IVON Vendor Agreement

This Vendor Agreement applies to any individual or entity that publishes, offers, rents, sells, conducts, guides, instructs, or otherwise provides beach gear rentals, watercraft rentals, excursions, lessons, tours, or other experiences through the Platform (each, a "Vendor"). This Agreement supplements the Terms of Service and prevails over the Terms of Service only to the extent of a direct conflict for vendor-specific matters.

Vendor is and will remain an independent business. Nothing in this Agreement creates employment, agency, franchise, joint venture, fiduciary duty, or partnership between Vendor and IVON. Vendor has no authority to make promises, warranties, or representations on IVON's behalf.

Vendor represents and warrants on a continuing basis that Vendor and all personnel involved in any listing are legally qualified and operationally capable to provide the listed rentals or experiences, including all required licenses, permits, registrations, vessel credentials, tour or guide authorizations, business registrations, and tax registrations.

Vendor must maintain all insurance reasonably appropriate for its operations, including commercial general liability and any legally required marine, vehicle, workers' compensation, professional, or passenger coverage. Vendor must provide proof of insurance, endorsements, certificates, or policy details upon request and must notify IVON immediately of cancellation, lapse, or material reduction in coverage.

IVON may request supporting documents at any time, but IVON's receipt, review, or failure to request documents does not create any duty to verify compliance or any representation by IVON that Vendor is approved, compliant, licensed, or insured.

Vendor is solely responsible for ensuring that each listing is accurate, complete, current, and not misleading, including pricing, inclusions, exclusions, participant requirements, meeting locations, weather limitations, age restrictions, skill prerequisites, physical requirements, safety equipment, cancellation terms, equipment specifications, and applicable legal restrictions.

Vendor must classify each listing in the manner required by IVON, including whether the listing is a Beach Gear Rental or an Experience & Service. At launch, all eligible bookings are subject to IVON's Flexible Cancellation Policy unless IVON expressly states otherwise. Vendor must keep service expectations, prerequisites, weather limitations, and refund disclosures accurate at all times.

Vendor must deliver each rental or experience safely, lawfully, and professionally and in accordance with the listing description, all disclosed rules, industry standards, and applicable law. Vendor is solely responsible for maintaining equipment in safe and lawful condition; screening participants where appropriate; providing warnings, instructions, briefings, and safety gear; monitoring conditions; obtaining waivers or acknowledgments from participants where Vendor deems appropriate or law requires; and refusing service when conditions are unsafe or participant behavior is inappropriate.

Vendor must communicate and process cancellations, reschedules, booking modifications, substitute inventory proposals, no-show determinations, and incident reporting through the Platform unless IVON expressly authorizes a different process in writing. Vendor may not pressure a Client to cancel, waive Platform remedies, or accept an off-platform refund or side arrangement to avoid Platform consequences.

Vendor must promptly update listing availability and honor confirmed bookings except where cancellation is reasonably necessary for safety, legal compliance, force majeure, or circumstances expressly allowed under IVON policy.

Vendor authorizes IVON to display Vendor pricing, collect booking amounts from clients, deduct IVON fees, apply refunds, credits, Processing Fee adjustments, coupons, and other remediation under applicable policies, and remit net payouts to Vendor according to the payout timing and procedures established by IVON from time to time.

Vendor agrees to pay IVON the commission, platform fee, or other compensation established between IVON and Vendor for bookings and transactions generated through the Platform. Vendor authorizes IVON to deduct those amounts from client payments or Vendor payouts. Vendor may not structure, redirect, conceal, or process a transaction outside the Platform for the purpose of avoiding any commission, platform fee, or other amount payable to IVON under this Agreement.

For rental bookings, Vendor acknowledges that IVON applies a mandatory Damage Protection program to all rental bookings. IVON may calculate and retain the applicable Damage Protection amount from the booking transaction before determining the net payout payable to Vendor. The Damage Protection amount is calculated in accordance with IVON's then-current Damage Protection terms and applicable Client Agreement. Vendor acknowledges that Damage Protection is separate from Vendor's commission or other amounts payable to IVON and may reduce the net payout otherwise payable to Vendor for the applicable rental booking.

IVON may hold, delay, reverse, or offset payouts to manage chargebacks, refund claims, fraud investigations, legal compliance reviews, reserve requirements, taxes, disputes, or policy violations. Vendor bears all risks of nonpayment by clients to the extent not actually collected by IVON or its payment processor.

Where IVON issues a refund, credit, rebooking accommodation, or other adjustment under the IVON Cancellation & Refund Policy, Vendor agrees that IVON may reduce or eliminate the corresponding payout, recover processor and support costs to the extent permitted by law, and net those amounts against future payouts.

Vendor is solely responsible for determining, collecting, remitting, and reporting all taxes, duties, permit fees, harbor or launch fees, park access charges, and other governmental assessments related to Vendor's operations, listings, or services, unless IVON expressly agrees in writing to collect or remit a particular item.

Vendor must comply with the IVON Cancellation & Refund Policy and IVON's then-current cancellation rules applicable to bookings made through the Platform. At launch, IVON applies its Flexible Cancellation Policy unless IVON expressly states otherwise. Vendor must promptly notify IVON of any cancellation, delay, safety incident, injury, property damage, law-enforcement inquiry, weather closure, vessel or equipment failure, reschedule request, substitute inventory proposal, or other event that could affect a booking or create risk for IVON or users.

Where Vendor cancels, materially alters, or fails to provide a confirmed booking, IVON may issue a full refund, rebooking assistance, credit, or other remediation to the Client and recover or offset related amounts, costs, chargebacks, and reasonable administrative expenses from Vendor in accordance with applicable IVON policies.

IVON may establish category-specific standards, including standards for watercraft, guides, helmets, life jackets, age thresholds, tour group sizes, emergency procedures, launch practices, and equipment maintenance. Vendor must comply with those standards if published or communicated by IVON.

For purposes of this Agreement, an "IVON-Generated Client" means any prospective or actual client who discovers, identifies, contacts, communicates with, requests information or a quotation from, makes an inquiry regarding, or books Vendor or any of Vendor's rentals, equipment, experiences, or services through or as a result of the Platform, an IVON listing, IVON marketing, or any introduction facilitated by IVON.

Vendor acknowledges that IVON provides the Platform, marketing, client acquisition, booking infrastructure, payment processing, and other services through which Vendor may obtain access to IVON-Generated Clients. In consideration of those services, Vendor agrees to pay IVON the commission, platform fee, or other compensation applicable to Vendor and agreed between IVON and Vendor for transactions originating through the Platform.

Vendor shall not directly or indirectly circumvent IVON or attempt to avoid any commission, platform fee, or other amount payable to IVON in connection with an IVON-Generated Client. Without limiting the foregoing, Vendor shall not:

Except where IVON expressly authorizes otherwise in writing, communications relating to inquiries, quotations, bookings, booking modifications, and payments involving IVON-Generated Clients must be conducted through the Platform to the extent functionality for such communications is provided by IVON. Direct operational communications reasonably necessary to deliver a confirmed rental or service, including meeting, delivery, safety, or day-of-service coordination, are permitted but may not be used to circumvent IVON or move a booking or payment off the Platform.

This prohibition applies to transactions with an IVON-Generated Client during Vendor's use of the Platform and for twelve (12) months following the Client's most recent inquiry, introduction, communication, or booking through IVON, unless IVON expressly agrees otherwise in writing.

A violation or attempted violation of this Section constitutes a material breach of this Agreement and may result in immediate enforcement under Section 10, including suspension or termination of Vendor access, removal of listings, withholding or offset of payouts, and recovery of commissions, fees, costs, or other amounts IVON would have been entitled to receive had the transaction been properly processed through the Platform, to the extent permitted by law.

Vendor grants IVON a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify for formatting, display, distribute, market, and use Vendor's listing content, business information, logos, trade names, photos, videos, and reviews for purposes of operating, promoting, and improving the Platform and IVON's business, subject to the Privacy Policy and any separately signed marketing agreement.

Vendor represents that it owns or controls all rights necessary to grant this license and that Vendor content does not infringe any third-party rights.

Vendor will defend, indemnify, and hold harmless IVON and its affiliates, owners, officers, directors, employees, agents, contractors, and service providers from and against any claim, investigation, demand, action, injury, death, property damage, loss, penalty, fine, cost, or expense, including reasonable attorneys' fees, arising from or relating to: Vendor listings; Vendor operations; Vendor equipment; Vendor personnel; Vendor clients; Vendor breach of this Agreement; Vendor failure to hold required licenses or insurance; Vendor violation of law; or any allegation that IVON is responsible for Vendor conduct or offerings.

Without limiting the foregoing, Vendor will reimburse IVON for refunds, chargebacks, processing losses, claims expenses, reasonable customer support remediation, and other amounts incurred by IVON because of Vendor cancellations, booking failures, safety incidents, misrepresentations, or policy violations.

IVON is not responsible for demand levels, booking volume, search ranking, market conditions, regulatory changes, weather impacts, cancellations by clients, processor downtime, fraud, or the acts or omissions of any third party. Vendor uses the Platform at Vendor's own business risk.

To the maximum extent permitted by law, IVON's aggregate liability to Vendor arising out of or relating to this Agreement will not exceed the net platform fees retained by IVON from Vendor bookings during the twelve (12) months preceding the event giving rise to the claim.

IVON may reject listings, require edits, request documentation, pause booking capability, hide listings, hold payouts, issue warnings, remove content, or suspend or terminate Vendor access immediately where IVON reasonably considers it necessary for safety, legal compliance, fraud prevention, quality control, customer trust, insurance concerns, or protection of IVON's business. IVON may exercise these rights where it reasonably determines that Vendor has violated or attempted to violate Section 6.1, including by diverting an IVON-Generated Client or requesting, encouraging, or accepting an off-platform transaction intended to avoid IVON commissions or fees.

For a violation or attempted violation of Section 6.1, IVON may also remove or refuse to publish Vendor listings, disable new booking capability, withhold, offset, or adjust payouts to the extent permitted by law, and recover any unpaid commissions or platform fees, processing costs, chargebacks, reasonable administrative costs, or other amounts IVON would have been entitled to receive had the applicable transaction been properly processed through the Platform.

Upon termination, confirmed bookings may be canceled by IVON, transferred where feasible, or allowed to proceed subject to any conditions IVON determines appropriate. Sections relating to payments, refunds, audits, intellectual property, indemnity, disclaimers, limitations of liability, dispute resolution, and survival remain in effect.