Legal Disclosure

Terms & Conditions for Suppliers

These Terms and Conditions for Vendors (“Agreement”) are entered into between Audora Inc. (“Audora Inc.,” “we”) headquartered at 1111B S Governors Ave STE 21652Dover, DE 19904 US and the Vendor. The definitions in Appendix A (“Definitions”) are part of this Agreement. Terms used in this Agreement have the meanings given to them in Appendix A or elsewhere in this Agreement. This Agreement governs the relationship between Audora Inc. and the Vendor. The relationship between the Vendor and the Customer is governed by the contract between the Vendor and the Customer.
1. Audora Inc. Platform
Audora Inc. operates the Audora Inc. platform. In connection with the Vendor’s access to and use of the Audora Inc. platform, the Vendor appoints Audora Inc. as its commercial agent for the purposes specified in this Agreement. Through the Audora Inc. platform, (i) Customers can purchase services from the Vendor, and (ii) travel agencies, concierges, or other legal entities can purchase services for their customers from the Vendor. In this context, Audora Inc. acts as a commercial agent for the Vendor. The Vendor must procure and maintain, at its own expense, all hardware required to access the Audora Inc. platform, as well as the necessary connectivity.
2. Vendor Management Page
The Vendor can manage Vendor Content (including product listings) on the Audora Inc. platform via the Vendor Management Page.
2.1. Vendor Account
The Vendor shall provide Audora Inc. with all information necessary to set up and maintain the Vendor account. This includes (i) insurance details per Section 11 below, (ii) a valid business license or similar registration information, (iii) the Vendor’s payment account details, (iv) other reasonable information Audora Inc. may request, and (v) all information and documents required for identity verification by Persona Identities Inc. The Vendor agrees to provide this information promptly upon activation and to keep it updated via the Vendor Management Page.
2.2. Login Details
The Vendor must ensure the confidentiality and security of its login details. This includes following common security standards and best practices such as regularly updating passwords and using multi-factor authentication. The Vendor must not share login details with third parties. The Vendor is liable for all activities conducted through its Vendor account and must indemnify Audora Inc. for any damages arising from unauthorized activities due to the Vendor’s negligence in securing login details. The Vendor must notify Audora Inc. immediately in writing if it becomes aware of or suspects (i) loss, theft, misuse, or compromise of its login details, or (ii) any actual or suspected unauthorized use of its Vendor account. The notification must include details of the incident and steps taken to mitigate any resulting damage or unauthorized access.3. Selling Services on the Audora Inc. Platform
3.1. Product Listings
The Vendor uploads a product listing for each service it wishes to sell through the Audora Inc. platform via the Vendor Management Page. The product listing must include all necessary service information, such as (i) suitability details (minimum age, required skills or permits, physical fitness, potential risks including risks for individuals with pre-existing conditions, etc.), (ii) logistical information (e.g., meeting point, meeting time, duration, required or recommended attire and equipment), and (iii) other information Audora Inc. may request. The Vendor ensures that the “Important Information” section of the product listing contains all critical information. If logistical information is missing from the product listing or ticket, the Vendor must promptly provide it to the Customer. Audora Inc. reserves the right to make content changes in accordance with Audora Inc.’s Content Guidelines.
3.2. Availability
The Vendor must ensure that the product listing, including availability information, is always current and accurate. The Vendor must immediately delete any canceled or invalid product listings. The Vendor is liable for any Customer claims arising from alleged or actual inaccuracies in the product listing, including availability information or other Vendor Content.
3.3. Prices
The Vendor sets the end customer price for services. The end customer price stated in the product listing must include applicable taxes. The end customer price must cover all costs; Audora Inc. does not charge such amounts separately. The product listing must transparently disclose any fees, taxes, charges, commissions, or other amounts that will be charged on the day the services are provided. The Vendor must not collect (or request) from Customers any fees, taxes, charges, commissions, or other amounts not stated in the product listing.
3.4. Contract Conclusion
Customers purchase services through the Audora Inc. platform directly from the Vendor. The contract between the Vendor and the Customer is concluded on behalf of and for the account of the Vendor by Audora Inc. as the Vendor’s commercial agent. The Vendor appoints Audora Inc. (and its distribution partners) as its commercial agent and authorizes them to conclude the contract between the Vendor and the Customer, manage and cancel bookings, and process full or partial refunds to Customers as specified in this Agreement. Audora Inc. may refuse to conclude the contract at its sole discretion (e.g., in cases of suspected fraud or non-compliance with laws and regulations).
3.5. Payment Processing
The Vendor appoints Audora Inc. as its commercial agent to collect payments from Customers on behalf of the Vendor. The Vendor agrees that Audora Inc. may appoint a sub-agent to collect such payments directly from Customers and remit them to the Vendor. Specifically, for all payments from US Customers, the Vendor appoints Audora Inc. Operations as its limited payment service Vendor, whose sole function is to collect such payments on behalf of the Vendor and remit them to Audora Inc.. The Vendor agrees that once the payment is received by Audora Inc. or its sub-agent (including Audora Inc. Operations), the Customer’s payment obligation to the Vendor is extinguished. The Vendor agrees that payments made by Customers through the Audora Inc. platform to Audora Inc. or its sub-agent (including Audora Inc. Operations) are considered payments directly to the Vendor, and the Vendor provides services to Customers as if it had received the payment directly from Customers. The Vendor agrees that it has no recourse against Customers once the payment has been made to Audora Inc. or its sub-agent (including Audora Inc. Operations). Audora Inc. engages a payment service Vendor to handle Customer payments. In certain cases, a distribution partner and in certain countries, a subsidiary may be appointed as a sub-agent. Audora Inc. bears the credit card and bank fees for receiving Customer payments, provided Audora Inc. may charge the Customer an exchange fee if applicable.
3.6. Changes
Customers sometimes make booking errors. Subject to availability, Audora Inc. may change the date, time, language, or number of people for a booking up to two (2) hours after a Customer has booked a service. Such changes are free of charge for the Customer and Audora Inc..
3.7. Chargebacks and Disputes
In the event of a chargeback or other failed booking before the service is provided by the Vendor, Audora Inc. will inform the Vendor and cancel the booking. In the event of a chargeback after the service is provided by the Vendor, Audora Inc. will request the Vendor to respond within three business days. Audora Inc. may forward the Vendor’s response to the credit card company if applicable. The Vendor agrees that Audora Inc. receives payments from Customers as the Vendor’s commercial agent and that Audora Inc.’s payment obligation to the Vendor is contingent upon the successful receipt of corresponding payments from Customers. In the event of a chargeback or other failed booking, (i) the Vendor receives no payment for the respective booking from Audora Inc. and its sub-agent, (ii) Audora Inc. receives no commission for the respective booking, and (iii) Audora Inc. may offset any amounts already paid to the Vendor for the respective booking against future payments under this Agreement. Audora Inc. and its sub-agent are not parties to the contract between the Vendor and the Customer, do not guarantee payment by the Customer, and are not liable to the Vendor in the event of a chargeback or other non-payment by a Customer.
3.8. Cancellations, No-Shows
The Vendor does not accept direct cancellations of bookings by Customers. Customers must make all cancellations through the Audora Inc. platform or the Audora Inc. customer service.
(a) Before the free cancellation deadline: If a Customer cancels a booking before the free cancellation deadline, Audora Inc. grants the Customer a full refund. If Audora Inc. grants a Customer a full refund under this section or for any other reason, (A) the Vendor receives no payment for the booking and (B) Audora Inc. receives no commission for the booking.
(b) After the free cancellation deadline: If a Customer cancels a booking after the free cancellation deadline and there are no reasons for an exception, the booking is considered a completed booking for payment purposes.
(c) Force Majeure: If the Vendor cancels services due to force majeure, it must notify the Audora Inc. customer service department immediately. Customers may cancel bookings if a force majeure situation exists at the destination. This applies regardless of whether the Vendor continues to provide services during the relevant period.
(d) No-Show: If a Customer does not participate and there are no reasons for an exception, the booking is considered a completed booking for payment purposes.
3.9. Provision of Services
The Vendor provides services as described in the product listing, in good faith, and in compliance with best practices and standards in the tours and activities industry. The Vendor may only subcontract the provision of services with Audora Inc.’s prior written approval.
3.10. Non-Performance of Services
If the Vendor cancels a booking or does not provide services booked by the Customer for any reason, Audora Inc. refunds the Customer the full amount. The Vendor acknowledges that the cancellation or non-performance of services affects Audora Inc.’s business value and reputation and incurs additional customer service costs for Audora Inc.. Consequently, Audora Inc. may, if Audora Inc. determines that the cancellation or non-performance of services was not justified (for example, if no force majeure was present), deduct a cancellation fee (liquidated damages) equal to twenty-five percent of the end customer price of the services for each affected customer from any future payments due to the Vendor under this Agreement. The parties agree that estimating the potential damage resulting from the cancellation or non-performance of services would be impractical and that the aforementioned liquidated damages constitute a reasonable estimate of the actual damage incurred by Audora Inc. as a result of such cancellation or non-performance of services. Audora Inc. may, at its sole discretion, waive this deduction or deduct a lesser amount if the Vendor offers equivalent substitute services to the affected customers at the same time. Clarification: If the cancellation is due to the Vendor’s failure to provide adequate availability information on the Audora Inc. platform or the Vendor’s failure to invoice the customer, this will be considered non-performance of services under this section. In addition to the remedies mentioned above, Audora Inc. may terminate this Agreement for material breach by the Vendor if the Vendor fails to provide the services as agreed.
4. Payment
4.1. Audora Inc. Commission
The Vendor agrees to pay Audora Inc. a commission for the following: (i) use of the Audora Inc. platform, (ii) Audora Inc.’s marketing efforts, (iii) customer service provided by Audora Inc., (iv) facilitation of transactions between the Vendor and customers by Audora Inc., and (v) other services provided by Audora Inc. under this Agreement. Audora Inc.’s commission is calculated as a percentage of the end customer price for a booking, as specified in the Vendor account. The Vendor agrees to keep the commission rate confidential. The commission is deducted from the end customer price charged to customers in the agreed currency.
4.2. Payment to the Vendor
Audora Inc. makes payments to the Vendor once or twice per month at the Vendor’s request. The Vendor can select the payout currency from a list of available currencies. The Vendor can change the payout currency at any time.
(a) Payment once per month:This section applies to Vendors who choose to receive payment once per month. Audora Inc. transfers an amount to the Vendor’s payment account on the fifth business day of each month that (i) equals the total amount paid by customers for completed bookings in the previous month, less (ii) the applicable commission.
(b) Payment twice per month: This section applies to Vendors who choose to receive payment twice per month. Audora Inc. transfers an amount to the Vendor’s payment account on the fifth business day of each month that equals the total amount paid by customers for completed bookings in the second half of the previous month, less (i) the applicable commission and (ii) a 2% processing fee. Audora Inc. transfers an amount to the Vendor’s payment account on the twentieth business day of each month that equals the total amount paid by customers for completed bookings in the first half of the current month, less (a) the applicable commission and (b) a 2% processing fee.
4.3. Transfer Fees, Deductions
Audora Inc. bears the fees charged by the financial institution of Audora Inc. or its sub-agent for the transfer to the Vendor’s payment account. The Vendor bears the fees charged by its financial institution for receiving payments from Audora Inc. or its sub-agent, as well as any fees from intermediary banks if applicable. Audora Inc. or its sub-agent may deduct from any payments to the Vendor the costs of refunds to customers, substitute services for customers, or other amounts the Vendor owes to an Audora Inc. party under this Agreement.
4.4. Taxes
The Vendor must inform itself about its obligations regarding the reporting, collection, and remittance of applicable taxes and ensure all due taxes are remitted to the relevant authority. If Audora Inc. is to collect applicable taxes on behalf of the Vendor, the Vendor must inform Audora Inc. of the applicable tax rate(s). The parties will then agree on a procedure for tax collection. If Audora Inc. determines at any time that Audora Inc. must collect or deduct applicable taxes itself or on behalf of the Vendor in connection with the services, Audora Inc. will inform the Vendor and collect or deduct the applicable taxes. Upon request from an Audora Inc. party, the Vendor must provide within five business days (i) its valid tax identification or registration number to the respective entity, if requested, indicating any registration number of the business (as proof that the Vendor is a registered taxpayer in the respective country where the services are taxable), (ii) a valid tax invoice for the specified services, (iii) documentation showing that the Vendor has remitted applicable taxes for the services (including copies of tax returns, working papers, and reports with relevant payment dates), and (iv) cooperate otherwise to demonstrate the Vendor’s compliance with tax obligations. Such requests for information may be directed to the Vendor directly or via the Vendor Management Page. Non-compliance with this section may result in the temporary or permanent exclusion of the Vendor’s services from the Audora Inc. platform. If value-added tax (or other applicable tax) is imposed on the commission according to the law of the respective country, Audora Inc. deducts the amount of such value-added tax (or other applicable tax) in addition to the commission from the payments to the Vendor. The Vendor must inform itself whether the value-added tax (or other applicable tax) on the commission is deductible according to the applicable law.
4.5. Statement
Audora Inc. provides the Vendor with a statement (“Statement”) for each payment period, showing (i) the total number of completed bookings in the payment period, (ii) the total amount collected from customers for completed bookings, (iii) the total amount transferred to the Vendor’s payment account for these completed bookings, (iv) the services provided by Audora Inc. (“Commission”), and (v) if applicable, the amount of sales or other taxes collected and remitted on behalf of the Vendor. This statement forms the basis for the payment by Audora Inc.. Point (iv) serves as the invoice Audora Inc. issues to the Vendor for the services provided (“Commission Invoice”). If the Vendor does not dispute the statement in writing and in reasonable detail within thirty (30) days of receipt, it is deemed accepted. After this period, adjustments due to discrepancies are at the sole discretion of Audora Inc.. Notwithstanding the foregoing, no disputes may be brought to Audora Inc., claims made against Audora Inc., or lawsuits or proceedings initiated against Audora Inc., (a) related to payments with an (alleged) due date more than one (1) year ago, or (b) if multiple payments are disputed, when the (alleged) due date of the first such payment is more than one (1) year ago.
4.6. Payment Withholding
Notwithstanding any contrary provisions in this Agreement, Audora Inc. and its sub-agent may withhold or defer payments until the total amount owed to the Vendor reaches at least $50.00 (or the equivalent amount in the specified currency). Upon termination of this Agreement, Audora Inc. will transfer all withheld and unpaid amounts to the Vendor.
4.7. Payment Retention
If the Vendor does not provide the mandatory information specified in Sections 2.1 and 4.4 of this Agreement, Audora Inc. and its sub-agent are entitled to defer or withhold payments to the Vendor.5. Customer Relationships
5.1. Customer Communication
The Vendor must not directly or indirectly (i) solicit customers to book a service outside the Audora Inc. platform, (ii) refer a customer to another website or platform (including the Vendor’s website or platform), or (iii) take any actions that circumvent the Audora Inc. platform or payment of the commission. The Vendor refers potential customers who have contacted the Vendor through the Audora Inc. platform and request to book a service outside the Audora Inc. platform to the Audora Inc. platform.
5.2. Communication via the Audora Inc. Platform
The Vendor must retrieve messages received through the communication tools of Audora Inc. or forwarded through the Audora Inc. platform at least once daily and respond to customer inquiries within the following timeframes:
• Customer contacts the Vendor more than 7 days before the planned start of services: The Vendor must respond to the customer within 48 hours.
• Customer contacts the Vendor between 2 and 7 days before the planned start of services: The Vendor must respond to the customer within 24 hours.
• Customer contacts the Vendor less than 2 days before the planned start of services: The Vendor must respond to the customer before the start of services.
The Vendor must respond to inquiries from Audora Inc. directly within 24 hours. The Vendor is prohibited from using the communication tools provided on the Audora Inc. platform or information provided through the Audora Inc. platform for the following purposes: (a) dissemination of unsolicited commercial messages or advertisements, (b) contacting customers for purposes not related to a service, including soliciting or recruiting the customer to participate in third-party services, applications, or websites, (c) conducting or accepting bookings that circumvent the payment of a commission, (d) soliciting or accepting payment for services not provided through the Audora Inc. platform, or (e) transmitting prohibited content. The Vendor acknowledges that messages sent through the communication tools or the Audora Inc. platform may be monitored and stored by Audora Inc. for quality control. Audora Inc. may delete or block messages that violate this Agreement.
5.3. Invoices
Upon the customer’s request, the Vendor issues an invoice for the services through the communication tools. The invoice must comply with all tax regulations.
5.4. Service Level and Business Conduct
The Vendor agrees to conduct business with all customers in a common and reasonable manner. The Vendor agrees that the end customer prices, availability, content, and restrictions of the services offered on the Audora Inc. platform are at least equivalent to those offered through the online shops of the Vendor or its affiliates. Customers who book a service through the Audora Inc. platform will be treated the same as customers who book through the online shops of the Vendor or its affiliates. The Vendor acknowledges that Audora Inc. has provided the Vendor with access to Audora Inc.’s written onboarding guidelines for responsible tourism. These guidelines set the standards for ethical and responsible behavior expected by Audora Inc., including those related to human rights (child labor, slavery, etc.), environmental protection, sustainable development, and anti-bribery and anti-corruption policies (“Audora Inc. Responsible Tourism Guidelines”). During the term of this Agreement, the Vendor must conduct its business in compliance with the Audora Inc. Responsible Tourism Guidelines and applicable laws and regulations related to the subject matter of this Agreement, ensuring that all persons under its control also comply with these guidelines in their business activities. Failure to meet the conditions set forth in this clause may result in Audora Inc. terminating this Agreement pursuant to Section 14.4.
5.5. Tickets and Receipts
The Vendor must accept both printed and digital (displayed on smartphones and other mobile devices) customer tickets generated by Audora Inc.. Upon request, the Vendor must issue a receipt for the services provided to customers. The receipt must comply with all tax regulations.
5.6. Staff Conduct
The Vendor is solely responsible for the conduct of its staff towards customers and other individuals. Customers must not be discriminated against or harassed by the Vendor and its staff, particularly based on skin color, national origin, religion, gender, gender identity, physical or mental disability, health status, marital status, age, or sexual orientation.
5.7. Customer Inquiries
The Vendor handles and responds to customer inquiries or complaints related to the services, complaints about its staff, and refund requests. If the Vendor does not respond to a customer complaint within three days, Audora Inc. will refund the customer the full amount. An Audora Inc. party (i) also provides customer service to the customer, (ii) acts as a mediator between the Vendor and the customer, (iii) responds on behalf of the Vendor via the customer service portal, social media, or any other communication channels listed on the Vendor information page. If the Vendor does not offer the service level described in Section 5.4 or if there are significant discrepancies, complaints, or deviations from product offerings, an Audora Inc. party may, at its sole discretion, (a) grant the customer a full or partial refund and/or (b) provide alternative (equal or higher quality) services for the customer and deduct the costs of such substitute services from any future payment to the Vendor. If an Audora Inc. party grants a partial refund to a customer, the amount paid to the Vendor (and the commission charged by Audora Inc.) will be adjusted accordingly.5.8. Reviews
After completing a booking, customers have the opportunity to review the services on the Audora Inc. platform using Audora Inc.’s review system. The review system aims to provide meaningful and accurate feedback on the services and the Vendor in terms of categories such as performance, reliability, and trustworthiness. All users of the Audora Inc. platform can view reviews. All content of the reviews is exclusively owned by Audora Inc. or the respective Audora Inc. party. The Vendor may not use or distribute reviews on the Audora Inc. platform. Reviews on the Audora Inc. platform are created by customers. Audora Inc. does not verify the accuracy of the reviews. The Vendor must not manipulate the review system in any way, for example, by writing reviews for its own services or by hiring third parties to do so.
6. Marketing
6.1. Audora Inc.’s Obligations
Audora Inc. promotes and markets the services at its discretion and bears the costs of its advertising and marketing efforts. For advertising purposes related to the services, Audora Inc. may use the Vendor’s content and brands in offline and online marketing, including email marketing and pay-per-click advertising. Audora Inc. decides at its discretion whether and how the services and product listings are promoted on the Audora Inc. platform or elsewhere, including position and ranking in search results. Notwithstanding any contrary provisions in this Agreement, Audora Inc. may offer a service at a price lower than the end customer price stated in a product listing, provided the full discount amount is deducted from the commission the Vendor would normally pay.
6.2. Vendor’s Obligations
The Vendor must offer the services under its usual company and brand names. The product listing and other Vendor content must not directly or indirectly imply that (i) Audora Inc. is the Vendor of the services, (ii) Audora Inc. has verified the quality of the services, or (iii) Audora Inc. endorses the Vendor or the services in any other way.
6.3. Vendor Communications
Without prior customer consent, the Vendor must not directly or indirectly (e.g., through an affiliate or representative) send marketing, advertising, or similar communications to customers. Without limiting the foregoing, confirmations or other communications from the Vendor to customers must not contain marketing content or advertisements. The Vendor acknowledges that sending communications that do not comply with the provisions of this section constitutes both a material breach of this Agreement and a potential violation of the General Data Protection Regulation.
6.4. Development
Audora Inc. may share Vendor content and information about the Vendor with distribution partners to promote the services, as well as with other third parties as necessary to further develop the Audora Inc. platform (including interfaces to third-party products and services). For example, Audora Inc. may share required data to (i) promote the services through map Vendors, directories, search engines, or digital assistants, or (ii) develop and implement appropriate interfaces between the Audora Inc. platform and such products and services.
7. Compliance with Applicable Law
The Vendor provides all services in compliance with applicable law, including (i) fire and safety laws, (ii) consumer protection laws, (iii) information and advisory laws, (iv) licensing laws, (v) health and hygiene laws and regulations (including all laws and regulations related to COVID-19 or other communicable diseases), and (vi) other laws applicable to the services or the Vendor’s business. Upon request from an Audora Inc. party, the Vendor must provide within five business days (i) copies of registrations, licenses, permits, approvals, and authorizations, and (ii) documentation demonstrating compliance with applicable law. In the event of suspected non-compliance of the services, the Vendor must promptly and at its own expense participate in an investigation by administrative authorities or other competent bodies.
8. Intellectual Property
8.1. Vendor Content
The Vendor grants Audora Inc. a non-exclusive, sublicensable (at multiple levels), worldwide, fully paid, royalty-free license to use, reproduce, adapt, translate, create derivative works from, modify, perform, publicly display, publicly perform, transmit, and distribute the Vendor content in any currently known or future media, including (i) on or through the Audora Inc. platform, (ii) in online and offline marketing materials, and (iii) as otherwise provided in this Agreement or agreed upon by the parties. The Vendor is solely responsible for the Vendor content and may only provide content that it owns or is otherwise authorized to provide to Audora Inc. under this Agreement. The Vendor must not provide any Vendor content that is deemed prohibited content or contains or references prohibited content. Audora Inc. may remove Vendor content from the Audora Inc. platform if Audora Inc. has reason to believe that it violates this Agreement or applicable law. Alternatively, Audora Inc. may request the Vendor to correct such content within two days of notification. In the interest of consumers who speak other languages, Audora Inc. may fully or partially translate (or have translated) Vendor content into other languages. Audora Inc. cannot guarantee the accuracy or quality of such translations. If the Vendor notices errors in a translated version of product listings or other Vendor content, it must inform Audora Inc. immediately. Audora Inc. regularly sublicenses Vendor content to distribution partners.
8.2. Vendor Brands
The Vendor grants Audora Inc. a non-exclusive, sublicensable (at multiple levels), fully paid, royalty-free license to use the Vendor’s brands in marketing the services. Audora Inc.’s use of the Vendor’s brands is solely for the benefit of the Vendor. Audora Inc. does not acquire any rights, ownership, or interests in the Vendor’s brands beyond the license granted under this Agreement.
8.3. Reservation of Rights
The Vendor content and the Vendor’s brands, as well as all associated worldwide intellectual property rights, are the exclusive property of the Vendor (and its Vendors). All rights to Vendor content and brands not expressly granted to Audora Inc. under this Agreement are reserved by the Vendor (and its Vendors).
8.4. Audora Inc. Materials
The Audora Inc. content and the Audora Inc. platform, as well as all associated worldwide intellectual property rights, are the exclusive property of Audora Inc. (and its Vendors). During or after the term of this Agreement, the Vendor may not use, copy, store, reproduce, adapt, translate, modify, distribute, publicly display, publicly perform, transmit, or otherwise exploit Audora Inc. content, brands, logos, or slogans without Audora Inc.’s prior written approval.
8.5. Restrictions
The Vendor agrees not to, directly or indirectly (i) use bots, spiders, crawlers, scrapers, or other automated means or processes to access the Audora Inc. platform, collect data or other content from the platform, or otherwise interact with the platform, (ii) avoid, circumvent, remove, disable, impair, decrypt, or otherwise attempt to bypass technical measures protecting the Audora Inc. platform, (iii) attempt to decrypt, decompile, disassemble, or reverse engineer the software used to provide the Audora Inc. platform, or (iv) take actions that may or could reduce or impair the performance or proper functioning of the Audora Inc. platform.
8.6. Artificial Intelligence and Automated Data Processing
The parties acknowledge that artificial intelligence (“AI”) is increasingly used in the digital economy. Audora Inc. may use AI technology and automated processes to analyze, categorize, optimize, or otherwise process Vendor content. This includes, among other things, the use of AI for translation, content moderation, data analysis, and personalization of user experiences. The Vendor agrees that such automated processing and the use of AI technologies may result in changes to Vendor content and that Audora Inc. is not liable for inaccuracies or errors arising from the use of such AI technologies and automated processes. The Vendor grants Audora Inc. the right to use any data derived from Vendor content through AI technologies and automated processes to optimize Audora Inc.’s services, AI algorithms, and automated processes.
9. Representations and Warranties
9.1. Mutual Representations and Warranties
Each party represents and warrants that (i) the person signing this Agreement on its behalf has the authority to enter into this binding Agreement, and (ii) this Agreement constitutes a valid and binding obligation enforceable according to its terms.
9.2. Vendor’s Representations and Warranties
The Vendor represents and warrants that (i) the Vendor content is its property or it has the right to provide Audora Inc. with the Vendor content under this Agreement, (ii) the Vendor content does not violate applicable law or the intellectual property rights or privacy rights of third parties, (iii) all information regarding a product listing is truthful, accurate, and not misleading, (iv) all services are provided in compliance with applicable law and industry safety standards, and the Vendor adheres to these standards in its business activities, (v) the Vendor holds all registrations, licenses, permits, approvals, and authorizations required by applicable law for its business activities and the provision of services, and maintains these during the term of this Agreement (and beyond, until all booked services have been provided), and (vi) all personnel engaged in providing services have the necessary skills, training, qualifications, experience, licenses, and permits to professionally and lawfully provide these services.9.3. Disclaimers
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED, STATUTORY, OR OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE ACTIVITIES AND SERVICES THAT ARE THE SUBJECT OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. This includes the use of AI tools and automated processes. The Audora Inc. platform and Audora Inc. content are provided without express or implied warranties of any kind. Audora Inc. does not guarantee that (i) the Audora Inc. platform will meet the Vendor’s requirements or that the Audora Inc. platform will be uninterrupted, virus-free, secure, or error-free, or (ii) that the Audora Inc. content is complete, accurate, or free of technical defects or changes by unauthorized third parties. Audora Inc. is not liable for the accuracy or completeness of customer-related data. Audora Inc. does not guarantee a minimum sales volume for the Vendor’s services through the Audora Inc. platform. Audora Inc. reserves the right to change, add, or remove content from the Audora Inc. platform and the structure and functionality of the platform at any time and without notice at its sole discretion.
10. Mutual Indemnification
The indemnifying party shall defend, indemnify, and hold harmless the indemnified party from and against any and all liabilities, damages, fines, penalties, settlements, losses, and expenses of any kind (including legal and accounting fees, court costs, and taxes) that the indemnified party incurs or is subject to in connection with a covered claim. The indemnifying party shall undertake the defense of such claims at its own expense immediately after claims are asserted. It shall retain a lawyer acceptable to the indemnified party and bear all costs related to the defense, including attorneys’ fees. The indemnifying party has the authority regarding this defense, including any settlement negotiations or agreements. Notwithstanding the foregoing, (i) the indemnified party may participate in the defense and settlement negotiations (judicial and extrajudicial) of such a claim, and (ii) the indemnified party has the right to enter into and approve settlements that bind both the indemnified and indemnifying parties, provided such approval is not unreasonably withheld.
11. Insurance
During the term of this Agreement (and beyond until the services for outstanding bookings are provided), the Vendor must maintain comprehensive liability insurance covering risks associated with the Vendor’s business activities and services. The insurance policy must cover damages incurred during its term to an extent appropriate for the nature of the services, the Vendor’s location, and industry practices. The policy must extend to indemnity claims by the Audora Inc. parties. For vehicles used in providing services, the Vendor must maintain auto liability insurance with (i) a minimum coverage amount of $1 million (or the equivalent amount in the Vendor’s local currency) per accident if the services are provided in the United States, Canada, or Australia, or (ii) coverage amount and scope not less than required by law if the services are provided in another country. Upon request from Audora Inc., the Vendor shall include the Audora Inc. parties as additional insureds in such insurance policies. The Vendor must provide detailed insurer information and the expiration date of the insurance through the Vendor Management Page and update this information when changing insurance or when the previous proof expires. The Vendor must inform Audora Inc. of any changes to the mandatory insurance policies, including non-renewal. Upon request, the Vendor must provide Audora Inc. with a copy of the relevant insurance policy and proof of payment of the corresponding premiums.
12. Liability
Audora Inc. is liable to the Vendor only for (i) damages caused to the Vendor by intentional or grossly negligent actions of Audora Inc., (ii) damages to the Vendor’s life, body, or health caused by negligent actions of Audora Inc., and (iii) damages caused to the Vendor by Audora Inc.’s breach of a material obligation under this Agreement. If Audora Inc. negligently breaches a material obligation, Audora Inc.’s liability is limited to the typical contractual, foreseeable damage. For the purposes of this section, a “material obligation” is any obligation essential for the proper fulfillment of the Agreement by Audora Inc., and on which the Vendor generally must be able to rely. Any further liability is excluded. Without limiting the foregoing, Audora Inc. is not liable for damages caused by interruptions or restrictions in the operation of the Audora Inc. platform due to necessary maintenance work, force majeure, or other events beyond Audora Inc.’s control. Audora Inc. is only liable for data loss up to the typical costs of recovery that would have occurred with proper and regular data backup measures. Audora Inc. is not liable to the Vendor for actions or omissions of distribution partners. The Vendor’s sole and exclusive remedy concerning actions or omissions of distribution partners is to terminate this Agreement pursuant to Section 14.2.
13. Data Protection
13.1. Data Protection
With respect to customer personal data, both Audora Inc. and the Vendor act as separate controllers. Customer personal data collected by Audora Inc. is only shared with the Vendor to the extent necessary to provide the services, applying the data protection mechanism during the transfer.
The Vendor must comply with all applicable data protection laws when processing (accessing, collecting, storing, transferring, deleting, etc.) customer personal data. The Vendor must have appropriate security procedures and controls to prevent the unintended disclosure, unauthorized access, or unlawful acquisition of customer personal data. Upon request from Audora Inc., the Vendor must demonstrate that technical and organizational security measures are in place concerning the processing of customer personal data as required by this section.
13.2. Payment Processing
The Vendor authorizes the payment service Vendor and any other third parties authorized by Audora Inc. to process data for the purpose of transferring funds to and from the Vendor’s accounts and for other purposes necessary for the operation of the Audora Inc. platform.
14. Term and Termination
14.1. Term
This Agreement remains in effect until terminated according to its terms. The parties are not liable for damages arising solely from a permissible termination.
14.2. Ordinary Termination
The parties may terminate this Agreement at any time with thirty days’ notice. The termination can be executed automatically using the appropriate function in the Vendor account. The deactivation of the Vendor account constitutes termination. Remaining confirmed bookings must be fulfilled as planned. Otherwise, Section 14.5 applies.
14.3. Extraordinary Termination
A party may terminate this Agreement by written notice to the other party if the other party breaches an obligation under this Agreement or is in default, and such breach or default cannot be remedied or, if it can be remedied, is not remedied within fifteen (15) days after receipt of the notice of breach or default (or an additional period for remediation approved in writing by the non-defaulting party). The termination can be executed automatically using the appropriate function in the Vendor account. The deactivation of the Vendor account constitutes termination.
14.4. Additional Remedies
In addition to the above remedies, Audora Inc. may take the following actions if Audora Inc. believes the Vendor is in breach of this Agreement or if the Vendor’s actions endanger customers or other Vendors: (i) issue a warning to the Vendor, (ii) remove the Vendor’s product listings or other content from the Audora Inc. platform, (iii) restrict the Vendor’s use of the Audora Inc. platform, (iv) cancel certain or all bookings and issue full refunds to affected customers, regardless of contrary cancellation policies, (v) refuse to accept further bookings, and (vi) withhold payments for completed bookings of the Vendor. If Audora Inc. determines that there is an excessive number of chargebacks, fraudulent transactions, or other serious deficiencies related to services, Audora Inc. may temporarily remove the respective product listings.
14.5. Effects of Termination
The provisions of this Agreement, except Sections 2.2, 3.6, 6.1, 14.2, and 14.3, remain in effect until no bookings are outstanding (i.e., all outstanding bookings have been completed or canceled). However, no new bookings will be made by Audora Inc. after the termination date of this Agreement. Audora Inc. may, at its sole discretion, cancel certain or all outstanding bookings and issue full refunds or provide alternative services to affected customers. Services for non-canceled outstanding bookings must be provided as planned. Sections 8.1 and 8.2 apply for 90 days after the termination of this Agreement with regard to materials provided to distribution or marketing partners. Once no bookings are outstanding, Audora Inc. will remove all Vendor content and Vendor brands from the Audora Inc. website. Sections 4.4, 8.1 (solely regarding marketing materials created before the termination of the Agreement), 8.3, 8.4, 9.3, 10, 12, 13, 14.5, 17.2, 17.7-17.9, and Appendix A survive the termination of this Agreement.
15. Travel Agencies
Notwithstanding any contrary provisions in this Agreement, certain distribution partners may act as travel agencies on the Audora Inc. platform. In sales through travel agencies, (i) the customer purchases the services from the travel agency, (ii) the purchase may be subject to the travel agency’s terms and conditions, (iii) the travel agency may collect payment from the customer (in which case the travel agency acts as a payment Vendor for the Vendor, and the first three sentences of Section 3.5 and the third sentence of Section 3.7 apply to the travel agency instead of Audora Inc.), (iv) the travel agency may provide customer service to customers instead of Audora Inc., including partial or full refunds or alternative services, (v) the end customer price is the amount Audora Inc. collects from the travel agency, and the terms “charged to the customer” and “collected from the customer” in Section 4 mean “charged to the travel agency” and “collected from the travel agency.”16. Connectivity
16.1. Connectivity Partners
This section applies if the Vendor chooses to connect with Audora Inc.’s systems through a connectivity partner. The Vendor agrees to the transmission of confidential information about the Vendor and booking information by Audora Inc. to the connectivity partner. The Vendor (i) ensures Audora Inc. has the right to use the connectivity partner’s API as necessary for this Agreement, (ii) requires the connectivity partner to provide the Vendor and Audora Inc. with any technical support necessary for the proper functioning of the API, (iii) ensures the connectivity partner does not charge Audora Inc. any fees, (iv) requires the connectivity partner to enter into a confidentiality agreement with the Vendor that covers Audora Inc.’s confidential information and ensures that Audora Inc.’s confidential information is protected at least as well as by the terms of this Agreement, (v) ensures the connectivity partner does not use Audora Inc.’s confidential information or information transmitted between Audora Inc. and the Vendor via the API (a) for competitive purposes, (b) for data analysis, or (c) for any other purpose other than providing the services described in this Agreement, (vi) ensures the connectivity partner takes all reasonable and necessary security measures against the destruction, loss, alteration, disclosure of, or unauthorized access to information transmitted between Audora Inc. and the Vendor via the API, and (vii) enters into an industry-standard data processing agreement with the connectivity partner if applicable. The Vendor agrees that Audora Inc. is not liable for any loss or damage arising from or in connection with a connectivity failure or actions or omissions of the connectivity partner. If the Vendor grants a connectivity partner access to manage Vendor content, the Vendor’s obligations also apply to the connectivity partner.
16.2. Vendor API
This section applies if the Vendor chooses to connect with Audora Inc.’s systems via its own API. The Vendor (i) grants Audora Inc. the right to use the Vendor API under this Agreement, (ii) provides Audora Inc. with the technical support necessary for the proper functioning of the Vendor API, and (iii) takes all necessary security measures against the destruction, loss, alteration, disclosure of, or unauthorized access to information transmitted via its API.
17. General
17.1. Non-Exclusive Partnership
There is no exclusive relationship between the Vendor and Audora Inc.. The Vendor may sell services through other marketplaces (including Audora Inc.’s competitors). Audora Inc. may promote and offer services that are substantially similar to or compete with the Vendor’s services.
17.2. Governing Law
This Agreement is governed by US law. The place of performance and exclusive jurisdiction for all disputes arising from or in connection with the services provided is Delaware, United States.
17.3. Amendments
Audora Inc. may propose changes to this Agreement by posting the amended terms on the Audora Inc. website, the Vendor Management Page, or by other reasonable means (e.g., email, communication tools, or notification on the Vendor Management Page). Audora Inc. will notify the Vendor at least four weeks before the proposed effective date of such changes. The Vendor must regularly check the Audora Inc. website or the Vendor Management Page for any changes. The Vendor may reject proposed changes by notifying Audora Inc. of the rejection before the proposed effective date of the change. If the Vendor does not notify Audora Inc. of the rejection before the proposed effective date of the change or continues to use the Audora Inc. platform after the effective date of the change, it will be deemed to have accepted the proposed change. Except as otherwise provided in this section, all additions or changes to this Agreement (i) must be in writing, (ii) must refer to this Agreement, and (iii) must be signed by an authorized representative of each party.
17.4. Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party (which may not be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, (i) the parties may assign this Agreement in its entirety without the consent of the other party: (a) to an affiliate of such party or (b) in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets (except to a direct competitor of the other party). Additionally, (ii) Audora Inc. may delegate or assign any right or remedy under this Agreement to an Audora Inc. party. Any attempted assignment by a party in violation of this section is void and ineffective. Subject to the foregoing, this Agreement is binding on and inures to the benefit of the parties, their successors, and permitted assigns.
17.5. Notices
All notices under this Agreement must be in writing and delivered by personal delivery, overnight courier, fax with confirmation, email with confirmation, or registered mail. Additionally, Audora Inc. may send notices to the Vendor through the communication tools. Notices will be sent to a party at the address specified in this Agreement or another address provided by that party in writing under this section.
17.6. Force Majeure
If a party is unable to perform its obligations under this Agreement due to force majeure, it is (i) excused from performing such obligations to the extent it is prevented and (ii) for the duration of the force majeure event. If force majeure affects a party’s performance for at least fourteen days, the other party may terminate the Agreement.
17.7. Interpretation
In this Agreement (i) “including” means “including, but not limited to,” and (ii) general terms are not restricted by preceding terms indicating a particular class of actions, matters, or items. The section and subsection headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement. If any provision of this Agreement is invalid or unenforceable for any reason, the remaining provisions remain in full force and effect. The parties agree to replace any invalid provision with a valid provision that closely approximates the purpose and economic effect of the invalid provision. The parties equally participated in the drafting and negotiation of this Agreement and waive, to the fullest extent permitted by law, any interpretation against the drafter.
17.8. Confidentiality
The parties agree to use and disclose confidential information received from the other party only (i) as permitted under this Agreement or (ii) as required by a court or other governmental authority. Audora Inc. may disclose confidential information to Audora Inc. parties. The parties will take all reasonable steps to maintain the confidentiality of all confidential information of the other party in their possession or control. These measures must be no less effective than those taken to protect their own similarly important information.
17.9. Miscellaneous
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, or employment relationship and is not intended to do so. Audora Inc. and any sub-agents waive, to the fullest extent permitted by law, any obligation arising from the creation of an agency relationship (including any fiduciary duty or duty of care). Except as expressly stated otherwise, all remedies provided in this Agreement are cumulative, in addition to, and not exclusive of other remedies available at law or in equity. The Audora Inc. parties are expressly named as beneficiaries of this Agreement. Each Audora Inc. party has the right to enforce this Agreement against the Vendor to the extent that this Agreement pertains to their respective third-party beneficiary rights, including the service level specified in Section 5.4. Except as specified in this section, all rights and obligations of the parties under this Agreement are binding on and inure to the benefit of the parties and do not benefit or create rights for any third party. This Agreement constitutes the entire agreement between the parties and supersedes (i) all oral or written agreements or understandings between the parties regarding the subject matter of the Agreement and (ii) all terms governing the use of the Vendor’s API or a connectivity partner’s API. A waiver of actions for a breach of any provision of this Agreement is not a waiver of actions for any other or subsequent breaches and may not be construed as such. This Agreement is executed in both English and German. In the event of discrepancies, inconsistencies, or conflicts between the language versions, or in the event of disputes regarding the interpretation, construction, or performance of this Agreement, the English version shall prevail and be binding for all purposes. The German version of this Agreement is provided for informational purposes only and has no legal effect.
Appendix A
Definitions
• Covered Claim: If Audora Inc. is the indemnified party, any third-party claims, actions, demands, proceedings, audits, or investigations relating to the Vendor, arising from or relating to Audora Inc. Content, including alleged infringements of third-party rights by Audora Inc. Content. If the Vendor is the indemnified party, any third-party claims, actions, demands, proceedings, audits, or investigations relating to the Audora Inc. Parties, arising from the Vendor’s breach of this Agreement, misuse of the Audora Inc. Platform by the Vendor, the Vendor’s interaction with a customer, the services, or any injuries, deaths, losses, or damages of any kind arising in connection with the services, passenger rights, travel law rights, package travel rights, or similar rights or remedies of a customer, the Vendor’s violation of applicable law or existing third-party rights, the Vendor Content, or the Vendor Brands, including alleged infringements of third-party rights by the authorized use of the Vendor Content or the Vendor Brands by the Audora Inc. Parties, or failure to collect or pay applicable sales, value-added, or other taxes.
• Vendor: A natural person engaging in business activities for long-term profit, or a legal entity entering into this Agreement with Audora Inc., and any natural persons acting on behalf of the legal entity.
• Vendor Content: All content provided by the Vendor to Audora Inc. via the Vendor Management Page or otherwise, including product listings, photos, videos, and postings.
• Vendor Account: The Vendor’s account with Audora Inc..
• Vendor Brands: The brands and trade names used by the Vendor in connection with the services.
• Login Details: User IDs, passwords, and other information used to access the Vendor Account.
• Booking: The purchase of services by a customer on the Audora Inc. Platform.
• Content Changes: Any adjustments, translations, or other changes made by Audora Inc. to the Vendor Content (or by third parties on Audora Inc.’s behalf).
• Effective Date of Change: The date a proposed change becomes effective.
• GDPR: The General Data Protection Regulation (EU) 2016/679.
• Relevant Provisions: Any laws combating slavery, human trafficking, corruption, or bribery, and any trade or financial sanctions applied, enacted, or enforced by the USA, the United Nations Security Council, the EU or its member states, or any country in the UK.
• End Customer Price: The end customer price (including applicable taxes and fees) at which services are sold to customers and travel agencies on the Audora Inc. Platform.
• First Half: The period from the 1st to the 15th day of a month.
• Applicable Taxes: All taxes, duties, fees, or charges imposed by a governmental authority, excluding income-related taxes of Audora Inc..
• Indemnified Party: An entity (Vendor or Audora Inc. Party) to be indemnified under Section 10 of the Agreement.
• Indemnifying Party: The party providing indemnification under Section 10 of the Agreement.
• Applicable Law: All municipal, state, and federal laws and regulations, including relevant provisions.
• Audora Inc. Content: All content on the Audora Inc. Platform, including customer reviews and Content Changes. Excludes Vendor Content.
• Audora Inc. Platform: The booking platform operated by Audora Inc., accessible on the internet at www.Audora Inc..com, related websites, affiliated websites, websites, apps, tools, and platforms of distribution partners, and through devices or other means.
• Audora Inc. Operations: Audora Inc. Operations Inc.
• Audora Inc. Parties: Audora Inc. and its affiliates, distribution partners, advertising platforms, and their respective officers, directors, employees, and agents.
• Force Majeure: Circumstances beyond the control of a natural or legal person, including earthquakes, floods, fires, other natural disasters, acts of war (with or without a declaration of war), terrorist acts, riots, pandemics, epidemics, government actions, contamination by radiation or chemicals, power and internet outages, public infrastructure disruptions, and strikes.
• Communication Tools: Tools on the Audora Inc. Platform for communication between the Vendor and customer or between Audora Inc. and the Vendor.
• Customer: An end-user who has purchased services from a Vendor through the Audora Inc. Platform, or a person to whom a Vendor has provided services as a result of a booking made on the Audora Inc. Platform (e.g., tour participants).
• No-Show: A customer’s failure to appear for a booked service, where the Vendor is not at fault.
• Party: The Vendor or Audora Inc.; “Parties” refers to the Vendor and Audora Inc..
• Customer Personal Data: Names, addresses, telephone numbers, email addresses, credit card information, IP addresses, order and order processing information, and any other non-public information enabling identification of customers obtained by the Vendor through its relationship with Audora Inc. or through customer purchases of services.
• Platform Rules: The rules available at supplier.Audora Inc..com/terms-conditions#platform-rules, as updated from time to time.
• Product Listing: A listing on the Audora Inc. Platform indicating that the Vendor offers a specific service at a specific end customer price.
• Intellectual Property Rights: All copyrights, trade secrets, trademarks, databases, or moral rights protected by the laws of any legal system or country.
• Travel Agency: A distribution partner that resells tours and activities directly to customers instead of facilitating sales from the Vendor to customers.
• Chargeback: A chargeback related to a credit card or transferred amounts.
• Vendor Information Page: The legal notices page for the respective Vendor on the platform. The Vendor Information Page includes all information required under EU law.
• Dispute: Any disagreements, disputes, or claims of any kind between the parties arising out of or related to this Agreement, the rights and obligations of the parties involved, or the formation, performance, breach, interpretation, or termination of this Agreement, including any claims based on tort.
• US Customer: A customer (as defined in Appendix A) residing in the USA or a customer paying for the transaction with a credit or debit card issued in the USA.
• Contract between Vendor and Customer: The contract governing the relationship between the Vendor and a customer purchasing services from the Vendor through the Audora Inc. Platform. Audora Inc. may update this contract as necessary. The contract between the Vendor and Customer is part of the “General Terms and Conditions” available at www.Audora Inc..com/terms_of_business. The contract between Vendor and Customer is concluded solely between these two parties. Audora Inc. is not a party to the contract.
• Distribution Partner: A third party with which Audora Inc. has a contract for the distribution and sale of tours or activities.
• Full Refund: With respect to a booking, Audora Inc. refunds the customer the entire amount paid for the booking, the Vendor receives no payment for the booking, and Audora Inc. receives no commission for the booking.
• Business Day: Monday to Friday, excluding public holidays in Berlin, Germany.
• Payment Service Vendor: A payment service Vendor engaged by Audora Inc..
• Vendor Payment Account: The Vendor’s bank account to which Audora Inc. transfers payments.
• Second Half: The period from the 16th day of the month to the end of the month.