Business Partner Agreement

1. The parties and how this becomes binding

This Business Partner Agreement (the “Agreement”) is between TripRelay (“TripRelay,” “we,” “us”) and the business that subscribes to a TripRelay advertising plan (“Partner,” “you”).

You accept this Agreement when you check the acceptance box and start a paid plan in your TripRelay business portal, or when you otherwise confirm acceptance in writing (including by email). That action is an electronic signature and has the same legal effect as a handwritten one under the federal E-SIGN Act and the Pennsylvania Uniform Electronic Transactions Act. We record the date and time you accepted. The person accepting represents that they are authorized to bind the Partner.

2. What you are buying

A monthly subscription to a TripRelay advertising plan. Plans and their current prices are shown in your business portal. As of the date above:

• Starter — $10/month. You claim your business card in the TripRelay swipe deck, control its photo and written description, and see your live performance dashboard.
• Featured — $25/month. Everything in Starter, plus additional photos, a “Partner” badge on your card, and a special-offer line shown to travelers.
• Premium — $50/month. Everything in Featured, plus a larger photo allowance, a creative review of your card by our team, and priority support.

The specific features in each plan are described in the portal at the time you subscribe, and those descriptions are part of this Agreement.

3. What TripRelay promises to provide

While your subscription is active and paid, we will:

• display your business card to travelers using TripRelay who are planning trips to your area, on the same terms as comparable listings;
• apply the photos, description, contact details, and offer you submit through the portal, subject to Section 6;
• give you access to a dashboard reporting how travelers interacted with your card — how many saw it and how they voted — reported accurately and without inflation;
• keep the portal reasonably available, and restore it promptly if it goes down; and
• give you at least 30 days’ notice by email before reducing a material feature of your plan or raising your price.

We provide the service “as is.” We do not promise uninterrupted or error-free operation, and we do not promise any particular level of traveler traffic.

4. What we do not promise

We do not guarantee any number of views, swipes, clicks, calls, visits, reservations, bookings, customers, or revenue. TripRelay is an advertising placement, not a sales channel with guaranteed outcomes. Traveler behavior depends on many factors outside our control, including your own pricing, reviews, location, seasonality, and the quality of the material you give us.

Dashboard metrics describe activity inside TripRelay only. They are not a promise of future performance, and no statement by us — in a sales call, in the portal, or in marketing — creates a performance guarantee.

5. Placement, ranking, and disclosure

Paid plans control how your card presents — your photos, your words, your badge and offer. Paid plans do not buy ranking: we do not sell position in traveler results, and a paid plan does not cause your business to be recommended over an unpaid one in the swipe deck or in a generated itinerary. We may change how results are ordered at any time to serve travelers.

We disclose paid relationships to travelers where required and where it is the honest thing to do — for example, by labeling partner cards. You agree not to ask us to remove or obscure that disclosure, and not to describe TripRelay to the public in a way that implies we guarantee placement or endorsement we have not given.

6. Your content and the license you give us

“Partner Content” means anything you provide or upload — your business name, logo, photos, menus, descriptions, offers, hours, and contact details.

You grant TripRelay a non-exclusive, worldwide, royalty-free license to host, store, reproduce, resize, reformat, and display Partner Content in connection with advertising your business on TripRelay and in TripRelay’s own marketing of the service (for example, showing your card in a screenshot). This license lasts while your subscription is active and for a reasonable wind-down period after it ends, plus retention in backups.

You represent and warrant that:

• you own Partner Content or have all rights needed to license it to us, including rights from photographers and from any person identifiable in a photo;
• Partner Content is accurate and not misleading, and any offer you publish is one you will honor on the terms stated; and
• Partner Content does not infringe anyone’s rights or violate any law.

We may decline or remove Partner Content that we reasonably believe is inaccurate, unlawful, infringing, offensive, or harmful to travelers’ trust in TripRelay. If we remove something, we will tell you why and give you a chance to replace it.

7. TripRelay’s property

TripRelay owns TripRelay: the software, the website and apps, the design, the brand and trademarks, the place database, the itinerary generation system, the aggregated traveler data, and everything else we create. Your subscription buys advertising placement and portal access — it does not transfer or license any ownership in our technology, data, or intellectual property to you.

Dashboard metrics about your own business are yours to use for your own purposes. Aggregated and anonymized data about traveler behavior across TripRelay is ours. You may not scrape TripRelay, reverse engineer it, or resell access to it.

You may say publicly that you are a TripRelay partner and use our name and logo to do so, following any brand guidance we give you. We may list your business name and logo as a partner in our marketing. Either of us can withdraw that permission in writing, and the other will stop within 30 days.

8. Payment

• Billing. Subscriptions are billed monthly in advance through our payment processor (Stripe). The first charge is due when you subscribe; each renewal charge is due on the same day of the following month.
• Card on file. You authorize us to charge your payment method automatically for each renewal until you cancel.
• Failed payments. If a charge fails, we may retry it and may pause your paid features until payment succeeds. If payment remains unpaid for 14 days, we may cancel the subscription.
• Taxes. Prices exclude any applicable sales or use taxes, which are your responsibility.
• Price changes. We may change plan prices with at least 30 days’ notice by email. The new price applies to renewals after that notice period. If you don’t want the new price, cancel before it takes effect.

9. Term, renewal, and cancellation

• Term. This Agreement starts when you accept it and continues for as long as you have an active subscription.
• Renewal. Subscriptions renew automatically each month until cancelled. There is no minimum commitment and no long-term contract.
• Your cancellation. You can cancel anytime from the Manage billing link in your portal, or by emailing partners@triprelay.app. Cancellation takes effect at the end of the current paid month. Your paid features stay live until then.
• Our cancellation. We can end this Agreement with 30 days’ notice for any reason, or immediately if you breach it, if your content creates legal risk, or if you use TripRelay in a way that harms travelers. If we end it without cause, we refund the unused portion of the month.
• After it ends. Your paid features and portal access turn off. Your business may still appear in TripRelay as an ordinary unpaid place listing, presented from our own data — not from Partner Content.

10. Refunds

Subscription fees are non-refundable, including for partial months and for periods where you did not use the portal. Two exceptions: (a) if we cancel without cause under Section 9, we refund the unused portion of that month; and (b) if we materially fail to provide what Section 3 promises for more than seven consecutive days and can’t fix it after you tell us, we refund that month. Nothing here limits your rights under any law that cannot be waived.

11. Confidentiality

Each of us may learn non-public information about the other — pricing you were quoted, unreleased features, business plans, performance data. Each of us agrees to keep the other’s non-public information confidential, use it only to perform this Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law (with notice to the other party where permitted). These obligations last two years after this Agreement ends.

12. Limitation of liability

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost customers, lost data, or business interruption — even if told such damages were possible.

TripRelay’s total liability under this Agreement, for all claims combined, will not exceed the amount you actually paid TripRelay in the twelve months before the event giving rise to the claim. These limits do not apply to your payment obligations, to either party’s indemnification obligations under Section 13, or to liability that cannot be limited by law.

13. Indemnification

You will defend, indemnify, and hold harmless TripRelay and its owners, employees, and contractors from any third-party claim, and resulting damages, judgments, settlements, and reasonable attorney fees, arising out of: (a) Partner Content, including any claim that it infringes intellectual property or publicity rights; (b) your breach of this Agreement or of the representations in Section 6; (c) an offer you published and did not honor; or (d) your products, services, premises, or conduct toward travelers.

We will defend, indemnify, and hold you harmless from any third-party claim that the TripRelay platform itself (excluding Partner Content) infringes that party’s intellectual property rights.

The party seeking indemnification must promptly notify the other, let the other control the defense, and cooperate reasonably. The indemnifying party may not settle in a way that admits fault by the other party without consent.

14. Disputes, governing law, and venue

Talk to us first. If a dispute comes up, the party raising it will send the other a written description and the two of us will try in good faith to resolve it within 30 days before filing anything. This step does not apply to a request for an injunction to protect intellectual property or confidential information.

Governing law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Venue. Any lawsuit arising out of or relating to this Agreement must be brought exclusively in the state courts located in Philadelphia County, Pennsylvania, or in the United States District Court whose district includes Philadelphia County, Pennsylvania. Both parties consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.

Jury trial and class actions. Each party knowingly and voluntarily waives any right to a jury trial. Each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

Time limit. Any claim under this Agreement must be filed within one year after it arises, or it is permanently barred, unless applicable law forbids shortening that period.

15. General

• Independent parties. We are independent contractors. This Agreement does not create a partnership, joint venture, employment, or franchise relationship, and neither party may bind the other.
• Changes. We may update this Agreement. If a change is material, we’ll email you at least 30 days before it takes effect; continuing your subscription after that date means you accept the updated Agreement. If you don’t accept it, cancel before the effective date.
• Assignment. Neither party may assign this Agreement without the other’s written consent, except that either may assign it to a successor in a merger or sale of substantially all assets.
• Entire agreement. This Agreement, plus the plan descriptions in the portal and the Privacy policy, is the entire agreement about advertising on TripRelay, and replaces any prior discussions, proposals, or sales statements.
• Severability and waiver. If any provision is unenforceable, the rest stays in effect and the unenforceable part is narrowed to the minimum extent needed. Not enforcing a right once doesn’t waive it later.
• Notices. Notices to you go to the email address on your account; notices to us go to partners@triprelay.app. Email notice counts as written notice.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, excluding payment obligations.
• Survival. Sections 6 (license and warranties), 7, 10, 11, 12, 13, 14, and 15 survive termination.

16. Questions

Email partners@triprelay.app. If something in this Agreement is unclear, ask before you subscribe — we would rather explain it now than argue about it later.