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Travel Agencies & Advisors Agreement

Details on professional understanding with Baboo’s travel agents.
(last updated on 03/10/2023)

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    This document sets forth the terms and conditions governing the use of the Baboo platform (“Platform“) by travel agents and travel advisors (“Agents“) who wish to design, customize and quote tailor-made trips for their clients and access Baboo’s curated local travel experts (“Local Experts“). This Agreement (“Agreement“) is entered into between Baboo Travel PBC, a company based in Delaware, United States, and the Agent, on behalf of themselves or the business they represent.

     

    1. Definitions

    Agent Account” refers to the registration of the Agent with Baboo Travel PBC and the access granted to the self-service portal on the Platform.

    Agent Site” refers to any website, platform, channel, and/or application owned, controlled, and maintained by the Agent.

    Baboo” refers to Baboo Travel PBC and its affiliates.

    Local Experts” refers to the third-party providers of tailor-made tours available on the Platform.

    Platform” refers to the online marketplace operated by Baboo Travel PBC, where Agents can register, access their Agent Account, and create tailor-made trips for their clients by connecting with Local Experts.

    Tours” refer to tailor-made trips offered and operated by Local Experts, which Agents can promote and sell through the Platform.

    2. Agreement Acceptance

    2.1 By creating and registering an Agent Account on the Platform, the Agent agrees to be bound by the terms and conditions outlined in this Agreement. In the event of any conflicts, the provisions of this Agreement shall prevail.

    3. Use of the Platform

    3.1 Agents may use the Platform to create tailor-made trips for their clients by accessing and collaborating with Baboo’s curated Local Experts.

    3.2 Agents shall comply with all applicable laws and regulations in their use of the Platform and shall be responsible for ensuring that any content they upload or share on the Platform is accurate, lawful, and does not infringe upon the rights of third parties.

    4. Term and Termination

    4.1 This Agreement shall remain in effect from the date the Agent registers on the Platform until terminated by either party.

    4.2 Baboo Travel PBC may terminate this Agreement at any time, with or without cause, by providing written notice to the Agent.

    4.3 The Agent may terminate this Agreement by closing their Agent Account or providing written notice to Baboo Travel PBC.

    4.4 Upon termination, the Agent must cease using the Platform and delete any information or content obtained from the Platform, except for information required to be retained by law.

    5. Representations and Warranties

    5.1 The Agent represents and warrants that they have the authority to enter into this Agreement and that they will comply with all applicable laws and regulations in their use of the Platform.

    5.2 The Agent further represents and warrants that they will not engage in any activities that disparage or bring disrepute to Baboo Travel PBC or the Platform.

    6. Intellectual Property

    6.1 The Agent acknowledges that all intellectual property rights in the Platform, including but not limited to trademarks, copyrights, and patents, are owned by Baboo Travel PBC or its licensors. The Agent is hereby granted a temporary, non-transferable license to use Baboo’s trade marks, branding, and promotional materials solely for the purpose of promoting the Tours offered through the Platform. 

    6.2 The Agent agrees not to use, reproduce, distribute, or create derivative works based on the Platform or any of its content without the prior written consent of Baboo Travel PBC.

    7. Limitation of Liability

    7.1 In no event shall Baboo Travel PBC be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Platform or the services provided by Local Experts.

    7.2 Baboo Travel PBC shall not be liable for any damages, liabilities, or losses arising out of any actions or omissions of the Agents or their clients.

    8. Payments and Markups

    8.1 The Agent has the right to add their own markup to the sales price of Baboo, subject to applicable laws and regulations. 

    8.2 Payment of the Agent’s commissions by Baboo will be processed once the final payment is completed, with a delay of no more than 15 days after receipt of the final payment.

    9. Refunds and Resolutions

    9.1 In the event the Agent or their client requests a refund, primary responsibility for resolving the matter rests with the Local Experts.

    9.2 The Agent shall communicate with the Local Expert within 48 hours of receiving the refund request in an effort to resolve the issue. 

    9.3 If the matter is not resolved within 14 days, Baboo Travel PBC may, at its discretion, step in to mediate the dispute.

    10. Mediation and Dispute Resolution

    10.1 In the event of a dispute between the Agent and the Local Expert, Baboo Travel PBC may offer to mediate in order to facilitate a mutually beneficial resolution.

    10.2 The decision to mediate a dispute remains wholly at Baboo Travel PBC’s discretion. It is not guaranteed and depends on the circumstances of each individual case.

    11. Governing Law and Jurisdiction

    11.1 This Agreement shall be governed by and construed in accordance with the laws of the United States.

    11.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Delaware, in the United States.

    12. Confidentiality

    12.1 The Agent acknowledges that during the course of their use of the Platform, they may have access to confidential information belonging to Baboo Travel PBC, including but not limited to trade secrets, business strategies, customer data, and pricing information.

    12.2 The Agent agrees to treat all such confidential information strictly confidential, not to disclose it or use it for any purpose other than in connection with their use of the Platform, and to take all reasonable measures to maintain such confidentiality. If confidential information is disclosed to the public or a third party through no fault of the Agent, such as a data breach on the part of Baboo Travel PBC, the Agent shall not be held responsible for such disclosure.

    13. Indemnification

    13.1 The Agent agrees to indemnify and hold harmless Baboo Travel PBC, its officers, directors, employees, and affiliates, from and against any claims, damages, liabilities, costs, and expenses arising out of or in connection with the Agent’s use of the Platform, their breach of any provision of this Agreement, or their violation of any applicable laws or regulations.

    14. Modifications

    14.1 Baboo Travel PBC reserves the right to modify or update this Agreement at any time, in its sole discretion. Any changes will be effective immediately upon posting the revised Agreement on the Platform.

    14.2 It is the Agent’s responsibility to review the Agreement periodically to stay informed of any updates or modifications. Continued use of the Platform after any changes to the Agreement shall constitute the Agent’s acceptance of such changes.

    15. Severability

    15.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired.

    16. Waiver

    16.1 The failure of Baboo Travel PBC to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

    17. Contact Information

    17.1 If the Agent has any questions, concerns, or feedback regarding this Agreement, they may contact Baboo Travel PBC at the following email address: [email protected]

    18. Governing Law and Jurisdiction

    18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

    18.2 Any disputes arising out of or in connection with this Agreement, including its interpretation, validity, or termination, shall be exclusively resolved by the state and federal courts located within the jurisdiction of Dover, Delaware, United States.

    19. Entire Agreement

    19.1 This Agreement constitutes the entire agreement between the Agent and Baboo Travel PBC concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.

    19.2 Any modifications or amendments to this Agreement must be made in writing and signed by both parties.

    20. Assignment

    20.1 The Agent may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Baboo Travel PBC.

    20.2 Baboo Travel PBC reserves the right to assign, transfer, or subcontract any or all of its rights and obligations under this Agreement without the Agent’s consent.

    21. Survival

    21.1 The provisions of All Sections shall survive any termination or expiration of this Agreement.