Last updated: February 10, 2026
This Dorsia Executive Master Services Agreement (“Agreement” or “MSA”) governs Customer’s participation in the Dorsia Executive Program (the “Program”) offered by Elomi Corporation (“Dorsia”), a Delaware corporation, and applies to all Order Forms referencing this Agreement. By executing an Order Form, Customer agrees to the terms of this MSA.
DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Credits” means reservation credits provided by Dorsia to Customer or its Users as part of the Program, which are ephemeral and expire at the earlier of (i) as described in an Order Form or (ii) the end of a billing cycle. Credits may be issued in the form of “Fun Coupons” or any other denomination determined by Dorsia.
“Customer” is the person or entity named in the Order Form.
“Customer Data” means data or content submitted to the Dorsia platform by or on behalf of Customer or its Users.
“Documentation” means user guides, FAQs, or policies made available by Dorsia regarding the Program.
“Order Form” means a written or electronic document executed by both parties specifying Program details, pricing, and term.
“Platform” means Dorsia’s proprietary reservation and membership platform made available to Customer under this Agreement.
“Services” means any services provided by Dorsia pursuant to this Agreement or Order Form, including but not limited to provision of access to the Platform.
“Users” means individuals authorized by Customer to access the Platform under Customer’s account.
ACCESS AND USE
Subject to payment of applicable Fees and compliance with this Agreement, Dorsia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid and revocable right for its Users to access and use the Platform solely for Customer’s internal business purposes during the Subscription Term set forth in the Order Form.
Customer agrees that it will not, and will not permit any other party to: (i) modify, adapt, alter, or translate the Platform; (ii) sublicense, lease, rent, loan, distribute, sell, use for service bureau use or as an application service provider, or otherwise transfer the Services or the Platform to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services or the Platform; (iv) copy or extract any features or functionality of the Services or the Platform, except as permitted herein; (v) remove, alter, cover or obfuscate any proprietary rights notices included in the Services or the Platform; (vi) publish or disclose to any third party any performance benchmark tests or analyses or other non-public information relating to the Services or the Platform or the use thereof; or (vii) launch or cause to be launched on or in connection with the Services or the Platform any malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Services or the Platform.
Each Seat represents one named User license. Seats may not be reassigned unless otherwise agreed by Dorsia.
All Users must comply with Dorsia’s Terms of Use and be at least twenty one (21) years of age. Any violation of the Terms of Use or any other of Dorsia’s policies may result in a User being removed from a Seat and the Dorsia platform, and Customer may not be able fill such vacated Seat until the end of a billing period.
Credits have no cash value, are not transferable, and expire at the earlier of (i) as described in an Order Form or (ii) the end of a billing cycle. Unused Credits are forfeited without refund. Dorsia may adjust Credit allocations at renewal or for promotional purposes.
Customer acknowledges that the features available during any trial term may differ from those available under the full subscription. Dorsia reserves the right to modify, limit, or exclude certain features during any trial term in its discretion. Access to certain features may require conversion to a full subscription and payment of applicable fees.
MARKETING AND COMMUNICATIONS
Customer acknowledges and agrees that Dorsia may directly contact Users associated with Customer’s account for purposes including service notifications, targeted offers, experience personalization, or promotional marketing, consistent with applicable law.
Dorsia may use aggregated or anonymized Customer Data for business intelligence, analytics, product improvement, and marketing purposes, provided that no such data identifies Customer or its Users individually.
Customer grants Dorsia the right to use Customer’s name and logo in marketing materials, customer lists, and case studies, unless Customer opts out by written notice.
FEES AND PAYMENT
Customer shall pay the fees set forth in the applicable Order Form. Except as expressly stated, all fees are non-refundable and non-cancellable.
Unless otherwise specified in the Order Form, invoices are due thirty (30) days from the invoice date. Overdue amounts may accrue interest at 1.5% per month (or the highest rate permitted by law).
Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on Dorsia’s income.
Dorsia may suspend Customer’s access to the Platform if payment is not received within fifteen (15) days after written notice of delinquency.
TERM AND TERMINATION
This Agreement commences on the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated.
Either party may terminate this Agreement or an affected Order Form upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within that period.
Upon termination, (a) all rights granted to Customer shall immediately cease, (b) unpaid Fees shall become immediately due, and (c) any unused Credits shall expire automatically.
Sections 2.b, 3, 4, 6, 7, 8, 9, 10, 11 and 12 shall survive termination.
CONFIDENTIALITY
“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or should reasonably be understood as confidential.
The Receiving Party shall not disclose or use the Disclosing Party’s Confidential Information except as necessary to perform under this Agreement. Both parties shall implement reasonable safeguards to protect such information.
Confidential Information does not include information that (a) is or becomes public without breach, (b) was lawfully known to the Receiving Party before disclosure, or (c) was independently developed by the Receiving Party.
CUSTOMER DATA, SECURITY AND PRIVACY
As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Customer hereby grants Dorsia a non-exclusive, royalty-free, fully paid, license to access, store, process, and use the Customer Data for the purposes of providing the Services. Further, Customer hereby grants Dorsia a non-exclusive, royalty-free, fully paid, perpetual, irrevocable license to use and exploit in any manner any aggregated and anonymized information and information related to any usage of the Services to operate and improve Dorsia’s products and services.
Dorsia shall maintain appropriate administrative, physical, and technical measures designed to protect the integrity and confidentiality of Customer Data.
Dorsia’s collection and use of personal data are governed by the Dorsia Privacy Policy available at https://dorsia.com/privacy.
Customer shall ensure that it has the necessary rights and consents to share User data with Dorsia and for Dorsia to process such data in accordance with this Agreement.
INTELLECTUAL PROPERTY
The Services, Documentation, and all other materials provided by Dorsia hereunder or underlying any of the foregoing, including but not limited to all source code, APIs, software libraries, models, algorithms, and any error corrections, updates, improvements, modifications or new releases that Dorsia elects, in its sole discretion, to make available to Customer and Users, and all intellectual property rights in each of the foregoing (collectively, the “Dorsia Properties”) are the exclusive property of Dorsia and its suppliers. Customer shall receive no ownership rights nor interests in or to the Dorsia Properties, nor is Customer granted any other rights or license to the Dorsia Properties, except as expressly set forth in this Agreement. The ‘Dorsia’ name, logo and all trade, product and service names associated with the Services and Dorsia’s website are trademarks of Dorsia, its licensors and third party providers, and Customer is not granted any rights or license to use them, except as may be expressly set forth in Documentation.
Customer may from time to time provide Dorsia suggestions or comments for enhancements or improvements, new features or functionality or other feedback with respect to the Dorsia Properties (“Feedback”). Dorsia will have full discretion to determine whether or not to proceed with the development of any requested enhancements, improvements, new features or functionality. Customer hereby grants to Dorsia a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, fully sublicensable and transferable right and license to use the Feedback for any purpose, including without limitation to incorporate the Feedback into any of Dorsia’s products and services.
NO WARRANTIES; DISCLAIMER
CUSTOMER AGREES THAT THE SERVICES ARE BEING PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DORSIA HEREBY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, THE OPERATION AND RESULTS THEREOF, AND CUSTOMER’S ACCESS TO AND USE THEREOF. DORSIA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, OR RELATING TO THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION PROVIDED BY THE SERVICES. DORSIA DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT IT WILL WORK WITHOUT INTERRUPTION. DORSIA WILL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR ANY FAILURE TO MAINTAIN, STORE, OR BACKUP ANY DATA, INCLUDING CUSTOMER DATA.
INDEMNIFICATION
Customer hereby agrees to indemnify, defend, and hold harmless Dorsia and its officers, directors, affiliates, employees, agents, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any third party claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (i) Customer’s access to or use of the Services; (ii) Dorsia’s use of Customer Data, or (iii) Customer’s violation of applicable laws, provided that: (a) Dorsia will promptly notify Customer of such Claim; (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Dorsia’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Dorsia of all liability); and (c) Dorsia reasonably cooperates with Customer in connection therewith.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.
EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
GENERAL
Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.
Assignment. Neither party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign the Agreement without consent to (i) a successor to all or substantially all of its assets or business related to the Agreement or (ii) an affiliate.
Severability. If any part or provision of this Agreement is found to be unenforceable, such part or provision may be modified to make this Agreement, as modified, legal and enforceable. The balance of this Agreement shall not be affected.
Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action. The affected party shall give prompt written notice to the other party, stating the period of time the force majeure issue is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such force majeure issue.
Notices. Notices must be in writing and sent to the contacts on the Order Form or to [email protected].
Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of laws rules. The federal and state courts located in Delaware will be the exclusive venue for any dispute or claim between the parties, or against any agent, employee, successor, or assign thereof, arising out of or in connection with the terms of this Agreement, and the parties hereby consent to the personal jurisdiction of those courts for such purposes.
Waiver. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, to require at any time the other party’s performance of any of the provisions herein, or to enforce our rights under this Agreement or applicable law will not in any way be construed as a waiver of such provisions or rights. The express waiver by us of any provision, condition, or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
Entire Agreement. This Agreement and any Order Forms constitute the entire understanding between the parties and supersede all prior agreements.
AMENDMENTS
Dorsia may update this Agreement from time to time by posting a revised version at https://dorsia.com/executive-msa and notifying Customer by email or through the Platform. Unless otherwise stated, the revised Agreement will take effect thirty (30) days after notice. The revised terms will apply to all renewals and new Order Forms entered after such date. If Customer does not agree to the revised Agreement, Customer may elect not to renew its subscription. No amendment shall apply retroactively to any active Order Form unless mutually agreed in writing by both parties.
