terms-vendor – BidPounce

This Vendor Terms of Service Agreement (“Agreement”) is made and entered into by and between BidPounce LLC, a Hawaii Limited Liability Company (“BidPounce,” “we,” “us,” or “our”) and the undersigned vendor, operator, merchant, activity provider, or service provider (“Vendor,” “you,” or “your”). By signing below, you agree to be bound by the terms and conditions set forth in this Agreement.

1. Purpose

BidPounce operates an online marketplace and reservation platform that connects customers with tourism, recreation, transportation, activity, and experience providers throughout the State of Hawaii and, in the future, throughout the United States.

Vendor desires to list, market, promote, and sell available services, inventory, reservations, tours, excursions, events, tickets, or related offerings through the BidPounce platform.

2. Relationship of Parties

Vendor is an independent contractor and not an employee, agent, partner, joint venturer, or franchisee of BidPounce.

BidPounce acts solely as a technology platform and intermediary for facilitating transactions between Vendors and customers. BidPounce does not own, operate, control, manage, supervise, or direct Vendor’s operations, personnel, vehicles, aircraft, vessels, facilities, equipment, services, or activities.

Vendor is solely responsible for all aspects of its business and services provided to customers.

3. Plan Options, Cancellation Policies & Commission Rates

Vendor may select either Option 1 or Option 2 for each individual reservation through the BidPounce platform. The selected option becomes legally binding for that reservation and must be honored by Vendor.

Option 1 – Standard Commission Plan (Non-Refundable)

Commission Rate: 10% of total transaction amount.
Once a reservation is accepted, confirmed, and documented in the platform, zero refunds, cancellations, credits, reversals, or commission waivers are permitted.
Vendor remains fully obligated to pay commissions regardless of customer cancellation, weather, mechanical issues, staffing shortages, force majeure events, or other circumstances.
Option 1 is a final-sale, non-refundable structure.

Option 2 – Flexible Cancellation Plan

Commission Rate: 20% of total transaction amount.
BidPounce cancellation and refund policy shall automatically mirror Vendor’s publicly published cancellation policy.
Cancellation window shall never be less than twenty-four (24) hours prior to service time.
Customers canceling within applicable cancellation periods receive refunds pursuant to Vendor policy.
Vendor shall not owe commission on properly canceled reservations under Option 2.

Important Notes For Both Options

Vendor selects Option 1 or Option 2 at time of reservation.
Authorized representatives may bind Vendor contractually.
Vendor is responsible for safeguarding all credentials and access.
Vendor shall only grant access to authorized personnel.

4. Payment Terms

Payment due within thirty (30) calendar days after service date (NET 30).
Vendor authorizes ACH debits and electronic withdrawals for commissions and fees.
Unpaid balances accrue interest permitted under Hawaii law.
Vendor responsible for collection costs, attorney fees, arbitration fees, and recovery expenses.
BidPounce may process and distribute customer payments through affiliated processors.

5. Recordkeeping

Vendor shall maintain complete and accurate records of all transactions through the BidPounce platform for a minimum of seven (7) years.

Customer names and contact information
Reservation dates and confirmation numbers
Service dates and times
Payment amounts
Cancellation and refund records
Internal reference numbers
Communications with customers
Proof of payment to BidPounce

6. Licenses, Insurance & Legal Compliance

Vendor warrants all licenses, permits, and authorizations required to operate.
Vendor shall maintain commercial liability insurance with minimum limits of $5,000,000.
BidPounce LLC and affiliates shall be named Additional Insureds.
Certificates of insurance shall be provided upon request.

7. Aviation Operator Requirements

Current and valid government-issued ID
Current FAA medical certificate
Current drug test compliance
Appropriate pilot certificate with required type rating
Current flight review
Compliance with all FAA regulations

8. Indemnification

Vendor shall defend, indemnify, and hold harmless BidPounce LLC and its members, managers, employees, agents, affiliates, and assigns from claims, damages, losses, liabilities, costs, and expenses arising from Vendor operations or services.

9. Force Majeure

BidPounce shall not be liable for delay, interruption, or failure to perform due to causes beyond reasonable control including disasters, severe weather, government actions, internet failures, cyberattacks, labor disputes, terrorism, or war.

10. Limitation of Liability

BidPounce cumulative liability shall not exceed total commissions actually paid for the transaction in dispute.

11. Fraud Protection

Vendor shall not engage in fraud, fake bookings, self-dealing, chargeback abuse, or any activity harming BidPounce, customers, or vendors.

12. Personal Guaranty

Guarantor personally and irrevocably guarantees all obligations of Vendor under this Agreement.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by Hawaii law. Disputes shall be resolved by binding arbitration in Honolulu County, Hawaii.

14. Term & Termination

Either party may terminate with thirty (30) days written notice. BidPounce may terminate immediately for breach, fraud, illegal activity, or non-payment.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

By signing below, Vendor acknowledges that it has read, understands, and agrees to all terms and conditions of this Vendor Terms of Service Agreement.

BidPounce LLC

Authorized Signature:

Name:

Title:

Date:

Vendor (Legal Entity)

Authorized Signature:

Name:

Title:

Date:

Guarantor (Individual)

Signature:

Printed Name:

Date: