Demand Partner Agreement

This Agreement is between:

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

You, the demand partner identified in your registration (“you”, “the Demand Partner”).

By registering or generating a Booking through the Platform, you agree to this Agreement. Sections 8 to 10 apply only to the categories they name.

Definitions
Scope and your role
Attribution
Commission
Payment
Your obligations
Prohibited conduct
Additional terms for API Partners
Additional terms for Creators
Additional terms for AI Agent Operators
Intellectual property
Data protection and confidentiality
Term and termination
Liability
General

1. Definitions

“AI Agent” means an automated or AI-driven client that discovers Supply and creates Bookings through the Platform on behalf of a Traveller.

“AI Agent Operator” means the legal entity that controls an AI Agent and holds the credentials used to access the Platform.

“Attribution Window” means six months from a Traveller’s first click on your Connection.

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

“Booking Value” means the total amount payable by the Traveller, inclusive of Taxes.

“Commission” means the amount payable to you on a Materialised Booking, calculated under clause 4.

“Connection” means any link, storefront, widget, web component, API call, MCP tool call or other integration through which you make Supply available.

“Demand Partner” means you, in any of the categories in clause 2.1.

“Materialised Booking” means a Booking that has not been cancelled and where the Traveller has checked in or the Add-On has been delivered.

“Payment Terms” means the Demand Partner Payment Terms between you and TripPay Corporation, which you accept separately.

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

“Supply” means hotel rooms, rates, availability, add-ons and content made available by Accommodation Providers through the Platform.

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

“TripPay” means TripPay Corporation, a Wyoming corporation and wholly owned subsidiary of Winkfluence Inc.

2. Scope and your role

2.1 This Agreement covers five categories of Demand Partner: Affiliates (businesses distributing Supply), Creators (individuals promoting Supply to an audience), API Partners (businesses integrating Supply into their own product), AI Agent Operators, and Travel Agents booking on behalf of their clients where TripPay collects payment. Your category is set at registration and you must notify us if it changes.

2.1a Travel Agents who elect to collect payment from Travellers themselves and act as merchant of record are governed by the separate Travel Agent Agreement (Agent-Collected Payments), not by this Agreement. That election requires Wink’s prior written approval.

2.2 You operate as a non-exclusive distributor. Nothing here grants exclusivity in any market, channel or segment.

2.3 You do not contract with the Traveller for the stay, do not own or control Supply, and do not collect or hold Traveller funds. The contract for the stay is between the Traveller and the Accommodation Provider. TripPay collects payment as the Accommodation Provider’s limited payment collection agent.

2.4 Except as expressly stated, nothing creates a partnership, joint venture or agency between you and Wink, and neither party may bind the other.

3. Attribution

3.1 A Booking is attributed to you where the Traveller reached the Booking through your Connection within the Attribution Window.

3.2 The Attribution Window is six months from the Traveller’s first click on your Connection.

3.3 A Booking is attributed to one Demand Partner only. Where more than one Connection is involved, attribution follows the first click within the Attribution Window.

3.4 Wink’s records are conclusive as to attribution. Wink will use commercially reasonable efforts to track and report accurately. Where Wink fails to do so, your sole remedy is to terminate this Agreement, except in cases of Wink’s fraud or wilful misconduct.

3.5 You have access to reporting showing attributed Bookings, projected Commission and payment history.

4. Commission

4.1 The Accommodation Provider sets the commission percentage applicable to its property. Where none is set, the default is 10%.

4.2 The applicable percentage is visible to you through the Platform before you promote a property. You are not obliged to promote any property, and may decline any rate.

4.3 Commission is calculated as the applicable percentage of the Booking Value less the Platform Fee of 1.5% and the Payment Collection Fee of 4.0%.

Worked example on a USD 100.00 Booking Value at 10%:

Line	Amount
Booking Value	USD 100.00
Less Platform Fee (1.5%)	USD 1.50
Less Payment Collection Fee (4.0%)	USD 4.00
Subtotal	USD 94.50
Commission at 10% of Subtotal	USD 9.45

4.4 Commission is calculated on the Booking Value as confirmed at the time of booking. It is not reduced where the Traveller shortens the stay after check-in.

4.5 Commission is earned on Materialised Bookings only. It is not payable, and is reversed if already paid, on Bookings that are cancelled, refunded, result in a no-show, are fraudulent, or are obtained in breach of this Agreement.

4.6 Commission is the sole compensation payable to you under this Agreement.

4.7 Wink may change the default commission percentage on 30 days’ written notice, applying only to Bookings made after the effective date.

5. Payment

5.1 Commission is collected and settled by TripPay under the Payment Terms, which you accept separately.

5.2 Commission becomes available for withdrawal within 24 hours of Traveller check-in, or of delivery in the case of an add-on.

5.3 You must provide and maintain accurate payout details. Amounts shown in your account are sums owed to you and are not a deposit, account balance or stored value.

6. Your obligations

6.1 You will promote Supply honestly and will not make false, misleading or unsubstantiated claims about any property, rate, availability or your relationship with Wink.

6.2 You will clearly and conspicuously disclose your commercial relationship where required by law, including under the US FTC endorsement guidelines and equivalent rules elsewhere.

6.3 You will keep rates, availability and property information accurate and current, and will correct errors promptly on becoming aware of them or on notice from us.

6.4 You will refer Traveller service issues, amendments, cancellations and complaints to Wink and will not attempt to resolve them independently.

6.5 You will keep your credentials confidential and notify us immediately of any suspected compromise.

7. Prohibited conduct

7.1 Attribution fraud. You will not engage in cookie stuffing, forced or automated clicks, self-referral, or any practice that artificially manufactures or misattributes a Booking. You will not make Bookings through your own Connection for yourself, your employees or persons under your direction with the purpose of earning Commission.

7.2 Reselling. You will not make a Booking for the purpose of reselling it to a third party. Wink may reject or cancel such Bookings without refund and forfeit related Commission.

7.3 Brand protection. You will not bid on, purchase or use in advertising any Wink mark, any Accommodation Provider mark without that provider’s consent, or any confusingly similar term. You will not register or use a domain name confusingly similar to any Wink mark.

7.4 Your website, application or product will be visually and structurally distinct from the Wink Platform, and you will not present yourself as Wink or as an official Wink property.

7.5 You will not scrape the Platform, extract Supply data beyond your granted access, create a static copy of content, or use Platform data to build or improve a competing supply database.

7.6 You will not upload malicious code, circumvent technical or access controls, or take any action that damages the Platform’s operation or security.

7.7 Your Connection will not contain unlawful, deceptive, defamatory, obscene or discriminatory content, or promote illegal activity or gambling.

7.8 On breach of this Section, Wink may suspend or terminate this Agreement immediately, withhold or reverse Commission, and recover Commission already paid, without prejudice to any other remedy.

8. Additional terms for API Partners

8.1 You will authenticate as required, use only the access granted, and respect documented rate limits and scopes.

8.2 You will not cache or present stale rates or availability. Where you display Supply, it must reflect live data at the time of display.

8.3 Wink may change, deprecate, rate-limit, suspend or revoke API access at any time, including to protect the Platform, Accommodation Providers or Travellers.

9. Additional terms for Creators

9.1 You may curate and present Supply to your audience through storefronts, links and shareable assets.

9.2 You will disclose your commercial relationship in every post, page or message where Supply is promoted, in a manner a reasonable audience member would notice.

9.3 You may contact Accommodation Providers directly to agree preferred rates, packages or commission, and to introduce properties to the Platform.

10. Additional terms for AI Agent Operators

10.1 Contracting party. This Agreement is entered into by the AI Agent Operator. No agreement is formed with an AI Agent itself, and an AI Agent has no capacity to contract. You are responsible for everything your AI Agent does, including autonomous actions, and it is not a defence that an action was generated by a model without human instruction.

10.2 Traveller authorisation. You warrant that every Booking created by your AI Agent is authorised by an identified Traveller with capacity to contract, and that the payment details used were provided with that Traveller’s consent.

10.3 Human confirmation. Before payment is taken, the Traveller must be shown and must affirmatively confirm the total price including Taxes, the property and dates booked, and the cancellation policy. An AI Agent may not complete payment without that confirmation.

10.4 Accuracy. Your AI Agent will present rates, availability, inclusions and cancellation policies accurately and will not paraphrase, summarise or infer a policy in a way that alters its meaning.

10.5 Identification. Your AI Agent will identify itself in every request in the manner we specify, so that Bookings can be attributed, rate-limited and audited.

10.6 No model training. You will not use Supply data, content, rates or availability obtained through the Platform to train, fine-tune or evaluate any model, or to build a competing supply database.

10.7 Suspension. Wink may suspend or revoke your access immediately and without notice where an AI Agent is generating erroneous, unauthorised or anomalous Bookings, or is otherwise operating outside this Agreement.

10.8 Indemnity. You will indemnify Wink, TripPay and the relevant Accommodation Provider against any claim, liability, loss or expense arising from a Booking created without proper Traveller authorisation, from inaccurate presentation of a rate or policy by your AI Agent, or from any other act or omission of your AI Agent. For the avoidance of doubt, such a Booking is not payment fraud and does not fall within any fraud carve-out under the Payment Terms.

11. Intellectual property

11.1 Wink grants you a non-exclusive, revocable, royalty-free, worldwide licence to display Supply data and content through your Connection, and to promote the service, solely as permitted by this Agreement.

11.2 You grant Wink a non-exclusive, royalty-free licence to display your Connection and name where necessary to operate the service.

11.3 You may not sublicense, transfer or disclose Supply data or content to any third party, or use it for price comparison, other than as expressly permitted.

11.4 Wink and its licensors retain all rights in the Platform and in the Wink, WinkLinks, Studio, TripPay and Traveliko marks.

12. Data protection and confidentiality

12.1 Each party will comply with applicable data protection law in handling Traveller personal data and will implement appropriate security measures.

12.2 You will notify us of any security breach affecting Traveller data without undue delay and within 24 hours of becoming aware of it.

12.3 Each party will keep the other’s confidential information confidential and use it only for this Agreement.

12.4 Data protection enquiries: [email protected]

13. Term and termination

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

13.2 Either party may terminate at any time on written notice. Wink may terminate or suspend immediately for material breach, breach of Section 7 or Section 10, insolvency, or where reasonably necessary to protect Travellers, Accommodation Providers or the Platform.

13.3 Wink may terminate on notice where no Materialised Booking has been attributed to you for six consecutive months.

13.4 On termination, Wink will pay Commission properly due on Materialised Bookings for three months following the termination date, provided your contact and payout details remain current. Commission unclaimed after that period is forfeited.

13.5 Commission is forfeited where you have committed fraud, wilful misconduct or a material breach of this Agreement.

13.6 On termination you will remove all Connections, Wink content, links, logos and references to Wink.

13.7 Clauses 7.3, 7.5, 10.6, 10.8, 11, 12, 14 and 15 survive termination.

14. Liability

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

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

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

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

14.5 You will indemnify Wink and its affiliates against any claim, liability, loss or expense arising from your Connection, your promotional content, your breach of this Agreement, or your breach of any law or third-party right.

15. General

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

15.2 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].

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

15.4 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 affiliate or partner terms, including any governed by the laws of Singapore.

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

15.6 Severability, waiver and force majeure. If a provision is unenforceable the rest remains in effect; failure to enforce is not a waiver; neither party is liable for delay caused by events beyond its reasonable control.

15.7 Compliance. 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.

15.8 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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