By checking the agreement box during the sign-up process, you enter into this Sepi Vendor Services Agreement (the “Agreement”) with Sepi LLC, a Texas limited liability company based in Los Angeles, California. This Agreement takes effect upon your acceptance and incorporates the details you provide, such as your name and address. No manual signature or specific date of agreement is required; your acceptance during sign-up constitutes your agreement to these terms.

TERMS:
Introduction: Sepi LLC operates a travel experiences platform focusing on travel experiences, group trips, tours, museum entrance tickets, travel products, and more. The Vendor wishes to list and offer their services/products on the platform. 

Members must register an account to access and use many features of the Sepi Platform and must keep account information accurate.  As the provider of the Sepi Platform, Sepi does not own, control, offer or manage any Listing or Vendor Services.  Sepi is not a party to the contracts entered into directly between the Clients and the Vendors, nor is Sepi a travel agency or insurer or guarantor of any business relationship or outcome between Clients and Vendors.  Sepi is not acting as an agent or representative in any capacity for any Member, except as specified in the Payments Terms of Service (“Payment Terms”).

Sepi maintains other terms and policies that supplement the terms contained herein such as Sepi’s Privacy Policy, which describes Sepi’s collection and use of personal data, Vendor Policies and Sepi’s Payments Terms, which govern any payment services provided to Members by payment entities (collectively “Sepi Payments”).

Vendor is responsible for understanding and complying with all of Sepi’s Payment Terms, Sepi’s Privacy Policy, Vendor Policies and all laws, rules, regulations and contracts with third parties and Clients that apply to the Vendor Services. 
Services & Experiences: Vendor agrees to provide services and products related to travel (“Offerings”) which will be made available to users of the Platform. Offerings must adhere to all descriptions, images, and details provided by the Vendor during the listing process. 

3. Representations and Warranties: Vendor represents and warrants that: a) all Offerings are of high quality, safe, and comply with all applicable laws and standards; b) information provided about the Offerings is accurate and complete; and c) Vendor has the necessary rights and permissions to list and sell the Offerings on the Platform. 
4. Booking & Payments: The Platform will manage and facilitate bookings for the Vendor’s Offerings. Payments will be processed by the Platform. Disbursements to the Vendor will occur after deducting the Company’s commission and any applicable fees or charges. The Platform shall provide monthly statements detailing bookings, commissions, and net payouts. 
5. Commission: The Company will retain a commission of [15%] for every booking or sale made through the Platform. The Platform may also impose other fees as deemed necessary and will communicate such fees to the Vendor in advance. 
6. Annual Platform Fees:
   Annual Platform Fees are complimentary as of October 1, 2023.

Should Sepi institute an annual platform fee (and applicable Taxes) to Vendors and Clients for the right to use the Sepi Platform, Vendors will be notified in writing 90 days prior to the fee change. Except as otherwise provided on the Sepi Platform, annual platform fees are non-refundable. Sepi reserves the right to change the service fees and will provide members with 90 days’ notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change.

7. Cancellations & Refunds: Vendors must comply with the Platform’s cancellation and refund policies. Cancellations initiated by the Vendor without a valid reason may result in penalties. Refunds initiated due to the Vendor’s inability to provide the Offering or because of negative feedback may result in additional charges or fees against the Vendor. 
8. Quality Assurance & Feedback: Vendors must maintain high-quality standards for their Offerings. Regular checks and feedback analysis will be conducted by the Platform. Consistent negative feedback may result in the Vendor’s removal or suspension from the Platform. 
9. Dispute Resolution: The Vendor is encouraged to resolve any disputes with customers amicably and directly. If the dispute remains unresolved for more than [X days], the Platform may intervene to facilitate a resolution. In certain cases, an independent mediator or arbitration panel might be sought to address persistent disputes. 
10. Liability & Indemnity: Vendor is solely responsible for any claims, damages, or liabilities arising from their Offerings. Vendor agrees to indemnify and hold harmless the Company (including Sepi Payments, other affiliates, and their personnel) from any claims, damages, losses and or expenses arising out of Vendor’s operations, Offerings, or any breach of this Agreement or our Policies or Standards.
11. Termination: Both parties can terminate this agreement with [60 days] written notice. The Company can immediately suspend or terminate the Vendor’s access upon breach of any terms or due to consistent negative feedback. 
12. Member Violations: If (i) you breach these Terms, and or Sepi Policies, or Sepi Standards, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Sepi believes it is reasonably necessary to protect Sepi, its Members, or third parties, Sepi may, with or without prior notice:
    Suspend or limit your access to or use of the Sepi Platform and/or your account;
    Suspend or remove Listings, Reviews, or other Content;
    Cancel pending or confirmed bookings; 
    Suspend or revoke any special status associated with your account; or
    Terminate this Agreement.
13. Confidentiality: Both parties agree to treat all information regarding the other’s business operations, customers, pricing, and strategies as strictly confidential. 
14. Governing Law & Jurisdiction: This Agreement is governed by the laws of [State/ Country]. Any disputes arising out of this Agreement shall be resolved in the courts of [Specific Court or Jurisdiction]. 
15. Amendments: Any amendments to this Agreement must be in writing and signed by both parties. 
16. Entire Agreement: This Agreement and all attachments and/or exhibits, including the constitutes the entire agreement between the parties, superseding all prior communications. 
17. Acceptance: Upon signature by both parties, SEPI and ______ shall have agreed to and executed this Agreement by their authorized representatives as of the dates indicated below.