Vendor Distribution & Listing Addendum

Last Updated: 4/21/2026

This Vendor Distribution & Listing Addendum ("Addendum") is entered into between the applicable supplier, operator, or vendor ("Vendor", "you") and All Seen LLC d/b/a TripWays ("TripWays", "we", "us"). This Addendum governs Vendor content and listings distributed through TripWays channels, including partner channels such as search and map surfaces.

This Addendum is in addition to any existing supplier contract, marketplace contract, or onboarding agreement between Vendor and TripWays. In case of conflict, this Addendum controls for distribution, content rights, and feed compliance obligations.

1) Scope of Services

TripWays operates a curated marketplace and may:

• host and display Vendor listings on TripWays properties;
• transform listing metadata for quality, formatting, and policy compliance;
• distribute approved listings to third-party channels, including Google Things to Do and similar partner programs.

TripWays may include or remove listings from distribution channels at any time for policy, legal, quality, operational, or commercial reasons.

2) Vendor Content Ownership and License to TripWays

Vendor retains ownership of Vendor-provided content (including titles, descriptions, images, pricing data, policies, and availability data), subject to rights granted in this Addendum.

Vendor grants TripWays a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to:

• host, reproduce, store, cache, adapt, format, translate, publish, publicly display, and distribute Vendor content;
• provide Vendor content to TripWays distribution partners for listing, display, ranking, ad rendering, and booking pathways;
• sublicense Vendor content for use by distribution partners’ users, including third-party developers, API users, and other authorized downstream users of a distribution partner’s tools, products, or APIs, so they may display or use Vendor content (including images) as part of those distribution surfaces and booking pathways;
• create derivative formatting outputs needed for feed specifications and partner compliance;
• retain archival records and compliance logs needed for dispute response, legal defense, and audit.

Fixed media; persistence. Vendor acknowledges and agrees that once Vendor content is distributed to third-party systems, it may be incorporated into “fixed media” (including screenshots, cached pages, promotional materials, archived videos, or similar formats) and may persist in caches, archives, and backup systems. Vendor agrees that the license in this Section 2 continues for any Vendor content already distributed into third-party systems to the extent technically and contractually necessary for those distributed uses (including fixed media, cached versions, and backup systems), even after Vendor’s listings are removed or Vendor’s relationship with TripWays ends.

3) Vendor Representations and Warranties

Vendor represents and warrants that:

• Vendor has all rights and permissions required to grant the licenses in this Addendum;
• Vendor content is materially accurate, lawful, and non-misleading, represents the reality of the Vendor’s business and the experience offered, and does not infringe third-party rights;
• Vendor pricing, availability, inclusions, and restrictions are kept current;
• Vendor content and fulfillment practices comply with applicable law, partner program rules, and TripWays quality requirements.

Vendor will promptly correct or remove any non-compliant content upon notice.

3A) Google Things to do and distribution partner standards

Where TripWays distributes Vendor listings to Google Things to do or similar partner programs, Vendor represents and warrants that all product data Vendor supplies for distribution—including titles, descriptions, images, and core listing fields—complies with then-current Google Things to do content policies and comparable partner rules. Without limiting the generality of the foregoing, Vendor acknowledges requirements commonly applied by such programs, including unique imagery (for example, one distinct primary image per product identifier where the program requires it) and prohibitions on promotional text, excessive marketing language, or watermarks in titles or images where those policies forbid them.

Failure to maintain compliant data may result in suppression, delisting, or feed-wide quality consequences. Vendor will cooperate promptly with TripWays remediation requests.

4) Feed Quality and Operational Requirements

Vendor acknowledges that distribution partner programs require ongoing feed quality and freshness. Vendor agrees to:

• maintain accurate inventory and booking eligibility data;
• provide commercially reasonable updates so TripWays can satisfy feed freshness windows;
• avoid prohibited promotional or misleading language in core listing fields;
• provide reliable destination/place data where required for discoverability.

TripWays may suppress or exclude listings that fail quality gates, including (without limitation) stale availability, missing mandatory attributes, unsupported product types, or unresolved policy flags.

5) Indemnity and Liability Allocation

Vendor will defend, indemnify, and hold harmless TripWays and its affiliates, officers, employees, contractors, and distribution partners (including, for example, Google and its affiliates and users, to the extent claims arise from Vendor Content or Vendor’s breach) from and against claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and defense costs) arising from or related to:

• Vendor content rights defects (including copyright, trademark, trade dress, publicity, privacy, and licensing claims);
• inaccurate or misleading Vendor content, pricing, or policy statements;
• Vendor breach of this Addendum, applicable law, or partner policy requirements.

To the extent TripWays incurs indemnification, defense, or legal-fee obligations to a distribution partner because of Vendor Content or Vendor’s breach, Vendor’s obligations under this Section are intended to align back-to-back with those TripWays obligations, subject to applicable law.

Uncapped IP indemnity. Notwithstanding anything to the contrary in any other agreement or understanding between Vendor and TripWays, Vendor’s indemnity obligations under this Section 5 are uncapped with respect to any claim alleging infringement or misappropriation of intellectual property or proprietary rights (including copyright, trademark, trade dress, rights of publicity, privacy rights in content, or other content-licensing defects) arising from or related to Vendor Content or Vendor’s breach of the warranties in this Addendum.

Vendor liability under this Section is primary as between Vendor and TripWays for Vendor-originated content and data.

5A) Set-off; withholding

To the extent permitted by law and without limiting TripWays’ other rights and remedies, TripWays may withhold, set off, and apply any amounts otherwise payable to Vendor against any amounts TripWays reasonably determines are owed by Vendor to TripWays or to TripWays’ distribution partners in connection with Vendor’s listings, Vendor Content, or Vendor’s breach (including, without limitation, costs, expenses, reasonable attorneys’ fees, settlements, judgments, chargebacks, penalties, and partner pass-through liabilities). TripWays may exercise this right whether or not the applicable claim has been finally resolved, and may continue withholding or set-off until the relevant matter is resolved and TripWays is made whole, subject to applicable law.

6) Compliance Actions and Suspension

TripWays may take immediate action for compliance or risk management, including:

• temporary suppression from one or more channels;
• permanent delisting from specific channels;
• request for additional rights evidence or attestations;
• suspension or termination of Vendor distribution access.

TripWays may continue retention of compliance logs and evidence records as reasonably required by legal obligations and dispute response needs.

7) Acceptance Records and Versioning

Vendor acceptance of this Addendum may be captured via electronic clickwrap, signed links, or equivalent digital workflow. TripWays may store acceptance metadata including:

• accepted version;
• acceptance timestamp;
• acceptance source and technical metadata (such as IP or token metadata).

These records form part of the parties' contractual evidence.

8) Term and Updates

This Addendum remains effective while Vendor listings are distributed through TripWays channels. TripWays may update this Addendum from time to time with a revised version date. Continued participation after notice, or explicit re-acceptance when requested, constitutes acceptance of updated terms.

9) Governing Law

This Addendum is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

10) Contact

All Seen LLC (TripWays)
131 Continental Drive, Suite 305
Newark, DE 19713
Email: [email protected]