Partner Merchant Agreement

1. Parties and Scope

This Agreement is entered into between Tripsi (“Tripsi,” “we,” “us”) and the legal entity identified in your merchant account registration. If you access Tripsi Partners on behalf of a company, partnership, or organization, you represent and warrant that you have full legal authority to bind that entity to this Agreement.

The Partners Platform provides tools allowing businesses to claim and manage listings, publish real-time promotions, generate and validate discount coupons, configure team access, and review engagement analytics across Tripsi mobile and web applications.

2. Merchant Account and Authorized Access

• Access to Tripsi Partners is secured via one-time passcode (OTP) delivered to authorized business email addresses.
• You are solely responsible for all actions taken under your merchant account, including changes made by team members with configured access.
• You must promptly notify Tripsi at partners@tripsi.app if you suspect unauthorized access or compromise of your authorized credentials.

3. Listing Accuracy and Content Warranties

You warrant that all information provided regarding your business, including operating hours, physical branch locations, contact numbers, dietary labels, pricing, and menus, is accurate, up to date, and compliant with applicable advertising laws.

You grant Tripsi a worldwide, non-exclusive, royalty-free license to host, display, adapt, and distribute your business name, logos, trademarks, and uploaded imagery across Tripsi discovery platforms and marketing channels.

You represent and warrant that you own or possess all necessary copyright, trademark, and publicity licenses for all photos, logos, and promotional assets you upload, and that such media does not infringe any third-party intellectual property rights.

4. Promotion and Coupon Fulfillment Covenant

The integrity of Tripsi’s discovery network depends on consumer trust. By publishing any promotion or coupon on Tripsi, you irrevocably covenant and agree to the following fulfillment standards:

• Honor Valid Claims: You agree to honor all valid, unexpired coupons presented by Tripsi users that satisfy the explicit terms and minimum spend requirements configured in your campaign.
• No Hidden Surcharges or Discrimination: You will not impose undisclosed surcharges, fees, service penalties, or inferior service on customers redeeming Tripsi promotions or coupons.
• Staff Training: You are responsible for instructing your on-site staff, cashiers, and managers regarding active Tripsi offers and QR code verification procedures.
• Inventory and Availability: If a promotional item or discount is temporarily unavailable due to stock depletion, you must promptly pause or terminate the campaign in the portal.
• Material Breach: Repeated or unjustified refusal to honor valid Tripsi coupons constitutes a material breach of this Agreement and grounds for immediate removal from the platform, forfeiture of partner standing, and indemnification of consumer claims.

5. Regulatory Compliance and Health Standards

You maintain sole and exclusive legal responsibility for complying with all municipal, sanitary, health, liquor, and consumer protection laws governing your physical premises and offerings (including the regulations of ACODECO and MINSA in the Republic of Panama, or equivalent authorities in operating territories).

Tripsi is an informational discovery and promotional intermediary, not a food preparer, hotelier, or tour operator. Tripsi assumes no liability for food safety, allergen disclosures, beverage service, room conditions, or physical premises safety.

6. Commercial Fees, Billing, and Taxes

Certain features, boosted visibility placements, or premium promotional tiers may be subject to subscription or performance-based fees as agreed in your commercial order form or portal dashboard.

You are solely responsible for calculating, collecting, reporting, and remitting all applicable sales, value-added, or consumer taxes (such as ITBMS) associated with goods and services sold to customers.

7. Indemnification

You agree to defend, indemnify, and hold harmless Tripsi, its parent entities, affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your breach of any term, warranty, or covenant in this Agreement;
• Any refusal to honor valid coupons, discounts, or promotions presented by users;
• Any food safety, sanitary, health, personal injury, or property damage claim arising at or in connection with your establishment;
• Any allegation that content, logos, or photos uploaded by your business infringe third-party copyright, trademark, or publicity rights; or
• Your violation of any applicable consumer protection, fair trade, or commercial regulations.

8. Suspension and Termination

Either party may terminate this Agreement at any time upon written notice or by closing the merchant account, subject to fulfillment of all active coupon obligations outstanding at the time of termination.

Tripsi reserves the right to immediately suspend or revoke portal access and delist your locations if we detect fraudulent activity, unhonored promotional complaints, regulatory non-compliance, or reputational harm to the platform.

9. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Republic of Panama, without regard to conflict-of-law principles.

Any dispute arising out of or in connection with this Agreement shall be resolved through good-faith commercial negotiation. If informal resolution is not achieved within thirty (30) days, disputes shall be submitted to the competent courts of Panama City, Republic of Panama.

10. Partner Support Contact

For inquiries regarding merchant operations, commercial agreements, or billing, contact partners@tripsi.app.