Accommodation Provider Agreement

This Agreement is between:

Winkfluence Inc., a corporation organised under the laws of the State of Wyoming, USA, with its registered office at 30 N Gould St, Ste 22578, Sheridan, WY 82801, USA, trading as “Wink” (“Wink”, “we”, “us”); and

You, the accommodation provider identified in your registration (“you”, “the Accommodation Provider”).

By registering, listing supply, or accepting a Booking through the Platform, you agree to this Agreement.

Definitions
What Wink is, and is not
Your Supply
Distribution and channels
Fees and commission
Payment, payout and chargebacks
Operations
Content and intellectual property
Data protection and confidentiality
Term, suspension and termination
Liability
Indemnity
Compliance
General

1. Definitions

“Add-On” means any ancillary product or service you make sellable through the Platform, including but not limited to meeting rooms, restaurant covers, spa treatments, activities, attractions, transfers, perks and packages.

“Best Available Rate” means the lowest publicly available, unrestricted, commissionable rate for a given room type, date and occupancy that you or anyone acting for you offers through any channel, inclusive of Taxes.

“Booking” means a reservation for Supply made through the Platform and confirmed to the Guest.

“Booking Value” means the total amount payable by the Guest for a Booking, inclusive of Taxes and any fees you include in the rate.

“Demand Partner” means any Partner, Creator, Travel Agent, developer, platform or AI Agent that generates a Booking through the Platform.

“Guest” means the person who books or stays under a Booking.

“Materialised Booking” means a Booking under which the stay or service is actually delivered. Cancellations and no-shows are never Materialised Bookings.

“Partner Commission” means the amount payable to a Demand Partner on a Booking it generates, calculated under clause 5.3.

“Payment Terms” means the Accommodation Provider Payment Terms between you and TripPay Corporation, which you accept separately and which govern collection and payout.

“Platform” means the Wink websites, applications, Extranet, Booking Engine, Studio, Social, WinkLinks, Traveliko, REST API, hosted MCP server and related interfaces.

“Platform Fee” means 1.5% of Booking Value, payable to Wink under clause 5.1.

“Supply” means the rooms, rates, availability, Add-Ons, content and policies you make available through the Platform.

“Taxes” means all applicable taxes, levies, service charges, city or tourist taxes and governmental fees relating to the Supply.

“TripPay” means TripPay Corporation, a Wyoming corporation and wholly owned subsidiary of Winkfluence Inc., appointed by you as your limited payment collection agent under the Payment Terms.

2. What Wink is, and is not

2.1 Wink provides technology and commerce infrastructure. Wink connects your Supply to the channels able to sell it, and completes the booking and payment flow through the Booking Engine and TripPay.

2.2 Wink is not the provider of the accommodation or any Add-On, is not the merchant of record for the stay, and does not act as a travel agency or tour operator. The contract for the stay is formed directly between you and the Guest.

2.3 Except for the limited payment collection agency you grant to TripPay under the Payment Terms, nothing in this Agreement creates a partnership, joint venture, or principal-and-agent relationship between you and Wink, and neither party may bind the other.

2.4 Wink does not guarantee that any channel, feature or level of demand will be available or uninterrupted, and may add, change or withdraw Platform features.

3. Your Supply

3.1 You warrant that you have the right to offer all Supply you publish, and that rates, availability, descriptions, content and policies are accurate, current and bookable.

3.2 Add-Ons. You may make meeting rooms, restaurant covers, spa treatments, activities, attractions, transfers and other ancillaries sellable through the Platform. All provisions of this Agreement apply to Add-Ons as they apply to rooms, and references to a stay include delivery of an Add-On.

3.3 Rate parity. You will make your Best Available Rate available through the Platform. You may offer Wink or any Demand Partner a better rate, closed user group rate or promotion at your discretion. You may not offer a lower publicly available unrestricted rate through any other channel.

3.4 You set your own cancellation, no-show, deposit and refund policies, and you are solely responsible for applying them. Policies shown to the Guest at the time of booking govern that Booking.

3.5 You will honour every confirmed Booking on the terms shown at the time of booking, including where a rate was published in error. Wink has no liability for rate errors you publish.

3.6 Taxes. Your rates must include all applicable Taxes. You are responsible for determining, collecting, reporting and remitting Taxes, and you will indemnify Wink for any loss arising from inaccurate or omitted Taxes.

4. Distribution and channels

4.1 Activating your property makes Supply available across the Platform’s channels. You may enable or disable individual channels in the Extranet at any time.

4.2 Demand Partners may promote and sell your Supply. You set the Partner Commission percentage applicable to your property, subject to a default of 10% where you do not set one.

4.3 You keep the Guest relationship and the Guest data on every Booking, on every channel. Wink does not resell your Supply, does not mark up your rates, and does not present itself as the seller of the stay.

4.4 Third Party Integrators. Certain partners collect payment from Guests directly and act as merchant of record for those transactions. Each issues its own payment terms, which you must review and accept directly with that partner, separately from this Agreement and the Payment Terms. Wink is not a party to those terms and does not approve or guarantee them. For those Bookings, neither Wink nor TripPay collects, holds or disburses funds, and your recourse for non-payment is against that partner. A confirmed Booking remains valid notwithstanding any such payment dispute.

5. Fees and commission

5.1 Platform Fee. Wink charges 1.5% of Booking Value on each confirmed Booking.

5.2 Payment Collection Fee. TripPay charges 4.0% of Booking Value for payment collection and settlement, inclusive of card processing, under the Payment Terms.

5.3 Partner Commission. Where a Demand Partner generates a Booking, Partner Commission is calculated as the applicable percentage of the Booking Value less the Platform Fee and the Payment Collection Fee.

Worked example on a USD 100.00 Booking Value with a 10% Partner Commission:

Line	Amount
Booking Value	USD 100.00
Less Platform Fee (1.5% of Booking Value)	USD 1.50
Less Payment Collection Fee (4.0% of Booking Value)	USD 4.00
Subtotal	USD 94.50
Less Partner Commission (10% of Subtotal)	USD 9.45
Net Rate payable to you	USD 85.05

Where you generate the Booking yourself, no Partner Commission applies and the Net Rate payable to you is USD 94.50 on the same example.

5.4 Fees and Partner Commission are deducted at source before payout. Fees are exclusive of any taxes on the fees themselves.

5.5 Partner Commission is earned on Materialised Bookings only, and may be withheld or reversed on cancelled, refunded, fraudulent or non-compliant Bookings.

5.6 Wink may change fees or the default commission on 30 days’ written notice. Changes apply only to Bookings made after the effective date.

6. Payment, payout and chargebacks

6.1 Payment is collected from Guests by TripPay as your limited payment collection agent, under the Payment Terms which you accept separately. Payment by a Guest to TripPay discharges the Guest’s obligation to you.

6.2 Your name normally appears on the Guest’s card or bank statement for a Booking.

6.3 Net Rate becomes available for withdrawal within 24 hours of Guest check-in, or of delivery in the case of an Add-On, subject to verification.

6.4 Chargebacks and disputes. Where a Guest successfully disputes a payment, the disputed amount is reversed against you. If it has already been paid out, it is recovered from your next payout, and any shortfall carries forward until cleared.

6.5 Fraud carve-out. Wink absorbs the disputed amount where the dispute arises from confirmed payment fraud that you could not reasonably have prevented, including use of a stolen card or a compromised Guest account. This carve-out does not apply to disputes concerning the stay itself, the application of your policies, no-shows, service quality, or the accuracy of your Supply.

6.6 Representment. We will notify you promptly of any dispute. You will provide the folio, registration record and any other supporting evidence within five business days of that notice. Where you do not, the disputed amount is reversed against you regardless of clause 6.5.

7. Operations

7.1 Overbooking and relocation. If you cannot accommodate a Guest, you will notify us immediately, relocate the Guest to accommodation of equal or higher standard in the same area at your cost, and bear all associated costs including transport. We may deduct any cost or compensation we incur from amounts due to you.

7.2 You will notify us through the Extranet of any construction, renovation or other condition that may materially affect a Guest’s stay.

7.3 You will cooperate promptly with us on Guest complaints, incidents and suspected fraudulent Bookings, and will respond to any query within seven days.

7.4 Where we compensate a Guest because of your act or omission, you will reimburse us, and we may deduct the amount from your balance.

7.5 You will maintain adequate third-party liability insurance with a reputable insurer.

8. Content and intellectual property

8.1 You retain ownership of the content you supply. You grant Wink a worldwide, non-exclusive, royalty-free, sublicensable licence to host, reproduce, adapt, translate, publish and display that content to operate, promote and distribute your Supply, including through Demand Partners.

8.2 You warrant that you hold all rights necessary to grant that licence and that your content infringes no third-party right. You will indemnify Wink against any claim that it does.

8.3 Where you do not supply content, you authorise Wink to source it from your own website, and you accept responsibility for it.

8.4 Wink and its licensors retain all rights in the Platform and in the Wink, WinkLinks, Studio, TripPay and Traveliko marks. Nothing transfers any right to you.

8.5 You will not register or use any domain name confusingly similar to any Wink mark.

9. Data protection and confidentiality

9.1 Each party will comply with applicable data protection law in handling Guest personal data, and will implement appropriate technical and organisational security measures.

9.2 You will notify us of any security breach affecting Guest data without undue delay and in any event within 24 hours of becoming aware of it.

9.3 Where either party processes personal data on behalf of the other, the parties will enter into a data processing agreement, which forms part of this Agreement.

9.4 Each party will keep the other’s confidential information confidential, use it only for this Agreement, and return or destroy it on request. This does not apply to information that is public, already held, lawfully received, or required to be disclosed by law.

9.5 Data protection enquiries: [email protected]

10. Term, suspension and termination

10.1 This Agreement starts when you accept it and continues until terminated.

10.2 You may terminate at any time by deactivating your property in the Extranet. Wink may terminate on 30 days’ written notice.

10.3 Either party may terminate immediately on written notice if the other materially breaches this Agreement and fails to remedy within 14 days, becomes insolvent, or breaches applicable law.

10.4 Wink may suspend your access immediately where necessary to comply with law, prevent fraud, or protect Guests, Demand Partners or the Platform.

10.5 On termination you will honour all Bookings confirmed before the effective date at the rates reserved, and accrued payment obligations continue to be governed by this Agreement and the Payment Terms.

10.6 Clauses 3.6, 5, 6, 8, 9, 11, 12 and 14 survive termination.

11. Liability

11.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, data, goodwill or business.

11.2 Wink’s total aggregate liability under this Agreement in any 12-month period will not exceed the greater of the total Platform Fees you paid to Wink in that period, or USD 5,000.

11.3 Nothing limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited by law.

11.4 The Platform is provided “as is” and “as available”. Wink does not warrant uninterrupted or error-free operation.

12. Indemnity

12.1 You will indemnify Wink and its affiliates against any claim, liability, loss or expense, including reasonable legal costs, arising from your Supply, your content, your Taxes, your breach of this Agreement, or your breach of any law or third-party right.

13. Compliance

13.1 You will comply with all laws applicable to your property and its operation, including consumer protection, lodging, licensing, tax, anti-money-laundering and data protection law.

13.2 You warrant that you and your associated parties comply with applicable anti-bribery and sanctions law, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, and that you are not resident in or controlled from a sanctioned jurisdiction.

14. General

14.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict of laws rules.

14.2 Disputes. The state and federal courts located in Wyoming have exclusive jurisdiction, and both parties consent to venue there. Before filing, the parties will attempt to resolve the dispute in good faith for 30 days following written notice to [email protected].

14.3 Changes. Wink may amend this Agreement on 30 days’ written notice. Continued use of the Platform after the effective date constitutes acceptance. Where a change materially reduces your rights, you may terminate before it takes effect without penalty.

14.4 Entire agreement. This Agreement, together with the Payment Terms, the Acceptable Use Policy and the Privacy Policy, is the entire agreement between you and Wink on this subject and supersedes all prior agreements, including any prior Accommodation Provider terms governed by the laws of Singapore.

14.5 Assignment. You may not assign without our written consent. Wink may assign to an affiliate or in connection with a merger, financing or sale.

14.6 Severability and waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.

14.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

14.8 Language. The English version governs.

14.9 Notices. Notices to Wink go to [email protected] or the registered address above. Notices to you go to your account contact details.

14.10 Electronic acceptance. You agree that electronic acceptance of this Agreement, including of any amendment, is valid, binding and enforceable.

Hotels control supply. We power everything that sells it.

Winkfluence Inc. · 30 N Gould St, Ste 22578, Sheridan, WY 82801, USA · [email protected] · wink.travel

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