ViaVii Plus Client Services Agreement

This Client Services Agreement (the "Agreement") is formed between you ("Client" or "you"/"your") and ViaVii Plus, a company registered in Delaware ("ViaVii Plus" or "we"/"us"/"our").

Your use of all or any portion of the services delineated in this Agreement and/or the initiation of an account with ViaVii Plus (a "User Account"), indicates your acceptance of, and agreement to comply with all the conditions of this Agreement, including all documents, policies, and supplemental provisions referenced in it, which are deemed part of this Agreement. If you are agreeing to this Agreement on behalf of a company or other legal entity, you attest that you have the authority to commit such entity to the terms of this Agreement, wherein "Client" and "you" shall imply such entity. ViaVii Plus and the Client will collectively be referred to as the "Parties" within this Agreement.

Services Provided

1.1 ViaVii Plus offers a range of services to experience providers and/or tour operators.

1.2 ViaVii Plus's services may include (but are not limited to) the following:

1.3 The collective services as detailed in Section 1.2 and any additional services that ViaVii Plus may offer from time to time shall be referred to as the "Services". Additional conditions may apply to the use of certain Services ("Supplemental Terms"), which shall be considered as part of this Agreement.

1.4 If you subscribe to the ViaVii Plus website development and associated services, you acknowledge and agree to the following obligations:

1.5 All Services are offered "as-is," and ViaVii Plus assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store any user communications, personalization settings, or content, information, or other data.

1.6 ViaVii Plus reserves the right, at any time, to revise, suspend, or discontinue any of the Services, with or without notice. You concur that ViaVii Plus shall not be liable to you or any third party for any such modifications, suspension, or discontinuation of any Service.

1.7 ViaVii Plus may, at any time and from time to time, establish general practices and restrictions concerning the use of the Services, including without limitation the maximum disk space, bandwidth, and server processing that will be allocated on ViaVii Plus’s servers on your behalf.

1.8 Your access to and use of any application programming interfaces (APIs) provided to you by ViaVii Plus is governed by the ViaVii Plus API Terms, which are incorporated herein by reference.

2. User Account

2.1 To utilize one or more of the Services, you are required to establish an account (“Client Account”).

2.2 If you are an individual, you must be at least 18 years old and legally capable of conducting your business in your jurisdiction. You affirm that you will use the Services exclusively for conducting business activities, and not for any personal, household, or family use. If you register for a Client Account representing your employer, your employer will be regarded as the Client as per this Agreement, and you assure that you possess the authority to commit your employer to this Agreement. Each Client is accountable for: (a) ensuring compliance of its employees, agents, and subcontractors with this Agreement, and (b) any violations of this Agreement by the Client’s employees, agents, or subcontractors.

2.3 You must ensure that all the information you provide to ViaVii Plus concerning your Client Account and use of the Services is always accurate, complete, and current.

2.4 You bear sole responsibility for maintaining the secrecy of your password and other Client Account information. You are entirely accountable for all activities occurring on your Client Account.

2.5 If ViaVii Plus grants you permission to create sub-accounts within your Client Account, such sub-accounts can be created strictly for members of your organization, excluding any third parties.

2.6 You are required to immediately notify ViaVii Plus of any unauthorized access to your Client Account, password, or any other security breaches.

2.7 You must ensure that you log out from your Client Account at the conclusion of each usage session. ViaVii Plus will not be held liable for any loss or damage resulting from your failure to adhere to this Section 2.

3. Charges and Payments

3.1 Overview: You are liable to pay for Fees linked to (a) your subscription to the Services (“Subscription Fees”), (b) service charges calculated as a percentage of the bookings made using the Services (“Service Fees”), and any fees associated with your acquisition or use of any Third-Party Services (“Additional Fees”). Together, these are referred to as the “Fees”.

3.2 Payment Method: A valid payment method is required to be stored on file with ViaVii Plus to cover all incurred and recurring Fees. We will debit the Fees from any authorized payment method linked to your User Account (the “Authorized Payment Method”), until all outstanding Fees are fully paid.

3.3 Subscription Fees: These Fees are billed upfront on a recurrent basis, and will start once the first sale takes place. No charges will be processed if the Subscriber did not make any sales. ViaVii Plus will attempt to renew the Services each month (each a “Billing Period”), and automatically charge the Subscription Fees from the Authorized Payment Method. To stop a Service, notify ViaVii Plus within your User Account at least two (2) US business days before the next Billing Period.

3.4 Free Trials: Sometimes ViaVii Plus may offer a limited-time opportunity to try out Services for free or at reduced rates. If you wish to cancel the Service(s) after the Free Trial, you must cancel your subscription from your account on ViaVii Plus 24 hours prior to the expiry date, otherwise standard fees apply.

3.5 Service Fees: You can choose to be process payments through ViaVii Plus or use “ViaVii Pay”. If you select ViaVii Plus payment processor, ViaVii would transfer the Payout minus the Service Fees on a monthly basis through the agreed upon transfer method. The fees are decided based on the booking value and dates from the previous month, noting that any and all transfer fees will be responsibility of the customer.

3.6 ViaVii Pay: If you opt for "ViaVii Pay", you'll need to create an account with a third-party payment provider, with its separate terms and conditions. Service Fees will be paid by the customer to ViaVii Plus through the agreed upon payment method (e.g. bank transfer, credit card, etc.).

3.7 Fee Adjustments: ViaVii Plus may increase Fees with a 30 days' notice effective from the following month. You do not need to be notified if we raise the price for a Service you are not subscribed to.

3.8 Tax Obligations

3.8.1 All financial obligations under this Agreement: (a) are quoted exclusive of any tax, duty, levy, or tariff imposed for the Services rendered under this Agreement, including but not limited to sales tax, use tax, excise, or value-added tax. Taxes applicable will be enumerated separately on billing statements, each with a comprehensive description; and (b) shall be settled in total, devoid of any subtractions, unless the payer is bound by law to withhold tax from amounts due to the payee and deposit to the local tax jurisdiction. The payer is required to promptly furnish the payee proof of such remittances to tax authorities, inclusive of receipts authorized by the respective tax regulatory entity or any relevant documentation substantiating the payment of any amounts deducted as per this clause. Under no circumstance will ViaVii make the sales tax payments to the government on behalf of Experience Provider and/or the hosts. As an example, if you are a subscriber based in Saudi Arabia, and you make 1000 USD a month, your invoice will show the zakat tax (typically 2.5% of your income) as a separate line item. This means you would see an additional charge of 25 USD on your invoice, which is the calculated zakat tax for your earnings. As an example, if you are a subscriber based in Saudi Arabia generating 1000 USD per month, ViaVii Plus will compute the potential zakat tax (typically 2.5% of your earnings), resulting in a separate line item of 25 USD on your invoice. While ViaVii Plus provides this calculation for your convenience, you, as the payer, are ultimately responsible for accurately reporting and remitting your tax obligations. ViaVii Plus assumes no liability for any taxes, including the zakat tax.

3.8.2 Additional terms and conditions regarding tax obligations may be stated in the Supplementary Terms. Compliance with these additional terms remains the responsibility of the user.

4. Intellectual Property Rights

4.1 Intellectual property rights originating from or related to the Services will be and remain the exclusive property of ViaVii Plus at all times. This Agreement does not confer any transfer of such intellectual property rights to you.

4.2 Any intellectual property rights associated with the Services that are owned by third parties shall always continue to be vested with these respective third parties.

5. User-Generated Material

5.1 The ownership of any content submitted or otherwise provided by you for utilization in any part of the Services ("User-Generated Material") is not claimed by ViaVii Plus. User-Generated Material can include but is not limited to: information, data, text, software, music, audio, pictures, graphics, video, messages, goods, products, services, or other forms of content. You bear full responsibility for all your User-Generated Material, including its frequent archiving and backing up.

5.2 You grant ViaVii Plus a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display your User Content for the purposes of providing the Services. The license exists only for as long as you elect to continue to include such User Content on or within the Services and will terminate at the time the User removes such User Content from the Services and/or terminates this Agreement.

5.3 By utilizing the Services, you acknowledge that ViaVii Plus may use your name and logo in presentations, promotional material, client listings, financial reports, and on websites naming ViaVii Plus's clients. If ViaVii Plus provides you with an icon incorporating the phrase "powered by ViaVii Plus" (or similar) (the "Icon") through the ViaVii Plus Website Service, you are granted a limited, royalty-free, and non-exclusive license to use the ViaVii Plus name as incorporated within the Icon solely for displaying the Icon on your ViaVii Plus Website.

5.4 You commit to refrain from uploading, transmitting, or otherwise making available any User-Generated Material in connection with the Services that is unlawful, subject to third-party property rights, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, racist, or otherwise unacceptable.

5.5 If ViaVii Plus identifies any User-Generated Material violating Section 5.4 of this Agreement, it reserves the right to remove any such content from the Services.

5.6 ViaVii Plus is not liable under any circumstances for the User-Generated Material, including but not limited to, errors or omissions in User-Generated Material, or for any loss or damage of any sort incurred as a result of the use of any User-Generated Material posted, transmitted, or otherwise made available via the Services. All risks associated with the use of any of your User-Generated Material fall on you.

6. Third Party Services

6.1 ViaVii Plus might periodically recommend, offer access to, or enable the utilization of external software, applications, products, services, or web links (collectively, "Third Party Services"), including through the ViaVii Plus Platform. These Third Party Services are provided merely as a convenience, and any acquisition, access, or usage of such Third Party Services is strictly between you and the relevant provider of the Third Party Services ("Third Party Provider"). In addition to this Agreement, you consent to be bound by the additional service-specific terms related to any Third Party Services you procure from, or that are provided by, Third Party Providers.

6.2 Any engagement by you with Third Party Services provided through the Services or ViaVii Plus Platform is entirely at your discretion and risk. It is your responsibility to review the terms and conditions and privacy policies applicable to such Third Party Services prior to their use. In certain situations, ViaVii Plus may receive a revenue share from Third Party Providers whose Third Party Services you utilize. ViaVii Plus offers no warranties or representations to you with respect to any Third Party Services. You acknowledge that ViaVii Plus has no control over Third Party Services and shall not be held responsible or liable to you or anyone else for such Third Party Services.

6.3 The provision of Third Party Services via the Services, including the ViaVii Plus Platform, or the integration or enabling of such Third Party Services with the Services does not constitute or imply endorsement, authorization, sponsorship, or affiliation by or with ViaVii Plus. ViaVii Plus does not guarantee the availability of Third Party Services, and you acknowledge that ViaVii Plus may revoke access to any Third Party Services at any time in its sole discretion and without notice to you. ViaVii Plus is not responsible or liable to anyone for the discontinuation or suspension of access to, or disablement of, any Third Party Service. ViaVii Plus strongly encourages you to seek specialist advice before using or relying on Third Party Services to ensure they meet your needs.

6.4 If you install or enable a Third Party Service for use with the Services, you grant ViaVii Plus permission to permit the applicable Third Party Provider to access your data and take necessary actions for the interoperation of the Third Party Service with the Services. Any data exchange or interaction between you and the Third Party Provider is solely between you and such Third Party Provider. ViaVii Plus is not responsible for any disclosure, modification or deletion of your data, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data.

6.5 The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and ViaVii Plus has no obligation to intervene in any dispute arising between you and a Third Party Provider.

6.6 Under no circumstances shall ViaVii Plus be liable for any damages or loss whatsoever, direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or otherwise, that result from any Third Party Services and/or your contractual relationship with any Third Party Provider. These limitations shall apply even if ViaVii Plus has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

6.7 You agree to indemnify and hold harmless ViaVii Plus, its affiliates, officers, directors and employees from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service and/or your relationship with a Third Party Provider.

7. Confidentiality and Data Protection

7.1 Any data shared by or on behalf of one party to the other during the tenure of this Agreement, which is identified as proprietary and/or confidential or which by the circumstances of disclosure ought to be treated as such in good faith, constitutes the "Confidential Information". This may include, but is not limited to, business details, technical procedures and formulas, software, lists of customers and potential customers, product designs, sales data, cost data, unpublished price lists, financial information, business plans, and marketing data. The party receiving Confidential Information from the disclosing party will implement safeguards to protect against its destruction, loss, modification, or disclosure, with such safeguards being in line with industry best practices and at least as protective as those the receiving party uses for its own proprietary information. The receiving party will not, during or after the term of this Agreement, (a) utilize such Confidential Information for any purpose other than to fulfill its obligations or exercise its rights under this Agreement, and (b) disclose such Confidential Information to any third party, with the exception of disclosures made by ViaVii Plus in line with the activities outlined in this Agreement. However, the obligations of this Section 7 do not apply to information that is: (i) publicly available without any obligation of confidentiality, other than through a breach of this Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) independently developed by the receiving party without reference to or reliance on the other party's Confidential Information; or (iv) generally made available to third parties by the disclosing party without restriction on disclosure. Upon the termination of this Agreement, or at the disclosing party's earlier request, the receiving party will return or destroy (and provide certification of such destruction) all of the disclosing party's Confidential Information in the receiving party's possession or control and will cease all use of such Confidential Information.

7.2 Concerning the Services, each party shall adhere to all requirements of applicable data processing laws and regulations (the "Data Protection Legislation"). Each party acknowledges that, for the purposes of the Data Protection Legislation, you are the data controller, and ViaVii Plus is the data processor. For the sake of clarity, you are not permitted to use any personal information (including email addresses or other contact details) collected or obtained through your use of the Services unless you are lawfully entitled to do so.

8. Record Retention

ViaVii Plus is responsible for gathering and storing records of transactions, User Content, and data relevant to the Services provided to you. You acknowledge and agree that ViaVii Plus reserves the right to secure, remove, and/or reveal any of the aforementioned information if deemed necessary due to legal requirements or a bona fide belief that such safeguarding, removal, or disclosure is reasonably crucial to: a) comply with legal obligations; b) uphold this Agreement; or c) protect the rights of ViaVii Plus and/or any third parties.

9. Limitation of Liability

9.1 The use of the Services is solely at your risk.

9.2 Neither ViaVii Plus nor its affiliates, or any of their respective executives, directors, members, shareholders, employees, agents, third-party content providers, or licensors can assure that the Services or the Software will be uninterrupted, timely, secure or error-free. They also do not guarantee (a) the outcomes derived from the use of any Service or the Software including their accuracy, dependability, quality, adequacy, timeliness, or authenticity; or (b) the precision, reliability, quality, adequacy, timeliness or authenticity of any advertisements, information, services, products, merchandise and/or other material procured through or supplied via the Services. The Services and the Software are offered on an "as is" and "as available" basis without any warranties, either explicit or implicit, inclusive of but not restricted to, warranties of merchantability, non-infringement, or suitability for a specific purpose.

9.3 In no event will ViaVii Plus, or any person or entity involved in creating, producing or distributing the Services or Software, be liable to you or to any other person or entity for any indirect, incidental, special, punitive or consequential damages, or loss of profit or revenue arising out of the use of or inability to use the Services or Software, including but not limited to losses incurred as a result of the modification of content or the failure of any content to transfer to a ViaVii Plus Website, any decrease in web traffic, SEO ranking, or any other impact on your business, whether financial or otherwise. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behaviour, negligence, or under any other cause of action regardless of whether ViaVii Plus had notice of the cause or such cause was foreseeable. These disclaimers and limitations shall apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this Agreement. To the maximum extent permitted by law, ViaVii Plus’s liability to you under this Agreement shall be limited to the Service Fees paid by you to ViaVii Plus in the six (6) months immediately preceding the date the cause of action arose.

9.4 You agree to indemnify and safeguard ViaVii Plus, its affiliates, respective officers, directors and employees, from and against any and all third-party claims relating to, resulting from or arising out of use of the Services and Software, excluding claims arising from gross negligence or intentional misconduct of ViaVii Plus, its affiliates, respective officers, directors and/or employees.

9.5 By using any Service and agreeing to this Agreement, you acknowledge that you have not depended on any prior representation, warranty, or other assurance made by or on behalf of ViaVii Plus, and you waive all rights and remedies which might otherwise be available to you in respect of such representation, warranty, or other assurance, provided that nothing in this Section shall exclude or limit any liability for fraud.

10. Suspension and Termination

10.1 Without prejudice to any other right or remedy accessible to it, either Party may dissolve this Agreement at any point in time. If you intend to dissolve this Agreement, you must do so by informing us via your User Account. ViaVii Plus reserves the right to suspend and/or dissolve any one or more of the Services at any moment without prior notice.

10.2 ViaVii Plus can cease the Services immediately by delivering a written notice to you if:

10.2.1 you violate any major provision of this Agreement; or

10.2.2 you become insolvent, stop trading, or if a liquidator, receiver, manager, administrator, or similar official is appointed over the whole or part of your business, or if you enter into any arrangement or composition with your creditors, or are declared bankrupt, or encounter a similar or comparable event in any jurisdiction;

10.2.3 you neglect to pay any amount due under Section 3, post the notification of payment failure from ViaVii Plus; or

10.2.4 your User Account has been dormant for a period of ninety (90) days or more; or

10.3 Upon dissolution, ViaVii Plus, at its sole discretion, may shut your User Account, delete any existing data from your User Account, and refuse any future submission of data from you.

10.4 Upon termination, all unpaid Fees shall become due and payable

11. Amendments to Agreement

ViaVii Plus may update or replace this Agreement without prior notice to you and at our sole discretion at any time by posting a new version to the ViaVii Plus website. Your continued access to or use of the Services and/or Software indicates your acceptance of the current published version of the Agreement.

12. Force Majeure

ViaVii Plus shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13. Notifications

13.1 ViaVii Plus does not accept legal notices or service of legal process by any means other than hard copy post delivered to ViaVii Plus. For the avoidance of doubt and without limitation, ViaVii Plus therefore does not accept notices or legal service deposited upon any of its affiliates or subsidiaries.

13.2 All other notifications given in connection with this Agreement may be in writing via email. ViaVii Plus's email address is [email protected]

14. Assignment and other Dealings

14.1 ViaVii Plus reserves the right at any point in time to assign, subcontract, delegate, or manage its rights and duties related to the Services and this Agreement in any other way.

14.2 Without obtaining ViaVii Plus's prior written consent, which may be granted or denied at ViaVii Plus's sole discretion, you are not permitted to assign, transfer, delegate or engage in any other form of transaction with your rights and obligations related to the Services and this Agreement.

15. Governing Law and Jurisdiction

15.1 These Terms, this Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the relevant applicable federal laws and jurisdiction of The State of Delaware - the United States of America and the Hashemite Kingdom of Jordan, in case of conflict the latter shall prevail. Nevertheless, ViaVii Plus is solely entitled to seek legal actions and rely on any applicable law where you have a residence and/or own any assets therein and/or of your nationality.

15.2 Each Party hereby consents to the jurisdiction and venue of courts in the Hashemite Kingdom of Jordan and The State of Delaware - the United States of America, and stipulates to the fairness and convenience of proceedings in such courts for all disputes, both contractual and non-contractual, arising out of or relating to the use of the Services. All claims against ViaVii Plus arising from or relating to the Services must be heard and resolved in a court of competent subject matter jurisdiction located in the Hashemite Kingdom of Jordan or The State of Delaware - the United States of America. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this section.

15.3 Nothing in this Section 15 shall limit the right of ViaVii Plus to take proceedings against you in any other court, or courts, of competent jurisdiction. The foregoing shall not apply to the extent that applicable law in your country of residence requires application of another law and/or jurisdiction.