Agency Agreement

2.1 The Agency is an independent contractor of Yume. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Agency and Yume. The Agency is not an employee, partner, or joint venturer of Yume, and shall not represent itself as such.

2.2 Yume acts as a disclosed agent and limited payment collection agent on behalf of the Agency. Yume facilitates Bookings and collects payment from Travelers on behalf of the Agency, but Yume is not a party to the underlying contract between the Agency and the Traveler for the provision of the Experience.

2.3 The Agency retains sole responsibility for the delivery, quality, safety, and legality of all Experiences it offers through the Platform. Yume does not control, direct, or supervise the Agency's operations, staffing, or business practices.

2.4 Nothing in this Agreement creates an employment, partnership, or joint venture relationship between the parties. Each party is responsible for its own taxes, insurance, and business expenses.

3.1 To register as an Agency on the Platform, you must be a legally registered business entity in the jurisdiction in which you operate. Sole proprietors must provide proof of business registration or equivalent documentation as required by local law.

3.2 As part of the onboarding process, you must complete all Know Your Business (KYB) requirements, which may include but are not limited to: submission of business registration documents, identity verification of business owners or authorized representatives, and provision of tax identification numbers and related tax documents.

3.3 Yume reserves the right to approve or reject any Agency application at its sole discretion, without obligation to provide reasons for rejection. Yume may also request additional documentation or information at any time during or after the onboarding process.

3.4 To receive Payouts for Bookings, the Agency must complete onboarding with Stripe Connect, Yume's payment processing partner. By completing Stripe Connect onboarding, the Agency agrees to be bound by the Stripe Connected Account Agreement, which may be modified by Stripe from time to time. Yume is not responsible for the actions, policies, or terms of Stripe.

3.5 The Agency must provide and maintain accurate, current, and complete information in its account at all times. Failure to do so may result in suspension or termination of the Agency's account and access to the Platform.

4.1 The Agency is solely responsible for the accuracy, completeness, and legality of all Experience listings it publishes on the Platform, including but not limited to: descriptions, pricing, availability, images, inclusions, exclusions, meeting points, physical or age requirements, cancellation policies, and any other terms or restrictions applicable to the Experience.

4.2 All Experience listings must comply with applicable local, national, and international laws and regulations, including consumer protection laws, advertising standards, and anti-discrimination laws. The Agency shall not list any Experience that is illegal, fraudulent, misleading, or harmful.

4.3 Yume reserves the right to review, edit, suspend, or remove any Experience listing at any time and without prior notice if Yume determines, in its sole discretion, that the listing violates this Agreement, applicable law, or Yume's content policies.

4.4 The Agency represents and warrants that it has all necessary rights, licenses, and permissions to submit all content included in its listings, including text, photographs, videos, logos, and other materials. The Agency shall not submit content that infringes the intellectual property rights, privacy rights, or other rights of any third party.

4.5 The Agency acknowledges that Yume does not verify the accuracy of listing information and that Yume shall not be liable for any errors, omissions, or misrepresentations in Agency listings.

5.1 Yume charges a platform service fee (Commission) on each Booking, which is deducted from the gross booking amount before Payout to the Agency. The Commission rate is determined by the Agency's assigned tier level as set forth in the Agency's dashboard on the Platform.

5.2 Yume operates a tiered Commission structure. The Agency's applicable Commission rate is based on the Agency's assigned tier, which is determined by Yume and displayed in the Agency's dashboard. New Agencies are assigned a default tier upon onboarding. The current Commission rates for each tier are available for review at any time in the Agency dashboard.

5.3 Yume may adjust the Agency's tier assignment from time to time based on performance metrics, booking volume, quality ratings, Traveler feedback, compliance history, and other criteria determined by Yume at its sole discretion. Changes to tier assignments will be communicated to the Agency via email or Platform notification.

5.4 The Agency's current tier level, applicable Commission rate, and fee schedule are visible in the Agency dashboard on the Platform. The Agency is responsible for reviewing its current fee schedule regularly.

5.5 Yume reserves the right to modify the Commission structure, tier levels, or fee rates at any time with thirty (30) days' prior written notice to the Agency. Continued use of the Platform after the effective date of any fee change constitutes acceptance of the updated fees.

6.1 Payouts for confirmed Bookings are processed through Stripe Connect. The Payout amount is calculated as the gross booking amount less the applicable Commission, Stripe processing fees, and any adjustments for refunds, chargebacks, or other deductions.

6.2 Payout schedule options are available based on the Agency's preference and may include: immediate, daily, weekly, monthly, or manual payouts. The Agency may configure its payout schedule through its Stripe Connect dashboard, subject to availability based on tier level.

6.3 For Agencies utilizing immediate payouts, the percentage of the booking amount available for immediate payout is determined by the Agency's assigned tier level, as set forth in the Agency's dashboard on the Platform. Higher-tier Agencies may be eligible for a greater percentage of the booking amount as an immediate payout. The remaining balance, if any, is disbursed according to the Agency's standard payout schedule.

6.4 Minimum payout thresholds may apply depending on the Agency's payout method and currency. Payouts below the minimum threshold will be held and accumulated until the threshold is met.

6.5 Yume reserves the right to hold, delay, or withhold Payouts if Yume reasonably suspects fraud, policy violations, pending disputes, chargebacks, or any other circumstances that may give rise to liability for Yume or Travelers. Yume will notify the Agency of any such hold and the reasons therefor, to the extent permitted by law.

6.6 The Agency is solely responsible for all fees charged by Stripe in connection with payment processing and Payouts, including but not limited to transaction fees, currency conversion fees, and payout fees. These fees are deducted automatically from the Payout amount.

6.7 Payouts will not be processed until the Agency has completed all required Stripe Connect onboarding and verification steps. Yume is not liable for any delays in Payouts caused by Stripe, the Agency's financial institution, or the Agency's failure to complete required verification.

7.1 The Agency retains full authority to set and adjust prices for its Experiences on the Platform. All prices must be inclusive of any mandatory fees, taxes, or surcharges, unless otherwise clearly disclosed in the listing.

7.2 Yume expects the Agency to maintain competitive pricing on the Platform. Prices for Experiences listed on the Platform should not exceed the prices offered for the same or substantially similar Experiences on the Agency's own website, direct booking channels, or other third-party platforms. This pricing parity expectation is intended to ensure a fair and competitive marketplace for Travelers.

7.3 Yume reserves the right to display sale prices, promotional pricing, or discounted rates for the Agency's Experiences on the Platform, provided that such promotional pricing is conducted with the Agency's prior consent. Any promotional pricing arrangement will be agreed upon separately between Yume and the Agency.

7.4 Currency conversions displayed on the Platform are provided as estimates only, based on prevailing exchange rates at the time of display. Actual charges may vary due to exchange rate fluctuations, and the Traveler's bank or payment card issuer may apply its own exchange rate and fees. Yume is not responsible for any differences between displayed and actual amounts.

8.1 The Agency must establish and clearly display a cancellation policy for each Experience listing on the Platform. The Agency is obligated to honor the cancellation policy as stated in the listing at the time of the Traveler's Booking.

8.2 Refunds to Travelers are processed through Yume and deducted from the Agency's Payout balance or future Payouts. The Agency authorizes Yume to process refunds in accordance with the Agency's stated cancellation policy and the terms of this Agreement.

8.3 In the event of a chargeback initiated by a Traveler through their payment provider, the chargeback amount, together with any associated fees or penalties, will be deducted from the Agency's Payout balance or future Payouts. The Agency bears full financial responsibility for chargebacks resulting from Agency error, non-performance, misrepresentation, or failure to deliver the Experience as described.

8.4 Yume may issue refunds on behalf of the Agency, without the Agency's prior consent, in cases of: (a) non-performance by the Agency, including failure to deliver the Experience as described; (b) material misrepresentation in the Experience listing; (c) safety concerns; or (d) other circumstances where Yume reasonably determines that a refund is warranted to protect Travelers or the integrity of the Platform. The refund amount will be deducted from the Agency's Payout balance or future Payouts.

8.5 The Agency agrees to cooperate with Yume in resolving any Traveler complaints, refund requests, or chargeback disputes in a timely and professional manner.

9.1 By submitting content to the Platform, including but not limited to text, descriptions, photographs, videos, logos, trademarks, and other materials (collectively, "Agency Content"), the Agency grants Yume a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display such Agency Content in connection with the Platform, Yume's business operations, marketing, and promotional activities.

9.2 This license survives termination of this Agreement with respect to Agency Content that was published on the Platform during the term of this Agreement. Yume will use reasonable efforts to remove or cease active use of Agency Content within a reasonable period following termination, but cached, archived, or third-party-distributed copies may persist.

9.3 Yume may sublicense Agency Content to its marketing partners, distribution partners, affiliates, and third-party platforms for the purpose of promoting and distributing the Agency's Experiences.

9.4 The Agency retains ownership of its Agency Content, but represents and warrants that it has all necessary rights, licenses, and permissions to grant the license described in this section, and that the Agency Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party.

10.1 The Agency must obtain and maintain all necessary licenses, permits, certifications, and registrations required to operate its business and provide the Experiences listed on the Platform, in accordance with applicable local, national, and international laws and regulations.

10.2 The Agency must comply with all applicable laws, regulations, and industry standards, including but not limited to: consumer protection laws, advertising and marketing regulations, health and safety standards, environmental regulations, anti-discrimination laws, anti-money laundering (AML) regulations, and sanctions compliance.

10.3 The Agency shall adhere to responsible tourism practices, including respect for local communities, cultural heritage, wildlife, and the environment. Yume reserves the right to remove Experiences that Yume determines, in its sole discretion, are inconsistent with responsible tourism principles.

10.4 The Agency must carry and maintain adequate liability insurance covering all Experiences offered through the Platform, including but not limited to general liability insurance, professional liability insurance, and any other insurance required by applicable law. Insurance coverage must be sufficient to cover claims arising from personal injury, property damage, death, or other losses that may occur in connection with the Agency's Experiences.

10.5 The Agency must provide proof of insurance to Yume upon request. Failure to maintain adequate insurance coverage may result in suspension or termination of the Agency's account on the Platform.

11.1 The Agency is solely responsible for the conduct, actions, and omissions of all Agents and staff members who operate on the Platform under the Agency's account. The Agency shall ensure that all such individuals are properly trained, qualified, and authorized to act on the Agency's behalf.

11.2 The Agency may add staff members to its Platform account using the invite code system provided by Yume. Each invited staff member must create their own individual account and accept the applicable terms and conditions before accessing the Platform on behalf of the Agency.

11.3 The Platform provides role-based access controls that allow the Agency to assign different permission levels to staff members. The Agency is responsible for configuring and managing access controls appropriately and for revoking access for any staff member who is no longer authorized to act on the Agency's behalf.

11.4 The Agency must ensure that all staff members operating on the Platform comply with this Agreement, Yume's policies, and all applicable laws and regulations. Any breach of this Agreement by an Agent or staff member shall be deemed a breach by the Agency.

12.1 When a Traveler makes a Booking, certain personal information (such as name, email address, phone number, and booking details) may be shared with the Agency to facilitate the delivery of the Experience. The Agency acts as a separate and independent data controller for the Traveler personal information it receives in connection with Bookings.

12.2 The Agency must comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) for personal data of individuals in the European Economic Area and the United Kingdom, the California Consumer Privacy Act (CCPA) for personal information of California residents, and any other applicable privacy laws in the jurisdictions in which the Agency operates or from which it receives Traveler data.

12.3 The Agency must implement and maintain appropriate technical and organizational security measures to protect Traveler personal information against unauthorized access, disclosure, alteration, destruction, or loss.

12.4 The Agency shall not use Traveler personal information for any purposes unrelated to the booked Experience without the express consent of the Traveler. The Agency shall not sell, rent, or share Traveler personal information with third parties except as necessary to fulfill the booked Experience or as required by applicable law.

12.5 In the event of a data breach affecting Traveler personal information, the Agency must notify Yume within forty-eight (48) hours of becoming aware of the breach. The notification must include a description of the nature of the breach, the categories and approximate number of affected individuals, the likely consequences, and the measures taken or proposed to address the breach.

13.1 The Agency shall indemnify, defend, and hold harmless Yume, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and costs of litigation) arising out of or relating to:

• The Agency's Experiences, including any personal injury, death, property damage, or other loss occurring in connection with an Experience.
• Agency Content submitted to the Platform, including claims of intellectual property infringement, defamation, or violation of privacy rights.
• Any breach of this Agreement by the Agency or its Agents, employees, or representatives.
• Any violation of applicable law, regulation, or third-party rights by the Agency or its Agents.
• The Agency's negligence, gross negligence, or willful misconduct.
• Any claims, demands, or actions brought by Travelers or third parties in connection with the Agency's Experiences, listings, or business operations.

13.2 The Agency's indemnification obligations under this section are uncapped and shall survive the termination or expiration of this Agreement.

13.3 Yume shall promptly notify the Agency of any claim for which indemnification is sought and shall provide reasonable cooperation in the defense of such claim. The Agency shall not settle any claim without Yume's prior written consent if the settlement would impose any obligation on Yume or admit liability on Yume's behalf.

14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YUME'S TOTAL AGGREGATE LIABILITY TO THE AGENCY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL PLATFORM FEES (COMMISSIONS) COLLECTED BY YUME FROM THE AGENCY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.2 IN NO EVENT SHALL YUME, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE AGENCY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

14.3 THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YUME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY PROVIDED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.4 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that applicable law does not allow to be excluded or limited.

15.1 Either party may terminate this Agreement by providing the other party with thirty (30) days' written notice. Notice may be delivered by email to the address associated with the Agency's account or, in the case of notice to Yume, to admin@getyume.com.

15.2 Yume may terminate this Agreement and the Agency's access to the Platform immediately, without prior notice, in the event of: (a) material breach of this Agreement by the Agency; (b) fraud or suspected fraud by the Agency or its Agents; (c) illegal activity conducted through or in connection with the Platform; (d) repeated policy violations; (e) conduct that Yume reasonably determines poses a risk to Travelers, the Platform, or Yume's reputation; or (f) failure to maintain required licenses, permits, or insurance.

15.3 Upon termination of this Agreement, regardless of the reason for termination: (a) all outstanding Bookings that have been confirmed prior to the termination date must be honored by the Agency in full; (b) pending Payouts are subject to a resolution period during which Yume may withhold funds to resolve outstanding disputes, chargebacks, refund obligations, or other liabilities; (c) the Agency must immediately cease all use of Yume's name, trademarks, logos, and other intellectual property; and (d) the Agency's listings will be deactivated and removed from the Platform.

15.4 Yume may withhold final Payouts for a period of up to one hundred eighty (180) days following termination to account for potential chargebacks, refunds, or other adjustments. Any remaining balance will be disbursed to the Agency after the resolution period, less any amounts owed to Yume or Travelers.

15.5 Handling of data following termination shall be governed by Yume's Privacy Policy and applicable law. Yume may retain certain data as required by law or for legitimate business purposes.

15.6 Sections of this Agreement that by their nature should survive termination shall survive, including but not limited to: Definitions, Content License, Indemnification, Limitation of Liability, Data Protection, Governing Law and Dispute Resolution, and any accrued payment obligations.

16.1 Yume reserves the right to update, modify, or replace this Agreement at any time. When Yume makes changes to this Agreement, Yume will provide the Agency with at least thirty (30) days' prior notice via email to the address associated with the Agency's account or through a notification on the Platform.

16.2 The Agency's continued use of the Platform after the effective date of any modifications constitutes the Agency's acceptance of the updated Agreement. If the Agency does not agree with the modifications, the Agency must terminate this Agreement before the effective date of the changes by providing notice in accordance with Section 15.1.

16.3 Material changes to this Agreement will be clearly highlighted in the notification provided to the Agency. Yume will update the "Last Updated" date at the top of this Agreement to reflect the date of the most recent revision.

17.1 This Agreement is governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles.

17.2 In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Agency's use of the Platform, the parties agree to first attempt to resolve the dispute informally for a period of thirty (30) days following written notice of the dispute from one party to the other.

17.3 If the dispute is not resolved through informal resolution, the parties agree that the dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in San Francisco, California, United States, unless the parties mutually agree to another location or to virtual proceedings.

17.4 Class Action Waiver. To the fullest extent permitted by applicable law, the Agency agrees that any arbitration or legal proceedings shall be conducted only on an individual basis and not as a class action, collective action, or representative proceeding. The Agency waives any right to participate in or bring claims as a member of any class or in any consolidated or representative proceeding.

If you have questions, concerns, or feedback about this Agency Agreement, please contact us:

• Email: admin@getyume.com
• Website: getyume.com

For legal inquiries or to serve legal process, please send correspondence to the email address above with the subject line "Legal Notice."