Terms and Conditions of Use
Version 1.1 · Effective 2026-08-15 · Operator Cockpit, a product of SKIPPER CRO LLC (Delaware, USA)
TERMS AND CONDITIONS OF USE
Operator Cockpit
Last updated: August 15, 2026
Version: 1.1
PLEASE READ THESE TERMS CAREFULLY. THEY GOVERN YOUR ACCESS TO AND USE OF THE OPERATOR COCKPIT PLATFORM AND CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING BINDING PROVISIONS ON SUBSCRIPTION BILLING, USAGE-BASED FEES, CANCELLATION, REFUNDS, LIMITATION OF LIABILITY, AND THE RELATIONSHIP BETWEEN YOU, YOUR OWN CLIENTS, AND ANY PAYMENT PROCESSING YOU CONDUCT THROUGH THE PLATFORM.
IF YOU SUBSCRIBED THROUGH THE GOOGLE PLAY STORE OR ANOTHER APP STORE RATHER THAN ON THE WEB, SECTION 7A APPLIES TO YOU AND CHANGES WHO CHARGES YOU, WHERE YOU CANCEL, AND WHO ISSUES REFUNDS. READ SECTION 7A BEFORE RELYING ON SECTIONS 7.3, 12.1, OR 13.6.
SUMMARY OF CHANGES IN VERSION 1.1 (August 15, 2026): added Section 7A governing subscriptions purchased through an app store; amended Sections 2 (definitions), 7.3 (payment processor), 7.7 (plan changes), 8.6 (Usage Credits), 12.1 (cancellation), and 13.6 (how refunds are paid) so that each defers to Section 7A for App Store Purchases; added a privacy contact address to Section 21. No change was made to Plan Fees, Allowances, Overage Fee rates, or to the metering rules in Section 8.
1. WHO WE ARE AND WHAT THESE TERMS COVER
1.1 Contracting party. Operator Cockpit is operated by SKIPPER CRO LLC, a limited liability company organized under the laws of the State of Delaware, United States of America, Employer Identification Number (EIN) 98-1861436, with its registered address at 8 The Green, Ste B, Dover, DE 19901, United States ("the Company", "we", "us", "our"). Operator Cockpit is a trading name and product name of the Company and is used throughout these Terms to refer to the platform, software, and services described below. These Terms do not identify, and are not required to identify, any individual director, officer, founder, employee, or beneficial owner of the Company by name, and no such individual is a party to the agreement formed by these Terms. Your contract is with the Company as a corporate entity, not with any natural person.
1.2 What Operator Cockpit is. Operator Cockpit is a business-to-business software-as-a-service platform built for tour operators, charter companies, activity providers, and similar travel and leisure supply businesses ("Operators", "Suppliers", "you", "your"). The platform provides tools that help you run your own bookable inventory, calendar and availability, guest communications, staff and crew coordination, invoicing, and distribution of your own products to sales channels and marketplaces you choose to connect. Operator Cockpit is a technology and communications provider to businesses. It is not a travel agency, not a tour operator, not an online travel agency, not an event organizer, and not a party to any booking, tour, charter, activity, or service that you sell or deliver to your own clients. Where these Terms describe optional payment facilitation features (Section 9), Operator Cockpit is also not a payment processor, not a bank, not an escrow agent, and not a merchant of record for the transactions between you and your own clients, for the reasons set out in Section 9.
1.3 Acceptance. By creating an account, clicking to accept, or by accessing or using the Services in any way, you confirm that you have read, understood, and agree to be bound by these Terms, and by any policy referenced in or linked from these Terms, including our Privacy Policy and our Cookie Policy. If you are entering into these Terms on behalf of a company, partnership, sole proprietorship, or other organization, you represent that you have authority to bind that organization, and "you" in these Terms refers to that organization. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.
1.4 Business customers only. The Services are designed and offered for use by businesses and business owners acting in a professional or trade capacity, not by consumers acting for personal, family, or household purposes. By accepting these Terms you represent that you are entering into them as a business, in the course of your trade, business, craft, or profession. Provisions of consumer-protection law that apply only to consumer contracts, including statutory withdrawal or cooling-off rights that apply to consumer distance contracts, do not apply to your subscription to the Services on this basis, without prejudice to any mandatory law that cannot be excluded regardless of your status.
1.5 Changes to these Terms. We may update or amend these Terms from time to time, including to reflect changes in the Services, changes in law, or changes in how we bill for the Services. Where a change is material, we will provide notice by posting the updated Terms on the platform with a new "Last updated" date, and, where reasonably practicable, by an in-app notice or an email to the address on your account. Unless a longer period is stated in the notice, a material change to fees, usage metrics, or cancellation terms takes effect no earlier than thirty (30) days after notice is given. Your continued access to or use of the Services after the effective date of an updated version of these Terms constitutes your acceptance of the update. If you do not agree to an update, your remedy is to cancel your subscription in accordance with Section 12 before the update takes effect; cancellation does not entitle you to a refund of fees already earned under Section 13.
2. DEFINITIONS
"Account" means the account you register to access the Services, including any sub-user or staff accounts created under it.
"Allowance" means the quantity of a Metered Usage Type included in your Subscription Plan for a given Billing Period before Overage Fees apply, as published on the plans and pricing pages of the Services from time to time.
"App Store" means a third-party application distribution platform through which the mobile application forming part of the Services is made available to you, including the Google Play Store operated by Google LLC and, where applicable, the Apple App Store operated by Apple Inc.
"App Store Purchase" means a Subscription Plan you purchase using the in-app purchase and billing system of an App Store, rather than through the web billing area of the Services. A Subscription Plan purchased on the web is not an App Store Purchase, even if you afterwards use the mobile application to access it.
"Store Rules" means the developer programme policies, user terms, and billing rules of the relevant App Store, as they apply to an App Store Purchase from time to time.
"Billing Period" means the recurring monthly or, where you have selected an annual plan, annual period for which Plan Fees and Usage Fees are calculated and billed.
"Booking" means a reservation, sale, or confirmed engagement between you and one of your own Guests for a tour, charter, activity, rental, or other service that you offer, regardless of the sales channel through which it originated.
"Company", "we", "us", "our" has the meaning given in Section 1.1.
"Connected Payment Account" means a Stripe Express connected account, or equivalent third-party payment account, that you create and control in order to accept payments from your Guests through features described in Section 9.
"Content" means any data, text, images, documents, availability schedules, pricing, guest information, messages, or other material that you or your staff submit to, or generate using, the Services.
"Guest" means a traveler, customer, or client of yours who books, purchases, or receives a tour, charter, activity, or related service from you, whether or not that Guest interacts with any part of the Services (for example, by receiving a booking confirmation email, a payment link, or a Checkout page generated through the Services).
"Metered Usage Type" means a specific category of usage that is counted and billed under Section 8, currently comprising external booking synchronization events, availability synchronization events, and message exchange events, as more fully described in Section 8.2, and as may be updated from time to time in accordance with Section 1.5.
"Overage Fee" means the fee charged for usage of a Metered Usage Type in a Billing Period in excess of your Allowance, calculated at the published overage rate for that Metered Usage Type.
"Plan Fee" means the recurring subscription fee for your selected Subscription Plan.
"Services" means the Operator Cockpit web application, mobile application, application programming interfaces, and all related software, features, and functionality made available to you under these Terms, together with any support, updates, or new features we make generally available to Subscription Plan holders.
"Subscription Plan" or "Plan" means the tier of the Services you have selected, including the free plan referred to in Section 7.5, each of which carries its own Plan Fee, if any, and its own Allowances.
"Usage Credit" means a prepaid, non-interest-bearing balance of usage capacity that you may purchase in advance under Section 8.6 to cover future Overage Fees.
"Usage Fee" means, collectively, Overage Fees and any amount drawn from Usage Credits.
3. ELIGIBILITY AND ACCOUNT REGISTRATION
3.1 Eligibility. To register for an Account you must be at least eighteen (18) years old, have the legal capacity to enter into a binding contract, and be acting on behalf of a legitimate business engaged in the sale of tours, charters, activities, rentals, or comparable travel or leisure services.
3.2 Accuracy of information. You must provide accurate, current, and complete information when you register, including your legal business name, business address, tax identification or VAT number where applicable, and a valid billing contact. You must keep this information up to date throughout the life of your Account. Inaccurate billing information may delay or prevent invoicing, does not excuse you from Plan Fees or Usage Fees that accrue, and may result in suspension under Section 12.4.
3.3 Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, including activity by staff members you invite. You must notify us promptly of any unauthorized access to or use of your Account. We are not liable for any loss or damage arising from your failure to safeguard your credentials, except to the extent that loss or damage is caused by our own breach of these Terms or by our negligence.
3.4 Staff and sub-users. You may invite employees, contractors, or agents to access the Services under your Account with permissions you configure. You are responsible for the acts and omissions of every person who accesses the Services under your Account, and for ensuring that each such person is bound by confidentiality and acceptable-use obligations at least as protective of us as those in these Terms.
3.5 One business, one account. Accounts are issued per business entity. You may not share your Account, or the underlying login credentials for it, with another legal entity, or use your Account to provide the substance of the Services to a third party as if it were your own product, without our prior written consent.
4. THE SERVICES
4.1 Scope. The Services include, depending on your Subscription Plan, tools for: managing your bookable inventory and its availability; accepting and managing Bookings made directly with you or synchronized from connected sales channels; communicating with Guests and staff; generating invoices, manifests, and operational documents; distributing your inventory to third-party marketplaces or online travel agencies that you separately choose to connect (each governed by its own distribution terms, as described in Section 11); and, where enabled, facilitating payment collection from your Guests through the Connected Payment Account features described in Section 9.
4.2 No guarantee of sales or bookings. The Services are operational and distribution tooling. We do not guarantee any minimum number of Bookings, any level of visibility on any connected marketplace, any particular occupancy or revenue outcome, or that any given feature will remain available indefinitely. Marketplaces and channels you connect to through the Services operate under their own terms and their own commercial decisions about what to display and to whom, which are outside our control.
4.3 Changes to the Services. We continuously develop the Services and may add, modify, or discontinue individual features, provided that we will not materially reduce the core functionality of your Subscription Plan without either providing a reasonably comparable replacement or complying with the notice and fee-change provisions of Section 1.5 and Section 7.6, as applicable.
4.4 Availability and maintenance. We aim for the Services to be available on a continuous basis but do not guarantee uninterrupted or error-free operation. We may suspend access for scheduled maintenance, emergency maintenance, or reasons of security, and will use reasonable efforts to give advance notice of scheduled maintenance where practicable. Section 16 (Warranties and Disclaimers) and Section 17 (Limitation of Liability) govern the legal consequences of any unavailability.
4.5 Beta and early-access features. We may label certain features as beta, preview, early access, or similar. Such features are provided for evaluation purposes, may be changed or withdrawn at any time without the notice periods otherwise applicable under these Terms, and are provided without any warranty beyond what is required by mandatory law, even where the rest of the Services carry a warranty under these Terms.
5. YOUR CONTENT
5.1 Ownership. As between you and us, you retain all right, title, and interest in and to your Content, including your inventory data, pricing, guest lists, and communications. These Terms do not transfer any ownership of your Content to us.
5.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process your Content solely as necessary to provide, maintain, secure, and improve the Services, to comply with law, and to produce aggregated or de-identified analytics that do not identify you or any Guest. This license ends when the corresponding Content is deleted from the Services, subject to Section 14.4 (retention after termination) and our standard backup cycles.
5.3 Guest and personal data. Where your Content includes personal data about your Guests or staff, you are responsible, as between you and us, for having a lawful basis to collect that data and to have it processed through the Services, and for providing any notices to those individuals that applicable data protection law requires of you as the party collecting the data. We process such personal data as your processor or service provider under applicable data protection law, on the terms set out in our Privacy Policy and, where required, a separate data processing agreement available on request.
5.4 Your responsibility for Content accuracy. You are solely responsible for the accuracy, legality, and completeness of the Content you submit, including pricing, availability, safety and eligibility information, and any representations made to Guests. We are not obligated to review Content before it is used or displayed, and any review we do perform does not make us responsible for its accuracy.
5.5 Prohibited Content. You must not submit Content that: infringes a third party's intellectual property or other rights; is unlawful, fraudulent, or misleading; contains malicious code; or violates the acceptable use provisions of Section 6. We may remove or disable access to Content that we reasonably believe violates this Section, and may suspend your Account under Section 12.4 for repeated or serious violations.
6. ACCEPTABLE USE
6.1 You must not, and must not permit any person to, in connection with the Services: (a) reverse engineer, decompile, or attempt to extract the source code of the Services except to the extent this restriction is prohibited by mandatory law; (b) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure; (c) use the Services to send unsolicited bulk communications in violation of applicable anti-spam law; (d) use the Services to process transactions for goods or services that are illegal in the jurisdiction where you or your Guest are located; (e) misrepresent your identity or your affiliation with any person or entity; (f) use automated means to access the Services other than through documented application programming interfaces and in accordance with any published rate limits; (g) resell, sublicense, or white-label the Services to a third party as your own product without our prior written consent; or (h) use the Services in a manner that imposes an unreasonable or disproportionately large load on our infrastructure.
6.2 Consequences of violation. A violation of this Section is a material breach and may result in suspension or termination of your Account under Section 12, in addition to any other remedy available to us at law.
7. SUBSCRIPTION PLANS AND PLAN FEES
7.1 Selecting a Plan. You choose a Subscription Plan when you register, and may change it at any time through the billing area of the Services, subject to Section 7.7 (plan changes). The Allowances, features, and Plan Fee for each Subscription Plan are published on our pricing and plans-transparency pages, which are incorporated into these Terms by reference and updated from time to time in accordance with Section 1.5.
7.2 Billing cycle. Plan Fees are billed in advance, either monthly or annually depending on the Subscription Plan you select, on the renewal date associated with your Account. Where you select an annual Subscription Plan, the full annual Plan Fee is billed at the start of that annual period, and your Metered Usage Allowance for that Plan may be pooled across the full annual period rather than reset monthly, as indicated on the plan description you select at checkout.
7.3 Payment processor. Except in the case of an App Store Purchase, to which Section 7A applies instead, all Plan Fees and Usage Fees are billed and collected through our third-party payment processor, currently Stripe, Inc. and its affiliates ("Stripe"). By subscribing, you also agree to Stripe's own terms of service applicable to cardholders and to Stripe's processing of your payment details, which we do not store ourselves. We are not responsible for outages, errors, or delays caused by Stripe's systems, though we will use reasonable efforts to assist you in resolving billing issues that arise from such an event.
7.4 Currency and taxes. Plan Fees, Usage Fees, and Overage Fees are stated exclusive of value added tax, goods and services tax, sales tax, or any equivalent tax unless expressly stated otherwise. The Company is established in the United States and is not registered for value added tax in the European Union. Accordingly, we do not charge or collect European Union VAT on Plan Fees or Usage Fees. If you are a business established in the European Union, you may be required under the law of your own jurisdiction to self-account for VAT on these Fees under the reverse charge mechanism applicable to services received from a supplier established outside the European Union; this is your own compliance obligation as the recipient, and is separate from, and not dependent on, any VAT registration or VAT charge on our part. Where United States state sales tax, use tax, or an equivalent tax applies to your purchase based on your billing address, we will calculate and add that tax to your invoice at checkout or at renewal, as required by the law of the applicable state. Outside of these categories, you are solely responsible for any tax obligations arising from your own sale of tours, charters, activities, or other services to your Guests, including any tourist tax, occupancy tax, value added tax on your own services, or income tax, none of which we calculate, collect, or remit on your behalf.
7.5 Free plan. We may offer a free Subscription Plan with reduced Allowances and features. A free Subscription Plan is not a trial with a fixed expiry; it remains available to you for as long as we continue to offer it, subject to our right to modify or discontinue it under Section 1.5 and Section 4.3. Where these Terms state that cancellation of a paid Subscription Plan results in your Account moving to the free Subscription Plan, this means continued, uninterrupted access to the Services at the free plan's Allowances and features, not suspension of your Account, unless your Account is separately suspended or terminated under Section 12.
7.6 Fee changes. We may change the Plan Fee, Allowances, or Overage Fee rate for a Subscription Plan on a going-forward basis, effective no earlier than the start of your next Billing Period following at least thirty (30) days' notice given in accordance with Section 1.5. A fee change never applies retroactively to a Billing Period that has already started. If you do not accept a fee increase, you may cancel your Subscription Plan before it takes effect in accordance with Section 12.1, and the increase will not apply to you; your Account will move to the free Subscription Plan described in Section 7.5, or to a lower-cost Subscription Plan you separately select, on the same basis as any other cancellation.
7.7 Changing your Subscription Plan. You may upgrade or downgrade your Subscription Plan at any time from the billing area of the Services. An upgrade takes effect immediately and is billed on a prorated basis for the remainder of the current Billing Period, in addition to your existing Plan Fee for that period. A downgrade takes effect at the start of your next Billing Period, so that you retain the Allowances and features of your current Subscription Plan for the remainder of the period you have already paid for. Where your Subscription Plan is an App Store Purchase, a plan change is made through the App Store instead, and the proration and effective-date rules of the App Store apply in place of this Section 7.7, as described in Section 7A.5.
7A. SUBSCRIPTIONS PURCHASED THROUGH AN APP STORE
THIS SECTION APPLIES ONLY IF YOU PURCHASED YOUR SUBSCRIPTION PLAN THROUGH AN APP STORE. WHERE IT APPLIES, IT PREVAILS OVER SECTIONS 7.3, 7.7, 8.6, 10, 12.1, AND 13.6 TO THE EXTENT OF ANY INCONSISTENCY. IF YOU SUBSCRIBED ON THE WEB, THIS SECTION DOES NOT APPLY TO YOU AND THOSE SECTIONS APPLY UNCHANGED.
7A.1 One subscription per Account, one payment channel. Your Account carries at most one Subscription Plan at a time, and that Subscription Plan is billed through exactly one channel: either the web channel described in Section 7.3, or an App Store. The Services enforce this. If your Account already has an active Subscription Plan billed through one channel, an attempt to start a second Subscription Plan through the other channel is refused before any charge is created, and you are told where your existing Subscription Plan is managed. You will not be charged twice for the same period as a result of using both the web application and the mobile application, and you are not required to hold a separate subscription for each.
7A.2 If a duplicate charge is nevertheless created. An App Store completes and charges a purchase before it notifies us of it, so in rare circumstances — for example if you begin a purchase in the mobile application while a web subscription is being created on another device — a second charge may be created before the check in Section 7A.1 can run. Where that happens, we will act to leave you paying for one Subscription Plan and not two. Our normal course is to reverse the App Store Purchase, because it is the newer of the two and is the one still inside the App Store's own reversal window, while the web Billing Period has already been earned. Reversal of an App Store Purchase is performed through the App Store and results in the App Store refunding it to your original payment method on the App Store's timetable, which we do not control. Your Subscription Plan, Allowances, and access to the Services are not interrupted while this is resolved, and your entitlement remains that of the Subscription Plan you retain.
7A.3 Who charges you, and who you are contracting with for payment. For an App Store Purchase, the App Store operator is the seller of record for the transaction and takes the payment. We do not receive, see, or store your payment card details for an App Store Purchase; we are told by the App Store only that a purchase exists, which Subscription Plan it corresponds to, whether it is currently in good standing, and when the current period ends. The price you pay, the currency, any tax shown, and any App Store fee are set and displayed by the App Store at the point of purchase, and that displayed price governs, not any price shown elsewhere in the Services. Your agreement with the App Store operator regarding the payment itself, and the Store Rules, apply in addition to these Terms. Nothing in this Section makes the App Store operator a party to these Terms or to your relationship with your own Guests, and nothing in it changes our own obligations to you under the remainder of these Terms.
7A.4 When your entitlement starts and ends. Your Subscription Plan is activated on your Account when the App Store confirms to us, on a verification we perform directly against the App Store's own servers rather than on any statement made by the mobile application, that a valid purchase exists and identifies your Account. It remains active for as long as the App Store reports it as in good standing, including where you have switched off auto-renewal but the period you paid for has not yet ended. Where the App Store reports the purchase as in a grace period or on billing hold — typically because a renewal payment failed — your Account is treated in the same way as a web subscription in the retry process described in Section 10.3, and your access is not withdrawn during that window. When the App Store reports the purchase as expired, revoked, refunded, or otherwise no longer valid, your Subscription Plan ends and your Account moves to the free Subscription Plan described in Section 7.5 on the same basis as any other cancellation. We re-check the status of an App Store Purchase directly with the App Store on a recurring basis, so a change made in the App Store takes effect on your Account whether or not the mobile application is open.
7A.5 Changing your plan. Where your Subscription Plan is an App Store Purchase, you change it through the App Store's own subscription management screen, not in the billing area of the Services. The App Store determines when the change takes effect and whether any proration or credit is applied to your existing period, in accordance with the Store Rules; those rules apply instead of the proration rules in Section 7.7. Your new Subscription Plan is applied to your Account when the App Store confirms the change to us, on the same verification described in Section 7A.4.
7A.6 Cancellation. Where your Subscription Plan is an App Store Purchase, you cancel it in the App Store — for the Google Play Store, under "Payments & subscriptions" then "Subscriptions" — and not in the billing area of the Services. The Services will tell you this rather than appear to cancel for you, because a cancellation recorded only on our side would leave the App Store continuing to charge you while showing you that you had cancelled. Cancellation takes effect at the end of the period you have already paid for, as described in Section 12.1, and your Account then moves to the free Subscription Plan described in Section 7.5. Cancelling in the App Store does not delete your Account or your Content; Section 12.3 governs deletion, which remains available to you in the Services and on the web irrespective of how you subscribed.
7A.7 Refunds. Because the App Store operator takes the payment for an App Store Purchase, refunds of that payment are requested from, decided by, and issued by the App Store operator under the Store Rules, and not by us; Section 13.6 does not apply to an App Store Purchase. Where we are able to assist by confirming facts about your Account to the App Store operator, we will do so on request. Where the App Store operator informs us that an App Store Purchase has been refunded or revoked, we withdraw the corresponding Subscription Plan entitlement from your Account, as Section 7A.4 describes and Section 13.1 anticipates. Nothing in this Section limits any refund right you have under mandatory law, as Section 13.7 provides.
7A.8 Usage Fees and Usage Credits are not sold through an App Store. Overage Fees under Section 8, and Usage Credits under Section 8.6, are not App Store Purchases. They are not offered for sale within the mobile application on an App Store where the Store Rules do not permit it, and where they are not offered there, you will not see them in the mobile application at all. Where you hold a Subscription Plan as an App Store Purchase and also incur Overage Fees, those Overage Fees are invoiced and collected on the web channel under Sections 8 and 10, using a payment method you provide there, and the advance notice in Section 8.5 and the spend caps in Section 8.7 apply to them in the ordinary way. Usage Credits you purchased on the web before or after an App Store Purchase remain valid on your Account and are drawn down under Section 8.6 regardless of how your Subscription Plan is billed.
7A.9 Store availability. An App Store Purchase depends on the App Store being available to you and on the mobile application remaining distributed there, neither of which is within our control. If an App Store ceases to make the mobile application or its in-app purchases available to you, we will make the corresponding Subscription Plan available to you on the web channel under Section 7.3, and the Subscription Plan you already paid for through the App Store continues on your Account until the period you paid for ends.
8. USAGE-BASED FEES AND METERED BILLING
8.1 Why usage is metered. In addition to the Plan Fee, certain features of the Services consume shared infrastructure in a way that scales with your business activity rather than with a flat fee. We meter and, where applicable, separately charge for usage of those features as described in this Section, in place of charging a commission on your Bookings. We do not take a percentage of your Bookings, your revenue, or the payments you collect from Guests as a condition of using the Services, whether or not you use the Connected Payment Account features described in Section 9.
8.2 What is metered. As of the date of these Terms, exactly three categories of activity are metered for billing purposes: (a) synchronization of externally-sourced Bookings into the Services; (b) synchronization of availability data to connected sales channels; and (c) message exchange events sent through the Services' guest or partner messaging tools. The precise technical definition of each Metered Usage Type, and the then-current Allowance and Overage Fee rate for each Subscription Plan, are published and kept current on our plans-transparency page, which forms part of these Terms by reference. We will not begin metering, or charging for, a category of activity that is not disclosed on that page without providing the notice required by Section 1.5.
8.3 What is never metered. We do not meter or charge Usage Fees for: Bookings you enter directly or manually into the Services yourself; general use of the Services' interface, including viewing, editing, or exporting data; duplicate synchronization attempts caused by a connected marketplace's own retry behavior; failures or retries caused by an error on our side; synchronization events generated because we have paused your selling activity under Section 8.5 or Section 12.4; or activity on a sandbox, demo, or test Account.
8.4 Allowance, reset, and calculation. Each Subscription Plan includes a published Allowance of each Metered Usage Type per Billing Period. For monthly Subscription Plans, your Allowance resets on the first day of each calendar month; usage already recorded in a prior Billing Period is never retroactively recalculated because of a later change to these Terms or to the published rates. For annual Subscription Plans using a pooled annual Allowance, your Allowance is available across the full annual Billing Period rather than resetting monthly. Usage in excess of your Allowance in a Billing Period is charged as an Overage Fee at the rate published for that Metered Usage Type and Subscription Plan at the time the usage occurred.
8.5 Advance notice of overage. We will send you an account notice, by email and within the Services, when your usage of a Metered Usage Type reaches approximately eighty percent (80%) of your Allowance for the current Billing Period, before any Overage Fee is charged, and again for approximately every twenty-five euros (EUR 25) of accrued Overage Fees thereafter. These notices are account and billing notices, not marketing communications, and cannot be disabled through marketing-preference settings; they can lag the moment your usage actually crosses a threshold by up to approximately one hour because they are generated on a periodic check rather than instantaneously, which you accept as an inherent characteristic of the notice mechanism.
8.6 Usage Credits. Usage Credits are sold on the web channel only, as Section 7A.8 explains. You may purchase Usage Credits in advance, denominated in the same units and at the same published rate as Overage Fees for the relevant Metered Usage Type. Overage Fees are drawn first from any available Usage Credit, oldest credit first, before any amount is invoiced directly. Usage Credits are valid for twelve (12) months from the date of purchase, after which any unused balance expires without a refund, except as required by mandatory law. If a Usage Credit purchase is refunded for any reason, including a chargeback, only the portion of that specific credit purchase that has not yet been drawn down is deducted from your available balance; credit you have already consumed at the time of the refund is not clawed back or invoiced separately as a result of the refund.
8.7 Spend caps. You may, at your own option, configure a spend cap on Overage Fees for a Billing Period, with a minimum cap of five euros (EUR 5). A spend cap applies only to Overage Fees; it can never reduce or eliminate your Plan Fee. You may choose between a cap that only triggers a notification when reached ("notify only", the default once a cap is configured) and a cap that also pauses your channel synchronization once reached ("also pause channel syncs"), which is available only if you affirmatively opt into it; the platform never enables the pause-on-cap behavior for you automatically. A spend cap resets at the start of each new Billing Period and can be raised, lowered, or removed by you at any time. A spend cap, including one configured to pause channel syncs, can never cancel, refuse, reverse, or claw back a Booking or a Guest payment that has already been completed before the cap was reached; it only affects future metered activity.
8.8 Block policy for unpaid overage. If your accrued, unpaid Overage Fees exceed your available Usage Credit and any spend cap you have configured, we reserve the right, but are not obligated, to pause the synchronization of your availability to connected sales channels until the outstanding amount is paid or a spend cap is configured, in order to prevent further Overage Fees from accruing on an account that is not paying for them. As of the date of these Terms, this automatic pausing capability is not enabled platform-wide, meaning that, absent a spend cap you have configured yourself under Section 8.7, exceeding your Allowance and Usage Credit does not automatically stop your ability to sell through connected channels; it simply continues to accrue Overage Fees to be invoiced at the close of the Billing Period under Section 10. We may enable this capability platform-wide in the future upon the notice required by Section 1.5. In no circumstance, whether or not this capability is enabled, will we cancel, refuse, or interfere with a Booking or Guest payment that has already been completed.
8.9 Things we do not do with Usage Fees. We will not charge you a Usage Fee for activity that did not occur, double-count a single event across two Metered Usage Types, retroactively reprice usage that has already been billed except to correct a demonstrable error, or remove or lower a spend cap you have configured without your request. If we discover a billing error that overcharged you, we will correct it and apply the difference as described in Section 13.4.
9. PAYMENT FACILITATION, YOUR CONNECTED PAYMENT ACCOUNT, AND YOUR RELATIONSHIP WITH YOUR GUESTS
THIS SECTION IS ESPECIALLY IMPORTANT. IT DESCRIBES THE LIMITS OF OUR ROLE, AND YOUR RESPONSIBILITY, WHENEVER YOU USE THE SERVICES TO COLLECT PAYMENT FROM YOUR OWN GUESTS, INCLUDING THROUGH PAYMENT LINKS AND HOSTED CHECKOUT PAGES.
9.1 We are a technology enabler, not a party to your sales. Where your Subscription Plan includes payment-link or hosted checkout features, the Services allow you to connect your own Stripe Express account (your Connected Payment Account) and to generate payment links, hosted Checkout sessions, and payment intents that you send to, or make available to, your own Guests so that they can pay you directly. When you use these features, the underlying payment is a direct charge processed on your own Connected Payment Account, not on any account we control. As between you, your Guest, and us: you are the seller, service provider, and merchant of record for that transaction; your Guest's payment obligation runs to you, not to us; and we are not a party to, do not guarantee, do not underwrite, and accept no liability in connection with, the underlying tour, charter, activity, rental, or other service that the payment relates to, or any dispute concerning it.
9.2 We never take a cut and never hold your money. Payments made through your Connected Payment Account are configured, by default and by design, to settle directly to your own Stripe balance, not to any account of ours. Where a platform fee configuration exists in our payment tooling, our standard configuration applies a zero percent application fee on Bookings; we do not take a commission or transaction fee out of the payments your Guests make to you through these features. We monetize the Services through the Plan Fees and Usage Fees described in Sections 7 and 8, not by intermediating your payment flow. At no point in this arrangement do we take custody, control, or possession of funds paid by your Guest to you; we do not act as your payment processor, your acquiring bank, your payment facilitator, or an escrow agent, and nothing in these Terms or in the Services should be understood to create such a role. Stripe, and not us, is the regulated payment institution providing the underlying processing infrastructure, under its own agreements with you.
9.3 Your own agreement with Stripe. To use the Connected Payment Account features, you must independently create a Stripe Express account and agree to Stripe's own Connected Account Agreement and Stripe Services Agreement, which are agreements between you and Stripe, not between you and us. You are responsible for completing Stripe's identity verification and underwriting requirements, for the accuracy of the business information you provide to Stripe, and for complying with Stripe's own acceptable use policies. We are not responsible for Stripe's decisions to approve, restrict, hold, or terminate your Connected Payment Account, for delays in Stripe's verification process, for Stripe's own fees (which are charged to you directly and are not marked up or rebated by us), or for any act, omission, error, security incident, or service interruption on Stripe's part. If Stripe restricts or closes your Connected Payment Account, your ability to use the payment-link and Checkout features of the Services may be interrupted through no act of ours; this does not entitle you to a refund of Plan Fees or Usage Fees, and you remain responsible for making alternative arrangements to collect payment from your Guests during any such interruption.
9.4 Stripe fees are yours. Stripe's own processing fees on charges made through your Connected Payment Account are deducted from your own settlement, in accordance with your agreement with Stripe. We do not pay, subsidize, or reimburse Stripe's fees on your behalf, and we do not add our own markup on top of Stripe's fees.
9.5 You control your own refunds and cancellations to Guests. Because payments to your Guests are direct charges on your own Connected Payment Account, any refund you issue to a Guest, whether through the Services or directly in your Stripe Express dashboard, is funded from your own Connected Payment Account balance, not from any account of ours. We are not a party to, and have no obligation to fund, mediate, or guarantee, any refund, partial refund, price adjustment, or compensation you owe to a Guest. It is your sole responsibility to establish, publish, and honor your own cancellation and refund policy toward your Guests, in a form and location of your choosing, and to comply with any consumer protection law that applies to your sale to that Guest in their jurisdiction, including any statutory withdrawal rights that may apply where your Guest is a consumer. We provide tooling that lets you configure hold periods, deposit rules, and full-versus-partial payment options for your own payment links; configuring these settings is your decision and your responsibility, and does not constitute legal advice from us on what your policy toward your Guests should be.
9.6 Disputes and chargebacks are between you and your Guest, mediated by Stripe. If a Guest disputes a charge or initiates a chargeback on a payment made through your Connected Payment Account, that dispute is handled between you and Stripe under Stripe's own dispute process, and the disputed funds are debited from your own Connected Payment Account balance, not from any account of ours. We are not a party to that dispute, do not adjudicate it, and bear no financial responsibility for its outcome. We may, at our discretion, provide you with records generated by the Services, such as a booking confirmation, message history, or manifest entry, to help you respond to a dispute, but we make no representation that any such record will be sufficient to prevail in a given dispute.
9.7 Platform-key fallback, where offered. In limited circumstances, and only where we make this configuration available to you, a Checkout session may be created on our own platform Stripe account rather than on your Connected Payment Account, for example before your Connected Payment Account has finished onboarding. Where this configuration applies to a specific transaction, we will disclose it to you in the relevant part of the Services, and the allocation of responsibility described in this Section may differ for that specific transaction; in the absence of such a disclosure for a given transaction, you should assume the direct-charge, non-custodial arrangement described in Sections 9.1 through 9.6 applies.
9.8 Distribution channels and third-party marketplaces. Where you choose to distribute your inventory to a third-party marketplace or online travel agency through the Services, and a Guest books or pays through that third party's own platform rather than through your Connected Payment Account, the payment, refund, and dispute relationship for that Booking is governed by your own separate agreement with that third party, not by these Terms, and is entirely outside our involvement. Section 11 describes our role in that distribution relationship in more detail.
9.9 Tax reporting on payment data. Applicable law in some jurisdictions requires certain platforms and payment intermediaries to collect and report data about payments processed for sellers, including under reporting regimes commonly known by names such as DAC7 in the European Union. Where such an obligation applies to activity conducted through the Services, you are responsible for providing accurate tax identification and reporting information when requested, and for the accuracy of that information; we are responsible only for reporting the data you provide as required by applicable law, and are not responsible for the accuracy of underlying figures you supply or for your own compliance with your tax obligations.
9.10 Indemnity for your own transactions. You agree to indemnify, defend, and hold harmless the Company from and against any claim, liability, loss, damage, cost, or expense, including reasonable legal fees, arising out of or relating to: (a) a Booking, tour, charter, activity, or service you provided or failed to provide to a Guest; (b) a payment, refund, chargeback, or dispute between you and a Guest; (c) your own compliance or non-compliance with tax, consumer protection, or safety law applicable to your business; or (d) your use of the Connected Payment Account features in violation of Stripe's terms or these Terms. This indemnity is in addition to, and does not limit, the general indemnity in Section 18.
10. INVOICING AND PAYMENT OF FEES
10.1 What appears on your invoice. Plan Fees are charged automatically to your payment method on file on each renewal date. Usage Fees are calculated at the close of each Billing Period based on Metered Usage Type activity recorded during that period, net of any Usage Credit applied under Section 8.6, and are invoiced and charged shortly after the Billing Period closes. Your invoices are generated through Stripe and reflect the billing entity information associated with the Company's own Stripe account, together with your own business name and billing details as recorded on your Account; consistent with Section 1.1, no individual owner's personal name appears on your invoice as the selling party.
10.2 Payment method and authorization. You authorize us, through Stripe, to charge your payment method on file for all Plan Fees and Usage Fees as they become due, without further authorization from you for each individual charge, for as long as your Subscription Plan remains active. You must keep a valid payment method on file at all times.
10.3 Failed payments. If a charge to your payment method fails, we, through Stripe, will make reasonable further attempts to charge it over a retry period. A failed charge that is later resolved through a successful retry does not interrupt your access to the Services and does not itself constitute a cancellation of your Subscription Plan. If payment cannot be collected after reasonable retry attempts, we may suspend your Subscription Plan's paid features and move your Account to the free Subscription Plan described in Section 7.5, or, for a serious or prolonged payment failure, suspend your Account entirely under Section 12.4, in either case after providing notice to the billing contact on your Account.
10.4 Disputing a charge. If you believe a charge is incorrect, you must notify us within thirty (30) days of the charge, describing the basis for the dispute. We will investigate in good faith and, where we agree an error occurred, correct it under Section 13.4. Raising a good-faith billing dispute with us in accordance with this Section 10.4 does not, by itself, constitute a breach of these Terms, but does not suspend your obligation to pay amounts that are not genuinely in dispute.
11. DISTRIBUTION TO THIRD-PARTY MARKETPLACES
11.1 Optional and separately governed. Certain Subscription Plans allow you to connect your inventory to third-party marketplaces, online travel agencies, or partner platforms so that your availability and pricing can be offered for sale through those channels. Connecting to such a channel is optional, requires your affirmative action, and, where the channel requires a distribution or supply agreement, that agreement is between you and the operator of that channel, not between you and us, even though we provide the technical connection.
11.2 Our role. Our role in a distribution relationship is limited to providing the technical means by which your data is synchronized to, and Bookings are received from, a channel you have chosen to connect. We do not select your prices for a connected channel, do not decide which of your listings a channel displays, do not guarantee the volume, quality, or existence of Bookings from a connected channel, and are not a party to the commercial or contractual relationship, including any commission arrangement, between you and that channel's operator.
11.3 No liability for third-party channel conduct. We are not responsible for a connected channel's own acts or omissions, including its own payment handling, its own cancellation or refund decisions toward Guests who booked through it, its own display of your listings, or its own compliance with law. Where a connected channel is itself a party we have separately contracted with to operate the technical integration, our responsibility to you is limited to the technical accuracy of data we synchronize, subject to Section 17.
12. TERM, CANCELLATION, AND TERMINATION
12.1 Cancellation by you. You may cancel your paid Subscription Plan at any time, without giving a reason, directly from the billing area of the Services, without needing to contact support or any representative of ours. Where your Subscription Plan is an App Store Purchase, you cancel it in the App Store instead, as Section 7A.6 describes; it remains a self-serve cancellation requiring no contact with us, and the rest of this Section 12.1 — including the end-of-period effective date and the move to the free Subscription Plan — applies to it unchanged. Unless you request immediate cancellation, cancellation takes effect at the end of your current Billing Period, meaning you retain your current Subscription Plan's Allowances and features through the date you have already paid for. At the end of that Billing Period, your Account moves to the free Subscription Plan described in Section 7.5; cancellation does not deactivate, delete, or lock your Account, and does not require you to speak to anyone. You may resume a cancelled paid Subscription Plan at any time before the end of the current Billing Period simply by undoing the cancellation in the billing area of the Services, in which case your Subscription Plan continues uninterrupted and no cancellation takes effect.
12.2 Effect of cancellation on Usage Fees. Cancelling your paid Subscription Plan does not cancel Usage Fees that have already accrued for the current Billing Period; those Usage Fees are calculated and invoiced at the close of that Billing Period in the ordinary course under Section 10.1, even if the Billing Period closes after your Subscription Plan has already moved to the free Subscription Plan.
12.3 Deleting your Account. You may separately request deletion of your Account and Content, which is a distinct action from cancelling a paid Subscription Plan. Account deletion is subject to our data retention obligations described in Section 14.4 and in our Privacy Policy, and does not entitle you to a refund beyond what Section 13 provides.
12.4 Suspension or termination by us. We may suspend or, for a serious or repeated violation, terminate your Account and access to the Services, with notice to your billing contact where reasonably practicable given the circumstances, if: (a) you fail to pay Fees due after the retry process described in Section 10.3; (b) you materially breach these Terms, including the acceptable use provisions of Section 6, and, where the breach is capable of remedy, fail to remedy it within a reasonable period after notice; (c) we reasonably believe your use of the Services exposes us, another user of the Services, or a third party to a genuine risk of legal liability, security compromise, or harm; (d) we are required to do so by law, by a competent authority, or by a payment network or financial institution we rely on to provide the Services; or (e) you have not accessed your Account for an extended period and we have been unable to reach you after reasonable attempts at the contact details on file, in which case we will provide at least thirty (30) days' notice before deleting an inactive free-plan Account.
12.5 Termination for convenience by us. We may also terminate these Terms and your access to the Services for convenience, without cause, on at least sixty (60) days' prior written notice, in which case Section 13.3 (pro rata refund) applies to any prepaid Plan Fee for a period you will no longer receive.
12.6 Effect of termination. On termination of your Account for any reason, your right to access the Services ends, except to the extent necessary for you to export your Content during the retention window described in Section 14.4. Provisions of these Terms that by their nature should survive termination, including Sections 5.1 to 5.3 (ownership and license wind-down), 9 (payment facilitation and indemnity), 13 (fees already earned), 15 (confidentiality), 16 to 20 (warranties, liability, indemnification, governing law, and miscellaneous provisions), survive termination.
13. REFUNDS
13.1 General principle. Except as expressly set out in this Section 13, Fees are non-refundable once the corresponding Billing Period, or the corresponding usage, has begun or occurred. This reflects that the Services, once made available for a Billing Period, and Metered Usage Type activity, once it occurs, cannot be "returned" to us in the way a physical good can be returned.
13.2 Free-plan fallback is not a penalty and is not compensation. Because cancellation under Section 12.1 moves your Account to a functioning free Subscription Plan rather than cutting off access, we do not provide a partial refund of the Plan Fee for the unused portion of a monthly Billing Period simply because you cancelled before that period ended; you retain paid-tier access through the period you already paid for, which is the benefit you already received for that Fee.
13.3 Pro rata refund on our termination for convenience. If we terminate these Terms for convenience under Section 12.5, or discontinue the Services or your Subscription Plan entirely other than for a reason described in Section 12.4, we will refund a pro rata portion of any Plan Fee you prepaid for a period of the Services you will no longer receive as a result, calculated on a daily basis from the effective date of termination to the end of the period you had already paid for. This is the specific circumstance in which a partial refund of a Plan Fee is available; it does not apply to cancellation by you under Section 12.1, or to suspension or termination for cause under Section 12.4.
13.4 Correcting billing errors. If we determine, whether from your dispute under Section 10.4 or through our own review, that you were charged in error, in an amount greater than these Terms and the then-current published rates permit, we will refund or credit the erroneous amount. We will not use a billing-error correction as an opportunity to also revisit or reduce charges that were correctly calculated.
13.5 Unused Usage Credit. Section 8.6 governs the treatment of unused Usage Credit, including on expiry and on a chargeback of the original credit purchase; that provision, rather than this Section 13 generally, controls for Usage Credit specifically.
13.6 How refunds are paid. Any refund due under this Section is issued to the original payment method used for the charge being refunded, through Stripe, and may take several business days to appear depending on your bank or card issuer, which is outside our control. This Section does not apply to an App Store Purchase, for which Section 7A.7 governs instead, because the payment was taken by the App Store operator and only the App Store operator can return it.
13.7 Mandatory law. Nothing in this Section limits any refund right you have under mandatory law that cannot be excluded by agreement in your jurisdiction. Where such a mandatory right applies and conflicts with this Section, the mandatory right prevails to the extent, and only to the extent, required.
14. DATA, SECURITY, AND RETENTION
14.1 Security measures. We maintain administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of Content, including encryption of sensitive data, access controls, and audit logging, consistent with our Privacy Policy and our internal security practices. No system is perfectly secure, and we cannot guarantee that unauthorized access, loss, or disclosure will never occur.
14.2 Security incidents. If we become aware of a security incident that affects your Content in a manner that triggers a notification obligation under applicable data protection law, we will notify you without undue delay and provide information reasonably necessary for you to meet your own notification obligations, if any, to your Guests, staff, or regulators.
14.3 Backups. We maintain backups of Content as part of our operational practices, but backups are for our own disaster-recovery purposes and are not a substitute for your own export or archival practices for records you need to retain for tax, regulatory, or business reasons.
14.4 Retention after termination. Following termination of your Account, we retain your Content for a limited period, currently up to ninety (90) days, to allow for export requests and to comply with legal retention obligations, after which we may delete it, except where longer retention is required by law, by a legitimate dispute, or by an unresolved billing matter. You are responsible for exporting any Content you wish to keep before this retention window closes.
14.5 Aggregated and de-identified data. We may create and use aggregated or de-identified data derived from Content and from Metered Usage Type activity across our customer base, which does not identify you, your Guests, or your staff, for purposes including improving the Services, informing published benchmarks, and developing new features. This Section does not permit us to disclose your individually identifiable Content to a third party for their own independent purposes without your consent, except as otherwise permitted by these Terms or required by law.
15. CONFIDENTIALITY
15.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including your Content, our non-public product plans, security practices, and pricing arrangements not generally published.
15.2 Obligations. Each party must use the other's Confidential Information only to perform its obligations or exercise its rights under these Terms, must protect it with at least the degree of care it uses for its own confidential information of similar importance, and must not disclose it to a third party except to employees, contractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section, or as required by law, in which case the disclosing party will, where legally permitted, give the other party reasonable notice to seek a protective order.
15.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, is independently developed without use of the other party's Confidential Information, or is rightfully received from a third party without restriction.
16. WARRANTIES AND DISCLAIMERS
16.1 Mutual warranty. Each party represents that it has the legal power and authority to enter into these Terms.
16.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY GIVEN OUTCOME, INCLUDING ANY VOLUME OF BOOKINGS OR REVENUE, WILL RESULT FROM YOUR USE OF THE SERVICES. NOTHING IN THIS SECTION EXCLUDES A WARRANTY THAT CANNOT LAWFULLY BE EXCLUDED IN YOUR JURISDICTION.
16.3 Third-party services disclaimer. THE SERVICES INTEGRATE WITH THIRD-PARTY SERVICES, INCLUDING STRIPE, EMAIL DELIVERY PROVIDERS, AND CONNECTED MARKETPLACES, THAT WE DO NOT CONTROL. WE MAKE NO WARRANTY REGARDING THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE, AND ARE NOT RESPONSIBLE FOR ANY ACT, OMISSION, OUTAGE, OR CHANGE OF TERMS BY A THIRD-PARTY SERVICE PROVIDER, EXCEPT TO THE EXTENT CAUSED BY OUR OWN BREACH OF THESE TERMS IN HOW WE INTEGRATE WITH THAT SERVICE.
17. LIMITATION OF LIABILITY
17.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17.3 Carve-outs. The exclusions and cap in Sections 17.1 and 17.2 do not apply to: (a) either party's indemnification obligations under Section 9.10 or Section 18; (b) either party's breach of the confidentiality obligations in Section 15; (c) either party's fraud or willful misconduct; (d) death or personal injury caused by a party's negligence, where such liability cannot lawfully be excluded; or (e) any liability that cannot lawfully be limited or excluded under applicable law.
17.4 Basis of the bargain. The parties acknowledge that the Fees charged for the Services reflect the allocation of risk in this Section, and that this allocation is an essential basis of the agreement between the parties.
18. INDEMNIFICATION
18.1 By you. In addition to the specific indemnity in Section 9.10, you agree to indemnify, defend, and hold harmless the Company, its officers, employees, and agents from any third-party claim, and associated liability, damages, and reasonable legal fees, arising out of or relating to: (a) your Content; (b) your breach of these Terms; (c) your violation of applicable law; or (d) your infringement of a third party's intellectual property or other rights.
18.2 By us. We agree to indemnify, defend, and hold harmless you from any third-party claim, and associated liability, damages, and reasonable legal fees, alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, except to the extent the claim arises from your Content, your modification of the Services, or your combination of the Services with something not provided by us.
18.3 Process. The party seeking indemnification must promptly notify the indemnifying party of the claim, give the indemnifying party control of the defense and settlement of the claim, and provide reasonable cooperation, at the indemnifying party's expense; a failure to promptly notify relieves the indemnifying party of its obligation only to the extent that failure materially prejudices its defense.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing law. These Terms, and any dispute arising out of or relating to them or to the Services, are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, which the parties expressly exclude.
19.2 Venue. Subject to Section 19.3, the parties submit to the exclusive jurisdiction of the state courts located in Kent County, Delaware, and the federal courts located in the District of Delaware, and waive any objection to venue or to the convenience of that forum.
19.3 Informal resolution first. Before either party commences formal proceedings, the parties agree to attempt in good faith to resolve the dispute through informal negotiation for at least thirty (30) days after one party gives the other written notice of the dispute, unless the dispute concerns a claim for injunctive relief, intellectual property, or the confidentiality obligations in Section 15, in which case either party may seek immediate relief from a court of competent jurisdiction without first complying with this Section 19.3.
20. GENERAL PROVISIONS
20.1 Entire agreement. These Terms, together with our Privacy Policy, Cookie Policy, and any Subscription Plan description or order confirmation you accept, constitute the entire agreement between you and us regarding the Services, and supersede any prior or contemporaneous agreement, whether written or oral, on the same subject matter.
20.2 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent, except to a successor of substantially all of your business by merger, acquisition, or sale of assets, provided the successor agrees in writing to be bound by these Terms. We may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets relating to the Services, provided the assignee agrees to be bound by these Terms and we notify you of the assignment.
20.3 Force majeure. Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by circumstances beyond that party's reasonable control, including natural disaster, war, act of terrorism, labor dispute, internet or telecommunications failure, or a failure of a third-party service provider such as Stripe, provided the affected party uses reasonable efforts to mitigate the impact and resumes performance as soon as reasonably possible.
20.4 Notices. We may give you notice under these Terms by email to the address on your Account, or by posting within the Services. You may give us notice by the contact channel published in the Services' support area from time to time. Notice by email is deemed given on the day it is sent, unless the sending party receives an undeliverable notification.
20.5 No waiver. A failure by either party to enforce a provision of these Terms is not a waiver of that provision or of any other provision, and does not prevent later enforcement of it.
20.6 Severability. If any provision of these Terms is found unenforceable by a court or tribunal of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
20.7 Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and us. Neither party has authority to bind the other or to incur an obligation on the other's behalf.
20.8 No third-party beneficiaries. Except as expressly stated in Section 9 with respect to Stripe's own agreements with you, these Terms do not confer any right or benefit on any person who is not a party to them, including your Guests, who are not intended third-party beneficiaries of these Terms and have no right to enforce them.
20.9 Interpretation of headings. Section headings in these Terms are for convenience only and do not affect interpretation.
20.10 Language. These Terms are drafted in English. Any translation provided is for convenience only, and the English version controls in the event of a conflict.
21. CONTACT
If you have questions about these Terms, you can reach us through the support channel published within the Services, or by writing to support@operatorcockpit.com. For formal legal notices, including notices under Section 20.4, write to legal@operatorcockpit.com. For questions about personal data, privacy, or a request to exercise a data protection right, write to privacy@operatorcockpit.com, and see our Privacy Policy. Our registered business address for formal legal notices is set out in Section 1.1.
END OF TERMS AND CONDITIONS OF USE