VENDOR AGREEMENT

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In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

TERMS AND CONDITIONS APPLICABLE TO VENDORS 

This Agreement sets out the terms and conditions that govern the Vendor's access to and use of ChillUP’s children's activity platform at or referenced in URL: https://chillup.app, including any subdomains thereof, and any other websites through which ChillUP makes the Services available (collectively, the “Website”), our mobile application, and application program interfaces (collectively, the “Application”) and all associated services. 

The Website, Application and Services together and hereinafter are collectively referred to as the “Platform”). This Agreement supplements the [Terms of Use], Privacy Policy, [Payment Terms of Service], and other policies applicable to your use of the Platform, each of which are incorporated by reference into this Agreement. The Vendor acknowledges and agrees that all such use is subject to the terms and conditions of this Agreement, [the Terms of Use], [the Payment Terms of Service] and the Privacy Policy.

 ACCOUNT AND ACTIVITY LISTINGS ON THE CHILLUP PLATFORM 

The Vendor agrees to create an account ("Account") with ChillUP in order to represent its business on the Platform and to have the ability to upload, review, and update Content (as defined below) on the Platform. 

In connection with the Account, the Vendor will create a password which will be used to access the Account and the Vendor acknowledges and agrees that it must hold such password in confidence and be solely responsible for any disclosures of the password or use thereof by any person whether such person is authorised by the Vendor or is an unauthorised third party. 
We reserve the right to disable any password upon our reasonable belief that the security with respect to such password has been or will be compromised. 
The Vendor is responsible for all activities that occur in connection with its Account and all necessary licences, approvals and consents, if any, which are required for the Activities it provides.
The Vendor agrees to notify us immediately of any unauthorised use of its Account. 
We reserve the right to close the Vendor's Account at any time with prior written notice. 
The Vendor confirms that all information which it provides for the purposes of creating or modifying its Account shall be truthful, complete, and accurate information about its business.
The Vendor also agrees to provide all information which we request for the purposes of listing the Activities on the Platform including, without limitation, with respect to each Activity listed on the Platform, a description of the activity, the price, the location, the duration, photographs, trademarks, logos, and any risks, restrictions or policies which might apply. 
The Vendor acknowledges that all fees for classes listed on the Platform must be posted in Bahraini Dinars (BHD). 
The Vendor acknowledges that we reserve the right to prohibit or restrict the Vendor from providing some Activities. Activities that are likely to be prohibited or restricted include but are not limited to those that: (i) promote products or services unrelated to Activities; (ii) promote dangerous, illegal, harmful, or offensive activities; or (iii) fail to conform to any formatting or other technical specifications provided to you by us. 

RIGHTS AND OBLIGATIONS OF THE VENDOR 
The Vendor agrees to:

accommodate and satisfactorily fulfil Activities which are booked by a Purchaser via the Platform (“Bookings”); 
use its best endeavours to ensure the Activities it provides are provided to a high standard;
use personnel who are adequately trained to ensure the Activities can be provided in a safe manner;
notify us with reasonable advance notice in writing (including by email) of changes to the specifications and prices of any Activities which it lists on the Platform;
promptly respond (in no event to exceed three business working days from the time of a request or an inquiry) to our or a Purchaser’s request or inquiry with respect to the availability of an Activity or its schedule;
not list any Activity on the Platform at a price that is higher than the price for the same Activity offered to the general public outside of the Platform; and
be fully and solely responsible for any and all damages, injuries, illnesses, liabilities, claims, and costs and expenses suffered by or in respect of any person or entity, caused in whole or in part by the Vendor, its staff or the Activities and services which it provides. 

VENDOR CONTENT
ChillUP, in its sole discretion, consents to the Vendor submitting, posting, uploading, publishing, or transmitting any text, images, photos, video, audio, location data, graphics, logos, information, and all other forms of communication or data, including any of your copyrighted materials, on the Platform (“Content”). 
By making available any Content through the Platform, the Vendor automatically grants (and represents and warrants that it has the right to grant) to ChillUP and its affiliates and successors, a Regional (defined below), irrevocable, non-exclusive, fully paid, royalty-free licence, with the right to sublicense, publicly display, reproduce, reformat, use, adapt, distribute, broadcast, access, view, and otherwise exploit such Content on or by means of the Platform. For the purpose of this Agreement “Regional” means “Gulf Cooperation Council countries namely United Arab Emirates, Kingdom of Saudi Arabia, State of Kuwait, State of Qatar, Kingdom of Bahrain and Sultanate of Oman.
ChillUP does not claim any ownership rights in any of the Vendor's Content and nothing in this Agreement will be deemed to restrict any rights that the Vendor may have to use and exploit any such Content. 
The Vendor irrevocably grants the users of the Platform the right to access, display, view, and store Content in connection with their use of the Platform. 
The Vendor irrevocably waives, and agrees to cause to be waived, any claims and assertions of moral rights or attribution against ChillUP and the users of the Platform with respect to the Vendor's Content which may arise in the future.
The Vendor represents and warrants that it owns, or has the necessary consents and releases to use and authorise the use of, the Vendor's Content and that the public posting and use of the Vendor's Content by ChillUP will not infringe or violate the rights of any third party or, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 
The Vendor further acknowledges and agrees that it is solely responsible for, and ChillUP assumes no liability for, the truthfulness, accuracy, and completeness of the Vendor's Content which it makes available or posts on the Platform. The Vendor agrees to assume any and all risks associated with all Content it makes available on or by means of the Platform, including, without limitation, any Purchaser’s reliance on its accuracy, completeness, quality, usefulness, or reliability.
The Vendor acknowledges and agrees to promptly correct any untruthful, inaccurate, or incomplete content in its Content through the functionality of the Platform. 
The Vendor acknowledges that ChillUP does not guarantee that the Vendor's Content will be made available on the Platform and that ChillUP does not have any obligation to monitor the Platform, however, ChillUP reserves the right (but is not obliged) to correct or edit any Content the Vendor posts in relation to its Activities, in ChillUP's sole discretion, if ChillUP believes it to be untruthful, inaccurate, or incomplete and to provide the Vendor notice of the same in writing (including by email). 

REVIEWS AND PURCHASER FEEDBACK 
The Parties agree that:
ChillUP will, in its sole discretion, solicit feedback and reviews from Purchasers who use the Platform. 
A Purchaser’s feedback with respect to, and review of, the Vendor, the Vendor's Activities, the Vendor's services or staff or any other matter (a “Review”) may be made available to the general public through a posting on the Platform and, in ChillUP's sole discretion, such feedback and reviews may be made available directly to the Vendor. ChillUP monitors all reviews prior to their posting on the Platform in order to assess their relevance and appropriateness. 
In ChillUP's sole and absolute discretion, we may remove any Purchaser feedback or review, only if they are offensive or inappropriate. 
If the Vendor would like to report an irrelevant or inappropriate Review, please notify ChillUP at [email protected]. 

The Vendor acknowledges and agrees:
 that the Vendor and ChillUP have no control over any Reviews posted about the Vendor or the Vendor's Activities by Purchasers on the Platform. 
ChillUP shall have no liability to the Vendor and the Vendor hereby releases ChillUP, its subsidiaries, affiliates, any related companies, joint ventures, and partners, and the officers, directors, members, employees, agents, and representatives of each of them from any and all claims, damages, and liabilities in respect of any feedback or review posted by Purchasers. 

PAYMENT OF FEES AND TAXES 
In consideration of ChillUP providing the Services, the Vendor hereby agrees to pay ChillUP the fees and commissions set forth in the [Package Option] section of the Vendor's account registration page or as agreed upon from time to time in writing (including by email) between the Parties (the “Vendor Fees”). 
The Vendor Fees may be amended, modified, or supplemented from time to time in writing (including by email) between the Parties. 
The Vendor hereby authorises ChillUP to collect the total amount of any registration or other fees and expenses paid by the Purchaser related to the Activities which the Vendor lists on the Platform (the “Gross Payment”). 
The Vendor acknowledges that ChillUP will charge the Purchaser’s credit/Debit card via a payment gateway chosen at the sole discretion of ChillUP (“Payment Gateway”) in accordance with the [Payment Terms of Service] (available at: https://ChillUP.app/) and will remit the Gross Payment to the Vendor once a month by wire transfer after deducting the Vendor Fees as provided in Schedule 1 (“ChillUP Balance"). 
The ChillUP Balance each month shall only include such payments that have actually been received by ChillUP. The Vendor acknowledges and agrees that ChillUP shall not be expected to remit to the Vendor any amount which it does not receive. ChillUP shall not be responsible for any delays at the Payment Gateway or banking systems being used by the Purchaser or either of the Parties.
The Vendor acknowledges and agrees that any Gross Payment that is not cleared by the Payment Gateway at the time of the ChillUP Balance payment but is received at a later date or time, shall be adjusted and paid as part of the ChillUP Balance in the subsequent monthly payment. 
The payment of the ChillUP Balance shall be deemed to be the full and final payment by ChillUP for the [relevant month in which it is paid]/[preceding month of the date in which payment is made] and ChillUP shall not be responsible for any further regulatory payments applicable to the Vendor in relation to the Vendor Payment for the month. 
All payments made by ChillUP to the Vendor will be made in Bahraini Dinars (BHD). 

CANCELLATIONS, REFUNDS, AND CREDITS 
The Vendor acknowledges that ChillUP offers Purchasers an option to cancel Bookings 2 hours after the Booking is made (“In-app Cancellation Time”). 
If a Booking is cancelled within the In-app Cancellation Time, the Purchaser is eligible to receive in-app credits (“Purchaser In-app Refund”) for the total sum of the payment already paid to ChillUP for the relevant Booking. 
If the money paid for the Booking is received by ChillUp, the same shall be added to the Vendor Balance and paid out as part of the Vendor Balance payment each month. 
Any cancellation made by a Purchaser after In-app Cancellation Time (“Vendor Refund”) that is received by ChillUp will be added to the Vendor Balance and paid to the Vendor in accordance with clause (6) above.
For any Vendor Refund, the Vendor absolves ChillUP of any responsibility or payments due and agrees to transact with the Purchaser independently and at the sole discretion of the Vendor as per the Vendor's refund policies (“Vendor Policies''). 
The Vendor agrees to keep ChillUP informed of its Vendor Policies in relation to such Vendor Refunds in writing (including by email). 
The Vendor acknowledges that any cancellation request from a Purchaser which is received after 2 hours of when the Booking is made will have to send a refund request through ChillUP and contact the Vendor to arrange for the refund to be processed offline. The payment done through the Application will go to the Vendor when the booking transaction is completed. 
In the event that the Vendor chooses to cancel or is unable to provide a confirmed Booking of an Activity, The Vendor will be solely responsible for contacting each Purchaser who is enrolled for such Booking to inform the Purchaser of the cancellation. In such case, the Vendor will be liable to pay ChillUP’s Commission Payment (which ChillUP will deduct from any future payments to the Vendor). 
The Vendor acknowledges and agrees that any fees charged by ChillUP to the Vendor (after payment credited to your account) are non-refundable, even in the case of a cancellation. 

BREACHES, TERM AND TERMINATION 
This Agreement will be effective and in full force [from the Effective Date]/[as of the earliest of the date on which you begin using the Platform or the Services, the date on which you create an account on the Platform or the date on which you accept the terms of conditions of this Agreement by signing the Commission Schedule or by electronically accepting this Agreement]. 
The Vendor acknowledges that its failure to respond to ChillUP or a Purchaser’s request or inquiry in a timely manner (on 3 or more occasions) will be adverse to ChillUP and the Platform and, accordingly, ChillUP shall be eligible to take any and all action as it deems appropriate, in its sole discretion, to address such failure, with such actions including, without limitation, ChillUP’s ability to remove the Vendor from the Platform, to terminate this Agreement and requiring the Vendor to provide monetary or other reimbursement or compensation to a Purchaser. 
ChillUP may terminate this Agreement for any reason whatsoever including but not limited a breach or breaches of this Agreement upon providing seven (7) days' notice in writing (including by email) to the Vendor. 
In the event of such termination by ChillUP, ChillUP shall pay to the Vendor any Fee Payments accrued and due and payable to the Vendor up to and including the date of such termination. 
In the event of such termination by you, you shall continue to provide those Activities to any Purchaser having already made such purchase up to and including the date of such termination. 
The Vendor acknowledges that ChillUP may, in its sole discretion, revoke the Vendor's access to the Platform or right of use of the Platform and the Services at any time immediately upon ChillUP providing notice by email to you, in the event that you breach this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, you do not cure such breach within three (3) days after receipt of notice by email of such breach. ChillUP shall have no liability to the Vendor for any discontinuance described above. 
Any suspension, termination or cancellation of this Agreement will not affect the Vendor's obligations to ChillUP under this Agreement (including, without limitation, liability obligations, indemnification, and limitation of liability), which are intended to survive such suspension, termination, or cancellation. 
After any termination by the Vendor or ChillUP, the Vendor acknowledges and agrees that ChillUP shall have no further obligation to provide access to the Vendor of the Platform or the Services. 
Upon termination, all licences and other rights granted to the Vendor by ChillUP will immediately cease and ChillUP will not be liable to the Vendor or any third party for termination of the Platform or the Services or of your use of the Platform. 
INTELLECTUAL PROPERTY 
The Vendor acknowledges the following:
All software used on the Platform is either the property of ChillUP or its software suppliers and is either protected by Bahraini or international copyright laws and other applicable laws. 
ChillUP owns the Platform, its trademarks, service marks and domain names displayed on the Platform (unless otherwise noted), whether registered or unregistered, and all text, logos, photographs, graphics, images, music, software, audio, video, location data, information or other materials, and all other forms of data or communication (other than the Vendor's Content and any other Content supplied to us by third parties) (collectively, the “ChillUP Content”). 
Except as expressly provided in this Agreement, ChillUP and its licensors exclusively own all right, title, and interest in and to the Platform and in the ChillUP Content, including all associated intellectual property rights. 
The Vendor represents and warrants that it will not remove, alter, conceal, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, nor shall it use, sell, transfer, reproduce, download, distribute, publicly display, edit, publish, copy, print, licence or create derivative works from any of the ChillUP Content without the prior written consent of ChillUP. ChillUP will also maintain sole editorial control over the Platform and the Services, including the presentation style and method of the Vendor's Content.
 

CONFIDENTIALITY 
The terms and conditions of this Agreement shall be kept in strict confidentiality by the Parties hereto and shall not be disclosed to third parties except as may be required by any court order or governmental agency, or as mutually agreed upon in writing by the Parties, or made to a party’s accountants, auditors, consultants and legal counsel.
The Parties acknowledge that, in the context of this Agreement, they may receive valuable and important proprietary and other business information belonging to the other party such as trade secrets, intellectual property rights, pricing and use policies, compensation structures, proprietary information, marketing methods and strategies, various processes or procedures, and other confidential information which unless previously made public shall be considered as confidential (“Confidential Information”). 
The Parties undertake to hold in strictest confidence, and not to use or disclose to any third party such Confidential Information, with the exception of the disclosure of such information to employees, associates of the parties, or affiliates thereof to the extent necessary for the execution of the obligations mentioned herein. The Parties shall ensure that all aforementioned persons shall be bound by a secrecy obligation.
As a remedy at law for any breach of the provisions of this section will be inadequate, in addition to any and all other remedies available to ChillUP, ChillUP shall have the remedies of a restraining order, injunction, or other equitable relief to enforce the provisions hereof. The Vendor agrees that the issues in any action brought under this section will be limited to claims under this section and all other claims or counterclaims under other provisions of this Agreement will be excluded. 

INDEMNIFICATION AND RELEASE 
The Vendor hereby acknowledges and agrees to defend, release, indemnify, and hold ChillUP, its subsidiaries, affiliates, any related companies, joint ventures, and partners, and the officers, directors, members, employees, agents, and representatives of each of them harmless from and against any and all claims, liabilities, damages, losses and expenses, including, without limitation, all legal fees and expenses, arising out of or resulting from (i) the Vendor's access to or use of the Platform and the Services; (ii) the Vendor's Content; (iii) the Vendor's interaction and relationship with a Purchaser in a class or Activity provided by the Vendor; (iv) the Vendor or the Vendor's employee's breach or violation of this Agreement; (v) any services, classes or activities provided by the Vendor to a Purchaser resulting from the Vendor's use or Purchaser’s use of the Platform or the Services; or (vi) the infringement by the Vendor, or any third party using the Vendor's account, of any intellectual property or other right of any person or entity. This provision shall survive the termination of this Agreement. In the event that the Vendor has a dispute with a Purchaser, the Vendor agrees to release ChillUP (and our officers, directors, members, agents, parent, subsidiaries, joint ventures, related companies, agents, representatives, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute(s). 

NATURE OF RELATIONSHIP BETWEEN THE PARTIES 
Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise, agency or any other similar relationship between the parties. 

GOVERNING LAW 
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Kingdom of Bahrain without giving effect to any choice or conflict of law provision or rule (whether of the Kingdom of Bahrain or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Kingdom of Bahrain. 

MODIFICATION
Any amendments or modifications to this Agreement must be in writing and signed by both Parties.

DISPUTE RESOLUTION AND BINDING ARBITRATION 
The Vendor and ChillUP agree to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim relating to this Agreement. 
In the event of a dispute between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement, or any term thereof, the Parties hereto agree that they shall use their best efforts to settle such dispute amicably. If they fail to reach an amicable solution within a period of 30 (thirty) days, then such dispute shall be referred to arbitration by one arbitrator in accordance with the Arbitral Rules of the Bahrain Chamber for Dispute Resolution (BCDR-AAA) in the Kingdom of Bahrain. The Arbitration shall take place in Bahrain and the language of Arbitration shall be English. 

MISCELLANEOUS 
Any notices or other communications permitted or required under this Agreement or otherwise will be made in writing via email. 
All notices and communications sent to ChillUP shall be sent to [email protected] or any other e-mail address the details of which may be provided to the Vendor by ChillUP in writing (including by email). All notices and communications sent to the Vendor shall be sent to the Vendor's email address as stated in the Vendor's account set up on the Platform.
The Vendor hereby agrees to provide immediate written notice to ChillUP of any change to its email address. For notices and communications sent by email, the date of receipt of such notice or communication shall be deemed the date on which such notice or communication is transmitted, or if such date is a non-business day, on the immediately succeeding business day. 
The Vendor agrees that at no time shall it opt-out of receiving any email or other electronic communications from ChillUP. 
This Agreement and all rights and duties hereunder are personal to the Parties and will not, without the prior written consent of the other party, be assigned, sub-licensed, delegated, or otherwise encumbered by the other party or by operation of law. Any assignment in violation of this section shall be void. 
The Vendor acknowledges that ChillUP shall have the right to assign or transfer this Agreement without restriction. 
This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns. 
This Agreement, together with the [Terms of Use], [Payment Terms of Service], and the Privacy Policy, constitutes the entire agreement between the Vendor and ChillUP and this Agreement, together with the [Terms of Use], [Payment Terms of Service], and the Privacy Policy, supersedes and replaces any and all prior agreements and understandings (whether written or oral) between the Vendor and ChillUP regarding the Services and the Platform, and all matters related thereto, including, without limitation, the Vendor's use of the Platform and the Services. 
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 
No failure to exercise and no delay in exercising, on the part of the ChillUP, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.