1. Ayenaya Platform

These Supplier Terms and Conditions (“Agreement”) are entered into between Ayenaya SL (“Ayenaya”), located at Calle Tamarells 7, 07400 Alcudia, Spain and Supplier. This Agreement incorporates the definitions in Exhibit A (“Definitions”) and the Platform Rules. Any capitalized term used in this Agreement will have the meaning assigned to it in Exhibit A or elsewhere in this Agreement. This Agreement governs the relationship between Ayenaya and Supplier. The relationship between Supplier and a Customer is governed by the Service AgreementService Agreement. Ayenaya operates the Ayenaya Platform. In connection with Supplier’s access and use of the Ayenaya Platform, Supplier appoints Ayenaya as its agent for the purposes set forth herein. Using the Ayenaya Platform, (i) Customers can purchase Services from Supplier through Ayenaya acting as an agent for Supplier. Supplier is responsible for acquiring and maintaining, at its own expense, all equipment and connectivity required to access the Ayenaya Platform.

2. Supplier Administration Site

Supplier may manage the Supplier Content, including Listings, on the Ayenaya Platform using the Supplier Administration Site.

2.1. Supplier Creation

Supplier will provide to Ayenaya all information required by Ayenaya to establish and maintain the Supplier Account. This includes (i) insurance details in accordance with Section 11 below, (ii) current business license or registration information, (iii) details regarding Supplier’s Payment Account, and (iv) other information as reasonably requested by Ayenaya. Supplier will keep this information up-to-date via the Supplier Administration Site.

2.2. Login Credentials

Supplier is responsible for maintaining the confidentiality and security of its Login Credentials and may not disclose the Login Credentials to any third party. Supplier is liable for all activities conducted in connection with its Supplier Account. Supplier must immediately notify Ayenaya if Supplier knows or has reason to suspect that (i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised or (ii) there has been actual or suspected unauthorized use of its Supplier Account.

3. Sale of Services on the Ayenaya Platform

3.1. Listings

For each Service that Supplier wishes to sell via the Ayenaya Platform, Supplier will upload a Listing using the Supplier Administration Site. The Listing must include all necessary information about the Services, including (i) suitability information (e.g. minimum age, required skills or permits (such as a driver’s license), level of fitness, or inherent risks (including risks to persons with pre-existing medical conditions), (ii) logistical information (e.g. meeting point, meeting time, duration, and required or recommended clothing and equipment), and (iii) other information requested by Ayenaya. Supplier shall ensure that all critical information is included in the “Important information” section of the Listing, If any logistical information is omitted from the Listing or ticket, Supplier shall provide this information to Customer as soon as possible. Ayenaya reserves the right to introduce Content Modifications in line with Ayenaya’s Content Guidelines. The Supplier grants permission to Ayenaya to translate the Content provided under this agreement into other languages as necessary for Ayenaya's purposes.

3.2. Availability

Supplier must keep the Listing, including Availability, up-to-date and accurate at all times. Supplier must delete any cancelled or invalid Listings immediately. Supplier is responsible for any Customer claim based on alleged or actual inaccuracies of the Listing, including Availability, or other Supplier Content.

3.3. Prices

Supplier sets the Retail Price at which Services will be sold to Customers. The Retail Price for the Services stated in the Listing shall include Applicable Taxes. The Listing must disclose the existence and amount of any fees, taxes, dues, commissions, or other amounts that will be collected on the day Services are provided. Supplier may not collect (or attempt to collect) from a Customer any fees, taxes, dues, commissions, or other amounts not disclosed in the Listing. The Supplier acknowledges and agrees that they shall assume full responsibility for any errors or inaccuracies in tariffs provided to Customers. This includes but is not limited to, discrepancies in pricing, rates, fees, or any other financial information related to the Services rendered. The Supplier agrees to promptly rectify any such errors and to indemnify and hold harmless Ayenaya from any losses, damages, or liabilities arising from such errors

3.4. Conclusion of Contract

When a Customer purchases Services via the Ayenaya Platform, the Customer purchases Services directly from Supplier pursuant to the Service Agreement, concluded on Supplier’s part by Ayenaya acting as agent of the Supplier in the name and on behalf of Supplier. Supplier hereby appoints and authorizes Ayenaya as its agent to conclude the Service Agreement with Customers in the name and on behalf of the Supplier, manage and cancel Bookings, following Supplier’s instructions, and make full or partial refunds to Customers, as set forth in this Agreement. Ayenaya may decide to reject the conclusion of the Service Agreement within its sole discretion (e.g. in the case of potential fraud or compliance concerns).

3.5. Payment Collection

Supplier instructs Ayenaya as its agent to collect payments from Customers in the name and on behalf of Supplier. Supplier agrees that receipt of payment for the sum due from a Customer by Ayenaya, as applicable, shall extinguish Customer's payment obligation to Supplier. Supplier agrees that payment made by a Customer to Ayenaya, as applicable, through the Ayenaya Platform shall be considered the same as a payment made directly to Supplier, and Supplier will provide Services to Customers in the agreed-upon manner as if Supplier had received the Customers’ funds directly. Supplier acknowledges and agrees that it shall have no recourse against a Customer once the funds are tendered to Ayenaya, as applicable. Ayenaya uses a Payment Service Provider (“Stripe”) to process payments from Customers. Ayenaya will bear the credit card and banking fees for the receipt of payment from Customers, provided that Ayenaya may charge Customers a foreign exchange fee if applicable. The payment will be collected in the currency indicated by Supplier in the Listing.

3.6. Chargebacks and Disputes

If a Chargeback or other payment failure occurs before Supplier provides a Service, Ayenaya will inform Supplier and cancel the Booking. If a Chargeback occurs after Supplier provides a Service, Ayenaya will ask Supplier to provide a response within three Business Days. Ayenaya may forward Supplier’s response to the credit card issuer. Supplier acknowledges and agrees that Ayenaya accepts payments from Customers as Supplier’s agent, and that Ayenaya’s obligation to pay Supplier is subject to and conditional upon successful receipt of the associated payments from Customers. In the event of a Chargeback or other failed payment, (i) Ayenaya will make no payment to Supplier for the affected Booking, (ii) Ayenaya will receive no Commission for the affected Booking, and (iii) Ayenaya may offset any amount already paid to Supplier for the affected Booking against any future payment under this Agreement. Ayenaya is not a party to the Service Agreement, do not act as a guarantor for payment by Customers, and are not liable to Supplier in the event of Chargeback or other nonpayment by a Customer.

3.7. Cancellations; No Shows

Supplier will not directly accept cancellations of Bookings from Customers; all cancellations must be made by a Customer through the Ayenaya Platform or Ayenaya customer service. (a) During the Free Cancellation Period. If a Customer cancels a Booking during the Free Cancellation Period set out by the Supplier, Ayenaya will give the Customer a Full Refund. If Ayenaya gives a Customer a Full Refund, pursuant to this section or for any other reason, (A) Supplier will receive no payment for the Booking, and (B) Ayenaya will receive no Commission for the Booking. (b) After the Free Cancellation Period. If a Customer cancels a Booking after the Free Cancellation Period has ended, and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If there are extenuating circumstances, Ayenaya may give the Customer a Full Refund. (c) Force Majeure Situations. In the event that Supplier cancels Services because of a Force Majeure Situation, Supplier must notify Ayenaya’s customer service department immediately. A Customer may cancel a Booking if a Force Majeure Situation occurs at the travel destination, regardless of whether Supplier continues to provide Services during the affected period of time. If Supplier or Customer cancels a Booking in connection with a Force Majeure Situation, Ayenaya will give the Customer a Full Refund. (d) No Shows. If a Customer is a No Show and there are no extenuating circumstances, the Booking will be treated as a Completed Booking for purposes of payment. If there are extenuating circumstances, Ayenaya may give the Customer a Full Refund.

3.8. Provision of Services

Supplier will provide Services in accordance with the Listing, in good faith, and consistent with best practices and standards in its industry. Supplier may subcontract performance of the Services only with the prior written consent of Ayenaya.

3.9. Failure to Provide Services

If Supplier cancels a Booking or otherwise fails to provide Services to a Customer as required by a Booking, Ayenaya will give the Customer a Full Refund. Supplier acknowledges that its cancellation or other failure to provide Services damages Ayenaya’s goodwill and reputation, and causes Ayenaya to incur additional customer service expenses. Accordingly, if Ayenaya determines that the cancellation or failure to provide Services was not justifiable (e.g. the result of a Force Majeure Situation), Ayenaya may deduct a cancellation fee (as liquidated damages), equal to twenty-five percent of the Retail Price of the Services for each affected Customer, from any future payment due to Supplier hereunder. The Parties acknowledge and agree that it would be impractical to estimate the amount of any damages that could arise out of Supplier’s cancellation or other failure to provide Services, and agree that the amount of liquidated damages described above is a reasonable estimate of the actual damages that Ayenaya would suffer and incur as a result of such cancellation or failure to provide Services. Ayenaya may, at its sole discretion, opt not to deduct this amount, or to deduct a lesser amount, if Supplier provides an alternative but equivalent Service at the same date to the affected Customers. For the avoidance of doubt, a cancellation resulting from Supplier’s failure to provide accurate Availability information on the Ayenaya Platform and the failure to provide an invoice to the Customer shall constitute a failure to provide Services for purposes of this section. In addition to the remedies stated above, Ayenaya may terminate this Agreement for Supplier’s material breach if Supplier fails to provide Services as contracted.

4. Payment

4.1. Ayenaya’s Commission

Supplier agrees to pay Ayenaya a Commission for (i) use of the Ayenaya Platform, (ii) marketing performed by Ayenaya, (iii) customer service performed by Ayenaya, (iv) Ayenaya’s brokering of transactions between Supplier and Customers, and (v) other services performed hereunder by Ayenaya. Ayenaya’s Commission is a percentage of the Retail Price (tax included) for a Booking, as specified in the Supplier Account. Supplier agrees to keep the amount of Commission confidential. The Commission will be deducted from the Retail Price charged to Customers in the agreed currency.

4.2. Payment to Supplier

At Supplier’s option, Ayenaya will make payments to Supplier of the net amount to Supplier either on the day the activity is enjoyed by the Customer or once per month. (a) Payment Once Per Month. This section is applicable if the Supplier chooses to be paid once per month. By the fifth Business Day of each month, Ayenaya will transfer an amount to the Supplier’s Payment Account equal to (i) the total amount collected from Customers for Completed Bookings occurring in the prior month, less (ii) applicable Commission. (b) Payment at each activity date. This section is applicable if the Supplier chooses to be paid the same day of the activity. After every activity day , Ayenaya will transfer an amount to the Supplier’s Payment Account equal to the total amount collected from Customers less applicable Commission.

4.3. Transaction Fees; Deductions

Ayenaya shall pay the transaction fees charged by Ayenaya’s financial institution to transfer amounts to Supplier’s Payment Account. Supplier will bear any fees charged by Supplier’s own financial institution for the receipt of payments from Ayenaya and, if applicable, any fees charged by the intermediary bank. Ayenaya may deduct from any payment to Supplier the costs of refunds made to Customers, replacement services provided to Customers, or other amounts Supplier is required to pay or reimburse a Ayenaya Party under this Agreement.

4.4. Taxes

Supplier is solely responsible for determining its obligations to report, collect, remit or include in its Listings any Applicable Taxes and for remitting any Applicable Taxes to the appropriate governmental entity. If Supplier requires Ayenaya to collect Applicable Taxes on Supplier’s behalf, Supplier will inform Ayenaya regarding the applicable rate(s) and the Parties will cooperate to establish a method for such collection. If at any time Ayenaya determines that it is required to collect or deduct Applicable Taxes relating to Services, either on its own or on Supplier’s behalf, it will inform Supplier and collect or deduct such Applicable Taxes. Upon request from a Ayenaya Party, Supplier will within five business days (i) provide that entity with Supplier’s valid tax identification or registration numbers, including where requested any business registration number, to demonstrate that Supplier is a registered taxpayer in applicable jurisdictions where Services are taxable, (ii) issue a valid tax invoice to that entity in relation to any specified Services, (iii) provide documentation to that entity substantiating that Supplier remitted tax on Services (including copies of returns, workpapers, and supporting transaction data reports), and (iv) provide other cooperation to that entity as requested to confirm Supplier’s compliance with tax obligations. Such information requests may be made directly to the Supplier or via the Supplier Administration Site. Any failure to comply with the requirements of this section may result in the temporary or permanent suspension of Supplier’s Services from the Ayenaya Platform. In the event Applicable Law in a jurisdiction imposes VAT (or other Applicable Tax) on Commission, Ayenaya will deduct the amount of such VAT (or other Applicable Tax) from payments due to the Supplier, in addition to the Commission. Supplier is responsible for determining if any tax credit is available under Applicable Law for payment of this VAT (or other Applicable Tax) on Commission.

4.5. Statement

Ayenaya will provide Supplier a statement (“Statement”), once per payment period, showing (i) the total number of Completed Bookings during the payment period, (ii) the total amount collected from Customers on Supplier’s behalf for Completed Bookings, (iii) the total amount transferred to Supplier’s Payment Account for those Completed Bookings, (iv) the services performed by Ayenaya (“Commission”) and (v) the amount of sales or other taxes collected and remitted on Supplier’s behalf (if any). The Statement is the basis for payout by Ayenaya. Point (iv) serves as the invoice Ayenaya issues for the Supplier in relation to the services provided ("Commission Invoice"). Unless Supplier provides written notice to Ayenaya of a good faith dispute with regard to a Statement within thirty (30) days of receipt thereof, including reasonable detail in support of such dispute, such Statement will be deemed accepted. After such period, adjustments for discrepancies will be made in Ayenaya’s sole discretion. Without prejudice to the foregoing, no dispute may be raised, and no claim, action or proceedings may be brought, against Ayenaya in respect of any payment-related matter after (a) the expiry of one (1) year from the date on which the payment at issue is due (or alleged to be due), or (b) where more than one payment is at issue, the expiry of one (1) year from the date on which the first of such payments at issue is due (or alleged to be due).

4.6. Payment Withholding. Ayenaya may postpone or withhold payments due to Supplier hereunder in case Supplier has failed to comply with providing mandatory information as listed in Section 2.1 and Section 4.4 of this Agreement.

5. Customer Relations

5.1. Customer Communications

Supplier may not directly or indirectly (i) encourage a Customer to book a Service outside the Ayenaya Platform, (ii) refer a Customer to any other website or platform, including Supplier’s own website or platform, or (iii) take any other action to circumvent the Ayenaya Platform or the payment of Commission. If prospective customers, who initiated communication through the Ayenaya Platform, ask to book a Service outside the Ayenaya Platform, Supplier will refer them to the Ayenaya Platform.

5.2. Communication Tools

Supplier shall handle all Customer inquiries received through the Ayenaya Platform exclusively using the Communications Tools. Supplier may not provide or suggest alternative communication methods (i) in any Supplier Content, (ii) in any forum available via the Ayenaya Platform, or (iii) via the Communication Tools. Supplier must check its messages via the Communication Tools at least once per day, and shall respond to Customer inquiries within the following timelines: Customer contacts Supplier more than 7 days before the Services are scheduled to begin: Supplier must reply to Customer within 48 hours. Customer contacts Supplier between 2 and 7 days before the Services are scheduled to begin: Supplier must reply to Customer within 24 hours. Customer contacts Supplier less than 2 days before the Services are scheduled to begin: Supplier must reply to Customer before the Services begin. Supplier must respond to inquiries made directly by Ayenaya within 24 hours. Supplier may not use the Communications Tools provided on the Ayenaya Platform to (a) distribute unsolicited commercial messages or promotions; (b) contact a Customer for any purpose unrelated to a Service, including recruiting or soliciting the Customer to join third-party services, applications or websites; (c) make or accept a booking that circumvents the payment of Commission; (d) request or accept a payment for Services not using the Ayenaya Platform; or (e) transmit Prohibited Content. Supplier acknowledges that messages sent using the Communications Tools may be monitored for quality control purposes and stored by Ayenaya, and that Supplier has no expectation of privacy with regard to such messages. Ayenaya may delete any message that violates this Agreement.

5.3. Invoices

At the moment of Booking, the Supplier shall generate an invoice for Services. The invoice must comply with all applicable tax requirements and incorporate the amount corresponding to any tax collected by Ayenaya in Supplier´s name, into the final price charged to the Customer.

5.4. Service Levels & Business Conduct. Supplier agrees to act with the care of an ordinary and reasonable businessman towards all customers. Supplier agrees that the Retail Prices, availability, amenities, and restrictions for Services offered via the Ayenaya Platform will be equal to or better than those made available through Supplier’s or its affiliates’ own online shops. Customers who book a Service through the Ayenaya Platform will be treated at least as well as customers that book through Supplier’s or its affiliates’ own online shops. Supplier must act and behave in compliance with ethical and responsible standards of behavior, including, without limitation, those dealing with human rights (for example, child labor, slavery), environmental protection, sustainable development, and bribery and corruption. During the term of this Agreement, Supplier shall conduct business, and shall ensure that any person under its control conducts business, in a manner consistent with all applicable laws and regulations relating to the subject matter thereof. If Supplier fails to meet the conditions laid out in this clause, Ayenaya may terminate this Agreement pursuant to 14.4.

5.5. Personnel Conduct

Supplier is solely responsible for the conduct of its personnel in connection with Customers or other persons. Supplier shall not, and shall ensure that its personnel shall not, discriminate against or harass any Customer, including but not limited to, on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.

5.6. Customer Requests

Supplier will handle and respond to requests or complaints from Customers regarding the Services, complaints about Supplier personnel, and requests for refunds. In the event Supplier fails to respond to a Customer complaint within fifteen Business Days, Ayenaya will give the Customer a Full Refund. In addition, Ayenaya will (i) offer customer support services to the Customer, (ii) act as an agent between Supplier and the Customer, (iii) answer and reply on behalf of the Supplier via the Customer service portal, social media or, if applicable, the communication channels provided on the Supplier Detail Page. In the event of Supplier’s noncompliance with the service levels in Section 5.4 or any material irregularity, complaint, or nonconformity with a Listing, a Ayenaya Party may at its sole discretion (a) give the Customer a Full Refund or partial refund and/or (b) provide the Customer alternative services (of an equal or better standard than the Services) and deduct the cost of such replacement services from a future payment to Supplier. If an Ayenaya Party gives a Customer a partial refund, the amount paid to Supplier (and the Commission charged by Ayenaya) will be reduced accordingly.

5.7. Reviews

After a Booking has been completed, the Customer will have the opportunity to review the Services on the Ayenaya Platform using Ayenaya's review system. The aim of the review system is to gather meaningful and accurate feedback regarding the Services and Supplier in areas such as performance, reliability, and trustworthiness. Reviews can be viewed by any user of the Ayenaya Platform. All review content is the exclusive property of Ayenaya. Supplier may not use or distribute any reviews from the Ayenaya Platform without the prior written consent of Ayenaya. Supplier is prohibited from manipulating the review system in any manner, such as writing a review about Services or instructing a third party to do so.

6. Marketing

6.1. Ayenaya Obligations

Ayenaya will promote and market the Services in its sole discretion, and will bear the cost of its promotion and marketing efforts. In order to promote the Services, Ayenaya may use the Supplier Content and Supplier Marks in offline and online marketing, including email marketing and pay-per-click advertising. Ayenaya will, in its sole discretion, determine whether and how to promote the Services and Listings on the Ayenaya Platform or elsewhere, including position and ranking in search results. Notwithstanding anything to the contrary herein, Ayenaya may offer a Service at a price lower than the Retail Price stated in a Listing, provided that the full amount of the discount is deducted from the Commission that would normally be paid by Supplier.

6.2. Supplier Obligations

Supplier must offer Services under its generally-used company and brand name. The Listing or other Supplier Content may not state or convey the impression, directly or indirectly, that (i) Ayenaya provides the Services, (ii) Ayenaya has tested the quality of the Services, or (iii) Ayenaya otherwise endorses Supplier or the Services.

6.3. Supplier Communications

Supplier shall not directly or indirectly (e.g. through an affiliate or agent) engage in any marketing, promotional, or similar communications with any Customer without such Customer’s prior consent. Without limiting the foregoing, Supplier shall not include any marketing or promotional content in any confirmation or other communication sent to Customers. Supplier acknowledges that the transmission of communications in violation of this section constitutes both a material breach of this contract as well as a potential violation of GDPR.

7. Compliance

Supplier shall render all Services in compliance with all Applicable Laws, including (i) fire and safety laws, (ii) consumer protection laws, (iii) information and consultation laws, (iv) licensing laws, (v) health and hygiene laws and regulations (including any laws or regulations relating to COVID-19 or other communicable diseases), and (vi) other laws related to the Services or Supplier’s business. Upon request by Ayenaya, Supplier will 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 alleged non-compliance of the Services, Supplier shall promptly cooperate, at its own expense, with any investigation by administrative authorities or associations.

8. Intellectual Property

8. Supplier Content

Supplier grants to Ayenaya a non-exclusive, sublicensable (through one or more tiers), worldwide, fully-paid and royalty-free license, in any and all media now known or hereafter discovered or developed, to use, reproduce, adapt, translate, make derivative works of, modify, perform, publicly display, publicly perform, transmit, and distribute the Supplier Content including (i) on or through the Ayenaya Platform, (ii) in online and offline marketing materials, and (iii) as otherwise contemplated by this Agreement or agreed by the Parties. Supplier is solely responsible for the Supplier Content, and may provide only Supplier Content that it either owns or otherwise has the right to provide to Ayenaya under the terms of this Agreement. Supplier shall not provide Supplier Content that is, contains, or references Prohibited Content. Ayenaya may remove from the Ayenaya Platform any Supplier Content that, in Ayenaya’s good faith determination, does or may violate this Agreement or Applicable Law. Alternately, Ayenaya may request Supplier to correct any such non-conforming Supplier Content within two days of notice. To assist consumers who speak different languages, Ayenaya may translate (or have translated) Supplier Content, in whole or in part, into other languages. Ayenaya cannot guarantee the accuracy or quality of such translations. If Supplier becomes aware of an inaccuracy in a translated version of a Listing or other Supplier Content, Supplier shall inform Ayenaya immediately. Ayenaya will on a regular basis sublicense Supplier Content to Distribution Partners.

8.2. Supplier Marks

Supplier grants to Ayenaya a non-exclusive, sublicensable (through one or more tiers), paid-up, royalty-free license to use the Supplier Marks to market the Services. Ayenaya’s use of the Supplier Marks shall insure solely to the benefit of the Supplier and will not create any right, title, or interest for Ayenaya in the Supplier Marks other than the license granted under this Agreement.

8.3. Retention of Rights

The Supplier Content and Supplier Marks, and all worldwide Intellectual Property Rights therein, are the exclusive property of Supplier (and its suppliers). All rights in and to the Supplier Content and Supplier Marks not expressly granted to Ayenaya in this Agreement are reserved by Supplier (and its suppliers).

8.4. Ayenaya Materials

The Ayenaya Content and Ayenaya Platform, and all worldwide Intellectual Property Rights therein, are the exclusive property of Ayenaya (and its suppliers). Supplier may not use, copy, store, reproduce, adapt, translate, modify, distribute, publicly display, publicly perform, transmit, or otherwise exploit any Ayenaya Content, or any Ayenaya trademark, logo, or slogan during or after the term of this Agreement, without Ayenaya’s prior written consent.

8.5. Restrictions

Supplier agrees not to directly or indirectly (i) use any robot, spider, crawler, scraper or other automated means or process to access, collect data or other content from, or otherwise interact with the Ayenaya Platform for any purpose; (ii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented to protect the Ayenaya Platform; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Ayenaya Platform; or (iv) take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Ayenaya Platform.

8.6. Artificial Intelligence and Automated Processing

The Parties recognize that the use and adoption of artificial intelligence ("AI") technologies have grown increasingly widespread in a digital economy. Ayenaya may use AI technologies and automated processes to analyze, categorize, enhance, or otherwise process Supplier Content. This may include, but is not limited to, the use of AI for translation, content moderation, data analysis, and personalization of user experiences. Supplier acknowledges and agrees that such automated processing and use of AI technologies may result in modifications to the Supplier Content, and that Ayenaya is not responsible for any inaccuracies or errors introduced by the use of such AI technologies and automated processes. Supplier grants Ayenaya the right to use any data derived from the use of AI technologies and automated processes on Supplier Content for the purpose of improving Ayenaya's services, AI algorithms, and automated processes.

9. Representations and Warranties

9.1. Mutual

Each Party represents and warrants that: (i) the person executing this Agreement on its behalf is authorized to bind it to this Agreement; and (ii) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

9.2. By Supplier

Supplier represents and warrants that (i) it is the owner of the Supplier Content, or otherwise has the right to provide the Supplier Content to Ayenaya under this Agreement; (ii) the Supplier Content does not violate any Applicable Law or the Intellectual Property Rights or privacy rights of any third party; (iii) all information with regard to any Listing is and shall remain to be true, accurate, and not misleading; (iv) all Services shall be rendered in compliance with, and Supplier shall operate its business in compliance with, Applicable Law and industry-standard safety standards; (v) Supplier has and will maintain during the term of this Agreement (and thereafter until all Bookings have been fulfilled) all registrations, licenses, permits, approvals, and authorizations required by Applicable Law relating to Supplier’s business and the provision of Services; and (vi) any Supplier personnel providing Services possess sufficient skills, training, qualifications, experience, licenses, and permits to perform those Services in a professional manner consistent with Applicable Law and industry best practices.

9.3. Disclaimers

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, AYENAYA HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE AYENAYA PLATFORM AND AYENAYA CONTENT ACTIVITIES AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. This includes, but is not limited to, the use of AI tools and automated processes. The Ayenaya Platform and Ayenaya Content are provided “as is,” without warranty of any kind, either express or implied. Ayenaya does not warrant that (i) the Ayenaya Platform will meet all of Supplier’s requirements or that performance of the Ayenaya Platform will be uninterrupted, virus-free, secure, or error-free, or (ii) the Ayenaya Content will be complete, accurate, or free from technical defects or changes by unauthorized third parties. Ayenaya is not responsible for the accuracy or completeness of Customer-related data. Ayenaya does not guarantee that Supplier will sell a minimum amount of Services through the Ayenaya Platform. Ayenaya reserves the right to change, supplement or remove the contents of the Ayenaya Platform, as well as its structure and function, at any time without notice at its own discretion.

10. Mutual Indemnification

The Indemnifying Party shall defend, indemnify, and hold the Indemnified Party harmless from and against any and all liabilities, damages, fines, penalties, settlements, losses, and expenses, of whatever kind (including legal and accounting fees, court costs, and taxes) incurred or suffered in connection with a Covered Claim. The Indemnifying Party shall assume the defense of such claim at its own expense, as soon as such claim is tendered, using counsel reasonably satisfactory to the Indemnified Party, and shall pay all costs associated with the defense, including attorneys’ fees. The Indemnifying Party shall have full control over such defense, including any settlement discussions or agreement. Notwithstanding the foregoing, the Indemnified Party (i) may participate in or assume and conduct the defense of, and any settlement discussions (in or outside of a court proceeding) relating to, such claim, and (ii) shall have the right to conclude and approve any settlement agreement purporting to bind the Indemnified and the Indemnifying Party, provided however that such approval shall not be unreasonably withheld.

11. Insurance

During the term of this Agreement (and thereafter until all Remnant Bookings have been fulfilled), Supplier shall maintain a comprehensive general liability insurance covering risks related to Supplier’s business and the Services. The policy will be written on an occurrence form for an appropriate value in light of the nature of the Services, Supplier’s location, and industry standards. The policy must extend to indemnification claims tendered by the Ayenaya Parties. On Ayenaya’s request, Supplier will add the Ayenaya Parties as additional insureds to such insurance policies. Supplier must provide via the Supplier Administration Site (i) detailed information about the insurance provider and the insurance expiration date, and (ii) update the insurance information whenever Supplier changes its insurance or the prior certificate expires. Supplier must inform Ayenaya regarding any change in the required insurance policies, including non-renewal thereof. Upon request, Supplier shall provide Ayenaya a copy of the applicable insurance policy and proof of payment of the relevant premiums.

12. Liability

Ayenaya shall be liable to Supplier solely for (i) any damage to Supplier due to Ayenaya’s willful or grossly negligent act, (ii) any damage to Supplier‘s life, body, or health due to Ayenaya’s simple negligence, and (iii) any damages to Supplier due to Ayenaya’s breach of its material obligation under the Agreement. Any further liability for damages is excluded. Without limiting the foregoing, Ayenaya shall not be liable for damages which occur due to interruptions or restrictions of the operation of the Ayenaya Platform due to necessary maintenance work, force majeure, or other events for which Ayenaya is not responsible. Ayenaya shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen if proper and regular data backup measures had been taken. In no event shall Ayenaya be liable to Supplier for any acts or omissions of any Distribution Partner. Supplier’s sole and exclusive remedies with regard to the acts or omissions of any Distribution Partner is to terminate this Agreement in accordance with Section 14.2.

13. Data Protection

13.1. Data Protection

With regard to Customer Personal Data, both Ayenaya and Supplier act separately as data controllers. Customer Personal Data collected by Ayenaya may only be transferred to Supplier to the extent necessary for the performance of the Services and in compliance with data protection transfer mechanism. Supplier shall comply with all applicable Data Protection Laws when processing (including accessing, collecting, storing, transmitting, transferring and deleting) Customer Personal Data. Supplier shall maintain adequate security procedures and controls to prevent the unintended disclosure of, the unauthorized access to, or misappropriation of, any Customer Personal Data. Upon Ayenaya’s request, Supplier will provide evidence that Supplier has established and maintains technical and organizational security measures governing the processing of Customer Personal Data in accordance with this section.

13.2 Payment Processing

Supplier authorizes the Payment Service Provider, and any other third party authorized by Ayenaya, to process data required to transfer funds to and from Supplier accounts, or as otherwise required to operate the Ayenaya Platform.

13.3. Development

Ayenaya may transfer data relating to Supplier to Distribution Partners and third parties as necessary to further develop the Ayenaya Platform (including its interfaces to third party products and services) and to promote the Services. For example, Ayenaya may transfer the necessary data to (i) promote the Services via a third party’s web mapping service, listing service, search engine service, or digital assistant, or (ii) develop and implement relevant interfaces between the Ayenaya Platform and such products and services.

14. Term and Termination

14.1. Term

This Agreement shall remain in effect until terminated in accordance with its terms. Neither Party shall be liable to the other for any damages resulting solely from termination as permitted herein.

14.2. Termination for Convenience

Either Party may terminate this Agreement as a whole or in part at any time for convenience effective upon 30 days notice. A termination can be done automatically by using the appropriate function in the Supplier Account. A deactivation of the Supplier Account equals a termination. Remaining confirmed bookings shall be executed as planned or otherwise treated according to Section 14.5.

14.3. Termination for Cause

Either Party may terminate this Agreement by written notice to the other if the other Party breaches or is in default of any obligation hereunder which breach or default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) days after receipt of notice of such breach or default (or such additional cure period as the non-defaulting Party may authorize in writing).

14.4. Other Remedies

In addition to the remedies stated above, if Ayenaya reasonably believes that Supplier is in breach of this Agreement, or that Customers or other suppliers are at risk from Supplier’s actions, Ayenaya may take one or more of the following actions: (i) issue a warning to Supplier; (ii) remove Listings or other Supplier Content from the Ayenaya Platform; (iii) temporally restrict Supplier’s use of the Ayenaya Platform, without prior notice or compensation, temporarily or permanently, to all or part of the Ayenaya Platform in case of serious and/or repeated violation(s), in particular, and without limitation, in case of false, inaccurate, incomplete or outdated information, or even in case of attempted fraud, or any other criminal offense.; (iv) cancel some or all Bookings and give any affected Customers a Full Refund, regardless of the normal cancellation policies; (v) stop accepting Bookings, and (vi) withhold payout of Supplier's Completed Bookings. In addition, if Ayenaya determines that the Services are associated with an excessive number of Chargebacks or fraudulent transactions, or any other severe defect, Ayenaya may temporarily remove the associated Listings.

14.5. Effect of Termination

The terms of this Agreement, except Sections 2.2, 3.6, 6.1 14.2, and 14.3, shall remain in effect until all Remnant Bookings are resolved (i.e. all Remnant Bookings have either become Completed Bookings or have been cancelled), provided however that Ayenaya shall make no new Bookings after the termination date of this Agreement. At Ayenaya’s option, it may cancel some or all Remnant Bookings and offer affected Customers either a Full Refund or alternative services. Any Remnant Booking that is not cancelled will be performed as scheduled. Sections 8.1 and 8.2 will survive termination of this Agreement for 90 days with respect to materials provided to Distribution Partners or marketing partners. Once all Remnant Bookings are resolved, Ayenaya will remove all Supplier Content and Supplier Marks from the Ayenaya site, and Sections 4.4, 8.1 (solely with regard to marketing materials created prior to the termination of the Agreement), 8.3, 8.4, 9.3, 10, 12, 13, 14.5, 16.2, 16.7-16.9, and Exhibit A shall continue to survive termination of this Agreement.

15. Connectivity

15.1. Connectivity Partners

If Supplier chooses to work with a Connectivity Partner to connect to Ayenaya’s systems, this section shall apply. Supplier agrees that Ayenaya may send Supplier’s Confidential Information and information about Bookings to the Connectivity Partner. Supplier will (i) obtain for Ayenaya the right to use the Connectivity Partner’s API as required for this Agreement; (ii) require the Connectivity Partner to provide Supplier and Ayenaya all technical support necessary to ensure the error-free operation of the API; (iii) ensure that the Connectivity Partner will not charge Ayenaya any fees; (iv) require the Connectivity Partner to execute a confidentiality agreement with Supplier that extends to Ayenaya’s Confidential Information, and is at least as protective of Ayenaya’s Confidential Information as the provisions of this Agreement; (v) ensure that the Connectivity Partner does not use any of Ayenaya’s Confidential Information or any information transmitted between Ayenaya and Supplier via the API, (a) for any competitive purpose, (b) to perform data analytics, or (c) for any purpose other than to enable Ayenaya to provide the services described in this Agreement; (vi) ensure that the Connectivity Partner maintains all safeguards required by best practices against the destruction, loss, alteration, unauthorized access, or disclosure of any information passed between Ayenaya and Supplier via the API; and (vii) enter into an industry standard data processing agreement with the Connectivity Partner, if required. Supplier agrees that Ayenaya will not be responsible for any losses or damages arising from or in connection with any failure of connectivity or the acts or omissions of the Connectivity Partner. In case Supplier chooses to grant access to a Connectivity Partner to manage their Supplier Content, the Supplier's obligations shall also apply to the Connectivity Partner.

15.2. Supplier API

If Supplier chooses to connect to Ayenaya’s systems via Supplier’s own API, this section shall apply. Supplier (i) hereby grants Ayenaya the right to use the Supplier’s API as required for this Agreement; (ii) will provide Ayenaya all technical support necessary for the error-free operation of Supplier’s API; and (iii) will maintain all safeguards required by best practices against the destruction, loss, alteration, unauthorized access or disclosure of any information passed through its API.

16. General

16.1. Non-Exclusive Relationship

The relationship between Supplier and Ayenaya is non-exclusive. Supplier may sell services through other marketplaces (including competitors of Ayenaya), and Ayenaya may promote and offer services substantially similar to or competitive with Services.

16.2. Governing Law

This Agreement shall be governed by and construed in accordance with the provisions of Spanish law under exclusion of its conflict of law rules. The place of performance and exclusive legal venue for any disputes arising from or in connection with the performed services shall be Palma de Mallorca provided that the Supplier is a merchant or legal person under public law or has no place of business or domicile in Spain.

16.3. Amendments

Ayenaya may propose amendments to this Agreement by posting the revised terms and conditions on the Ayenaya website or Supplier Administration site, or by any reasonable means (including via email, via the Communication Tools, or via a notice on the Supplier Administration Site). Ayenaya will provide at least four weeks’ notice of these changes prior to the proposed Amendment Effective Date. It is Supplier’s responsibility to check the Ayenaya website or Supplier Administration Site regularly for any amendments. Supplier may reject a proposed amendment by sending a notice of rejection to Ayenaya, in the manner specified, before the proposed Amendment Effective Date. If Supplier does not send such a notice of rejection to Ayenaya before the proposed Amendment Effective Date, or continues to use the Ayenaya Platform after the Amendment Effective Date, Supplier shall be deemed to have agreed to the proposed amendment. Except as set forth in this section, all amendments or modifications to this Agreement must (i) be in writing, (ii) refer to this Agreement, and (iii) be executed by an authorized representative of each Party.

16.4. Assignment

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) either Party may assign this Agreement in its entirety, without consent of the other Party, (a) to an affiliate of that Party, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party, and (ii) Ayenaya may delegate or assign any right or remedy under this Agreement to a Ayenaya Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.

16.5. Notices

Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail. In addition, Ayenaya may send notices to Supplier using the Communication Tools. Notices will be sent to a Party at its address set forth in this Agreement or such other address as that Party may specify in writing pursuant to this section.

16.6. Force Majeure

If either Party is prevented from performing any of its duties or obligations hereunder in a timely manner by a Force Majeure Situation, the afflicted Party, upon giving prompt notice to the other Party, shall be excused from such performance (i) to the extent that the afflicted Party is prevented from performing such duties or obligations, (ii) for the duration of the disruption caused by the Force Majeure Situation. If a Force Majeure Situation detrimentally affects a Party’s performance for fourteen days or longer, the other Party may terminate this Agreement.

16.7. Interpretation

In this Agreement, (i) “including” means “including but not limited to,” and (ii) general words shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Captions and section headings used in this Agreement are for convenience only and are not a part of this Agreement and shall not be used in construing it. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Each Party has participated equally in the preparation and negotiation of this Agreement, and waives to the fullest extent permitted by law any rule of interpretation or construction requiring that this Agreement be interpreted or construed against the drafting Party.

16.8. Confidentiality

Each Party agrees that it will not use or disclose to any third party any Confidential Information disclosed to it by the other except (i) as permitted in this Agreement, or (ii) as required by a court or other governmental authority. Ayenaya may disclose Confidential Information to the Ayenaya Parties. Each Party will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

16.9. Miscellaneous

The Parties are independent contractors, and no partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Ayenaya and any subagents disclaim, and Supplier waives, any duty arising from the creation of an agency relationship (including any duty of loyalty or care), to the maximum extent permitted by Applicable Law. Except as otherwise expressly provided herein, all remedies provided for herein are cumulative, in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. The Ayenaya Parties are expressly named as third party beneficiaries to this Agreement, and each of the Ayenaya Parties has the right to enforce this Agreement against Supplier as this Agreement pertains to its respective rights as a third party beneficiary, including the service levels specified in Section 5.4. Except as provided in this section, all rights and obligations of the parties hereunder are personal to them and this Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement sets forth the entire understanding and agreement of the Parties, and supersedes (i) any and all oral or written agreements or understandings between the Parties, as to the subject matter of the Agreement, and (ii) any terms and conditions governing the use of Supplier’s or a Connectivity Partner’s API. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Exibit A - Definitions

• Amendment Effective Date means the date a proposed amendment will enter into force.

• Applicable Law means any (i) applicable local, state, provincial, national, or other law or regulation, and (ii) Relevant Requirements.

• Applicable Taxes means any and all sales, use, excise, value added (VAT), consumption, or other tax, duty, imposition, levy, fee or charge, however designated, imposed or collected by any governmental entity, whether currently in effect or adopted or implemented thereafter, but excluding any income-based tax applicable to Ayenaya.

• Ayenaya Content means all content on the Ayenaya Platform, including customer reviews and Content Modifications, but excluding the Supplier Content.

• Ayenaya Parties means Ayenaya and the Affiliates, Distribution Partners, advertising platforms, and their respective officers, directors, employees and agents.

• Ayenaya Platform means the internet booking platform operated by Ayenaya accessible via www.Ayenaya.com, related websites, affiliate websites, Distribution Partner websites, apps, Distribution Partner apps, tools, Distribution Partner tools, platforms, Distribution Partner platforms, devices, or other facilities.

• Booking means a purchase of Services by a Customer via the Ayenaya Platform.

• Business Day means Monday through Friday of each week, except for holidays observed in Mallorca, Spain.

• Chargeback means a credit card chargeback or any other reversal of a transfer of funds.

• Closed User Group means a group of consumers that share one or more characteristics for purposes of promotions and marketing, as determined by Ayenaya.

• Commission means the portion of the Retail Price of Services invoiced by Ayenaya for (i) use of the Ayenaya Platform, (ii) marketing performed by Ayenaya, (iii) customer service performed by Ayenaya, (iv) Ayenaya’s brokering of transactions between Supplier and Customers, and (v) other services performed hereunder by Ayenaya.

• Communication Tools means the tools provided on the Ayenaya Platform to enable communication (i) between Supplier and a Customer or (ii) between Ayenaya and Supplier.

• Completed Booking means a Booking which has resulted in the actual provision of Services by the Supplier to the Customer.

• Confidential Information means information about the disclosing Party’s business, products, technologies, strategies, customers, finances, operations or activities, including all business, financial, technical and other information disclosed by the disclosing Party. Confidential Information will not include information that the receiving Party can establish (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving Party knew prior to receiving such information from the disclosing Party.

• Connectivity Partner means a third party who operates a service to connect Supplier’s systems to the Ayenaya Platform, to facilitate the acceptance and management of Bookings.

• Content Modifications means all adaptations, translations, or other modifications that Ayenaya makes (or has made by third parties) to the Supplier Content.

• Covered Claim means (i) when Ayenaya is the Indemnifying Party, any third-party claim, suit, demand, action, audit, or investigation brought against Supplier arising out of or related to the Ayenaya Content, including any allegation that the Ayenaya Content infringes any third party rights, and (ii) when Supplier is the Indemnifying Party, any third-party claim, suit, demand, action, audit, or investigation brought against a Ayenaya Party arising out of or related to (a) Supplier’s breach of this Agreement or improper use of the Ayenaya Platform, (b) Supplier’s interaction with any Customer, (c) the Services or any injury, death, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind occurring or arising in connection therewith, (d) a Customer’s passenger rights, travel law rights, package travel directive rights, or similar rights or remedies, (e) Supplier’s violation of Applicable Laws or third party rights, (f) the Supplier Content or Supplier Marks, including any allegation that the use of the Supplier Content or Supplier Marks by the Ayenaya Parties as permitted by this Agreement infringes any third party rights, or (g) any failure to collect or remit, or any erroneous collection or remission of, any sales, value-added, or other taxes.

• Customer means an end-user who purchased Services from a Supplier via the Ayenaya Platform or any person who received Services from a Supplier as a result of a Booking made via the Ayenaya Platform (e.g. tour participants).

• Customer Personal Data means the name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information, and any other non-public, identifying information about Customers available to Supplier as a result of Supplier’s relationship with Ayenaya or any purchase of Services by Customers.

• Data Protection Laws means any applicable law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) that relates to the protection of individuals with regards to the processing of personal data, including GDPR and all laws promulgated thereunder.

• Dispute means any and all disagreements, controversies, or claims of any sort between the Parties arising out of, or in any way relating to, this Agreement, any of the Parties’ respective rights and obligations arising out of this Agreement, or the making, performance, breach, interpretation, or termination of this Agreement, including any claims based in tort.

• Distribution Partner means a third party with whom Ayenaya has a contract for the distribution and sale of tours or activities.

• First Half means the 1st through the 15th of a month.

• Force Majeure Situation means circumstances beyond a person or entity’s reasonable control, including earthquakes, floods, fires, other natural catastrophes, acts of war (whether declared or not), acts of terrorism, riots, civil disturbances, pandemics, epidemics, government actions, nuclear or chemical contamination, electrical or internet outages, failures of public infrastructure, and strikes.

• Free Cancellation Period means the period starting when a Booking is made, and ending 24 hours before a Service is scheduled to begin.

• Full Refund means, with regard to a Booking, that (i) Ayenaya will refund to the Customer the full amount paid for the Booking; (ii) Supplier will receive no payment for the Booking; and (iii) Ayenaya will receive no Commission for the Booking.

• GDPR means General Data Protection Regulation (EU) 2016/679.

• Indemnified Party means an entity (either Supplier or a Ayenaya Party), who seeks indemnification pursuant to Section 10 of the Agreement.

• Indemnifying Party means the Party requested to provide indemnification pursuant to Section 10 of the Agreement.

• Intellectual Property Rights means all copyright, trade secret, trademark, database, or moral rights recognized by the laws of any jurisdiction or country.

• Login Credentials means the user IDs, passwords, and any other information used to access the Supplier Account.

• No Show means a Customer who fails to appear for booked Services through no fault of Supplier.

• Party means either Supplier or Ayenaya, as appropriate; “Parties” means both Supplier and Ayenaya.

• Payment Service Provider means a payment service provider appointed by Ayenaya.

• Platform Rules means the rules located at supplier.Ayenaya.com/terms-conditions#platform-rules, as updated from time to time.

• Listing means an offer on the Ayenaya Platform stating that Supplier will make a specific Service available at a specified Retail Price.

• Prohibited Content means content that (i) contains a virus, worm, or other harmful code, (ii) violates any Applicable Law, (iii) infringes the rights of any third party, including privacy rights, (iv) is pornographic, obscene, insulting, objectionable or otherwise inappropriate, or (v) or is defamatory or libelous.

• Relevant Requirements means any anti-slavery, anti-human trafficking, anti-corruption, or anti-bribery law, or any trade or financial sanctions, administered, enacted, or enforced by the European Union or any of its member states

• Remnant Booking means a Booking made prior to the termination date of this Agreement, but scheduled to be completed after the termination date of this Agreement.

• Retail Price means the retail price (including any Applicable Taxes and fees) at which Services will be sold to Customers and Travel Agents through the Ayenaya Platform.

• Second Half means the 16th through the end of a month.

• Services means the Supplier’s tours or activities offered by Supplier through the Ayenaya Platform. If Supplier operates an attraction, the term “Services” includes the operation of the attraction and making the attraction available to Customers.

• Statement has the meaning given in Section 4.5 of the Terms.

• Sub-agent/ intermediary means an entity appointed by Ayenaya to act as agent of Ayenaya in its role as agent/ intermediary to the Supplier

• Supplier means a person acting in their professional capacity aiming to make a long term profit or entity entering into this Agreement with Ayenaya.

• Supplier Account means Supplier’s account with Ayenaya.

• Supplier Administration Site means the online tool that allows suppliers to access the Ayenaya Platform and to manage Supplier Content.

• Supplier Content means any content provided by Supplier to Ayenaya, via the Supplier Administration Site or otherwise, including Listings, photographs, videos, and postings.

• Supplier Detail Page means the legal notice page for each Supplier on the Platform. The Supplier Detail Page contains all information as required by EU regulation.

• Supplier Marks means the trademark and tradenames used by Supplier in connection with the Services.

• Service Agreement means the contract which governs the relationship between Supplier and a Customer who purchases Services from Supplier via the Ayenaya Platform, the contract may be updated by Ayenaya from time to time. The Service Agreement is incorporated into the General Terms and Conditions on the following www.Ayenaya.com/terms_of_business. Supplier and Customer are the sole parties to the Service Agreement; Ayenaya is not a party thereto.

• Supplier’s Payment Account means Supplier’s bank account into which Ayenaya may transfer payments.

• Travel Agency means a Distribution Partner who resells tours and activities to a Customer rather than facilitating a sale directly from a supplier to a Customer.