Vendor Agreement Terms

Last Updated: 9/30/2021

Effective Date: 2/15/2021

Welcome to Black Passport Stamps LLC, a marketing company with a travel centric focus.

THIS AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF BLACKPASSPORTSTAMPS.COM (THE “PLATFORM”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND BLACK PASSPORT STAMPS LLC. BY REGISTERING FOR OR USING THE PLATFORM, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND AGREE TO ADHERE TO ANY APPLICABLE COMMERCIAL LAWS IN THE UNITED STATES OF AMERICA AND / OR FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO SELL YOUR SERVICES (IN EACH CASE, THE “ELECTED COUNTRY”). THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.

As used in this Agreement, “we,” “us,” and “Black Passport Stamps” means the applicable Black Passport Stamps LLC Contracting Party and any of its applicable Affiliates, and “you” means the applicant (if registering for or using the platform as an individual), or the business employing the applicant (if registering for or using the platform as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these Vendor Agreement Terms and the General website Terms and Policies, these Vendor Agreement Terms will govern and will prevail over the General website terms.

★ 1. Enrollment. ★

To begin the enrollment process, you must complete the vendor registration process. Use of the Platform is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business’) legal name, address, phone number and email address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Black Passport Stamps Privacy Policy

★ 2. Sales Proceeds. ★

(See Section S-4 for more proceeds information and compensation details)

Black Passport Stamps will not receive payments for service on behalf of vendors. Previous bookings made by a customer before the transition will continue as planned with a customer’s scheduled payments being made to Black Passport Stamps and with us, then, forwarding the sales proceeds, minus our referral fee (admin fee), to you upon your request for withdrawal. Moving forward with new bookings, Black Passport Stamps will only charge the customer a deposit fee to create the booking, which will equate to 100% of our referral fee (a flat fee of 8% of the retail cost per person). Vendors are now responsible for collecting the remaining balance from the customer via independent methods (e.g. invoicing the customer, Paypal payments, etc.)

[Previous terms before update which still apply during our transition] If you elect to use our payment system on the Platform to handle customer payments and refunds, (further discussed in Section S-2) and to receive sales proceeds, you must either connect to a Stripe Account, provide a valid Paypal email address or provide us with valid bank account information for a bank account or bank accounts acceptable by Black Passport Stamps (conditions for acceptance may be modified or discontinued by us at any time without notice) (“Your Bank Account”). You will use only a name and account that you are authorized to use in connection with the Platform and will update all of the information you provide to us in connection with the Platform as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) to debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a legitimate banking network (currently Stripe, Paypal or Direct Wire Transfer).

If we determine that your actions or performance may result in returns, chargebacks (applicable only when a vendor is using our payment system to handle customer payments in full), claims, disputes, violations of our terms or policies, or other risks to Black Passport Stamps or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Black Passport Stamps or third parties persist. For any amounts that we determine you owe us, we may (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (c) reverse any credits to Your Bank Account; or (d) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Policies or Vendor Agreement, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks (if applicable), claims, disputes, violations of our terms or policies, or other risks to Black Passport Stamps or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Policies, may result in their forfeiture. [End of previous terms]

★ 3. Term and Termination. ★

The term of this Agreement will start on the date of your completed registration for use of the Platform and continue until terminated by us or you as provided below. You may at any time terminate your use of the Platform (halt the selling of Your Services) immediately, on notice to us via Store Manager, email, the Contact Us form, or similar means, however, you will remain responsible for performing and completing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination. We may terminate your use of the Platform or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of the Platform immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Platform has harmed, or our controls identify that it might harm, other sellers, customers, or Black Passport Stamps’ legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including Store Manager, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations

under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 10, 13, 14, and 16 of these Vendor Agreement Terms survive.

★ 4. License. ★

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the promotion of business, to aid in the sale of your services and for other Black Passport Stamps interests; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the applicable Store Manager); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

★ 5. Representations. ★

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

★ 6. Indemnification. ★

6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless Black Passport Stamps, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Services, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Black Passport Stamps), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

6.2 Black Passport Stamps indemnification obligations. Black Passport Stamps, will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Black Passport Stamps’ non-compliance with applicable Laws; or (b) allegations that the operation of a Black Passport Stamps Site infringes or misappropriates that third party’s intellectual property rights.

6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

★ 7. Disclaimer & General Release. ★

a. THE BLACK PASSPORT STAMPS SITE AND THE PLATFORM, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE PLATFORM, ARE PROVIDED “AS-IS.” AS A USER OF THE PLATFORM, YOU USE THE BLACK PASSPORT STAMPS SITE, THE PLATFORM, AND STORE MANAGER AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE PLATFORM OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE BLACK PASSPORT STAMPS SITE AND THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE BLACK PASSPORT STAMPS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES BLACK PASSPORT STAMPS (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN THE CASE OF A LOST FINANCIAL DISPUTE (e.g., CHARGEBACK CLAIM), BLACK PASSPORT STAMPS IS SOLELY LIABLE FOR RETURNING THE TOTAL OF THE REFERRAL FEE PAID TO US (e.g., IF WE HAVE ONLY RECEIVED 75% OF THE REFERRAL FEE, WE WILL RETURN 75% OF THE REFERRAL FEE).

★ 8. Limitation of Liability. ★

We WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, SERVICE LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF BLACK PASSPORT STAMPS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO BLACK PASSPORT STAMPS IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

★ 9. Tax Matters. ★

Black Passport Stamps will not collect or pay taxes on your behalf. Tax that will be collected during customer checkout is for the purpose of fulfillment of our statutory tax obligations. Our current tax rate is 0.29% of the list price. You will be responsible for the collection, reporting, and payment of any and all of Your Taxes through your own means. You agree to and will comply with all applicable tax laws.

During our transition to our updated payment system, any future sales proceeds payable to you by Black Passport Stamps, under this Agreement or the applicable Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes).

★ 10. Confidentiality and Personal Data. ★

During the course of your use of the Platform, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Black Passport Stamps’ exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation on the Platform; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation on the Platform or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Platform, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) without our advance written permission.

Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

★ 11. Force Majeure. ★

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

★ 12. Relationship of Parties. ★

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Black Passport Stamps, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

★ 13. Suggestions and Other Info. ★

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Black Passport Stamps Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Platform, you are responsible for any actions you take based on our suggestions.

★ 14. Modification. ★

14.1. In most cases, we will provide at least 15 days’ advance notice for changes to the Agreement.

14.2 However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Platform (where this does not materially adversely affect your use of the Platform); or (c) to restrict services or activities that we deem unsafe, inappropriate, or offensive..

14.3 Your continued use of the Platform after the effective date of any change to this Agreement in accordance with this Section 14 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Platform and to end the Agreement as described in Section 3.

★ 15. Password Security. ★

During the initial enrollment process, you are required to create a password, to access your account, the Store Manager, to use the Platform, electronically accept Your Transactions, to review your completed transactions, and other features and services that are provided. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

★ 16. Miscellaneous ★


Each of the parties hereto consents to submit itself to the non-exclusive personal jurisdiction of the state courts of State of Georgia, County of Fulton and of the federal courts located in the United States District Court for the Northern District of Georgia (and the appellate courts thereof), in the event any dispute arises out of this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, United States Corporation Agents, Inc., 1420 Southlake Plaza Dr., Morrow, GA, 30260, USA. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. Likewise, Black Passport Stamps will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. Black Passport Stamps and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Black Passport Stamps and you each waive any right to a jury trial.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Black Passport Stamps, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Black Passport Stamps as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Black Passport Stamps retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies. Because Black Passport Stamps is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, Black Passport Stamps will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.

Black Passport Stamps will provide notice to you under this Agreement by posting changes to the Store Manager or to the applicable Black Passport Stamps site to which the changes relate, by sending you an email, or by similar means. You must send all notices and other communications relating to Black Passport Stamps to our Support team via the Store Manager, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your email addresses and certain other information in the Store Manager, as applicable. You will ensure that all of your information is up to date and accurate at all times.

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s’y rattachant soient rédigés en anglais.) We may make available translations to this Agreement and the applicable Terms and Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to the Platform and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

★ Selling on Black Passport Stamps Terms ★

Selling on the Platform (Selling on BlackPassportStamps.com) is a Service that allows you to offer certain services directly on the Black Passport Stamps Site.

These Selling on the Platform Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on BlackPassportStamps.com. BY REGISTERING FOR OR USING THE PLATFORM, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON THE PLATFORM TERMS. ACCEPTING THESE TERMS WILL VOID ANY RELATED CONTRACT AND/OR TERMS, PREVIOUSLY MADE BETWEEN DAVID A. MCCAUSELAND OR BLACK PASSPORT STAMPS AND YOU OR THE COMPANY YOU REPRESENT, ON OR BEFORE THE EFFECTIVE DATE.

★ S-1 Your Service Listings and Orders. ★

S-1.1 Service Information. You will provide accurate and complete required service information for each service that you offer through the Platform and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure, if applicable, that Your Services and your offer and subsequent sale of any of the same on the Platform comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Vendor Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Services on the Platform; or provide any URL Marks for use, or request that any URL Marks be used, on the Platform.

S-1.2 Service Listing; Merchandising; Order Processing. We will enable you to list Your services on the Black Passport Stamps Site and promote Your Services in accordance with the Agreement. We may use mechanisms that rate, or allow customers to rate, Your Services and your performance as a vendor and Black Passport Stamps may make these ratings and feedback publicly available. We will provide Booking and customer Information to you for each booking of Your Service through the Platform.

S-1.3 Credit Card Fraud. Black Passport Stamps will not be liable for, or bear any risk or loss associated with, credit card fraud (e.g, a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, except in a financial dispute where we will return the received percentage of our referral fee, if required. We will, however, do everything in our power to avoid such a situation by employing anti-fraud tactics.

S-1.4 Payment Options. Currently, the only option for a customer is to pay a deposit towards our trip, which equates to 100% of our referral fee.

S-1.4.2 Payment Plan. Payment Plans for Your Services are no longer available via our Platform. Black Passport Stamps will not receive payments for service on behalf of vendors. Previous bookings made by a customer before the transition will continue as planned with a customer’s scheduled payments being made to Black Passport Stamps and with us, then, forwarding the sales proceeds, minus our referral fee (admin fee), to you upon your request for withdrawal. Moving forward with new bookings, Black Passport Stamps will only charge the customer a deposit fee to create the booking, which will equate to 100% of our referral fee (a flat fee of 8% of the retail cost per person). Vendors are now responsible for collecting the remaining balance from the customer via independent methods (e.g. invoicing the customer, Paypal payments, etc.)

★ S-2 Sale and Fulfillment; Refunds and Returns. ★

S-2.1 Sale and Fulfillment. Upon receiving a new sale (i.e., booking), all relevant information will become available to the Vendor, such as customer contact information and booking details (i.e., ticket quantity, preferred travel dates and occupancy). Upon receiving booking details, it is the Vendor’s responsibility to contact the customer within 24 – 48 hours to inform them of the next steps in the booking and payment process (i.e., traveler registration, payment plan information , etc.)

S-2.2 Refunds. Please review the Black Passport Stamps Refund Policy for a full understanding of the applicable policies. Black Passport Stamps Refund Policy allows for customers to cancel their booking within 7 days of the initial payment. Customers have the ability to request a cancellation and refund via their account dashboard and are entitled to a refund, for any reason, within these 7 days. If a refund is requested and processed, you will receive notifications via your Store Manager and via e-mail.

In the case of a refund, trip cancellation and/or dispute with a financial institution or third party processor, Black Passport Stamps is responsible for refunding solely the initial deposit, which is 100% of our referral fee. Refunding all other payments made directly to the Vendor, from the customer, to fulfill a booking, will be the responsibility of the Vendor

S-2.3 Cancellations. Vendors reserve the right to cancel any trip or event for any reason. In the case of a cancellation, Black Passport Stamps is solely responsible for and will refund the customer the amount of their initial payment made through the Platform (i.e., deposit).

★ S-3 Problems with Your Service.★

S-3.1 Chargebacks. If we have received a chargeback claim relating to a booking and it is found or determined that the claim, chargeback, or dispute is valid, Black Passport Stamps is only liable for providing the amount of the initial deposit to fulfill the repayment of the claim. You, or the company you represent, will (a) bear the remainder of the financial responsibility (b) you will not take recourse against the customer and (c) are responsible for all other fees and expenses associated with the remaining transactions to fulfill the booking (e.g., credit card, bank, payment processing, re-presentment, or penalty fees).

★ S-4 Compensation ★

S-4.1 Compensation. For advertising Your Services on the Platform, you will pay us a Referral Fee, a.k.a. ‘Admin Fee’ or ‘Deposit’, of a specific percentage for each sale (i.e., booking) down to the quantity and variant, at the percentage rate(s) shown below, and in $USD (United States Dollar). The percentage is based on the listed total price of the Service currently being offered on the Platform.

<b> REFERRAL FEE: 8% flat fee </b>

S-4.2 The referral fee is substracted from the ticket’s list price and you agree to subtract the customer’s initial payment (i.e., ‘Deposit’) from the total ticket price when computing their remaining balance to complete the payment for your Service.

It is recommended to price your trips and events accordingly to maintain your profit margins.

★ S-5 Black Passport Stamps Website, Platform and Services. ★

S-5.1 Black Passport Stamps has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any listing in the Black Passport Stamps Stores, and all aspects of each Service, including your use of the same. Black Passport Stamps may assign any of these rights or delegate any of its responsibilities.

★ S-6 Discounts, Coupons and Coupon Codes ★

S-6.1 Discounts As a vendor. You or the business You represent, will have the ability to create pricing discounts or lower your listed price (e.g., “sales”) at any point via the Store Manager. Our referral fee will be based on the listed retail price or sale price, whichever is active at the time of the booking.

S-6.2 Coupons and Coupon Codes are not available as a vendor.

S-6.3 We reserve the right to remove the ability for vendors to create discounts on the Platform, from any vendor, immediately, if we suspect any type of abuse of the system or the Platform.

★ S-7 Overbooking ★

S-7.1 Allowing overbooking is prohibited from the Platform, therefore, you agree to always, and accurately, manage Your Service capacity count on the Platform. Once the capacity has depleted, sales must seize, unless you’ve added additional and legitimate capacity, in which you may continue with sales.

S-7.2. In the unlikely, and as above mentioned, prohibited event, that Your Service does become overbooked, You will be required to contact us to refund the customer immediately.

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Any new products, services, features or tools, which are added to the current site, shall also be subject to these Vendor Agreement Terms and the Terms of Service. You can review the most current version of the Terms of Service at any time by visiting this page.

We reserve the right to update, change or replace any part of these Vendor Agreement Terms or the Terms of Service by posting updates and/or changes to our website, with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Platform (where this does not materially adversely affect your use of the Platform); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We reserve the right to decrease or increase the referral fee (i.e., admin fee), but not more than one percent every three months. This does not signify that we will increase or decrease the referral fee every three months, it is simply a statement of reservation to the right of changes. Changes to the referral fee will become effective after a three month advance notice made via Store Manager Notification board and email.

We will contact you directly about these changes, via email or your store manager. You can also review the change log page for updates to these terms and policies.

Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

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