Welcome to the Ylore supplier program. We’re thrilled to partner with you as you bring your unique self-guided tours to life on our platform. This Supplier Agreement sets the foundation for a successful collaboration, ensuring a seamless process as you share your stories, experiences, and insights with a global audience. 

We look forward to helping you reach new travelers and explorers through your creativity and expertise. If you want features or have feedback, let us know at hello@yloretravel.com. Let’s build something amazing together.

AGREEMENT TO OUR SUPPLIER TERMS

This Supplier Agreement (the “Agreement”) is by and between you (“Supplier” or “you”/“your”) and Ylore the brand which is owned and controlled by AEGIS 24-7, INC trading as AEGIS 24/7 (individually and collectively, “Ylore” or “we”/“our”/“us”). All defined terms used herein shall have the meaning accorded to such terms in the Agreement.

Supplier accepts this Agreement and agrees to the attached Ylore Terms and Service and the Attachments, all of which are incorporated into this Agreement. If Supplier is entering into this Agreement on behalf of a company or other legal entity, Supplier represents that it has the authority to bind such entity to these terms and conditions, in which case the term “Supplier” shall refer to such entity.

Where specified, certain terms in this Agreement apply only to Business Suppliers, and certain terms shall apply only to Suppliers registered or resident in the United Kingdom (“UK Suppliers”). “Business Supplier” means a Supplier that has indicated to Ylore either upon registration of its Ylore account or subsequently that, in its performance of this Agreement, it operates as a business. If a Supplier is not a Business Supplier, it may be referred to herein as a Non-business Supplier.

Ylore has included short summaries at the start of certain Sections. These are no substitute for reading the Agreement in its entirety. The summaries are there for convenience only, and have no legal or contractual effect.

Agreement

Overview: Supplier agrees to provide certain tours, activities and other travel-related destination services (“Products”) that Ylore may market and distribute through various owned, affiliated, related and third party online and offline marketing and travel distribution channels (“Distribution Channels”) for purchase (i.e., purchase) by end customers (“Customers”), all as described further in this Agreement. Therefore, for good and valuable consideration, the receipt and sufficiency of which they each acknowledge, Ylore and Supplier agree to be bound by the terms and conditions set forth below.

In addition to the “Ylore Terms and Service” set forth below, the following provisions shall be part of this Agreement:

A. Currency: All amounts in this Agreement are expressed in United States Dollars. 

B. Term; Termination: This Agreement is effective as of the date on which Supplier accepted this Agreement (the “Effective Date”) and will remain in effect thereafter, until terminated in accordance with this Agreement (the “Term”). Either party may terminate this Agreement (a) upon 30 days’ written notice to the other of its intent to terminate this Agreement, (b) upon written notice to the other if such other party commits an irremediable breach of this Agreement or has repeatedly breached this Agreement, or commits a remediable breach and fails to correct such breach within 15 days following written notice specifying such breach, or (c) immediately upon an event of bankruptcy by Supplier or if Supplier ceases to do business in the ordinary course. Without prejudice to the rights of termination set out hereunder, Ylore may elect to immediately take any one or more of the following steps either in lieu of, or as a precursor to, its termination of the Agreement (defined collectively as “Deactivation”): (i) deactivation of Supplier’s Ylore account; (ii) removal of Supplier from the Distribution Channels; and/or (iii) removal of any or all of Supplier’s Product listings. References in this Agreement to rights and obligations of a party in connection with “termination” shall be deemed to include Deactivation, and post-termination obligations shall apply equally to Supplier for the duration of any such Deactivation.

Supplier will fulfil all Product purchases made prior to termination or expiration of this Agreement unless requested otherwise by Ylore. Notwithstanding the foregoing, Ylore reserves the right in its sole discretion to withdraw its purchase facilitation services resulting in an override of a Product’s cancellation policy and the effective cancellation of a purchase in circumstances where Ylore believes that it is necessary or desirable for the protection of the interests of a Customer, a Supplier, and/or Ylore. Upon any termination or expiration of this Agreement: (a) Supplier will immediately cease all access to and use of the Ylore Technology (defined in Attachment 2) and other products, services, technology, content, and/or materials provided by Ylore to Supplier under this Agreement; (b) Supplier shall cease to have any right to make Supplier’s Products available through Ylore’s Distribution Channels; and (c) Ylore may maintain access to information provided by Supplier or otherwise generated through Supplier’s use of the Distribution Channels.

C. Attachments. The following attachments to this Agreement (“Attachments”) are incorporated into and made part of this Agreement by this reference:

Attachment 1 – Payment Terms for Suppliers who are not UK Suppliers

Attachment 2 – Operational Procedures and Technology

Attachment 3 – Insurance

The parties may mutually agree to and enter into additional written attachments during the Term, and all such attachments shall be executed by a duly authorized representative of each party upon which such attachments will be deemed incorporated by reference into this Agreement and subject to all terms and conditions hereof.

D. Notices: Unless otherwise provided herein, all notices under this Agreement shall be in writing and shall be delivered to AEGIS 24/7, at 254 Chapman Rd, Ste 208 #9494, Newark, DE 19702, USA, ATTN: Operations and to Supplier at the email address provided to Ylore during the online account registration process. All such notices shall be deemed to have been given upon receipt. Notwithstanding the foregoing, Ylore may provide notices to Supplier via email, which notices will be deemed to be given when sent.

Ylore TERMS of Service

1. RATES, FEES, PAYMENTS

This Section 1 covers the net rates that you provide to us, and the way in which Products are priced through the Distribution Channels. It explains your responsibility for payment of taxes, and prohibits any payment fraud. We also set out our position on payment disputes such as chargebacks. Our full payment terms for Suppliers who are not UK Suppliers are set out in Attachment 1.

Supplier represents and warrants that the net rates (“Net Rates”) offered to Ylore are the lowest Net Rates offered by Supplier to any third party marketing and promoting its Products. This is important to Ylore because Ylore offers Customers a ‘lowest price guarantee’. If Supplier offers Products or enters into an agreement to provide Products through or to a third party (including without limitation through any other distribution channel, such as coupons, deal-of-the-day or flash sale websites) for a lower price or rate or under a lower pricing or rate arrangement or formula (including without limitation for no fee) than the then-current Net Rates provided to Ylore, then Supplier will promptly notify Ylore and provide to Ylore such lower price or rate or pricing or rate arrangement or formula retroactively as of the date first provided to such other third party. If Supplier fails to comply with this provision, Ylore shall have the right, in its sole discretion, to either suspend Supplier or to terminate this Agreement on prior written notice to Supplier.

For each Product, Supplier will provide Ylore the following rates: Net Rate and suggested retail rate. Net Rates will include all applicable taxes and other charges. Unless otherwise agreed between Supplier and Ylore, Supplier shall be solely responsible for the payment of any and 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”) as calculated based on the suggested retail rate. Ylore has the right to set the actual retail rate of each Product displayed via the Distribution Channels. The Net Rates provided by Supplier will be valid until such time as (a) Supplier modifies such Net Rates through the Ylore Technology, or (b) where Ylore has agreed to permit Supplier to modify Net Rates in any manner other than through use of the Ylore Technology, upon written notice to Ylore, delivered in any manner previously approved by Ylore. Ylore will have up to two (2) weeks to implement any modification to Net Rates regardless of the manner that such modification is effected, and Ylore shall pay the prior Net Rate for all Product purchases during this time period.

With the exception of payments made to UK Suppliers, Ylore will make any payments of Net Rates owed to Supplier under this Agreement pursuant to the payment terms set forth in Attachment 1. With respect to any amount to be paid by Ylore under this Agreement, Ylore may set-off against such amount any amount that Supplier is obligated to pay to Ylore or for which Supplier is required to reimburse Ylore under this Agreement.

Supplier shall not use the Distribution Channels to process a payment transaction or to transfer funds between Supplier and a Customer unless such activity results directly from that Customer’s purchase of a Product through the Distribution Channels. Furthermore, Supplier shall not engage in any form of payment fraud including but not limited to fraud by use of payment methods such as credit card, debit card, PayPal, Apple Pay, and Android Pay. If Ylore has reason to believe that Supplier is in breach of this provision of the Agreement, Ylore may terminate this Agreement and withhold any outstanding payments to Supplier. Ylore also reserves the right to terminate this Agreement in the event that an excessive number of payments are the subject of a chargeback or other payment reversal for any reason and, in such circumstances, Ylore may withhold all outstanding payments to Supplier. For the avoidance of doubt, liability in respect of Customer chargebacks lies with Supplier and not Ylore. Ylore may apply any or all withheld funds towards the costs incurred as a result of Supplier’s fraudulent activity and/or excessive chargebacks (as applicable) without prejudice to any other rights and remedies Ylore may have against Supplier in connection with the same.

2. PRODUCTS: AVAILABILITY

Section 2 explains our requirements for all Products, and includes links to our Product Standards. We also explain the position if you want to change or cancel a Product after a purchase has been made. Our Operational Procedures are set out in full in Attachment 2.

Supplier acknowledges and agrees that each Product and corresponding Product listing must comply with Ylore’s Product Standards, which incorporate the Product Acceptance Standards and the Product Quality Standards, available at the following link: https://ylore.aegis-247.com/knowledge-base/ylore-supplier-standards-policy-for-self-guided-tour-creators/, and Supplier shall at all times comply with such Product Acceptance Standards and Product Quality Standards. Ylore may charge a non-refundable fee to Supplier for the submission of each new Product it wishes to offer through the Distribution Channels. If a Product does not meet the Product Standards either at time of submission or at any time thereafter, Ylore reserves the right to reject such Product before it is listed, or remove such Product listing from the Distribution Channels, as applicable. It is strictly prohibited to adapt or revise an existing Product listing to advertise a different Product. 

Supplier will follow the operational procedures set forth in Attachment 2, including without limitation those with respect to Product purchases, changes, and availability, and any updates or revisions to Attachment 2 as may be provided by Ylore to Supplier from time to time. Ylore will use reasonable efforts to give Supplier at least ten (10) business days’ prior written notice of any updates or revisions to Attachment 2.

Supplier will ensure that all Products that Ylore markets and distributes through the Distribution Channels are available for purchase by Customers, unless Ylore receives proper notice in advance from Supplier in accordance with the procedures set forth in Attachment 2.

If a Product is purchased by a Customer via the Distribution Channels, Supplier will follow the Customer redemption procedures set forth in Attachment 2.

If a Supplier changes any element of a Product, for which a Customer has already purchased the Product and there is an issue of scope change or quality standard, Supplier will offer Customer an alternative product of the same or higher quality than purchased or make a gap payment for the difference in value delivered. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that Customer may cancel its purchase and Ylore may process a refund or refunds for that Customer. Ylore reserves the right to charge Supplier reasonable fees related to the foregoing, including but not limited to merchant and customer service fees. 

If Supplier cancels a Product or no longer makes a Product available and that Product has been sold to a Customer, the Product will remain with the Customer until they have removed it.

3. CUSTOMER CONTACT: CUSTOMER SERVICE

Section 3 sets out our requirements relating to customer service, including what happens when a Customer makes a complaint about you or your Product.

All contact for customer service, including complaints and feedback will be directly from the Customer, to Ylore. Ylore reserves the right at any time to respond to Customer complaints, including by contacting Customers directly. In the course of attempting to resolve the complaint and/or providing compensation to Customers (which Ylore reserves the right to do in its sole discretion), Ylore will attempt to contact Supplier to discuss the complaint. If Ylore provides compensation to a Customer in connection with a Customer complaint, Supplier will not be owed (and Ylore is not obligated to pay) the Net Rate pertaining to the purchase(s) at issue. Furthermore, any sums that (a) may have already been paid to Supplier in respect of such purchase(s), and/or that (b) Ylore may have made to a Customer by way of compensatory payment (up to the full amount paid by the Customer for such purchase(s)) may (along with any other amounts expressly agreed to by the Supplier) be adjusted on any subsequent payment made to Supplier.

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

4. INSURANCE

Supplier is responsible for any insurances required and will comply with the insurance requirements set forth on Attachment 3.

5. DISTRIBUTION CHANNELS; RANKING

In Section 5, we explain about the distribution of Products through the Distribution Channels, and about the factors that may influence the ranking and visibility of Products on our channels.

5.1 Distribution Channels. Ylore will have sole discretion over the Distribution Channels utilized and the Product placement within such Distribution Channels. Ylore will be responsible for any applicable commissions and other third-party intermediaries’ fees for sale of Products through the Distribution Channels.

5. 2 Ranking. The main parameters determining the ranking of Products on Distribution Channels owned and operated by Ylore (the “Ylore Channels”) may include Product and listing quality; reviews; ratings; purchase volume, and user preferences, but up-to-date information will be available on the Ylore Channels. Ylore’s Product Quality Standards explain the importance of compliance with such standards for the purposes of providing an excellent service to Customers, and enable Supplier to adapt its Product and operations in order to improve its Product quality level.

Ylore may from time to time operate programs through which Ylore may reward Supplier (e.g. for its adherence to the Product Quality Standards and/or for offering Ylore a higher commission for Products sold through the Distribution Channels) in return for benefits which may include enhanced visibility and a better position in the ranking on the Ylore Channels.

6. SUPPLIER CONTENT AND MATERIALS

In order to list Products through the Distribution Channels, we need you to provide us with content about the Products to be listed. Section 6 explains the rights that you grant to us to allow us to use that content, and sets out a number of assurances we need from you.

Supplier hereby grants and agrees to grant to Ylore the nonexclusive, perpetual, irrevocable, transferable, sublicenseable (through one or more tiers), worldwide right (but not the obligation) in its sole discretion to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos, and other content and materials provided by Supplier (“Supplier Content”) (i) to advertise, market, promote, and distribute Products on or through the Distribution Channels, (ii) to advertise, market and promote destinations and activities on or through the Distribution Channels and to market and promote the Distribution Channels generally, provided, however, that Ylore shall have no right to use the Supplier Content to market or promote competing products, and (iii) to otherwise perform Ylore’s obligations and exercise Ylore’s rights under this Agreement. Supplier represents, warrants and covenants that (a) Supplier owns, or has rights sufficient to grant the rights granted to Ylore in this Agreement with respect to, all Supplier Content provided to Ylore, (b) Supplier Content will be accurate and complete and will not be misleading or fraudulent, and (c) Supplier Content (and Ylore’s exercise of its rights with respect to Supplier Content) does not and will not infringe, violate or misappropriate any third party’s proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. Supplier hereby acknowledges and agrees that Ylore shall own all right, title and interest in and to any derivative works of the Supplier Content created by or on behalf of Ylore, whether prior to or after the Effective Date, and hereby assigns to Ylore any and all right, title, or interest that Supplier may have to such derivative works. Notwithstanding the foregoing, Supplier will retain all, right, title and interest in and to existing intellectual property rights in Supplier Content provided to Ylore. Except for the rights granted pursuant to this Agreement, the terms of this Agreement do not convey or grant any ownership or other rights of any kind to Ylore in or to Supplier Content.

7. AGENCY APPOINTMENT

Ylore works with multiple third party distribution channel partners through which your Products may be made available. Section 7 makes it clear that there is a basis on which those channel partners may promote/sell your Products. We also explain our role in accepting payment from Customers on your behalf when purchases are made.

In certain markets, Ylore and/or its third-party sales channel partners (“Channel Partners”) must, in order to comply with applicable law and/or minimize Taxes, operate as Supplier’s agent with respect to the payment processing services applicable to the sale of Products via the Distribution Channels, and in other markets Ylore and/or Channel Partners must be additionally authorized to operate more broadly as Supplier’s general sales agent, with respect to any or all of the other services authorized to be provided by Ylore and/or Channel Partners applicable to the marketing and sale of Products under this Agreement. Supplier therefore appoints and authorizes Ylore, in any markets deemed appropriate by Ylore, to act and operate as Supplier’s agent and further authorizes Ylore to appoint and authorize Channel Partners to act and operate as Supplier’s agent with respect to the marketing and sale of Products via the Distribution Channels, as follows:

Limited Payment Collection Agent. Supplier hereby appoints Ylore as its limited payment collection agent solely for the purpose of accepting funds from Customers on behalf of Supplier. As such, Ylore will be responsible for collecting funds from Customers for Products purchased by Customers via the Distribution Channels. Supplier will be responsible for any applicable related merchant fees incurred when collecting funds from Customers. Supplier agrees that payment made by a Customer to Ylore through the Distribution Channels shall be considered the same as a payment made directly to Supplier, and Supplier will provide the Products to Customers in the agreed-upon manner as if Supplier had received the Customers’ funds directly. Supplier acknowledges and agrees that Ylore accepts payments from Customers as Supplier’s limited payment collection agent and that Ylore’s obligation to pay Supplier is subject to and conditional upon successful receipt of the associated payments from Customers. As such, Ylore shall not be liable to Supplier for amounts that have not been successfully received by Ylore from Customers or for amounts that are received by Ylore but are subsequently the subject of a chargeback or other payment reversal. In accepting appointment as the agent of Supplier, Ylore assumes no liability for any acts or omissions of the Supplier.

General Sales Agent. In addition to the limited payment collection agent appointment above, in markets where Ylore deems it appropriate, Supplier also irrevocably appoints and authorizes Ylore to act as its general sales agent and authorizes Ylore to appoint Channel Partners as Supplier’s general sales agent for the purpose of concluding binding contracts directly between Supplier and Customers for the sale, supply or provision of Products via the Distribution Channels. In connection with such appointment and authorization, Ylore and Channel Partners may hold themselves out to Customers as Supplier’s agent for the sale, supply or provision of Products and may exercise any rights conveyed to Ylore under this Agreement applicable to the marketing and sale of Products via the Distribution Channels, acting as Supplier’s agent.

8. SUPPLIER CONDUCT: NO SUBCONTRACTORS

In Section 8, we set out our requirements relating to your operations and conduct, and we include a link to our code of conduct. These are essential conditions you must comply with in order to list your Products and receive purchases through the Distribution Channels. We also explain our position on subcontracting, and cover the consequences of your breach of this Agreement.

Supplier represents, warrants and covenants that: (a) Supplier has and maintains all registrations, licenses, permits, approvals, and authorizations applicable to Supplier’s operations and the provision of Supplier’s Products; (b) Supplier’s activities, operations, products and services (and Supplier’s provision of the foregoing, including without limitation in connection with providing Products to Customers) are operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry and, if appropriate or recommended based on the nature of Supplier’s Products, Supplier will perform background checks of its personnel consistent with best industry practices; (c) Supplier’s personnel will be properly trained, have all necessary skills to deliver the Products, and will deliver the Products in a professional manner consistent with best industry practices; (d) Supplier will comply with all applicable international, federal, state and local laws and regulations (including fire, health and safety procedures and consumer protection and data privacy laws) and in particular Supplier will ensure that the Products sold through the Distribution Channels are not purchased through fraudulent means, including automated ticket purchasing systems (“bots”, multiple IP addresses, software systems, robot and spiders or other similar tools used to circumvent any limit imposed by any official retailer regarding the number of tickets a person/company may purchase or any other regulation applicable to ticket purchases; and (e) Supplier will not do or omit to do any act (including by virtue of its provision of any Supplier Content or its offer and/or delivery of any Product) that, in Ylore’s sole opinion, may be likely to cause Ylore or the Distribution Channels to be disparaged, defamed, discredited or brought into disrepute. Ylore may conduct and/or use a third-party provider to conduct checks to verify Supplier’s identity. Ylore may also ask for proof to establish the existence of a Product, and/or proof of authority to advertise and provide such Product. If Ylore suspects that Supplier has supplied false information, Supplier agrees that Ylore is entitled to carry out and/or procure further identity checks and due diligence on Supplier, or to require Supplier to prove the existence of a Product. If requested to do so, Supplier agrees to promptly supply to Ylore such proof of identity or of a Product’s existence as Ylore requests. Third-party providers Ylore uses to assist it in these checks may use the details Supplier provides in connection with particulars on any database (public or otherwise), to which they have access. They may also use Supplier’s details in the future to assist other companies, for verification purposes. In addition, Supplier represents, warrants and covenants that it will comply with Ylore’s Supplier Code of Conduct set forth at Supplier Code of Conduct (available at the following: https://ylore.aegis-247.com/knowledge-base/ylore-supplier-code-of-conduct-for-self-guided-tour-creators/), as such may be updated by Ylore from time to time. 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 Ylore (which consent may be provided by Ylore 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. If Ylore believes that Supplier is in breach of this Agreement (including without limitation Supplier’s representations, warranties and covenants in this Agreement), Ylore may, without limiting its other remedies, terminate this Agreement. If Ylore terminates this Agreement pursuant to the foregoing, Ylore may (again, without limiting Ylore’s other remedies) require Supplier to (and Supplier will) fulfil all Product purchases made prior to termination, or assist Ylore in procuring alternate suppliers to fulfil such Product purchases in pursuance of the preservation of Ylore’s reputation and goodwill (in which case (i) Supplier will not be owed, and Ylore is not obligated to pay, any fees for such Product, (ii) any amounts already paid for such Product will be promptly refunded by Supplier to Ylore; and (iii) Supplier shall pay to Ylore on demand a sum equivalent to the difference between the alternate supplier’s suggested retail rate and Supplier’s Net Rate (if the former is higher) in respect of such Product.

9. PUBLICITY; TRADEMARKS.

Under Section 9, you grant us rights to use your logos and trademarks to promote your Products through the Distribution Channels. It also sets out whether the parties can publicly refer to each other and/or our commercial relationship.

Supplier grants to Ylore the right to, and the right to authorize its Distribution Channels 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 with respect to the Products (collectively, all of the foregoing the “Marks”), in each case for the purposes of advertising the availability of the Products and marketing and promoting the Products through the Distribution Channels. Further, Ylore 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 that have similar relationships with Ylore. Supplier represents and warrants that it has all rights and licenses required to grant Ylore the rights granted in this Section 10. Except as expressly permitted by the foregoing, neither party will issue a press release, advertisement or public statement concerning this Agreement, the contents of this Agreement or the relationship of the parties without the prior written consent of the other party.

10. CONFIDENTIALITY: PRIVACY: DATA

Section 10 covers each party’s responsibility to protect any confidential information of the other party that it receives. It also sets out obligations relating to data privacy, and explains the parties’ access to various types of data both during the term of this Agreement and after it ends.

10.1 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 nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, including, without limitation, all information pertaining to Net Rates, commissions and margins, the amount of Supplier Remittances, Distribution Channels, Ylore Technology, and the terms of 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 safeguards shall be consistent with industry best practices and 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 Ylore to its Distribution Channels pursuant to the activities contemplated in this Agreement. Notwithstanding the foregoing, the obligations of this Section do not apply to information which is: (i) generally available to the public, without any 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 without any 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 made available 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 and certify as such, all of the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will cease all use of such Confidential Information.

10.2 Privacy. Supplier will adhere to all applicable laws and Ylore’s current Privacy Policy (available at the following link: https://ylore.aegis-247.com/knowledge-base/privacy-policy/ as such may be updated from time to time) with respect to Supplier’s use and disclosure of Customer Information provided to Supplier by Ylore or otherwise collected, obtained or received by Supplier in exercising its rights or fulfilling its obligations under this Agreement. Supplier will use such Customer Information only for purposes of providing to the applicable Customer the Products booked by such Customer. For all Customer Information (including without limitation Customer Information provided to Supplier by Ylore) in Supplier’s possession or under Supplier’s control, Supplier will (a) adopt and adhere to a Privacy Policy consistent with applicable laws, rules, regulations and guidelines and Ylore’s Privacy Policy; (b) employ reasonable, industry standard physical, technical and administrative measures to protect the Customer Information, including without limitation storing the Customer Information in secured environments that are not accessible to the general 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; and (c) shall ensure that any collection, use and disclosure of Customer Information obtained by Supplier pursuant to the Agreement complies with all applicable laws, regulations and privacy policies. Supplier agrees not to send any unsolicited, commercial email or other online communication (e.g., “spam”) to Customers. Without prejudice to any of the foregoing, for the purposes of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”), the parties acknowledge that they are each a separate and independent controller of any Customer Information it processes pursuant to this Agreement. For purposes of this Agreement, “Customer 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 as a result of Supplier’s relationship with Ylore and any purchase of Supplier’s Products by consumers through the Distribution Channels.

10.3 Data. During the Term, Supplier will have access (through its Ylore account) to data provided by Supplier to Ylore, and data otherwise generated through Supplier’s use of the Distribution Channels (“Data”). Data may include: (a) data required by Ylore to create and maintain Supplier’s Ylore account, and facilitate its use of the Distribution Channels (e.g. legal, financial and tax information); (b) data (including Customer Information) provided by Customers who make purchases of or inquiries about Supplier’s Products; (c) reviews, ratings and/or other content submitted by Customers or other end users in connection with Supplier for the duration of its publication on the Ylore Channels; and (d) data in the form of information, analytics, statistics and/or intelligence, including aggregated and anonymized data that relates to third party suppliers of Products and the Customers who book such Products through the Distribution Channels. Supplier may use any such Data solely for internal business purposes during the Term.

Ylore may use and retain any and all Data both during and after the Term. Ylore may share Data as described in Section 10.3 (a) – (c) with third parties: (x) as necessary for Ylore to perform this Agreement; (y) in order to improve the services Ylore is able to offer; and (z) as necessary to comply with Ylore’s legal and regulatory obligations. Supplier may opt out of third party data-sharing in accordance with its rights under data protection laws.

All of the foregoing provisions of Section 10.3 are subject to: 

(a) the terms of Ylore’s Privacy Policy;

(b) the data protection rights of Supplier and Customers (as applicable); and (c) each party’s obligations pursuant to applicable laws.

11. MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES

This Section 11 includes promises that we make to you and that you make to us about entering into and performing obligations under this Agreement. It also sets out our disclaimer, so you can be clear about what to expect.

Each party represents and warrants to the other party that (a) the representing and warranting party has the full power and 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 judgement, 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, Ylore PROVIDES THE DISTRIBUTION CHANNELS AND ANY OTHER SERVICES, TECHNOLOGY AND MATERIALS UNDER THIS AGREEMENT “AS IS” AND Ylore 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.

12. LIMITATION OF LIABILITY

This Section 12 sets out the limits of legal liability that we may have to you, and you may have to us.

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, Ylore’S LIABILITY TO SUPPLIER FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE NET RATE PAID BY YLORE TO SUPPLIER IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SUPPLIER’S BREACH OF SECTIONS  FOR INSURANCE), SUPPLIER CONTENT AND MATERIALS, AGENCY APPOINTMENT,  (SUPPLIER CONDUCT; NO SUBCONTRACTORS, CONFIDENTIALITY; PRIVACY; DATA OR SUPPLIER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 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.

 13. INDEMNIFICATION

Section 13 explains that, if we or our associates suffer a loss in connection with your breach of this Agreement, your operations, your Products, your content or your trademarks, you agree to cover the costs.

Supplier will indemnify and hold harmless, and at Ylore’s request defend, Ylore (including without limitation all companies in the Ylore group and Ylore’s affiliates and Channel Partners) and any of their respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors and service providers (each a “Ylore Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or suffered by a Ylore Indemnified Party in connection with any third party claim, suit, demand, action, or investigation brought against a Ylore 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 Customers, (b) the Products, Supplier Content or the Marks, (c) Supplier’s breach (or a claim that, if true, would be a breach) of this Agreement, including without limitation any and all of Supplier’s representations and warranties in this Agreement and any breach of the confidentiality or privacy provisions in Section 11 or Supplier’s breach of its Privacy Policy required pursuant to Section 11, or (d) Taxes arising out of the sale of the Products via the Distribution Channels.

Ylore 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 with respect to 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 Ylore 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 Ylore’s request, Ylore 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.

14. FORCE MAJEURE

Section 14 sets out what happens if one of the parties is affected by an event beyond its control, such as a natural disaster.

If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control (each a “Force Majeure Event”), such party will be excused from performance of any such duty or obligation for the period during which such condition exists.

15. CHANGES TO THE AGREEMENT

In Section 15, we explain how changes to this Agreement may be made in the future.

Ylore reserves the right to update or otherwise make changes to this Agreement (including to any Attachment or document referenced herein) from time to time on at least fifteen (15) days’ notice (“Notice Period”), which notice Ylore will provide to Supplier by any reasonable means (including via email, via the Ylore Technology, or other electronic or other interactions with Supplier). If Supplier objects to the revised version of this Agreement (or any Attachment or document), Supplier shall within the Notice Period terminate this Agreement by e-mail. If Supplier terminates this Agreement in such circumstances, this Agreement shall terminate upon expiry of the Notice Period. If Supplier does not terminate this Agreement before the date the revised Agreement takes effect, Supplier will be bound by the revised Agreement upon expiry of the Notice Period. Except as set forth in this Section, no amendment, modification or rescission to this Agreement or any Attachment or document will be effective unless it is made in writing and signed by both parties.

16. COMPLAINTS; DISPUTES; JURISDICTION; GOVERNING LAW

Section 16 describes Ylore’s internal complaints procedure, and the dispute resolution options for the parties. We explain that Delware law applies to this Agreement, and that you agree that claims against us will be heard in the courts of New Castle, Delaware.

16.1 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 this Section, 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.

16.2 Throughout the Term, Ylore shall operate an internal complaints procedure. If Supplier has a complaint in connection with this Agreement, Supplier should notify Ylore by e-mail. On receipt of a complaint, Ylore will investigate and provide Supplier with a response and decision as soon as reasonably practicable. If Supplier is a Business Supplier, is established in the European Union or the United Kingdom, and believes that the dispute is not wholly resolved through Ylore’s complaints procedure, then the dispute may be referred at Supplier’s discretion to the Centre for Effective Dispute Resolution (“CEDR”) for mediation. Although mediation is a voluntary process, Supplier and Ylore both agree to engage in good faith throughout any mediation attempts, and to do so in accordance with the CEDR Model Mediation Procedure. Unless Supplier and Ylore agree otherwise within fourteen (14) days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation, Supplier must give Ylore notice in writing, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Any attempt to reach an agreement through mediation on the settlement of a dispute will not affect Supplier’s or Ylore’s right to initiate court proceedings at any time before, during or after the mediation process.

16.3 Without prejudice to Section 16.2, this Agreement will be governed by the laws of Delaware, USA. Supplier hereby consents to the exclusive jurisdiction and venue of courts in New Castle, Delaware, USA and stipulates to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to this Agreement. Supplier agrees that all claims it may have against Ylore arising from or relating to this Agreement must be heard and resolved in a court of competent subject matter jurisdiction located in New Castle, Delaware. Without prejudice to the foregoing, if Supplier is acting as a Non-business Supplier and if mandatory statutory consumer protection regulations in such Non-business Supplier’s country of residence contain provisions that are more beneficial to Supplier than those set forth in this Agreement, such provisions shall apply irrespective of the choice of the laws of New Castle, Delaware. Non-business Suppliers may bring any judicial proceedings relating to this Agreement before the competent court of such Supplier’s place of residence or the courts of New Castle, Delaware. If Ylore wishes to enforce any of its rights against a Non-business Supplier, Ylore may do so only in the courts of the jurisdiction in which such Supplier is a resident. 

17. ANTI-CORRUPTION

Section 17 sets out our policy and our requirements of you in relation to anti-corruption and anti-bribery.

It is the intent of the parties that no payments or transfers of anything of value shall be made which 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 and the United Kingdom Bribery Act, and that, with respect to Supplier’s performance of any of its activities under this Agreement:

(a) No portion of any fees paid or payable by Ylore to Supplier will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity other than Supplier.

(b) Supplier has not, and will not at any time, directly or indirectly, pay, offer, authorize or promise to pay, offer, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government, department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, department, agency or instrumentality thereof; (iii) any political party, political committee, or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party, political committee, or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of 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.

(c) At Ylore’s request, Supplier shall provide a certification to Ylore that Supplier is in compliance with the foregoing.

18. SECURITY

Section 18 explains that Supplier is responsible for keeping its account details confidential, and for any activity that takes place under its Ylore account.

18.1 Supplier agrees to (i) keep its log-in credentials for both its Ylore account and any email account associated with its account secure and strictly confidential, and (ii) notify Ylore immediately and select new credentials if Supplier believes its password for either its Ylore account or its email account may have become known to an unauthorized person, and (iii) notify Ylore immediately if Supplier is contacted by anyone requesting its online ID and password. Ylore discourages Supplier from giving anyone access to its log-in credentials for its Ylore account or its email account. However, if Supplier does give someone its credentials, or if Supplier fails to adequately safeguard such information, Supplier is responsible for any and all transactions and other actions that the person performs while using Supplier’s Ylore account or Supplier’s email account, even those actions that may be fraudulent or that Supplier did not intend or want performed.

18.2 SUPPLIER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER YLORE NOR ANY AFFILIATE OF YLORE WILL HAVE ANY LIABILITY TO SUPPLIER FOR ANY UNAUTHORIZED ACTION TAKEN USING SUPPLIER’S LOG-IN CREDENTIALS; AND (2) THE UNAUTHORIZED USE OF SUPPLIER’S LOG-IN CREDENTIALS COULD CAUSE SUPPLIER TO INCUR LIABILITY TO BOTH Ylore AND CUSTOMERS. Further, Ylore may suspend or cancel Supplier’s account at any time even without receiving notice from Supplier if Ylore suspects, in its sole discretion, that Supplier’s Ylore account or email account is being used in an unauthorized or fraudulent manner. In the event that Ylore suspends or cancels Supplier’s Ylore account pursuant to this Section 19.2, Supplier agrees to cooperate with Ylore’s instructions fully to limit losses, damages and liabilities. Further, Supplier agrees that Ylore may communicate with Customers and other third parties who, in Ylore’s sole discretion, it deems advisable to notify of security issues with Supplier’s Ylore account and/or email account.

19. GENERAL

Section 19 is a general section covering multiple topics, including but not limited to (a) the parties’ right to assign this Agreement to a third party, and (b) a list of the Sections of this Agreement that will continue to operate even after the Agreement ends.

19.1 Entire Agreement. This Agreement, including Ylore’s Supplier Code of Conduct and Privacy Policy, and the Attachments, 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 Ylore and any acceptance of such an offer by Supplier is limited to the terms in this Agreement only, Ylore objects to any additional or different terms, and Ylore’s acceptance of any offer is expressly made conditional on assent to the terms of this Agreement.

19.2 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.

19.3 Assignment; Dealings. Ylore may assign or otherwise transfer this Agreement in whole or in part. Supplier may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Ylore’s prior written consent and, for purposes hereof, a merger or change of control in which Supplier is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. In connection with Ylore’s performance of its obligations and exercise of its rights hereunder, Ylore may have such obligations performed and such rights exercised on its behalf by the Ylore group and any of Ylore’s affiliates and their respective agents, contractors, distributors, and service providers.

19.4 Relationship of the Parties. Except as explicitly set forth in this Agreement, this Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, and except for the sale of Supplier’s Products by Ylore as described herein, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

19.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the parties’ intent.

19.6 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.

19.7 Survival. Supplier Conduct; No Subcontractors, Confidentiality; Privacy; Data, Mutual Representations and Warranties; Disclaimer of Warranties, Limitation of Liability, Indemnification, Complaints; Disputes; Jurisdiction; Governing Law and this Section 19 (General) shall survive any termination or expiration of this Agreement.

ATTACHMENT 1

On a monthly basis, Ylore (or its designee) will pay Supplier a “Supplier Remittance” in an amount equal to the sum of the Net Rate for each Product purchased via the Distribution Channels and delivered by Supplier to Customers, less any adjustments, including for cancellations or refunds provided to Customers. Ylore will make payment by Electronic Funds Transfer (EFT) via the Stripe payment gateway within twenty-one (21) business days after the end of the Settlement Period (defined below) using the Stripe payment gateway. In the event that the Supplier Remittance payable to Supplier is less than fifty United States Dollars (US$50) or its equivalent in a given Settlement Period (the “Minimum Remittance Threshold”), Ylore reserves the right to withhold payment of the Supplier Remittance until the aggregate Supplier Remittance meets or exceeds the Minimum Remittance Threshold.

Payment Terms for non-UK Suppliers

Supplier will notify Ylore of any billing discrepancies by email within forty-five (45) days after the date on which the Product was provided by Supplier to the Customer or thirty (30) days after receipt of remittance advice, whichever is later. After such period, adjustments for billing discrepancies will be made in Ylore’s sole discretion. Without prejudice to the foregoing, no dispute may be raised, and no claim, action or proceedings may be brought, against Ylore in respect of any payment-related matter (including but not limited to matters relating to Net Rates and Supplier Remittances after (a) the expiry of one (1) year from the date on which the payment at issue is due (or alleged to be due) by Ylore, 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) by Ylore.

Ylore will pay by EFT into the Stripe payment gateway Supplier bank account provided by Supplier. If Supplier fails to provide, maintain or update the bank account details required by Ylore (including all relevant tax information), Ylore reserves the right to withhold payment until such time as this information has been provided. If Supplier requests payment in a form other than EFT or into an account or in a currency that is not denominated in United States Dollars, Ylore reserves the right to apply a transaction fee and/or a currency conversion fee for such payment, which such fee or fees will not exceed Ylore’s cost. For each payment, Ylore will make available to Supplier a remittance advice detailing the transaction ID and other purchase information for each Product transaction included in the Supplier Remittance. UNLESS SPECIFICALLY REQUIRED BY THIS ATTACHMENT, SUPPLIER WILL NOT SEND INVOICES TO YLORE. Any Supplier invoices sent to Ylore are hereby rejected, and Ylore has no obligation to pay, and no liability with respect to, any Supplier invoices sent to Ylore.

“Settlement Period” for a given Supplier is based on the Ylore-approved currency, United States Dollars (USD) in which such Supplier is to be paid. Payment timeframes may be found at LINK HERE.

ATTACHMENT 2

Operational Procedures & Technology

Product purchases, Changes & Availability:

All Products will be subject to “Instant Confirmation purchase” All purchases not rejected by Supplier or Supplier’s technology provider through an interface made available by Ylore will be deemed accepted by Supplier.

Supplier Interaction with Ylore: Supplier’s use of the Distribution Channels and any associated tools, interfaces, application programming interfaces, extranets, computer software and any other Ylore technology (collectively, the “Ylore Technology”) is subject to and conditioned on Supplier’s compliance with the terms and conditions of this Agreement, including without limitation this Attachment. Supplier or its third-party service providers shall access and use the Ylore Technology in accordance with the applicable documentation for such Ylore Technology and any written instructions received from Ylore. Ylore may suspend Supplier’s and/or its third-party service providers’ access to and use of Ylore Technology at any time if Ylore believes that Supplier and/or its third-party service providers are in breach of this Agreement (including without limitation Supplier’s representations and warranties). Supplier shall be responsible for the compliance of its third-party providers with the terms and conditions of this Agreement and shall be liable for any breach of this Agreement by such third-party providers. Supplier acknowledges and agrees that Ylore owns all right, title and interest in and to the Ylore Technology and reserves all rights not granted herein. Supplier shall not, and shall not permit any third party to, (a) copy, modify, adapt, transfer, distribute, resell, rent, lease, sublicense or loan the Ylore Technology or create or prepare derivative works based upon the Ylore Technology or any part thereof, (b) use the Ylore Technology for any purpose other than as expressly permitted under this Agreement, (c) use the Ylore Technology in contravention to any applicable laws or government regulations, or (d) attempt to decompile, disassemble or otherwise reverse engineer the Ylore Technology.

Supplier (and not Ylore) is responsible for obtaining, maintaining and configuring all telecommunications, broadband, computer and other hardware, equipment, software and services needed to access and use the Ylore Technology, and paying all charges related thereto. If Supplier intends to engage a third-party service provider to obtain, maintain and/or configure Supplier’s access to the Ylore Technology, Supplier will notify Ylore in advance, and Supplier assumes responsibility for actions taken by such third party and such third party’s compliance with this Attachment.

Supplier Interactions with Customers: If Supplier needs to contact a Customer, Supplier shall use only the interface made available by Ylore, unless agreed to otherwise by Ylore, and any such use shall only be in relation to the sale of a Product through the Distribution Channels.

Additional Restrictions: Supplier is not authorized to systematically analyze, scrape or otherwise extract information or data (including without limitation guest reviews) from the Distribution Channels, or any other websites of Ylore, or any Ylore affiliate. Supplier is not authorized to publicly display on Supplier’s websites any content, text, images, materials, videos or other materials for other platforms or Distribution Channels. D

ATTACHMENT 3

Insurance

In jurisdictions where required, Supplier will procure and maintain at all times current general liability insurance and errors and omissions insurance with coverage limits consistent with industry standards and as may be required by applicable laws, rules, and regulations. Such insurance will be provided through an insurer with an A.M. Best (or its equivalent) financial strength rating of A-VII or higher, and will include, without limitation, completed operations, blanket contractual liability, and personal injury and advertising liability. On Ylore’s request (which may be made by e-mail), Supplier will add Ylore as an additional insured to such insurance policies and/or will provide a certificate of insurance evidencing all of the coverage described in this Section and (if applicable) that Ylore has been added as an additional insured. Such insurance carried by Supplier will be primary to any insurance carried by Ylore.

Notwithstanding the foregoing, Ylore reserves the right to require specific additional coverage or increased coverage, or to waive the foregoing insurance requirements, based on Supplier’s Product offerings, and Supplier will maintain its insurance at such levels upon Ylore’s request (which may be made by e-mail). Ylore does not represent that the coverage it may require will be adequate to protect Supplier and such coverage and limits will not be deemed to be a limitation on Supplier’s liability to Ylore, if any, arising under this Agreement.

If Supplier fails to comply with the foregoing requirements, and fails to cure such failure within fifteen (15) days from receipt of Ylore’s written notice, Ylore may elect to either (x) notify Supplier of a Deactivation or (y) terminate this Agreement.

Last updated 1 October 2024