Va Beau Supplier Agreement
https://vabeau.com

Last Updated: March 15, 2024

1. Introduction

This Supplier Agreement (the “Agreement”) constitutes a legally binding agreement made between you, a Supplier, whether personally or on behalf of an entity, and Big Beautiful Dream, LLC, d/b/a Va Beau, along with its agents, assigns, and affiliates (“Va Beau”, “we”, “us”, or “our”), concerning your access to and use of the https://vabeau.com platform, as well as any affiliated websites, including mobile websites or applications, related, linked, owned, operated or otherwise controlled by Big Beautiful Dream, LLC (collectively, the “Platform”).

Through access and use of our Platform, travel tour operators (“Suppliers”, “you”, or “your”) can offer, promote, market, and sell package tours to individual users of the Platform (“Travelers”). Suppliers may use the Platform to post tour availability, tour content, tour links, as well as soliciting booking and reviews from Travelers (collectively, the “Services”).

This Agreement, together with our site-wide Terms of Use, Traveler Terms and Conditions, Privacy Policy, and Cookie Policy (collectively, the “Terms”) set out the terms on which Va Beau provides the Services through the Platform. When we refer to “you”, we mean any person that accesses or uses the Services. If you are entering into this Agreement on behalf of a company or other legal entity, the terms “Supplier”, “you” or “your” shall also refer to such entity.

You agree that by accessing the Platform, you have read, understood, and agreed to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.‍

You may not use or access the Services unless you represent and warrant that (1) your use of the Services complies with all applicable laws and regulations, (2) you have not at any time breached a contract with Big Beautiful Dream, LLC, and (3) you accept and agree to be bound by these Terms.

These Terms constitute the entire agreement between you and us, regarding your access to, and use of any of our Platform and Services.‍

2. Changes

Supplemental Terms and Conditions or documents may be posted on the Platform from time to time and are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you agree to waive any right to receive specific notice of each change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are updated.‍

3. Definitions

Capitalized terms not defined elsewhere in these Terms have the following meanings:

* “Booking Page” means a unique booking webpage for a specific tour, service, or product on the Platform where a Traveler can introduce their data and payment details to directly book a specific Tour. Suppliers may use the backend Platform software to enter their Tour details for display on the booking page to Travelers.
* “Booking” means the purchase of a Tour on the Platform by a Traveler.
* “Commission” means the commission payable to Va Beau by Supplier in accordance with these Terms.
* “Commission Rate” means the percentage rate of Commission as set forth within Supplier’s Va Beau Account.
* “Gross Booking Value” means the total value of a completed Booking as provided by the Supplier for the Tour net of any discounts and promotions. The Gross Booking Value does not include airfare, insurance, pre and post accommodations, extra transfers, extras, and add-ons, discounted or familiarization staff travel, and anything else similar in nature. Cancellations and refunds are also not included and will reduce the Gross Booking Value.
* “Supplier” means the provider of a Tour. Va Beau is not a Supplier.
* “Platform” means the online marketplace operated by Va Beau on which Tours are marketed and made available for purchase by Travelers and where Suppliers can register and access their Va Beau Supplier Account.
* “Tour” means a package travel tour, activity, or other travel-related service offered and operated by a Supplier and sold via the Platform. Va Beau does not operate Tours or sell Tours in its own name.
* “Traveler” means a person who, pursuant to these Terms, purchases a Tour on the Platform.
* “Distribution Channels” means the Platform and other owned, affiliated, related and third party online and offline marketing and travel distribution channels where Va Beau may market and distribute Supplier’s Tours for purchase (i.e. Bookings) to end customers (i.e. Travelers).

4. Use of the Platform as a Supplier

Va Beau operates the Platform on which Suppliers can offer and market Tours. Your use of the Platform and Services is permitted by Va Beau only for legitimate business purposes to advertise and solicit Bookings for legitimate Tours. You agree not to use our Services to make any false, fraudulent, or misleading Booking Pages or Bookings.

Our Services are solely for persons who are aged 18 years or older. Any access to or use of the Platform by anyone under 18 years is expressly prohibited. By accessing or using the Services and the Platform, you guarantee that you are 18 years or older.

If you are acting on behalf of a company or another legal entity, you guarantee that you are legally entitled to accept these Terms on such entity’s behalf.

In connection with these Terms, you may be entitled to receive certain records in writing. You give us permission to provide any records you may be entitled to, such as contracts, account notices and other communications, electronically instead of in paper form.

5. Supplier Accounts

To access and use our Services as a Supplier, you will be required to register for and to set up an account through the Platform (your “Account”). To set up your Account, we need certain information about you, including your email address and a password, to create your Account (collectively “Account Data”). Please keep your Account Data accurate, current, and secure at all times. You may update your Account Data any time by logging in to your Account.

You consent to the collection and use of your Account Data and certain other information in accordance with our Privacy Policy located at https://vabeau.com/privacy policy.

You are solely responsible for maintaining the confidentiality of your password and Account and for all statements made and acts or omissions that occur using your password and Account. Therefore, you must take steps to ensure that others do not gain access to your password and Account. You may not transfer or share your Account or Account Data with anyone, and we reserve the right to immediately terminate your Account if you do transfer or share your Account or Account Data.

You may terminate your Supplier Account at any time by contacting us to request that we close your Account, and by discontinuing your use of all parts of the Services. If you close your Account, we may continue to display your previously published Supplier Content and are under no obligation to remove any of your Supplier Content.

In the event of a breach or accidental disclosure of sensitive information, you must notify Va Beau immediately by email at care@vabeau.com.

6. Content and Intellectual Property Rights

As part of creating and managing your Booking Pages, including advertisements for Tours, you are permitted to post, upload, publish, submit, or transmit text, graphics, images, video, or other materials (“Supplier Content”) on the Platform and through the Services.

By making available any Supplier Content, you agree that Va Beau may use your Supplier Content on our Platform, particularly to (i) advertise, market, promote, and distribute Products on or through the Distribution Channels, (ii) advertise, market and promote destinations and activities on or through the Distribution Channels and to market and promote the Distribution Channels, and (iii) otherwise perform Va Beau’s obligations and exercise Va Beau’s rights under this Agreement.

You hereby grant to Va Beau a worldwide, irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to publicly display, reformat, create derivative works based upon, or otherwise use your Supplier Content for the aforementioned purpose.

Va Beau does not claim any ownership rights in any such Supplier Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Supplier Content. Supplier agrees that Va Beau shall own all right, title and interest in and to any derivative works of the Supplier Content created by or on behalf of Va Beau, whether prior to or after the effective date of this Agreement, and hereby assigns to Va Beau all right, title, or interest that Supplier may have to such derivative works.

You acknowledge and agree that you are solely responsible for all Supplier Content that you make available on the Platform or through the Va Beau Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all Supplier Content or you have all rights, licenses, consents and releases that are necessary to grant to Va Beau the rights in such Supplier Content, as contemplated under these Terms; and (b) neither the Supplier Content nor your posting, uploading, publication, submission or transmittal of the Supplier Content or Va Beau’s use of the Supplier Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You may not upload or submit Supplier Content that (i) is illegal, pornographic, incites hate, obscene or defamatory; (ii) infringes on intellectual property rights of others, or (iii) contains viruses, malware, trojan horses or other infested files. Supplier Content that violates this clause can be blocked or removed immediately without notice.

Va Beau and its affiliates may display advertisements and other information adjacent to or included with your Supplier Content on the Platform. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without notice to you.

7. No Liability for Supplier Businesses

We do not operate Tours and, as such, we will have no liability for any damages or injuries that may occur during a Traveler’s participation in any such activities. Our role is to serve as a platform that enables Travelers to discover and book Tours offered by Suppliers. Although we facilitate these transactions, it is ultimately the responsibility of the Traveler to conduct their own due diligence to determine the appropriateness and safety of any Tour.

Therefore, by listing Tours on our Platform, you as a Supplier pledge to ensure the safety of your Travelers and to provide true, accurate, and up-to-date information about your offerings.

It is also your sole and exclusive responsibility to ensure your business as a Supplier is properly licensed, insured, and otherwise complies will all applicable laws in the location where you operate.

Insurance Requirements. At Va Beau’s discretion, Supplier must obtain ongoing Public (Product) liability and errors and omissions insurance that meets industry norms and legal requirements. Insurers must be A.M. Best A-VII rated or equivalent. Coverage must include operations, liability, and personal and advertising injury. Upon request, Supplier will name Va Beau as an additional insured and provide proof of insurance, which will be primary over Va Beau’s own policies.

Va Beau may alter insurance demands or waive them depending on Supplier’s Products. The mandated insurance does not limit Supplier’s liability or guarantee adequacy of protection under this Agreement.
Should Supplier not meet insurance obligations within 15 days of written notice, Va Beau can deactivate Supplier or terminate this Agreement.

8. Supplier Representations

Supplier represents, warrants, and covenants that:

* Supplier affirms it holds all necessary registrations, licenses, and authorizations for its business and Products.
* Supplier will provide the Products and related services in line with industry best practices and is compliance with all relevant laws, including performing background checks for its employees where recommended or required.
* Supplier’s staff will be adequately trained and skilled, ensuring Products are delivered proficiently in line with industry standards.
* Supplier will adhere to all applicable laws and regulations, and not engage in behavior that could harm Va Beau’s reputation.
* Va Beau reserves the right to verify Supplier’s identity, the existence of Products, and the authority to offer them. Va Beau may use third-party services for these checks, which could use Supplier’s details for current and future verifications.

In addition, Supplier will comply with Va Beau’s Supplier Code of Conduct available at the following link: Supplier Code of Conduct

If Va Beau suspects a breach of this Agreement by Supplier, we may terminate this Agreement and impose obligations on Supplier to ensure commitments to Travelers are met, including sourcing alternate suppliers at Supplier’s expense.

No Subcontractors. Supplier may not subcontract or otherwise transfer any of its rights or obligations under this Agreement; provided, however that Supplier may subcontract delivery of the Products with the prior written consent of Va Beau (which consent may be provided by Va Beau by e-mail). In the event the Supplier uses a subcontractor, Supplier will nevertheless remain responsible for the satisfactory delivery of Products and shall be liable for such subcontractor’s compliance with the terms and conditions of this Agreement and any breach or failure of such subcontractor to comply herewith.

9. Booking Payment Terms and Commissions

Product Rates. For each Product, Supplier will provide Va Beau the following rates: a Net Rate and suggested retail rate. The “Net Rate” means the purchase price of the Product including all applicable per person fees and all applicable taxes and other charges. The Net Rate is intended to be the lowest amount a Product may be sold for, while suggested retail rates may take into consideration other factors such as Supplier’s desired profit margin.

Supplier shall be solely responsible for the payment of all applicable taxes, including without limitation value added tax, sales and use tax, and any other taxes applicable to the sale of the Products (“Taxes”).
Va Beau has the right to set the actual retail rate of each Product displayed via the Platform or other Distribution Channels.

The Net Rates provided by Supplier will be valid until such time as (a) Supplier modifies the Net Rates through the Platform, or (b) where Va Beau has agreed to permit Supplier to modify Net Rates in any manner other than through use of the Platform. Va Beau will have up to two (2) weeks to implement any modification to Net Rates regardless of the manner that such modification is made, and Va Beau shall pay the prior Net Rate for all Product Bookings during this period.

Payment Terms. Suppliers can offer Travelers the option to book paid Bookings for Tours through the Platform by means of secure online payment methods.

In such cases, Va Beau will process Traveler payments through third-party payment processors on behalf of Supplier. Va Beau holds all Booking payments through its third-party payment processors until the Tour is complete and then releases payment to Suppliers.

Va Beau will release payments to Supplier for the Net Rate of Products sold and delivered (less Va Beau’s Commission) on a monthly basis, after deductions for cancellations and refunds. Payments will be made via Electronic Funds Transfer (EFT) within thirty (30) days of the end of each calendar month. If the payment is under $100 USD, Va Beau may delay payment until the minimum is met.

Va Beau shall pay Supplier via EFT to Supplier’s designated bank account. Should Supplier not supply or update the necessary bank and tax details, Va Beau may withhold payment until banking details are provided. Payment methods other than EFT or in currencies other than USD may incur transaction or currency conversion fees up to the cost incurred by Va Beau. Va Beau will provide transaction IDs and Booking details for each payment. INVOICES FROM SUPPLIER ARE NOT REQUIRED BY THIS AGREEMENT AND WILL BE REJECTED; VA BEAU IS NOT OBLIGED TO PAY SUCH INVOICES.

With respect to any amount to be paid by Va Beau under this Agreement, Va Beau may set-off against such amount against any amount that Supplier is obligated to pay to Va Beau or for which Supplier is required to reimburse Va Beau under this Agreement.

Commissions. Va Beau will retain a Commission for each Traveler Booking of Supplier’s Tours. The Commission Rate will be specified in your Supplier Account. Va Beau does not retain a Commission if a Tour is later canceled. Similarly, Va Beau’s Commission will be adjusted proportionally in case of a partial refund to the Traveler.

Commissions are calculated based on the advertised Booking currency (i.e., Tours denominated in USD will result in Commissions in USD).

Notification of Billing Discrepancies. Supplier must email Va Beau within 45 days of providing a Product to a Traveler or within 30 days of receiving payment, whichever is later, to report any billing errors. After such periods, adjustments for billing discrepancies will be made in Va Beau’s sole discretion. Claims regarding payments, including Product rates and Supplier payments, must be made within one (1) year of the due date of the disputed payment or, if multiple payments are involved, within one (1) year of the due date of the first disputed payment.

Pricing Warranty. Supplier guarantees that the net Product rates given to Va Beau are the lowest available compared to any third parties. Should Supplier offer a third party a lower rate or a more advantageous pricing structure, including free offers, Supplier must inform Va Beau immediately and apply these conditions to Va Beau retroactively from the date given to the third party. Failure to do so gives Va Beau authority to suspend Supplier or end this Agreement with advance written notice.

Pricing Obligations. Listed Product rates must cover all fees, taxes, and other charges per person. It is Supplier’s responsibility to pay all respective federal, state, and local taxes applicable to Bookings and any income Supplier receives from such Bookings.

Va Beau retains the authority to set final listed prices on its Distribution Channels. Supplier can change Product rates via the Platform or, if permitted, by approved written notice to Va Beau. Va Beau requires up to two (2) weeks to process any Product rate changes and will honor previous rates for Bookings during this period.

Prohibited Acts and Consequences of Breach. Supplier is prohibited from using the Distribution Channels for any payment transactions or fund transfers with a Traveler, except when directly stemming from the Traveler’s purchase of a Product within said Distribution Channels.

Supplier shall not commit payment fraud, including the misuse of various payment methods like credit and debit cards, PayPal, Apple Pay, and Android Pay. Should Va Beau suspect a breach of these terms, we reserve the right to terminate this Agreement and retain any payments due to Supplier.
Additionally, recurring chargebacks or payment reversals may also lead to Agreement termination and withheld payments. Suppliers are solely responsible for any Traveler chargebacks, not Va Beau. Va Beau is entitled to use any withheld funds to cover costs arising from Supplier’s fraudulent activities or excessive chargebacks without prejudice to any other rights and remedies Va Beau may have against Supplier.

10.  Foreign Exchange Rate Fluctuations Disclaimer

Va Beau shall not be held liable for any fluctuations in foreign exchange rates that may affect the publicly listed price of Tours offered by Supplier. Supplier acknowledges and accepts that they are solely responsible for any variation in the pricing of their Tours due to changes in foreign exchange rates. Supplier shall be responsible for monitoring the foreign exchange market and making any necessary adjustments to the pricing of their Tours to ensure accurate and up-to-date information on all Booking Pages.

In no event shall Va Beau be liable for any direct, indirect, incidental, special, consequential, or punitive damages or losses arising out of or in any way connected with fluctuations in foreign exchange rates, whether based in contract, tort, strict liability, or otherwise, and even if Va Beau has been advised of the possibility of such damages or losses. By using the Platform, Supplier expressly waives any claims or disputes related to fluctuations in foreign exchange rates and shall indemnify and hold harmless Va Beau from and against all claims, losses, liabilities, damages, costs, and expenses, including, without limitation, legal and accounting fees, arising out of or in any way related to fluctuations in foreign exchange rates.

11. Product Bookings & Booking Pages

Instant Confirmation Bookings. All Products will be subject to Instant Confirmation Booking unless Va Beau and Supplier mutually agree that Instant Confirmation Booking is not commercially possible for a specific Product or that a Product is subject to On Request Booking (defined below). “Instant Confirmation Booking”, means that Va Beau is authorized to accept all requests from Travelers for the purchase of Supplier’s Products and to send confirmation of Product purchases to Travelers. For avoidance of doubt, Supplier will accept all Instant Confirmation Booking requests and may not reject an Instant Confirmation Booking. If an Instant Confirmation Booking request lacks certain Traveler Information, Supplier shall follow Va Beau’s then-current Traveler contact procedures (defined below).

On Request Bookings. The parties may mutually agree that a specific Product is subject to “On Request Booking,” which means Supplier may accept or reject a Booking request for the Product before the Traveler receives confirmation from Va Beau.

For On Request Bookings made by Travelers, Supplier agrees to accept or reject the Booking request as quickly as possible and in no event later than forty-eight (48) hours after the Booking request is made. If Supplier accepts the request, the Product will be deemed purchased and confirmed.

Management of Bookings. Supplier will manage Bookings, including without limitation accepting, rejecting, and confirming Bookings, using the Platform. Supplier must always keep Product availabilities current.

All Bookings not rejected by Supplier, or Supplier’s technology provider through an interface made available by Va Beau, will be deemed accepted by Supplier.

Supplier agrees that each Product and corresponding Booking Page must comply with Va Beau’s Terms, particularly the Acceptable Use policy in Section 4 of our site-wide Terms of Use. If a Product does not meet our Acceptable Use policy either at time of submission or at any time thereafter, Va Beau reserves the right to reject such Product before it is listed, or remove such Product listing from the Distribution Channels, as applicable.

12. Cancellation and No-Show Policy

For each Product, Supplier will adhere to Va Beau’s cancellation policy as set forth on the Platform at the time of Product Booking (if any). Supplier may set its own cancelation and no-show policy, however, Supplier will not impose a more restrictive cancellation policy on Travelers Booking via the Platform than the cancellation policies Supplier imposes on customers booking directly with Supplier or through any third party (including, without limitation, through coupons, deal-of-the-day or flash sale websites, or any other distribution channel) (the “Supplier No Show Policy”).

Unless cancelled by Va Beau, all Products booked by Travelers through the Platform will remain available to Travelers in accordance with the Supplier No Show Policy. Supplier will use commercially reasonable efforts to accommodate Travelers arriving after any no-show cut-off time.

Va Beau has no obligation to provide refunds to Travelers who do not contact Va Beau to cancel within the applicable cancellation period. In the event of a Traveler cancellation due to a force majeure event, Va Beau shall not be required to pay Supplier for the Product Booking so long as Va Beau has received sufficient evidence from the Traveler that the force majeure event has prevented the Traveler from using the Product.

13. Supplier Technology Partners

If Supplier uses a third-party technology platform to manage reservations and accept Bookings for Supplier’s Products (a “Technology Partner”), Supplier will make sure the Technology Partner:

* provides Va Beau with all necessary access to and rights to use the Technology Partner’s application program interface to enable Va Beau to provide the services described in this Agreement;
* does not charge Va Beau or the Supplier any fees beyond the lowest standard fee the Technology Partner charges for a Booking made through the Technology Partner and not through Va Beau;
* maintains the obligations of confidentiality and non-disclosure for Va Beau Confidential Information as if Technology Partner were the receiving party of Confidential Information under Section 16 of this Agreement;
* does not use any of Va Beau’s Confidential Information, including, without limitation any information sent between Va Beau and Supplier via the Technology Partner (“Va Beau Data”), for any competitive purpose, to perform data analytics or for any purpose other than to enable Va Beau to provide the services described in this Agreement; and
* has, and shall maintain throughout the term of this Agreement, safeguards against the destruction, loss, alteration, unauthorized access, or disclosure of any Va Beau Data in its possession, consistent with best practices in the industry and as rigorous as the protections the Technology Partner affords its own proprietary data.

14. Supplier Interactions with Travelers

If Supplier needs to contact a Traveler, Supplier shall use only Platform, unless agreed to otherwise by Va Beau.

After a Traveler has purchased a Product, Supplier will not, without permission given by such Traveler directly, contact such Traveler for purposes of marketing or selling tours, activities, or other travel-related destination services and/or products to such Traveler or for any other purpose other than to fulfil the Product purchased or to answer a Traveler complaint.

15. Publicity; Trademarks

Supplier grants to Va Beau the right to use and display Supplier’s and its Products’ names, logos, marks, and trademarks and to display any third-party names, logos, marks, and trademarks used by Supplier regarding the Products (collectively, the “Supplier Marks”) to advertise the availability of the Products. Further, Va Beau may issue a press release, advertisement or public statement that references Supplier, the relationship of the parties, and the Supplier’s Products without Supplier’s prior written consent if such press release, advertisement, or public statement includes Supplier in a list of other companies with similar relationships with Va Beau. Supplier represents and warrants it has all rights and licenses required to grant Va Beau the rights granted in this section. Except as permitted by the foregoing, neither party will issue a press release, advertisement or public statement about this Agreement, the contents of this Agreement or the relationship of the parties without the prior written consent of the other party.

16. Confidentiality

Any information disclosed by or on behalf of one party to the other party during the Term that is identified as being proprietary and/or confidential or that, by the circumstances surrounding the disclosure, ought to be treated as proprietary and/or confidential, including, without limitation, all information about Product rates, Commissions, Supplier payments, the Platform, and this Agreement, are “Confidential Information.”

The party receiving Confidential Information of the disclosing party will maintain safeguards against its destruction, loss, alteration or disclosure, which shall follow industry best practices and be no less rigorous than the protections afforded by the receiving party to its own proprietary information and will not, during or after the Term, (a) use any such Confidential Information for any purpose other than to perform the receiving party’s obligations or exercise the receiving party’s rights under this Agreement, and (b) disclose any such Confidential Information to any third party, other than disclosures made by Va Beau pursuant to the activities contemplated in this Agreement.

Despite the foregoing, the obligations of this section do not apply to information which is: (i) generally available to the public, with no obligation of confidentiality, other than by a breach of this Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party with no obligation of confidentiality; (iii) independently developed by the receiving party without reference to or reliance on the other party’s Confidential Information; or (iv) generally provided to third parties by the disclosing party without restriction on disclosure.

Upon termination of this Agreement, or upon the disclosing party’s earlier request, the receiving party will return, or destroy the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will stop all use of such Confidential Information.

17. Privacy

Supplier will follow all applicable laws and Va Beau’s current Privacy Policy regarding Supplier’s use and disclosure of Traveler Information provided to Supplier by Va Beau or otherwise collected, obtained, or received by Supplier in exercising its rights or fulfilling its obligations under this Agreement.
Supplier will use such Traveler Information only to provide to the applicable Traveler with the Products booked by such Traveler. For all Traveler Information (including without limitation Traveler Information provided to Supplier by Va Beau) in Supplier’s possession or under Supplier’s control, Supplier will:

* Adopt and adhere to a Privacy Policy consistent with applicable laws, rules, regulations and guidelines and Va Beau’s Privacy Policy;
* Use reasonable, industry standard physical, technical, and administrative measures to protect the Traveler Information, including without limitation storing the Traveler Information in secured environments that are not accessible to the public and having security measures in place at Supplier’s facilities to protect against the loss, misuse, corruption, unauthorized disclosure, or alteration of the information by Supplier’s employees or third parties;
* Make sure any collection, use and disclosure of Traveler Information obtained by Supplier under this Agreement follows all applicable laws, regulations, and privacy policies;
* Not use Traveler Information to send any unsolicited, commercial email or other online communication (e.g., “spam”) to Travelers.

For this Agreement, “Traveler Information” means 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 available to Supplier of Travelers.

18. Mutual Representations and Warranties; Disclaimer of Warranties

Each party represents and warrants to the other party that (a) the representing and warranting party has the authority to enter into this Agreement and to perform its obligations hereunder and (b) the execution, delivery and performance of this Agreement does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT TO THE EXTENT AS MAY BE SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES, VA BEAU PROVIDES THE DISTRIBUTION CHANNELS AND ANY OTHER SERVICES, TECHNOLOGY AND MATERIALS UNDER THIS AGREEMENT “AS IS” AND VA BEAU EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY OF THE FOREGOING OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VA BEAU’S LIABILITY TO SUPPLIER FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY VA BEAU TO SUPPLIER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SUPPLIER’S BREACH OF SECTIONS 7 (No Liability for Supplier’s Business; Insurance), 6 (Content and Intellectual Property Rights), 8 (Supplier Representations; No Subcontractors), 16 (Confidentiality), 17(Privacy) OR SUPPLIER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 20 (Indemnification).

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.

20. Indemnification

Supplier will indemnify and hold harmless, and at Va Beau’s request defend, Va Beau and any of our respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors and service providers (each a “Va Beau Indemnified Party”) against all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or suffered by a Va Beau Indemnified Party in connection with any third party claim, suit, demand, action, or investigation brought against a Va Beau Indemnified Party directly or indirectly arising out of or relating to (a) Supplier’s activities, operations, products or services, including without limitation in connection with providing Products to Travelers, (b) the Products, Supplier Content or Supplier Marks, (c) Supplier’s breach (or a claim that, if true, would be a breach) of this Agreement, including without limitation any of Supplier’s representations and warranties in this Agreement and any breach of the confidentiality or privacy provisions in Sections 16 and 17, or (d) taxes arising out of the sale of the Products via the Distribution Channels.

Va Beau will (i) provide prompt written notice to Supplier of any claim giving rise to the indemnification obligation, and (ii) if requesting defense by Supplier, provide reasonable cooperation and assistance regarding the claim (at Supplier’s request and expense) and permit Supplier to assume sole control over the defense and settlement of the claim (provided, however, that Va Beau shall have the right to approve counsel selected by Supplier, such approval not to be unreasonably withheld or delayed) and, if Supplier fails to promptly assume the defense and settlement of the claim after Va Beau’s request, Va Beau may do so at Supplier’s sole cost and expense. Neither party will compromise or settle the claim without the other party’s prior written consent, which will not be unreasonably withheld or delayed.

21. Term and Termination

The term of these Terms will begin upon your acceptance and will continue until terminated by us or by you (the “Term”).

You are entitled to terminate these Terms at any time by using the Account deletion feature in your Account or by emailing us at care@vabeau.com.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.‍

Additionally, Supplier will fulfill all Product Bookings made prior to termination or expiration of this Agreement unless requested otherwise by Va Beau. Notwithstanding the foregoing, Va Beau reserves the right in its sole discretion to cancel pending Product Bookings in circumstances where Va Beau believes that it is in the best interests of Travelers.

Upon termination of any Service or these Terms for any reason, all licenses and rights granted to Supplier pursuant to these Terms will immediately terminate, and Supplier shall cease using the Platform.

22. Anti-Corruption

It is the intent of the parties that no payments or transfers of anything of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Supplier shall comply with all international anti-corruption laws, such as the United States Foreign Corrupt Practices Act.

Supplier agrees that for Supplier’s performance of any of its activities under this Agreement:

No part of any fees paid or payable by Va Beau to Supplier will be paid to any person, firm, corporation, or other entity other than Supplier.

Supplier has not, and will not pay, offer, authorize, or promise to pay, offer, or authorize the payment of, any monies or any other thing of value to:

* any officer or employee of any government, department, agency or instrumentality thereof;
* any other person acting in an official capacity for or on behalf of any government, department, agency or instrumentality thereof;
* any political party, political committee, or any official or employee thereof;
* any candidate for political office;
* any other person, firm, corporation or other entity at the suggestion, request, or direction of, or to benefit, any government officer or employee, political party, political committee, or official or employee thereof, or candidate for political office; or
* any other person, firm, corporation, or other entity knowing that some or all those monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party, political committee, or officer or employee thereof, or candidate for political office.

At Va Beau’s request, Supplier shall provide a certification to Va Beau that Supplier is in compliance with the foregoing.

23. Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of California, USA without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the courts sitting in the County of Los Angeles, California for all disputes, claims, and actions arising from or in connection with the Services or otherwise under these Terms.

Any complaint, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder, will be settled exclusively in accordance with the Arbitration Agreement provisions of our Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. The English language version of this Agreement shall govern and all proceedings conducted shall be conducted in English.

24. Assignment

You may not assign these Terms, or assign, transfer or sublicense your rights, if any, in the Services. Va Beau may assign these Terms to any current or future affiliated company and to any successor in interest. Va Beau also may delegate certain Va Beau rights and responsibilities under these Terms to third parties.

25. Severability

If any part of these Terms are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

26. Notices

Notices from Va Beau to you will be given by e-mail, by posting a notice within your Account, or by general posting on the Services. You may contact Va Beau by filling out the customer support form or by emailing us at care@vabeau.com.

27. Relationship of the Parties

You acknowledge and agree that there is no employment, agency, or joint venture relationship established between you and Va Beau, as stated herein. Further, by entering into this Agreement, Supplier recognizes that they operate their own independent business and provide services through or in connection with the Va Beau marketplace as an independent contractor. Our Platform does not establish any entitlement to unemployment benefits or any other rights arising from an employment relationship. The Supplier assumes full responsibility for any tax liability associated with payments received from or through Va Beau, and Va Beau will not withhold any taxes or other state or federal withholdings from payments to the Supplier.

28. Entire Agreement

This Agreement, including our Privacy Policy, Cookie Policy, Affiliate Compensation Disclosure, site-wide Terms of Use, and Traveler Terms and Conditions, contains the entire understanding of the parties relating to the subject matter contained in this Agreement and supersedes all prior and contemporaneous agreements, arrangements, and understandings between the parties. Any offer by Va Beau and any acceptance of such an offer by Supplier is limited to the terms in this Agreement only, Va Beau objects to any additional or different terms, and Va Beau’s acceptance of any offer is expressly made conditional on assent to the terms of this Agreement.

29. Waiver

The waiver or failure to require the performance of any provision herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing.

30. Remedies

Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

31. Contact Us

If you have any further questions, complaints, or claims with respect to Va Beau, please contact us at care@vabeau.com. We will do our best to address your concerns.