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Terms and Conditions

Welcome to TripWorks!

This TripWorks Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”)** and forms a legal agreement between TripWorks, LLC. (“TripWorks”) and the entity or sole proprietor on whose behalf a TripWorks account is created (“Merchant”, “you”, and “your”) to receive certain payment processing, data, technology, and analytics, or other business services offered by TripWorks and its Affiliates.

This Agreement states the terms and conditions that apply to your use of the Services. This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or TripWorks terminates it (the “Term”).

You and TripWorks agree as follows:

Definitions

  • "Booking Fee" has the meaning set forth in Section 6(a).
  • "Chargeback" means a request to invalidate a payment that a Customer files directly with a debit or credit card company, issuing bank, or any other entity that provides payment services.
  • "Customer" means a purchaser of Merchant Services through the TripWorks Platform.
  • "License Period" means the period specified in the applicable Order during which Merchant will be authorized to access the TripWorks Platform.
  • "Merchant Account" has the meaning set forth in Section 2(a).
  • "Merchant Services" means any and all goods and services offered for sale by Merchant through the TripWorks Platform.
  • "Fee Agreement" means the order entered into by TripWorks and Merchant which references this Agreement and specifies the TripWorks Services provided by TripWorks to Merchant under this Agreement.
  • "TripWorks Services" means any and all services provided by TripWorks to Merchant, including a license to the TripWorks Platform and any other services set forth in the applicable Order.
  • "TripWorks Platform" means the TripWorks business management platform for tour businesses, including but not limited to, the website currently located at https://customer.tripworks.com/ (where “customer” refers to an individual Merchant), and any other information, services, data, software, or any other content made available on the TripWorks Platform by TripWorks for use by Merchant.
  • "User(s)" means one or more of any person or entity that is authorized by Merchant to access the Merchant’s Account.

Merchant Account & Merchant's Responsibilities

This Agreement permits Merchant to sell Merchant Services using the TripWorks Platform in exchange for a Booking Fee paid to TripWorks during the License Period.

Merchant's Responsibilities:

  1. Provide up-to-date information regarding any Merchant Services and maintain the accuracy of such information on the TripWorks Platform.
  2. Accept all orders and bookings placed by Customers for Merchant Services.
  3. Confirm all Customer bookings placed through the TripWorks Platform.
  4. Notify TripWorks of any changes to pricing, availability, or description of Merchant Services relevant to Customers.
  5. Review and confirm transactions, fees, and charges processed through the TripWorks Platform, and promptly fix any inaccuracies.

License & Services

Subject to the terms of this Agreement, TripWorks grants Merchant a limited, non-exclusive, non-transferable license to use the TripWorks Platform during the License Period.

TripWorks may provide additional services, which may include:

  • Website development
  • Other related business services

Fees for these services will be outlined in the applicable Order.

Restrictions

The TripWorks Platform contains valuable trade secrets and proprietary information. Merchant shall not:

  • Alter, obscure, or remove copyrights or other rights-management information.
  • Reverse engineer any part of the TripWorks Platform.
  • Use or register any TripWorks Trademark without permission.

Merchant Services

Merchant is solely responsible for all Merchant Services, including:

  • Rentals
  • Services
  • Experiences purchased by Customers through the TripWorks Platform

Merchant may modify the Merchant Services, subject to TripWorks' approval.

Booking Fees

TripWorks collects a Booking Fee on any Merchant Services purchased by a Customer. The specific Booking Fees applicable to Merchant’s Customers are defined in a separate Fee Agreement.

Payment Processing & Chargebacks

Payment processing services on the TripWorks Platform are provided by Stripe, Inc. and its affiliates. These services are subject to the Stripe Connected Account Agreement, and Merchant agrees to comply with Stripe’s terms and conditions.

Term & Termination

This Agreement begins on the date you first access or use the TripWorks Platform and continues until terminated. Either party may terminate the Agreement in case of a breach by the other party.

Intellectual Property

All Intellectual Property remains the property of the respective party. TripWorks grants a limited, non-exclusive license to use TripWorks Trademarks during the License Period. Merchant grants TripWorks a license to display Merchant Trademarks during the Term.

Representations & Warranties

Each party represents and warrants that it:

  • Has the full right and authority to enter into this Agreement.
  • Will comply with all applicable laws and regulations.

Confidentiality

The Recipient agrees not to disclose any Confidential Information provided by the Discloser and must take reasonable measures to protect the secrecy of such information.

Use of Data

Merchant grants TripWorks a non-exclusive, worldwide license to use data derived from the Merchant Account to improve TripWorks’ services.

Indemnification

Merchant agrees to indemnify and hold TripWorks harmless against any third-party claims arising from the use of Merchant Services or violation of Intellectual Property rights.

Limitation of Liability

Neither party will be liable for any indirect, special, incidental, or consequential damages. Each party’s maximum liability shall not exceed the fees collected by TripWorks from the Merchant under this Agreement.

Miscellaneous

  • Force Majeure: Neither party will be liable for any failure to perform due to causes beyond its control, such as acts of God or software malfunctions.
  • Independent Contractors: The parties are independent contractors and not agents or employees of each other.
  • Governing Law: This Agreement is governed by the laws of the State of New Jersey.

Last modified: November 22, 2022

2020 TripWorks, LLC. All Rights Reserved.

TripWorks would like to welcome you as a valued business colleague. The Merchant Terms of Use agreement (“The Merchant Agreement”) sets forth the terms and conditions applicable between TripWorks, LLC (“TripWorks”) and its agreement to grant the use of its software platform and services to the Merchant. By entering into an order that references this agreement, the Merchant agrees to the following:

DEFINITIONS

  1. TripWorks Platform - The website currently located at https://tripworks.com/, and any other website, information, services, data, software, hardware, or any other content provided by TripWorks for use by you, the Merchant.
  2. Merchant Service(s) - Any and all goods and services offered for sale by your business through the TripWorks Platform.
  3. Vouchers - A confirmation of purchase from TripWorks provided to your customer following a customer’s purchase.
  4. Transaction - The pre-tax, post-discount value of any sale processed through TripWorks Software.
  5. Chargeback - A request to invalidate a payment that a customer files directly with his or her debit or credit card company, issuing bank, or any other entity that provides payment services.
  6. User(s) - One or more of any person or entity that is either directly from your business, or is authorized to access your TripWorks account.
  7. Commission and Fee Term(s) - Any flat fees, commissions, and other payable amounts to TripWorks, as set forth in the service order.
  8. Merchant - Your business, and any person or entity authorized to offer its goods and services on the TripWorks Platform, being subject to these Terms and Agreements.

1. LICENSE TO USE AND AMEND TRIPWORKS PLATFORM

  1. TripWorks reserves the right to make unilateral changes to any part of these Terms at any time. TripWorks reserves the right to unilaterally modify or update the TripWorks Software at any time without prior notice. Any amendment or change to these terms will be binding after fourteen (14) calendar days, following the posting of these revisions on our website. It is your sole responsibility to review these terms regularly.
  2. Subject to the review, approval, and compliance of these terms, Tripworks grants you a limited, non-exclusive, and revocable license to use TripWorks software for internal use. You may not transfer, assign, or sublease any part of this sub-license to any entity or person, without written consent from TripWorks. Any amendments or changes to these terms will not apply to any dispute between us that arose prior to the posting of such changes.

2. LISTING OF MERCHANT SERVICES ON THE TRIPWORKS SOFTWARE

  1. TripWorks is not responsible for, and does not assume liability for any information, content, products, or services from any third-party affiliate used by its Partners.
  2. TripWorks will not be a party to agreements between your business and any customer, nor will it be responsible for any liabilities or conflicts resulting from a connection between you and any third-party deal site or vendor.
  3. TripWorks may reject any new Merchant Services that our Partners publish through the TripWorks platform, in its sole discretion and without prior notice.

3. PRICING, SALE, AND PERFORMANCE OF MERCHANT SERVICES

  1. You agree that you are directly and solely responsible as the seller of all Merchant Services, including but not limited to rentals, services, and experiences purchased by your customers. TripWorks activities are solely provided to assist you in the sale of your Merchant Services. You are solely responsible for setting prices for all Merchant Services that you offer. If TripWorks determines that your price listings may be inhibiting your business's performance, we may choose to contact and advise you in a constructive manner.
  2. You agree to honor all discounts and order codes created by you or your users within the TripWorks booking platform.
  3. You may sell Merchant Services with better terms using time-limited promotional Vouchers through third-party deal sites and social media sites at your discretion.
  4. You agree to take full responsibility for the fulfillment of all Vouchers sold to customers, in accordance with both the price and terms and conditions as stated at the time of sale.
  5. You agree to comply with all applicable laws related to Merchant Services both in your state and federally. You agree to comply with any applicable laws and regulations prohibiting the distribution and sale of tobacco products, alcohol, and other prohibited items to minors.
  6. TripWorks is not responsible for providing any support to your customers directly. If a customer's ability to purchase your Merchant Service(s) is severely infringed upon due to the TripWorks platform, TripWorks will provide you with timely support using commercially reasonable efforts.

4. PAYMENTS AND RETURNS

  1. You agree to recognize TripWorks as an agent on your behalf, allowing them to collect payments from all customers who purchase your products and services.
  2. TripWorks uses third-party processors for all credit card transactions, currently using Stripe, but may change providers at any time, with or without notice.
  3. TripWorks remits payments on a schedule subject to third-party payment processor terms and conditions.
  4. You agree to assist TripWorks in the investigation of any Chargebacks upon request.
  5. You are responsible for filing returns, governmental charges, and remitting all taxes related to your sale of goods and services.
  6. If TripWorks determines excessive Chargebacks, TripWorks may implement account controls, such as amending processing fees, delaying payments, or suspending services.
  7. In the event of a customer refund, TripWorks will refund the transaction amount and retain applicable commissions on the initial Transaction.

5. TRIPWORKS COMMISSIONS AND FEES

  1. TripWorks operates under a commission structure that is a percentage of the purchase price on all Merchant Services sold through TripWorks. Amendments to commission and fees will go into effect after being published on the TripWorks website for fourteen (14) days.
  2. TripWorks charges credit card processing fees and a flat fee on all Chargebacks.

TRIPWORKS PRICING AGREEMENT:

  • TripWorks Compensation: 8.00% per credit card Transaction.
  • TripWorks Chargeback Fee: $25 flat fee on all Chargebacks.

6. PROPRIETARY RIGHTS AND RESTRICTED ACTIVITIES

  1. All trademarks, copyrights, patents, and other intellectual property rights are the sole property of TripWorks.
  2. You agree not to alter proprietary labels or any part of the TripWorks Platform, nor publish any offensive or unlawful content on the TripWorks Platform.
  3. You agree to not distribute, display, or modify any part of the TripWorks Platform without written consent.

7. DATA USE AND PRIVACY

  1. You own all individual customer data collected through your business, and acknowledge that TripWorks collects and stores this data within its database.
  2. Any content or information provided by users of the service may not be used in a manner that violates third-party intellectual property rights.

8. SUPPORT

  1. TripWorks will provide advice and support during the first 30-day onboarding period, using commercially reasonable efforts.

9. INDEMNIFICATION

You agree to indemnify and defend TripWorks against liabilities, costs, and expenses arising from:

  1. Your use of the TripWorks software.
  2. Violation of third-party rights.
  3. Any claims or damages from information you provide.
  4. Misuse of your website or the TripWorks Platform.

10. RELEASE

  1. TripWorks shall not be responsible for business-related damages or delays due to forces beyond reasonable control.
  2. You agree to release TripWorks from actual or consequential claims, damages, and demands resulting from any disputes with TripWorks employees or third-party providers.

TERMINATION

  1. You are liable for any orders or charges incurred through your account before termination.
  2. TripWorks may terminate the agreement immediately if you become insolvent, or if there are any legal restrictions preventing the agreement.

ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements and understandings related to the subject matter of this Agreement.

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