These General Terms and Conditions (“GTC”), together with the Privacy Policy (https://www.ayenaya.com/privacy_policy), as well as the Service Agreement, or any other document that supplements or replaces them, constitute the conditions regulating the use by the use of the Platform by the Customers The Ayenaya Platform is available to users worldwide. The Platform is accessible to all Customers through the url http://www.Ayenaya.com. The GTC aims to define the conditions of access and use of the Platform and the provision of the Activities. Any use of the Platform implies the prior, express, and unconditional acceptance by the Customer. The Customer have been informed and acknowledge that by clicking, at the time of creating the Ayenaya Account, on the "Sign up" button, the mention "I accept the Terms of Service and the Privacy Policy" appears, the set of provisions of the Terms comes into force. We reserve the right, at all times, to unilaterally reject access to the Platform, without prior modifications, to any Customer who does not respect these GTC. The Customer is informed that the GTC may be modified at any time, unilaterally by us in order to comply with any changes in its Services or with any legal, jurisprudential, editorial, and/or technical changes. We undertake to inform the Customer about any changes made to the Services and/or the Terms by email or by means of a special notice posted on the Platform. The conditions applicable to each Activity carried out on the Platform are those provided by the Provider and that the Customer can access online at the time of accepting the Booking and are attached to the Booking confirmation email received by the Customer. These GTC constitute a legally binding contract between the Customer with Ayenaya SL. for exclusively the access and/or use of the Platform

1. About us

We, Ayenaya SL, registered address Calle Tamarells 7, 07400 Alcudia, Spain, ("Ayenaya" or "we" or "us") is the operator of the Ayenaya Platform and are responsible for it accordingly. Our platform is available worldwide in multiple languages and is quick and easy to use. We operate the Ayenaya Platform as an intermediary platform on which tours and Activities ("Activity”) are offered online by a variety of local activity providers such as amusement parks, museums, tour guides, boat tours ("Suppliers")... The Activities include, for example, guided tours, cooking classes, massages, boat trips, and other services. We act as a commercial agent for the Suppliers. The descriptions, photographs, and other content for its own Activities originate from the respective Suppliers. We therefore have no direct influence on such content.

2. Scope

2.1 These GTC apply to all visitors to and users of the Ayenaya Platform ("Users" or “you”). As soon as you use the Ayenaya Platform, you are obliged to comply with these GTC. Therefore, please read them carefully during your first use.

2.2 They are available online and apply to all of our services, unless more specific terms and conditions for a specific service prevail. Should this be the case, we will make this clear at the appropriate time. Any of your terms and conditions that conflict with or deviate from the GTC shall not apply unless we have expressly agreed to them in writing.

2.3 The use of the Ayenaya Platform is only for you personally, i.e. you may not use it under any circumstances for business purposes. Reselling tickets is absolutely forbidden ! This means that any use that goes beyond your personal use in your private environment and/or serves commercial or business purposes, those personally connected to you and/or other third parties, in particular the commercial resale of tickets, is strictly prohibited.

3. What we do

3.1 You can view Activities on the Ayenaya Platform. The contract for the provision of the Activity is concluded exclusively and directly between you and the Supplier ("Service Agreement"). When you buy an Activity on the Ayenaya Platform, you are not buying anything from us, but directly from the Supplier. Service Agreements are concluded by us on behalf and for the account of the Suppliers. We act as a commercial agent for the Suppliers and are commissioned and authorized by the Suppliers to conclude transactions directly between Suppliers and Users, e.g. you, and for the account of the Suppliers and to collect payments from the Users. We do not offer any Activities ourselves and therefore do not become your contractual party to any Service Agreement. We do not act as the organizer, the landlord, reseller, intermediary, or other contractual partner in relation to the Service Agreement with you. We receive a commission from the Supplier for brokering the Service Agreement.

3.2 You can filter the list of Activities by different parameters. The discovery wizard will show you Activities that match your criteria and are offered by a specific Supplier. If more than one Supplier is able to offer an Activity that matches the criteria entered in the discovery wizard, the applicable Activities will be displayed in an order based on the factors including popularity, diversity, availability, cancellation rate, rating, performance over time, and amount of revenue generated.

3.3 In the interest of a fast and smooth process, you may direct questions about your booking to the Ayenaya customer service. For this purpose you can find a form on Contact us ⎸Ayenaya, as well as through our WhatsApp channel. As commercial agents, we support the Suppliers in this process. We usually answer within 24 hours, or at the latest usually within 48 hours. The communication between you and the Supplier can be done directly. In case of emergency, the contact details of the respective Supplier can be found on your reservation.

3.4 We reserve the right to make the use of the Ayenaya Platform, individual functions of the Ayenaya Platform or the extent to which individual functions can be used, subject to certain conditions, such as the payment behavior of the User (e.g. in the case of prior bookings) or the presentation of certain proof (e.g. proof of identity, purchase, payment, or ownership). We reserve the right to restrict your booking of Activities, or cancel Activities you have booked, in the case of suspected fraud, violation of these GTC, or violation of obligations under the Service Agreement, which become known to Ayenaya.

3.5 We are not obligated to improve, extend (update/upgrade) or make available the content, functions and services provided via the Ayenaya Platform. We may discontinue our Platform at any time; there is no right to continuation. However, if you have already concluded a Service Agreement with a Supplier, Section 13 applies to you, i.e. the Service Agreement.

4. Registration and Ayenaya account

4.1 Registration is required to access the Ayenaya Platform, you must register with us in order to use all features.

4.2 In order to create an account (“Ayenaya Account"), you must enter your full legal name and email address in the registration form on the Ayenaya Platform and may set a password. If available, you can create an account without a password by using the option to create a passwordless account with an email verification link. You must keep this data secret so that no third party has access to your account. After clicking the button "Confirm email" you will receive a confirmation ‘welcome’ email from Ayenaya. Your Ayenaya account has now been created.

4.3 You may only create one Ayenaya Account for yourself. You may not transfer the account to anyone else.

5. Conclusion of contract with Ayenaya- User Agreement

5.1 The subject matter of the contract with us as the contracting party, is the use of the Ayenaya Platform free of charge (“User Agreement”).

5.2 The contractual relationship between you and us comes into effect as soon as you use the Ayenaya Platform. A blocking, termination or deletion of your Ayenaya Account is possible at any time via the Ayenaya customer service via the contact form. The contact details can be found at Contact us ⎸Ayenaya .

5.3 Ayenaya may unilaterally terminate your User Agreement, Ayenaya Account or your access to the Ayenaya Platform at any time with a notice period of one week. However, the termination will become effective only after any already established Service Agreements have been executed or canceled. The right to termination for good cause remains unaffected.

6. Payment at Ayenaya

6.1 The price offered on the Ayenaya Platform ("Posted Price") shall apply to the Activity. The amount you pay for an Activity ("Booking Price") is the Posted Price less any applicable discount. Unless otherwise agreed, the Booking Price for the Activity is payable immediately upon booking.

6.2 Ayenaya is entitled to receive the invoiced amounts in the name of and on behalf of the Supplier (as a commercial agent), unless otherwise expressly stated in the Supplier's invoice. With the successful payment to Ayenaya, you have fulfilled your payment obligations towards the Supplier with a discharging effect. If claims are to be paid in a currency other than your local currency (foreign currency claim), Ayenaya may (in its role as a commercial agent) collect payment in your local currency and convert the foreign currency claim at the current exchange rate at the time of the conclusion of the contract. For highly volatile currencies, we may charge a reasonable exchange fee.

6.3 We are your contact in connection with a Service Agreement and payment therefore as the commercial agent of the Supplier. If you wish to request a refund of the Booking Price outside of our cancellation policy, you may contact us. We will then contact the Supplier, and the Supplier will determine in its discretion whether to honor the refund request. A refund granted by the Supplier can be processed by the Supplier through us.

6.4 You must provide payment information truthfully and update it immediately in the event of changes. The means of payment permitted for the Activity will be displayed to you in the order process. The terms and conditions of the payment service provider will apply. Your payment service provider may charge additional fees. You are required to confirm to us that you are authorized to use or have the right to use a payment method you select.

6.5 By authorizing payment, you consent to your payment information being used to collect payment for the Supplier. We reserve the right to make the use of the payment function or individual payment methods on the Ayenaya Platform dependent on a check of the required creditworthiness.

7. Changes and Cancellations

7.1 You may only cancel the Service Agreements in accordance with the cancellation conditions as stated in the Service Agreement or the description of the Activity on the Ayenaya Platform.

7.2 To avoid misunderstandings, you must make changes (e.g. rescheduling the Activity date or making changes to the participants) and cancellations via the Ayenaya Platform, unless otherwise agreed. A cancellation or changes can be made via email using a template in our website. The change or cancellation must be made in good time; what is "in good time" depends on each individual case (e.g. within the applicable cancellation period) and may be subject to the Activity’s availability. Therefore, it is very important that you carefully read all terms and conditions on the Activity page or the Service Agreement. The decisive factor for a timely cancellation is the timely receipt of the notification by Ayenaya. If these conditions are met, we will issue a cancellation/change confirmation on behalf of the Supplier. This will serve as proof of the cancellation/change and therefore must be kept.

7.3 We can notify you of changes or cancellations on behalf of the Supplier, especially if at short notice, by your provided telephone number and by sending changes to your email address.

7.4 Unless there are different cancellation conditions specified in the description of the Activity on the Ayenaya Platform, or in the Service Agreement, the following cancellation conditions shall apply:

• a) For cancellations more than 24 hours before the start of the Activity: full refund of the Booking Price; and
• b) For cancellations 24 hours or less before the start of the Activity or in case of no-show: no refund.

8. Reviews and Other User Content

8.1 We offer you the opportunity to view reviews and other content posted by other users on the Ayenaya Platform. The reviews reflect the personal opinion of a respective user from a specific point in time and are therefore shaped by personal ideas and expectations. It must also be noted that the Activity may have changed since the review or other content was posted. The number of reviews and ratings given should also be taken into account, as a single opinion is often less meaningful than the synopsis of a large number of opinions.

8.2 You can personally influence the content of the Ayenaya Platform by writing reviews of Activities which you have purchased or posting pictures (together, "User Content"). You are fully responsible for the User Content you post. It is strictly forbidden to post User Content on the Ayenaya Platform that: (i) is untrue or misleading; (ii) openly or covertly advertises products, services or companies; (iii) is created in return for remuneration from a third party; (iv) is created by or at the direction of the Supplier who provides the Activity; (v) violates the intellectual property, privacy, or other rights of a third party; or (vi) contains links or similar information/references that are likely to impair the functioning of third-party data processing systems.

8.3 The public accessibility of the User Content may not violate legal provisions, morality and/or the rights of third parties; in particular, you may not upload and/or make publicly accessible any User Content with depictions of violence, pornography, discrimination, insults, racism, defamation or other illegal content or depictions.

8.4 You retain ownership of any User Content you create. You grant 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 User Content including (i) on or through the Ayenaya Platform, (ii) on or through Ayenaya’s partners, and (iii) in online and offline marketing materials.

8.5 We may remove User Content as necessary and at our sole discretion. For example, Ayenaya may remove User Content if, in our opinion, it violates our obligations under Sections 8.2-8.4. We are not obligated to keep copies of User Content or to provide such copies.

8.6 Ayenaya, may display advertisements and other information next to or together with the User Content on the Ayenaya Platform as well as on other media. You are not entitled to any compensation for such advertisements. We reserve the right to make changes to the type and scope of such advertising measures; we will not notify you of such changes.

9. Data protection

9.1 All your personal data collected through the Ayenaya Platform is processed by Ayenaya as a data controller, in accordance with relevant data protection laws and for the purposes described in the Privacy Policy. Ayenaya shares your personal data with Suppliers to the extent it is necessary for the performance of the Service Agreement between you and Supplier or when necessary to comply with a legal obligation and for other purposes legally allowed. Suppliers are independent data controllers and bear the sole responsibility of processing your personal data.

9.2 You will find detailed information on how to exercise your data protection rights in the Privacy Policy.

10. Indemnification

10.1 You shall fully indemnify us for all damages, costs and expenses (including reasonable legal defense costs) incurred by us as a result of:

• 10.1.1 your intentional or negligent misrepresentation, act, or omission in connection with your use of the Ayenaya Platform;
• 10.1.2 your intentional or negligent non-compliance with the GTC; or
• 10.1.3 claims asserted by third parties arising out of or in connection with your access to or use of the Ayenaya Platform that intentionally or negligently violates these GTC.

11. Assignment

You may not transfer or assign your rights and/or obligations under these GTC, except for any claim for damages.

12. Severability clause

Should individual provisions of these GTC be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of any provisions of these GTC that are not included or are invalid. If such statutory law is not available in the respective case or would lead to an unacceptable result, the parties shall enter into negotiations to replace the non-included or invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.

13. Liability

We do not guarantee that the Platform will operate in any operating environment or that it can be used at all times, without interruption or error, or that all errors can be corrected. As the Platform is constantly evolving, it is subject to occasional changes and/or temporary or permanent interruptions without prior notice, especially for maintenance reasons. We are not liable under any circumstances if the Platform is not available due to such changes. In this context, We reserve the right to interrupt, temporarily suspend, or modify without prior notice access to all or part of the Platform, in order to ensure maintenance, or for any other reason, without such interruption generating any obligation of compensation. Certain information included on the Platform has been provided by the Suppliers. We will make every effort to ensure that this information provides the Customer with a correct and as reliable as possible idea regarding the Activities offered. Likewise, we shall not be liable for damages or losses resulting from any Customer's infringements affecting the rights of another Customer, or third parties, including copyright, trademarks, patents, confidential information, and any other intellectual and industrial property rights. We shall not be liable for damages and losses caused to the Customer in the event of impossibility to provide the Activities subject to these GTC, in cases of force majeure, fortuitous event, or other causes not attributable to it. We shall also not be liable for the inadequate use of the Platform as a result of maintenance work, or faulty configuration of the Customer's computer equipment, or insufficient capacity to support the computer systems.

14. Governing law

This agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Customer is located, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts in the jurisdiction of the Customer's residence. Each party hereby consents to the jurisdiction of such courts and agrees to waive any objections to the exercise of jurisdiction by such courts, including but not limited to forum non conveniens.

Last update 27th March 2024

1.Conclusion of contract with the Supplier

1.1 If you select and purchase an Activity on the Ayenaya Platform, you conclude a contract directly with the Supplier. When concluding the contract, we act as the commercial agent of the Supplier.

1.2 After checking the availability of the Activity, you add the respective Activity to the shopping cart by clicking the button "Add to cart". After clicking the button "Checkout", you will be asked for further mandatory information, in particular the payment method, which must be completed.

1.3 By clicking the button "Book now" at the end of the ordering process, you submit a binding offer to conclude a Service Agreement with the Supplier that will provide the Activity. In most cases, you will receive your confirmation within 15 minutes of placing your booking. On occasions, we might need up to 48 hours to receive the booking confirmation from the supplier. However, once we have it, the confirmation will be emailed immediately.

1.4 The Suppliers may provide their own terms and conditions in their respective listings on the Ayenaya Platform ("Activity T&Cs"). Please read these Activity T&Cs carefully, because they may contain important information for you, e.g. regarding cancellation options or conditions. Nothing in the Activity T&Cs shall affect your relationship with us, or our legal rights. In the event of a conflict between a provision of the Activity T&Cs and a provision in Section 7 of the GTC, the provision that is more beneficial to you shall govern the relationship between you and the Supplier.

1.5 We accept the offer in the name and on behalf of the Supplier once you receive a booking confirmation issued in the name and on behalf of the Supplier and a payment confirmation. We reserve the right to accept or reject contract offers at our sole discretion in case of fraud suspicious, and/or under the Supplier´s instructions.

1.6 The contract between you and the Supplier is not set out in a separate contract text. The content of the contract results from the ordered product (i.e. the description of the Activity selected by you), applicable provisions in Section 13 of these GTC, and - if applicable - the Activity T&Cs.

1.7 You must immediately check the order confirmation to ensure that all data has been entered correctly.

2. Prices

2.1 In most cases, Posted Prices quoted are inclusive of all taxes and fees. However, it is possible that additional local taxes or fees are levied locally. If additional taxes or fees will be levied locally, this will be disclosed in the description of the Activity.

2.2 The Posted Prices set by the Suppliers may be subject to special provisions, for example, with regard to cancellations and the refund of payments. You must independently check before booking whether the respective Supplier prescribes deviating conditions.

3. Provision of the Activity

3.1 You must arrive on time at the meeting point indicated by the Supplier. Please also take note of the Activity T&Cs. If you are traveling to the Activity from abroad, you are responsible for the necessary travel documents (passport, visa, etc.) and compliance with health or other requirements.

3.2 The Booking Price does not include insurance of any type. You are responsible for obtaining sufficient insurance coverage. We strongly encourage you to obtain travel insurance, especially if you are booking an Activity that involves outdoor or high-risk activities. We do not operate tours, employ guides, or set safety standards for Activities.

3.3 Suppliers are independent contractors and not agents or employees of Ayenaya. We are not liable for the acts, errors, omissions, representations, warranties, breaches, negligence, or misconduct of any Supplier, or for any personal injury, death, property damage, or other damages or expenses resulting therefrom or otherwise arising from any booking or Activity.

3.4 For time and deadline calculations, the time zone of the Supplier shall be decisive.

4. Further rights of the Supplier

4.1 The Supplier may cancel the Activity on the agreed date without observing a cancellation period if weather conditions, official measures, strikes or other external circumstances that are unforeseeable or can only be averted by disproportionate efforts on the part of the Supplier and are beyond the Supplier's control (in particular events of force majeure) make it impossible or significantly impede or endanger the performance of the Activity. In this case, the Booking Price paid for the canceled Activity will be refunded. You may direct any additional compensation request directly to the Supplier according to 13.3.3.

4.2 The Supplier may exclude you from an Activity if (i) you do not meet the requirements for participation specified on the Ayenaya Platform, (ii) you would endanger yourself or others through your participation, or (iii) you disrupt the implementation of the Activity in any way. In these cases, the Booking Price paid for the Activity will not be refunded.

4.3 The Supplier may make immaterial changes to the program of the Activity at any time if this appears necessary due to circumstances arising at short notice. Insignificant program changes also include a change of the starting/meeting point for the Activity, provided that the new meeting point can be reached by the customer from the originally agreed meeting point on foot or by public transport within 15 minutes. A change of the start/meeting point is possible up to 24 hours before the start of the booked Activity and will be communicated to you by email or displayed via the Ayenaya Platform.

4.4 The Supplier represents and warrants that:

• 4.4.1it has all necessary rights, permits, licenses and other governmental authorisations, registrations and requirements to conduct, carry on and continue its business operations and activities and to make the Supplier available for booking on the Platform.
• 4.4.2 is duly registered with all relevant tax authorities (including the applicable statutory (local) tax authorities) as a Supplier;
• 4.4.3 The Supplier shall encourage compliance with the standards set out in this Clause by any supplier of goods or services it employs to fulfil its obligations under this Agreement.

5. Liability

5.1 Both the Supplier and the Customer acknowledge and agree to assume certain responsibilities and risks associated with the provision and participation in the Activities offered. While the Supplier endeavors to provide safe and enjoyable experiences, it is understood that unforeseen circumstances may arise.

5.2 The Supplier shall be liable for any direct damages caused by its gross negligence or willful misconduct in the provision of Activities. Likewise, the Customer shall be liable for any direct damages caused by their own gross negligence or willful misconduct during participation in the Activities.

5.3 In the event of personal injury, property damage, or other direct damages resulting from the Supplier's failure to exercise reasonable care or comply with applicable laws and regulations, the Supplier agrees to indemnify and hold harmless the Customer against any claims, liabilities, damages, losses, costs, or expenses arising therefrom.

5.4 This Liability Clause shall survive the termination or expiration of the agreement between the Supplier and the Customer, ensuring ongoing protection and accountability for both parties involved.

6. Complaints

6.1 For the purposes of this clause, incidents in the Booking that must be processed via email info@Ayenaya.com shall be understood as follows:

• 6.1.1 any modification of a confirmed Booking,
• 6.1.2 any cancellation by the Customer of a confirmed Booking
• 6.1.3. the defective provision of the Services included in the confirmed Booking.

6.2 The Customer agrees to immediately inform the Supplier about Booking incidents of which it is aware or which are foreseeable before the arrival date

7. Final provisions

7.1 We may amend or adjust these GTC in the future, e.g. to take into account changes in the law, market changes ,or regulatory gaps. We will then inform you of this in good time and in an appropriate manner. If you object, we or you can terminate your Ayenaya Account or your access to the Ayenaya Platform with immediate effect. 7.2 All notices and other declarations transmitted within the framework of these GTC must be made in writing (e.g. by email).

7.3 In these GTC, (i) “including” means “including but not limited to,” (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, and (iii) words suggesting the singular include the plural, and vice versa. Captions and section headings used in these GTC are for convenience only and shall not be used in construing the GTC.

7.4 The online dispute resolution platform of the European Commission can be accessed here. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

7.5 In case of discrepancy between any of the provisions of the main body of these Supplier-Service Agreement and the Activity T&Cs, the provisions of the Activity T&Cs shall prevail.

8. Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Customer is located, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts in the jurisdiction of the Customer's residence. Each party hereby consents to the jurisdiction of such courts and agrees to waive any objections to the exercise of jurisdiction by such courts, including but not limited to forum non conveniens.

9. Right of withdrawal

If you are a consumer, i.e. if you are a natural person who is acting for purposes which are outside your trade, business, craft or profession, and your habitual residency is in the European Economic Area, you generally have a statutory right of withdrawal in accordance with the following withdrawal information. In some cases, however, a right of withdrawal is excluded by law, so that you may not have a right of withdrawal for your specific contract.

9.1 Exclusion of the right of withdrawal

The right of withdrawal is excluded by law in the case of distance contracts for the provision of leisure activities if the contract provides for a specific date or period of performance. This includes date or time-bound "Tours" of various kinds, "(Multiple) Day Trips", "Entrance Tickets", "Guided Tours", "Water Activities", "Adventures", "Other Experiences" and "Combination Offers" arranged by the Supplier.

9.2 Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason, before the provision of the Services on the date selected. The withdrawal period will expire after 14 days from the day on which you purchase, or a third party other than the carrier and indicated by you acquires, physical possession of the last good. To exercise the right of withdrawal, you must inform us ( Ayenaya SRL, calle tamarells 7, 07400, Alcuda, Spain info@Ayenaya.com (spam protection)) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

####9.3 Effects of withdrawal If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

9.4 Apart from the above, the following applies with regard to your right of withdrawal:

You can use the model withdrawal form below to declare your withdrawal, but are not obliged to use it.

Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract).

To Ayenaya SL Calle Tamarells 7, 07400 Alcudia, Spain info@Ayenaya.com:

I/we() hereby give notice that I/We() withdraw from my/our() contract of sale of the

following goods() /for the provision of the following service(),

Ordered on() /received on(),

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date () Delete as appropriate. *

SUPPLIER TERMS AND CONDITIONS

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 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.

8.1. 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.

Exhibit 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 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.

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

• 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.

• 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.

• 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.