amounts billed by the Hotel that exceed the Contracted Value. Marco is not responsible for settling, disputing, advancing, reconciling, or paying any amounts that exceed the Contracted Value. All such amounts remain obligations owed directly by Customer to the Hotel.

6.3 Authorization to Charge Payment Method Where Marco is acting as Merchant of Record or is authorized to process payments on behalf of the Hotel, Customer authorizes Marco to:

• Charge deposits and prepayments;
• Charge cancellation fees, attrition charges, and penalties;
• Re-charge failed or disputed payments;
• Charge amounts associated with damages or incremental charges subsequently billed by the Hotel.

Customer also authorizes Marco to securely store Payment Method details for current and future transactions related to Bookings.

6.4 Direct Hotel Billing If the Hotel invoices Customer directly, Customer remains responsible for:

• Timely payment of all invoiced amounts;
• Complying with the Hotel’s billing instructions, including any credit application or direct billing approval process.

Failure by Customer to pay amounts due to the Hotel will constitute a breach of these Terms in addition to any breach of the Hotel Agreement.

6.5 Marco Not the Service Provider Charges arise from obligations under the Hotel Agreement between Customer and the Hotel. Marco is not responsible for the Hotel’s fees, charges, or enforcement of policies and does not act as a guarantor of Customer’s obligations.

7. PAYMENT TERMS

7.1 Merchant of Record (Marco) Where Marco serves as Merchant of Record, Marco will collect payment from Customer for the Contracted Value according to the payment schedule presented through Instant Offsites and will remit applicable funds to the Hotel. Customer authorizes Marco to charge its Payment Method for all amounts due under the Contracted Value.

7.2 Merchant of Record (Hotel) Where the Hotel serves as Merchant of Record, Customer will pay the Hotel directly according to the Hotel Agreement. Marco is not responsible for any Hotel billing practices or decisions.

7.3 Deposit Requirements Deposits, prepayments, and scheduled installment payments follow the terms presented during the booking process and reflect the payment obligations under the relevant Hotel Agreement.

7.4 Late Payments If Customer fails to make any payment when due, Marco or the Hotel (as applicable) may suspend services, cancel the Booking, or impose late fees consistent with the Hotel Agreement. Customer remains responsible for any cancellation or attrition fees resulting from late payment.

7.5 Payment Scope

For each Booking, Marco will collect payment from Customer only for the contracted value disclosed at the time of booking (the “Contracted Value”), in accordance with the payment schedule presented through Instant Offsites. The Contracted Value typically includes estimated room revenue, meeting space rental, and any stated food and beverage minimums.

Any amounts incurred in excess of the Contracted Value, including increases in actualized food and beverage spend, additional rooms or nights, onsite changes, ancillary services, third-party vendor charges, damages, cleaning fees, and incidentals, are the sole responsibility of Customer and will be billed directly by the Hotel or applicable vendor. Marco does not collect, process, advance, or remit such additional charges and has no responsibility or liability for their payment.

Customer acknowledges that any amounts beyond the Contracted Value are obligations owed directly to the Hotel under the Hotel Agreement and that Marco is not a guarantor of Customer’s obligations.

7.6 Hotel Charges Beyond the Contracted Value

If a Hotel invoices Marco for any amounts that exceed the Contracted Value, including incremental or onsite charges, Customer is solely responsible for such amounts. Marco is not obligated to pay, advance, dispute, or settle any charges that exceed the Contracted Value.

If Marco is charged by the Hotel for any amounts that exceed the Contracted Value due to Hotel billing practices or Customer or attendee activity, Customer must reimburse Marco in full within five business days of receiving notice.

Nothing in these Terms obligates Marco to act as guarantor, payer, or lender for any charges beyond the Contracted Value, regardless of whether the Hotel directs such charges to Marco.

8. CANCELLATION, REFUNDS & ATTRITION

8.1 Hotel Policies Govern Cancellation, refund, and attrition terms shown to Customer prior to booking are those provided by the Hotel and are binding on Customer. Hotels may impose:

• Non-refundable deposits from the time of booking;
• Tiered cancellation penalties depending on timing;
• Attrition charges for unused rooms or event components;
• Policies specific to meeting space and food and beverage.

8.2 Customer Responsibility for Penalties Customer is responsible for all cancellation fees, non-refundable amounts, and attrition charges imposed under the Hotel Agreement. These amounts may be charged automatically to Customer’s Payment Method.

8.3 Marco Not Liable for Penalties Marco is not liable for any loss of deposit, cancellation penalty, attrition fee, or financial consequence resulting from Hotel Policies, Customer changes, or no-shows.

8.4 Refunds

Refund eligibility for deposits, prepayments, and other amounts is determined solely by the Hotel’s refund policies. Marco does not guarantee that any Booking, deposit, or payment is refundable, in whole or in part, and is not responsible for the Hotel’s decisions regarding refunds. If Marco is processing payments as Merchant of Record, any applicable refund to Customer will be issued only after Marco has received the corresponding funds from the Hotel.

Additional or incremental charges beyond the Contracted Value are not eligible for refunds through Marco under any circumstances.

9. DISCLAIMERS

9.1 Marco Not the Provider of Event Services

Customer acknowledges that Hotels alone provide Event Services and that Marco:

• Does not supervise or control Hotels;
• Does not guarantee Hotel performance, safety, or quality;
• Is not responsible for overbooking, relocation, property conditions, or service failures;
• Does not verify a Hotel’s compliance with laws, health and safety standards, accessibility requirements, licensing, or insurance obligations.

Hotels operate independently from Marco, and Customer must determine whether a Hotel meets its operational, safety, and compliance requirements.

9.2 Platform and Information Limitations

To the fullest extent permitted by law, Marco disclaims responsibility for:

• Inaccuracies in Hotel descriptions, photos, taxes, fees, or amenity lists;
• Changes to Hotel services or facilities after booking;
• Errors in Hotel-provided pricing, availability, or policies;
• Errors in Hotel-provided taxes, service charges, or government-imposed fees;
• Third-party outages or failures affecting availability, confirmations, or communications;
• Any reliance by Customer on Hotel-provided information.

Marco may rely on information provided by Hotels without independent verification, and Customer agrees that Marco is not liable for inaccuracies or omissions in such information.

Marco does not guarantee continuous, uninterrupted, or error-free access to Instant Offsites and is not responsible for outages, maintenance windows, or third-party failures.

9.3 No Guarantee of Availability or Quality

Marco does not guarantee:

• That a specific Hotel will accept a Booking;
• That any advertised rate or availability will remain valid until booking;
• That Hotels will not relocate guests to alternative accommodations;
• That Event Services will meet Customer’s expectations;
• That Event Services will be suitable for Customer’s intended use, compliance requirements, or internal policies.

Marco does not act as a travel advisor, fiduciary, or consultant and does not provide legal, tax, or compliance advice relating to any Booking.

Customer is solely responsible for reviewing and understanding the Hotel Agreement, and Marco has no responsibility for interpreting, advising on, or identifying risks in any Hotel Agreement.

9.4 No Responsibility for Charges Beyond the Contracted Value

Marco is not responsible for:

• Any charges that exceed the Contracted Value;
• Additional or incremental amounts such as onsite changes, increased food and beverage spend, additional rooms or nights, audio-visual charges, ancillary services, damages, losses, cleaning fees, or other incidentals;
• Post-event adjustments assessed by the Hotel.

Hotels may bill Customer directly for such charges, and Customer is solely responsible for paying them. If the Hotel directs such charges to Marco, the Customer must reimburse Marco upon request.

9.5 No Responsibility for Billing Disputes

Marco is not responsible for any billing disputes between Customer and the Hotel relating to charges outside the Contracted Value. Customer must resolve such disputes directly with the Hotel.

Marco has no obligation to mediate or resolve billing disagreements, quality issues, operational issues, or service failures involving the Hotel.

9.6 General Disclaimer of Warranties To the fullest extent permitted by law, all Services are provided on an as-is and as-available basis without warranties of any kind. Marco disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and availability.

10. CUSTOMER RESPONSIBILITIES

10.1 Information Accuracy Customer is responsible for ensuring that all information provided to Marco and Hotels—including contact details, payment information, event dates, room counts, and meeting space requirements—is accurate, complete, and kept up to date.

10.2 Attendee Conduct Customer is responsible for the conduct and compliance of all attendees at the event, including employees, contractors, and guests. This includes responsibility for:

• Damages caused to Hotel property;
• Violations of Hotel policies;
• Behavior that leads to removal of guests or termination of services.

10.3 Regulatory and Internal Compliance Customer is responsible for complying with:

• Its own internal travel, procurement, and approval policies;
• All applicable laws, including anti-bribery, anti-corruption, and trade laws.

10.4 On-Site Issue Resolution Customer must work directly with the Hotel to resolve on-site issues such as room allocation, event schedule changes, and operational complaints. Marco may assist but does not control on-site decisions.

11. REPRESENTATIONS AND WARRANTIES

11.1 Customer Representations Customer represents that:

• It has legal authority to enter into these Terms;
• Customer Representatives have authority to act on its behalf;
• It will comply with all applicable laws in connection with its use of Instant Offsites;
• It will honor all financial commitments and contractual obligations under Hotel Agreements;
• It will not use Instant Offsites for any unlawful or prohibited purpose.

11.2 Marco Representations Marco represents that it will provide Instant Offsites using commercially reasonable skill and care and will execute Hotel Agreements in accordance with Customer’s booking selections, subject to Hotel acceptance.

11.3 Disclaimer of Implied Warranties Except as expressly set out in these Terms, Marco disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

12. LIMITATION OF LIABILITY

12.1 Liability Cap To the maximum extent permitted by law, Marco’s total aggregate liability for any claim arising out of or related to these Terms, the Services, any Booking, or any Hotel Agreement is limited to the total amount of fees paid by Customer to Marco for the specific Booking giving rise to the claim.

12.2 Exclusion of Certain Damages Marco is not liable for:

• Indirect, incidental, or consequential damages;
• Loss of profits, revenue, or goodwill;
• Business interruption or lost opportunities;
• Punitive or exemplary damages;
• Costs of substitute services or accommodations;
• Damages arising from Hotel acts, omissions, or failures.

12.3 Applicability These limitations apply regardless of the type of claim (contract, tort, negligence, statute, or otherwise) and whether or not Marco was advised of the possibility of such damages.

12.4 Essential Basis of the Bargain Customer acknowledges that these limitations of liability are an essential basis of the bargain and that, absent such limitations, Marco would not be able to offer Instant Offsites on the agreed commercial terms.

13. INDEMNIFICATION

13.1 Customer Indemnity Customer agrees to indemnify, defend, and hold harmless Marco, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Customer’s breach of these Terms;
• Customer’s breach of any Hotel Agreement or Policies;
• Failure to pay amounts owed to Hotels or Marco;
• Acts or omissions of Customer’s attendees, employees, or contractors;
• Customer’s use or misuse of the Services;
• Customer’s non-compliance with applicable laws.

13.2 Third-Party Claims This indemnity includes claims brought by Hotels, vendors, government entities, attendees, or other third parties affected by Customer’s event or use of the Services.

13.3 Defense and Cooperation Marco may assume control of the defense of any claim subject to indemnification. Customer agrees to cooperate fully in such defense and may not settle any such claim without Marco’s prior written consent if it imposes obligations on Marco.

14. DATA PRIVACY AND INFORMATION HANDLING

14.1 Privacy Policy Customer acknowledges that Marco processes personal data in accordance with its Privacy Policy. By using Instant Offsites, Customer consents to such processing.

14.2 Sharing with Hotels and Providers Marco may share event details, attendee information, and other necessary data with Hotels and third-party providers solely for the purpose of delivering Event Services.

14.3 Security Controls Marco implements reasonable technical and organizational measures to protect information but cannot guarantee absolute security given the inherent risks of internet-based systems.

14.4 Customer’s Data Responsibilities Customer is responsible for obtaining any necessary consents from attendees for the use and sharing of their personal data in connection with Bookings and Event Services.

15. CONFIDENTIALITY

15.1 Confidential Information Each party may receive confidential information from the other in connection with the Services. Confidential information includes non-public information marked as confidential or that a reasonable person would understand to be confidential, such as negotiated Hotel rates, business strategies, technical information, and financial terms.

15.2 Use and Protection Each party agrees to use the other party’s confidential information solely for performing or receiving the Services and to protect it using at least reasonable care.

15.3 Non-Circumvention Customer agrees not to circumvent Marco by using rates, concessions, or Hotel introductions obtained through Instant Offsites to negotiate directly with Hotels for equivalent group events for a period of twelve (12) months following initial contact for a given event or set of dates.

16. PUBLICITY

Customer grants Marco the right to include Customer’s name and logo in Marco’s customer lists and marketing materials, including on Marco’s website and in pitch materials, case studies, and investor communications, provided that such use is in accordance with Customer’s brand guidelines if provided. Except for the foregoing, neither party may issue any press release or make any public statement regarding the relationship or any Booking without the other party’s prior written consent, such consent not to be unreasonably delayed, conditioned, or withheld.

17. INTELLECTUAL PROPERTY

17.1 Ownership Marco retains all right, title, and interest in and to Instant Offsites and all related intellectual property, including software, content, trademarks, and documentation.

17.2 License Marco grants Customer a limited, non-exclusive, non-transferable, revocable license to use Instant Offsites solely for Customer’s internal business purposes in accordance with these Terms.

17.3 Restrictions Customer may not:

• Reverse engineer, decompile, or disassemble any part of Instant Offsites;
• Access the Services to develop a competing product;
• Copy or distribute content from Instant Offsites except as reasonably needed to support internal booking processes.

17.4 Feedback Customer grants Marco a royalty-free, perpetual license to use any feedback or suggestions regarding Instant Offsites for any purpose.

18. SUBCONTRACTORS AND THIRD PARTIES

18.1 Use of Subcontractors Marco may engage subcontractors and third-party service providers to perform aspects of the Services, including hosting, data storage, payment processing, and communications.

18.2 Responsibility Marco remains responsible for its subcontractors’ performance of obligations relevant to these Terms.

19. INSURANCE

Customer is solely responsible for maintaining appropriate insurance coverage for its events and attendees, including any coverage required by Hotels. Marco does not provide insurance for events or attendees.

20. FORCE MAJEURE

20.1 General Neither party will be liable for any delay or failure to perform its obligations under these Terms, except for Customer’s payment obligations, due to a Force Majeure Event. The affected party must use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

20.2 Hotel Agreements Govern Customer Obligations A Force Majeure Event affecting Customer or Marco does not automatically relieve Customer of its payment obligations under any Hotel Agreement. Any waiver, refund, credit, or relief is governed solely by the Hotel Agreement and is subject to the Hotel’s discretion.

20.3 Additional Hotel Charges

Customer remains responsible for all amounts owed under the Hotel Agreement, including amounts incurred during or after the Event that exceed the Contracted Value, unless the Hotel expressly provides relief under its own policies.

21. NON-SOLICITATION AND CIRCUMVENTION

Customer agrees not to use Instant Offsites or any information obtained through the Services to solicit Hotels directly for equivalent group stays or to circumvent Marco’s role as intermediary for a period of twelve (12) months following initial sourcing for a given event or pattern of dates.

22. TERM, SUSPENSION, AND TERMINATION

22.2 Term These Terms remain in effect until terminated in accordance with this section.

22.2 Suspension Marco may suspend Customer’s access to Instant Offsites if Customer fails to pay amounts due, violates these Terms, or uses the Services in a way that creates risk or harm.

22.3 Termination by Customer Customer may terminate these Terms by closing its account and satisfying all outstanding obligations. Termination does not cancel or modify any Hotel Agreement.

22.4 Termination by Marco Marco may terminate these Terms upon notice if Customer materially breaches these Terms, becomes insolvent, or if continued use of the Services creates legal or reputational risk for Marco.

22.5 Effect of Termination Upon termination, Customer must cease using Instant Offsites. Customer remains responsible for all obligations under any existing Hotel Agreements and outstanding fees owed to Marco. Termination of these Terms does not affect Customer’s responsibility to pay any outstanding or additional amounts owed to a Hotel, including charges that exceed the Contracted Value.

23. MODIFICATIONS

Marco may modify these Terms from time to time. Updated Terms will be posted within Instant Offsites or otherwise communicated to Customer. Continued use of the Services following such updates constitutes acceptance of the modified Terms.

24. NOTICES

Notices under these Terms must be given via email or another method designated by Marco. Marco may send notices to the email associated with Customer’s account. Customer may send notices to Marco at help@marcoexperiences.com.

25. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes arising from these Terms or the Services will be heard exclusively in the state or federal courts located in New York County, New York, and both parties consent to the personal jurisdiction and venue of such courts.

26. ASSIGNMENT

Customer may not assign or transfer these Terms or any rights or obligations under them without Marco’s prior written consent. Marco may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

27. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates a partnership, joint venture, or employment relationship between Customer and Marco. Marco acts as Customer’s agent solely for purposes of executing Hotel Agreements under these Terms.

28. SURVIVAL

Sections relating to payment obligations, disclaimers, limitation of liability, indemnification, confidentiality, intellectual property, non-circumvention, governing law, and other provisions that by their nature should survive termination will remain in effect after termination.

29. SEVERABILITY

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect and will be interpreted to achieve the intended purpose as closely as possible.

30. WAIVER

Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

31. ENTIRE AGREEMENT

These Terms, together with any Policies displayed at booking, any Hotel Agreements executed by Marco on Customer’s behalf, and Marco’s Privacy Policy, constitute the entire agreement between Customer and Marco with respect to Instant Offsites and supersede all prior or contemporaneous agreements on that subject.