Vendor Terms of Service

1. Definitions

Capitalized terms used in these Vendor Terms of Service shall have the meanings set forth below. Terms not defined herein shall have the meanings assigned to them in the general Terms of Service.

• "Vendor Terms" means these Vendor Terms of Service, which govern the relationship between Positive Bro, LLC (d/b/a Vaveo) and all approved Vendors operating on the Platform.
• "Vendor," "Host," "you," or "your" refers to any individual or business entity that has been approved to list experiences, lessons, rentals, equipment for sale, services, or battery hosting on the Platform.
• "Vendor Account" means the account created upon successful application and approval to operate as a Vendor on the Platform, including all associated settings, Listings, financial configurations, and team member assignments.
• "Vendor Application" means the formal application submitted through the Platform's onboarding flow requesting approval to operate as a Vendor.
• "Vendor Dashboard" means the administrative interface provided to approved Vendors for managing Listings, Bookings, team members, payouts, settings, and analytics.
• "Vendor Details" means the business information, compliance documents, preferences, and configuration data associated with a Vendor Account, stored in the Platform's database.
• "Fleet" means all eFoil equipment, boards, wings, batteries, and related accessories owned or managed by a Vendor and registered on the Platform for use in Listings or for sale.
• "Team Member" means any individual invited by a Vendor to join their organization on the Platform, including Instructors and Managers.
• "Magic Build" means the AI-powered onboarding feature that scrapes a Vendor's existing website to pre-fill application data including business information, fleet details, and brand affiliations.
• "Business Account Mode" means the operational configuration that separates a Vendor's commercial identity from their personal rider profile on the Platform.
• "Compliance Documents" means business registration certificates, insurance certificates, permits, licenses, and any other documents required to verify a Vendor's legal authority and qualification to operate.
• "Payout" means the transfer of funds from Vaveo to a Vendor's designated bank account through Stripe Connect following a completed transaction, less applicable Service Fees.
• "Founding Member" means a Vendor who joined the Platform during the early-adopter period and may be entitled to promotional tier upgrades or preferential fee arrangements as determined by Vaveo.

2. Agreement to Vendor Terms

These Vendor Terms constitute a legally binding agreement between you and Positive Bro, LLC (d/b/a Vaveo). By submitting a Vendor Application, completing the onboarding process, checking the "I agree to the platform terms" checkbox during onboarding, or by continuing to operate as a Vendor on the Platform, you acknowledge that you have read, understood, and agree to be bound by these Vendor Terms.

These Vendor Terms apply exclusively to your activities as a Vendor on the Platform. If you also use the Platform as a Rider, the general Terms of Service and Rider-specific provisions apply to those activities separately.

If you are entering into these Vendor Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Vendor Terms, and all references to "you" or "your" shall refer to that entity.

3. Relationship with General Terms

These Vendor Terms supplement and are incorporated into the general Terms of Service. All provisions of the general Terms of Service apply to Vendors unless expressly modified or superseded by these Vendor Terms.

In the event of a conflict between these Vendor Terms and the general Terms of Service, these Vendor Terms shall prevail with respect to Vendor-specific matters. The general Terms of Service shall prevail on all other matters.

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal and business information. The Privacy Policy is incorporated into these Vendor Terms by reference.

4. Vendor Application & Onboarding

4.1 Application Process

To become a Vendor on the Platform, you must complete the Vendor Application through the Platform's onboarding flow. The application process requires you to provide business information, brand and fleet details, compliance documents, and agree to these Vendor Terms. Applications may be submitted organically or through an administrator-initiated invite link.

4.2 Onboarding Steps

The Vendor onboarding process consists of the following steps, each of which must be completed accurately and in good faith:

• Vital Information: Business name, manager name, phone number, and base of operations address.
• Brand & Fleet Setup: Business logo or photo upload, and selection of dealer brand affiliations (e.g., Lift Foils, Fliteboard, Waydoo).
• Team Roster (Optional): Invitation of team members (Instructors and Managers) via email.
• Compliance Documents: Upload of business registration (required) and liability insurance certificate (recommended).
• Preferences & Contract: Business Account Mode configuration, optional onboarding comments, and agreement to these Vendor Terms.

4.3 Magic Build (AI-Assisted Onboarding)

You may optionally provide your existing business website URL to enable the Magic Build feature. Magic Build uses AI technology to visit your website and extract publicly available business information (business name, address, phone number, fleet brands) to pre-fill your application. You are solely responsible for reviewing and confirming the accuracy of any AI-extracted data before submitting your application. Vaveo is not liable for any errors or inaccuracies in AI-extracted data.

4.4 Accuracy of Application Information

You represent and warrant that all information provided in your Vendor Application is true, accurate, current, and complete. You agree to promptly update your Vendor Details if any information changes. Providing false, misleading, or fraudulent information in your application is grounds for immediate rejection or termination of your Vendor Account.

4.5 Invite-Based Applications

If you received an invitation link from an Vaveo administrator, your application may be tracked through a unique token for internal analytics purposes. Invitation links do not guarantee approval and do not modify the terms or requirements of the application process.

5. Vendor Account Approval & Status

5.1 Review Process

All Vendor Applications are subject to review and approval by the Vaveo team. The estimated review period is twenty-four (24) to forty-eight (48) hours from submission, though this timeframe is not guaranteed and may vary based on application volume and complexity. Vaveo reserves the right to approve, reject, or request additional information for any application at its sole discretion.

5.2 Vendor Status

Your Vendor Account may have one of the following statuses at any time:

• Pending: Your application has been submitted and is under review. You cannot create Listings or receive Bookings while in pending status.
• Approved (Active): Your application has been approved and your Vendor Account is fully operational. You may create Listings, accept Bookings, and receive Payouts.
• Suspended: Your Vendor Account has been temporarily suspended due to policy violations, safety concerns, or other issues. Existing Listings will be hidden and new Bookings will be paused.
• On Hold: Your account requires attention, such as updated compliance documents, Stripe Connect configuration, or resolution of outstanding disputes.
• At Risk: Your account has been flagged for review due to performance metrics, complaint volume, or compliance issues.
• Terminated: Your Vendor Account has been permanently closed. See Section 35 for details.

5.3 Rejection

If your Vendor Application is rejected, you will be notified of the reason for rejection. Depending on the reason, you may be permitted to address the issues and resubmit your application. Vaveo is not obligated to provide detailed reasons for rejection and its decision is final.

5.4 No Guarantee of Approval

Submission of a Vendor Application does not entitle you to approval. Vaveo reserves the right to limit the number of Vendors in any geographic area, category, or market segment. Meeting the minimum application requirements does not guarantee approval.

6. Business Verification & Compliance Documents

6.1 Required Documentation

As part of the Vendor Application and as an ongoing obligation, you must provide and maintain current copies of the following documents:

• Business Registration: A valid certificate of incorporation, business license, DBA filing, or equivalent legal entity documentation demonstrating your authority to operate as a commercial entity in your jurisdiction. This document is required for all Vendor Applications.
• Liability Insurance Certificate: A certificate of general liability insurance with coverage adequate for the activities you offer on the Platform. While strongly recommended for all Vendors, this may be required at Vaveo's discretion based on the nature of your Listings.

6.2 Document Storage

Compliance Documents are uploaded to secure, access-controlled storage separate from public Platform content. These documents are accessible only to authorized Vaveo administrators for verification and compliance purposes. See our Privacy Policy for details on document handling and retention.

6.3 Document Currency

You are responsible for ensuring that your Compliance Documents remain current and valid. If your business registration, insurance, or other required documents expire, are revoked, or become invalid, you must notify Vaveo promptly and upload updated documentation. Failure to maintain current Compliance Documents may result in suspension of your Vendor Account.

6.4 Identity Verification

In addition to business documentation, Vaveo may require the primary account holder of a Vendor Account to complete personal identity verification through the Platform's identity verification system, which includes submission of a government-issued photo ID and a selfie photograph. Identity verification requirements and processes are described in the general Terms of Service.

7. Stripe Connect & Financial Onboarding

7.1 Stripe Connect Requirement

To receive Payouts for transactions conducted through the Platform, you must complete onboarding with Stripe Connect, our third-party payment processing partner. This is a separate onboarding process from the Vendor Application and is required before you can receive any funds from completed Bookings or sales.

7.2 Stripe Account Setup

During Stripe Connect onboarding, you will be required to provide Stripe with business and financial information, including your legal business name, tax identification number (EIN or SSN), bank account details for deposits, and other information as required by Stripe's Know Your Customer (KYC) procedures. This information is collected and processed directly by Stripe, not by Vaveo.

7.3 Stripe Terms

By connecting a Stripe account, you agree to Stripe's Connected Account Agreement, which includes Stripe's Terms of Service and Privacy Policy. Vaveo is not responsible for Stripe's data handling practices, account decisions, or payout delays. Any issues with your Stripe account must be resolved directly with Stripe, though Vaveo administrators may assist with Platform-side configuration.

7.4 Account Maintenance

You are responsible for maintaining your Stripe Connect account in good standing, including keeping your banking information current, responding to Stripe's verification requests, and resolving any account restrictions or holds imposed by Stripe. A disabled or restricted Stripe account will prevent you from receiving Payouts and may result in your Vendor Account being placed on hold.

8. Listing Standards & Requirements

8.1 Listing Categories

Vendors may create Listings in the following categories, subject to approval:

• Lessons & Experiences: Guided eFoil sessions, beginner lessons, group experiences, advanced clinics, sunset rides, and other instructional or recreational offerings.
• Equipment Rentals: Hourly, daily, or multi-day rental of eFoil boards, wings, batteries, and accessories.
• Marketplace (Sales): New and used eFoil equipment, components, and accessories for purchase.
• Services: Maintenance, repair, tuning, transport, and other eFoil-related professional services.
• Battery Network: Battery charging, swapping, and hosting services.

8.2 Listing Content Requirements

All Listings must include, at minimum:

• A clear, descriptive title that accurately represents the offering.
• A detailed description of what is included (equipment, duration, instruction level, safety gear provided).
• At least one high-quality photograph that accurately represents the experience or equipment.
• Accurate pricing, including any per-person or per-unit rates.
• Accurate location information (general area for public display; precise meeting point for confirmed Bookings).
• Accurate availability and scheduling information.
• Applicable cancellation terms (the Platform's default policy applies unless otherwise specified).

8.3 Listing Accuracy

You are solely responsible for ensuring that all Listing content is accurate, truthful, and not misleading. This includes descriptions, photographs, pricing, availability, equipment condition, and any claims about qualifications, certifications, or experience. Inaccurate or misleading Listings violate these Vendor Terms and may result in Listing removal, account sanctions, or termination.

8.4 Listing Review & Moderation

All new Listings and significant modifications are subject to review by Vaveo before becoming publicly visible. Listings progress through statuses including draft, pending review, active, and rejected. Vaveo reserves the right to reject, suspend, or remove any Listing that does not meet Platform standards. If your Listing is rejected, you will be notified of the reason and may address the issues and resubmit.

8.5 Listing Maintenance

You agree to keep your Listings current and to promptly update or deactivate Listings that are no longer available. Listings that remain inactive for sixty (60) days may be automatically archived by the Platform. You are responsible for managing your calendar availability, blocked dates, operating hours, and buffer times between sessions to prevent overbooking.

9. Pricing & Fee Structure

9.1 Pricing Authority

You have full authority to set the prices for your Listings. Pricing should reflect the fair market value of your offerings and must be clearly communicated in your Listing. The total price charged to a Rider is calculated based on your base price per person multiplied by the number of guests, plus any applicable duration adjustments.

9.2 Price Integrity

Vaveo implements server-side price validation on all transactions to prevent price tampering. The price displayed to the Rider at checkout is validated against your Listing's configured pricing before the transaction is processed. Any discrepancy will result in the transaction being declined. You may not circumvent, manipulate, or artificially inflate or deflate pricing through any means.

9.3 Off-Platform Transactions

While you may accept external payment methods (cash, Venmo, or other methods) or offer complimentary Bookings at your discretion, transactions processed outside the Platform are not covered by Vaveo's payment protections, dispute resolution services, waiver system, or insurance frameworks. Encouraging or facilitating off-Platform transactions to circumvent Service Fees is a violation of these Vendor Terms.

9.4 Currency

All prices on the Platform are displayed in the currency specified in your Listing configuration. You are responsible for ensuring that your pricing is appropriate for the currency selected.

10. Service Fees & Commissions

10.1 Platform Service Fee

Vaveo charges a Service Fee (commission) on each completed transaction processed through the Platform. The Service Fee is expressed as a percentage of the total transaction amount and is deducted from your Payout before funds are transferred to your bank account. The applicable Service Fee percentage is determined by your Vendor Tier (Basic or Elite) and is disclosed to you through your Vendor Dashboard.

10.2 Fee Transparency

Your current Service Fee percentage and a breakdown of all fees for each transaction are available in your Vendor Dashboard. Each transaction record includes the gross amount, Service Fee deduction, Stripe processing fees, and net Payout amount.

10.3 Fee Adjustments

Vaveo reserves the right to adjust Service Fee percentages with reasonable advance notice. Fee changes will be communicated via email and through a prominent notice in your Vendor Dashboard. Your continued use of the Platform after the effective date of a fee change constitutes your acceptance of the new fee structure.

10.4 Stripe Processing Fees

In addition to the Vaveo Service Fee, standard Stripe payment processing fees apply to each transaction. These fees are set by Stripe and are outside Vaveo's control. Current Stripe processing rates are published on Stripe's website.

11. Payments, Payouts & Escrow

11.1 Payment Collection

When a Rider completes a Booking for your Listing, the full payment is collected by Vaveo through Stripe on your behalf. You authorize Vaveo to collect payments from Riders for your Listings and to deduct applicable Service Fees before remitting the balance to you.

11.2 Payout Schedule

Payouts are processed through Stripe Connect and transferred to your linked bank account according to Stripe's standard payout schedule. Payout timing depends on the Booking lifecycle status — funds are generally released after a Booking is marked as completed. Payout timing may also be affected by Stripe's holding periods, particularly for new Stripe accounts.

11.3 Escrow

Vaveo may hold funds in escrow between the time a Rider makes a payment and the fulfillment of the Booking. Escrowed funds are released to you upon successful completion of the session, as determined by the Booking lifecycle (confirmed, active, completed). In the event of a dispute, cancellation, or irregularity, escrowed funds may be held until the matter is resolved. Vaveo administrators may manually manage escrow release in extraordinary circumstances.

11.4 Refund Impact on Payouts

If a refund is issued for a completed or pending transaction, the refund amount will be deducted from your pending Payout or, if no pending Payout is available, from future Payouts. In cases where a chargeback is initiated by a Rider's bank, the chargeback amount plus any associated fees imposed by Stripe may be deducted from your Payouts.

11.5 Payout Holds

Vaveo reserves the right to place a hold on your Payouts in the event of suspected fraud, a high volume of disputes, unresolved safety incidents, or pending investigations. You will be notified of any Payout hold and the reason for it. Payouts will resume once the underlying issue is resolved.

12. Booking Management & Fulfillment

12.1 Obligation to Fulfill

Once a Booking is confirmed, you are obligated to fulfill it in accordance with the terms described in your Listing, including the date, time, duration, number of guests, and all services and equipment described. Failure to fulfill a confirmed Booking without proper cancellation is a breach of these Vendor Terms.

12.2 Check-In Process

You are responsible for managing the check-in process for each Booking, which includes:

• Arrival Confirmation: Confirming the Rider's arrival at the designated meeting point.
• Waiver Verification: Ensuring that the Rider and all Party Members have signed the required Waiver before the session begins.
• Session Start: Recording the start time of the session through the Platform.
• Session Completion: Recording the completion of the session through the Platform, which triggers Payout eligibility.

12.3 Communication

You agree to respond promptly to Rider communications, including booking inquiries, pre-session questions, and post-session follow-ups. Persistent failure to respond to Rider messages may negatively impact your account standing and visibility on the Platform.

12.4 Meeting Point

You must provide an accurate meeting point address and GPS coordinates for each Listing. Meeting point details are shared with Riders only after a Booking is confirmed. You are responsible for ensuring that the meeting point is accessible, safe, and appropriate for the activity described in your Listing.

13. Cancellations & Refunds

13.1 Vendor-Initiated Cancellations

If you cancel a confirmed Booking for any reason — including unsafe weather conditions, equipment failure, personal reasons, or scheduling conflicts — the Rider is entitled to a full 100% refund to their original payment method. Vendor-initiated cancellations result in no Payout for the cancelled Booking.

13.2 Cancellation Impact

Frequent cancellations by you may result in negative consequences to your Vendor Account, including reduced visibility in search results, a lowered trust score, account review by the Vaveo team, or suspension. Vaveo tracks Vendor cancellation rates and patterns as part of ongoing account performance monitoring.

13.3 Weather Cancellations

If you cancel a session due to genuinely unsafe weather conditions (high winds, storms, lightning, dangerous surf, or other hazardous conditions), you should offer the Rider either a full refund or a reschedule to a mutually agreed upon date at no additional cost. Weather cancellations are tracked separately and are generally not counted against your cancellation rate for performance purposes.

13.4 Rider Cancellations

When a Rider cancels a Booking, the following refund policy applies by default:

• More than 24 hours before the session: Full refund to the Rider. No Payout to you.
• 24 hours or less before the session: 50% refund to the Rider. The remaining 50% is retained as a late cancellation fee and is included in your Payout, less applicable Service Fees.

13.5 No-Shows

If a Rider fails to appear at the designated meeting point at the scheduled time without prior cancellation, the Booking is marked as a no-show. No refund is issued to the Rider, and the full Booking amount (less Service Fees) is included in your Payout.

14. Rescheduling Obligations

14.1 Rider Reschedule Requests

Riders may request to reschedule a confirmed Booking through the Platform. You should make reasonable efforts to accommodate reschedule requests, subject to your availability. Rescheduling is subject to your calendar availability for the requested new date and time.

14.2 Reschedule Types

The Platform supports the following reschedule scenarios:

• Date Change Only: No financial adjustment. The Booking is moved to the new date.
• Fewer Guests: An automatic refund for the price difference is issued to the Rider.
• More Guests: The Rider must pay the additional amount before the reschedule is finalized.

14.3 No Rescheduling Fee

Vaveo does not charge an additional fee for rescheduling. However, any price adjustments resulting from guest count changes will be applied. The Platform tracks reschedule history, including the number of reschedules, cumulative refund amounts, and reasons provided by the Rider.

15. Waivers & Liability Management

15.1 Waiver Options

The Platform provides a comprehensive digital waiver system. As a Vendor, you may configure your waiver preferences in the following ways:

• Default Waiver Template: Use the Platform's standard waiver template, which covers general eFoil activity risks and releases.
• Custom Waiver Template: Create a custom waiver template tailored to your specific activities, equipment, and location-specific risks.
• Listing-Specific Waivers: Assign different waiver templates to different Listings based on the nature and risk profile of each offering.

15.2 Waiver Content Responsibility

If you create a custom waiver template, you are solely responsible for ensuring that the waiver content is legally sufficient, complies with applicable laws in your jurisdiction, and adequately addresses the risks associated with your specific activities. Vaveo does not provide legal advice and does not guarantee the enforceability of any waiver, whether default or custom.

15.3 Waiver Enforcement

You are responsible for ensuring that all Riders and Party Members sign the applicable Waiver before participating in any session. You may refuse participation to any individual who has not completed the Waiver. The Platform tracks waiver signature status for each Booking and Party Member.

15.4 Waiver Records

Digital waiver signatures, timestamps, and waiver content are stored by the Platform for a minimum of seven (7) years. PDF copies of signed waivers may be generated for your records. These records are available to you through your Vendor Dashboard and may be used as evidence in dispute resolution or legal proceedings.

16. Safety & Regulatory Compliance

16.1 Equipment Safety

You must maintain all equipment in safe working condition at all times. This includes:

• Regular inspection of boards, wings, masts, propellers, and batteries for damage, wear, or malfunction.
• Prompt repair or retirement of damaged or compromised equipment.
• Compliance with manufacturer maintenance schedules and safety bulletins.
• Use of only OEM-certified or manufacturer-approved batteries and components.
• Proper storage and charging of lithium-ion batteries in accordance with manufacturer guidelines and applicable fire safety regulations.

16.2 Safety Gear

You must provide appropriate safety gear to all participants, including personal flotation devices (PFDs or life jackets) and helmets where applicable or required by law. Safety gear must be in good condition, properly sized for participants, and compliant with applicable safety standards (e.g., USCG-approved PFDs).

16.3 Condition Assessment

You are responsible for assessing weather, water, and environmental conditions before each session and cancelling or postponing sessions when conditions are unsafe. Factors to assess include wind speed and direction, wave height, water temperature, visibility, lightning risk, boat traffic, and tidal conditions. Operating in unsafe conditions is a serious violation of these Vendor Terms.

16.4 Regulatory Compliance

You must comply with all applicable local, state, national, and international laws and regulations governing your operations, including but not limited to:

• Maritime and waterway regulations.
• Personal watercraft (PWC) licensing and registration requirements.
• Coast Guard regulations and navigation rules.
• Environmental and wildlife protection laws.
• Local business licensing and permitting requirements.
• Occupational health and safety regulations.
• Consumer protection laws applicable to recreational services.

16.5 Incident Reporting

You must promptly report to Vaveo any safety incidents, injuries, near-misses, equipment failures, or property damage that occur during or in connection with any session facilitated through the Platform. Reports should be submitted to safety@vaveo.io within twenty-four (24) hours of the incident. Failure to report safety incidents may result in account suspension or termination.

17. Insurance Requirements

17.1 Liability Insurance

You are strongly encouraged to maintain commercial general liability (CGL) insurance with coverage adequate for the scope and nature of the activities you offer on the Platform. Vaveo may require proof of insurance as a condition of approval or continued operation, particularly for Vendors offering high-risk activities such as lessons, rentals, and guided experiences.

17.2 Coverage Scope

Insurance coverage should, at minimum, include:

• Bodily injury liability for participants and third parties.
• Property damage liability.
• Products and completed operations coverage (for equipment sales and rentals).
• Coverage for watercraft and marine activities, if applicable.

17.3 Vaveo Not an Insurer

Vaveo does not provide insurance coverage of any kind to Vendors, Riders, or any other parties. The Platform is a marketplace facilitator, and all insurance obligations rest solely with you as the Vendor. You are responsible for consulting with a licensed insurance professional to determine appropriate coverage for your business.

18. Equipment & Fleet Management

18.1 Fleet Registration

You may register your commercial fleet equipment through the Platform's gear management and Digital Asset Registry tools. Fleet registration allows you to track individual units, maintenance schedules, usage statistics, and assignment to Listings. Equipment used in Listings should be registered on the Platform for operational tracking and dispute resolution purposes.

18.2 Ownership Representation

By registering equipment on the Platform or listing it for sale, you represent and warrant that you are the lawful owner of the equipment or have explicit authorization from the owner to offer it for use, rental, or sale. Listing equipment you do not own or are not authorized to list is strictly prohibited.

18.3 Maintenance Obligations

You agree to maintain all Fleet equipment in safe, operational condition and to follow manufacturer-recommended maintenance schedules. The Platform provides tools for tracking maintenance logs and service intervals; use of these tools is encouraged but not required.

18.4 Equipment Damage Claims

In the event that a Rider damages your equipment during a session or rental, you may submit a damage claim through the Platform's dispute resolution process. You should document the damage with photographs and provide estimates of repair or replacement costs. Equipment damage disputes are resolved through the process described in Section 29.

19. Team Members & Instructors

19.1 Team Invitations

You may invite individuals to join your Vendor organization as Team Members through the Platform. Team Members can be assigned the role of Instructor (authorized to conduct sessions) or Manager (authorized to manage Listings and administrative functions). Invitations are sent via email and must be accepted by the invitee.

19.2 Vendor Responsibility for Team Members

You are solely responsible for the conduct, qualifications, and performance of all Team Members operating under your Vendor Account. This includes ensuring that Instructors are properly trained, qualified, and capable of conducting safe sessions. You are responsible for verifying the credentials, certifications, and competency of any Instructor you authorize to represent your business on the Platform.

19.3 Employment Relationship

The relationship between you and your Team Members is governed by the terms agreed upon between you and those individuals. Vaveo is not a party to any employment or contractor agreement between you and your Team Members. You are solely responsible for compliance with all applicable labor, employment, and tax laws governing your relationship with your Team Members, including worker classification, wage and hour requirements, and tax withholding.

19.4 Team Member Conduct

All Team Members are bound by these Vendor Terms, the general Terms of Service, and the Privacy Policy. Violations by any Team Member may result in sanctions against your Vendor Account. You agree to promptly remove any Team Member who violates Platform policies or whose conduct poses a risk to Riders or the Platform community.

20. Battery Network Hosting

20.1 Battery Host Eligibility

Approved Vendors may participate in the Battery Network as Battery Hosts, offering battery charging, swapping, and hosting services to Riders. Participation in the Battery Network is optional and subject to additional verification requirements.

20.2 Battery Safety Obligations

If you participate as a Battery Host, you certify that all batteries listed are OEM-certified, undamaged, and maintained in accordance with manufacturer specifications. Listing batteries that are damaged, modified, swollen, leaking, or otherwise compromised is strictly prohibited and may result in immediate account termination. You are solely responsible for the safe storage, charging, and handling of all batteries in your possession.

20.3 Battery Verification

Vaveo may require you to submit battery verification information including brand, model, serial number, and photographic proof. Batteries must pass Vaveo's verification process before being listed on the Battery Network. Unverified batteries may not be offered through the Battery Network.

20.4 Battery Liability

You assume full liability for any injury, damage, fire, explosion, or other incident arising from batteries under your care, custody, or control. Vaveo provides the Battery Network as a marketplace facilitator only and does not inspect, test, certify, or take custody of any batteries.

21. Marketplace & Equipment Sales

21.1 Seller Obligations

When listing equipment for sale on the Marketplace, you must provide accurate and complete descriptions of the item, including brand, model, condition, serial number, any known defects or modifications, photographs from multiple angles, and a fair asking price. You represent and warrant that you have clear title to the equipment and the right to sell it.

21.2 Condition Disclosure

You must honestly and accurately disclose the condition of all equipment listed for sale. Conditions include new, like new, good, fair, and for parts/repair. You must disclose all known defects, damage history, repairs, aftermarket modifications, and any issues that could affect the equipment's performance, safety, or value. Misrepresenting the condition of equipment is a serious violation of these Vendor Terms.

21.3 Fulfillment

Upon completion of a Marketplace sale, you are responsible for delivering the equipment to the buyer in the condition described in the Listing. Shipping, handling, and delivery arrangements are the responsibility of the seller and buyer unless otherwise facilitated by the Platform.

21.4 Returns & Disputes

In the event that a buyer disputes the condition or accuracy of a Marketplace sale, the dispute will be handled through the Platform's dispute resolution process described in Section 29. Vaveo may issue a refund to the buyer if the evidence demonstrates that the item was materially misrepresented.

22. Vendor Tiers & Subscriptions

22.1 Vendor Tiers

The Platform offers two Vendor tiers, each with different Service Fee rates, features, and benefits:

• Vendor Basic: Standard tier with baseline Platform features and standard Service Fee rates. Available to all approved Vendors.
• Vendor Elite: Premium tier with reduced Service Fee rates, enhanced visibility, priority support, additional Boost Credits, and advanced analytics. Available through subscription or Founding Member status.

22.2 Tier Assignment

Your Vendor tier is determined by your subscription status, Founding Member eligibility, or promotional assignments by Vaveo. Tier assignments may be modified at Vaveo's discretion based on factors including transaction volume, compliance history, ratings, and account standing.

22.3 Subscription Billing

Vendor Elite subscriptions are billed on a recurring basis (monthly or annually, as selected) through Stripe. By subscribing, you authorize Vaveo to charge your payment method on each billing date until you cancel. Subscription fees are separate from and in addition to Service Fees on individual transactions.

22.4 Downgrade & Cancellation

You may cancel your Vendor Elite subscription at any time through your Vendor Dashboard. Upon cancellation, you will retain Elite benefits until the end of the current billing period. After the billing period ends, your account will revert to Vendor Basic, and the corresponding standard Service Fee rates will apply to future transactions.

23. Boost Credits & Promotions

23.1 Boost Credits

Certain Vendor tiers include monthly Boost Credits that can be used to promote your Listings for increased visibility on the Platform. Boost Credits are applied to specific Listing promotion campaigns with defined durations and visibility enhancements.

23.2 Boost Types

Available boost types (e.g., FireSale, WeekendWarrior) and their durations, visibility effects, and costs are described on the Platform. Vaveo may add, modify, or discontinue boost types at any time.

23.3 Boost Limitations

Boost Credits are non-transferable, have no cash value, and expire at the end of each billing cycle. Unused Boost Credits do not roll over to subsequent billing cycles. Boosting a Listing does not guarantee a specific number of views, Bookings, or sales.

24. Content, Media & Branding

24.1 Business Identity

Your Vendor Account maintains a commercial identity (business name, logo, business description) that is separate from your personal rider profile. This separation is managed through Business Account Mode, which you configure during onboarding. When Business Account Mode is active, your personal rider profile is hidden from public leaderboards and community features to maintain operational focus.

24.2 Content License

By uploading content to the Platform (including photos, videos, descriptions, and logos), you grant Vaveo a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute that content for the purpose of operating, promoting, and improving the Platform. This includes displaying your Listing content in search results, category pages, promotional materials, and social media.

24.3 Session Media

You and your Instructors may capture photos and videos during sessions. Session media may be uploaded to the Platform and shared with the Rider as part of the Booking experience. You are responsible for obtaining appropriate consent from participants before capturing and sharing session media, and you must comply with applicable privacy and publicity laws.

24.4 Brand Representation

You may identify your brand affiliations (e.g., authorized dealer for Lift Foils, Fliteboard) on the Platform. You represent and warrant that any brand affiliations or dealership claims are accurate and that you have authorization from the respective brands to make such representations. False or unauthorized brand claims are a violation of these Vendor Terms.

25. Reviews & Ratings

25.1 Review System

Riders may leave reviews and ratings for your Listings and Instructors after completing a Booking. Reviews are an integral part of the Platform's trust and quality ecosystem. Your average rating and total review count are displayed publicly on your Listings and Vendor profile.

25.2 Review Integrity

You may not solicit, incentivize, manipulate, or suppress reviews through any means, including offering discounts, free sessions, or other benefits in exchange for positive reviews; threatening or retaliating against Riders who leave negative reviews; creating fake accounts to leave self-reviews; or paying for review manipulation services. Violations of review integrity are grounds for account termination.

25.3 Responding to Reviews

You may respond to reviews through the Platform. Responses should be professional, constructive, and factual. Abusive, retaliatory, or threatening responses to reviews are prohibited.

25.4 Review Removal

If you believe a review violates the Platform's content standards (e.g., it contains false statements, harassment, or is from a non-genuine transaction), you may report it through the Platform's reporting feature. Vaveo will review reported reviews and may remove them if they violate Platform policies. Vaveo does not remove reviews simply because they are negative.

26. Prohibited Conduct

In addition to the prohibited conduct outlined in the general Terms of Service, as a Vendor you specifically agree not to:

• Operate without valid business registration, required permits, or applicable licenses.
• List experiences, equipment, or services that you cannot legally or safely provide.
• Knowingly list damaged, unsafe, or defective equipment for rental or sale.
• Operate sessions in conditions you know or should know are unsafe.
• Fail to provide required safety gear (PFDs, helmets) to participants.
• Discriminate against Riders on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other protected characteristic.
• Engage in price gouging, bait-and-switch pricing, or deceptive pricing practices.
• Actively encourage Riders to transact outside the Platform to avoid Service Fees.
• Use another Vendor's content (photos, descriptions) in your own Listings without permission.
• Manipulate search rankings, visibility algorithms, or Platform features through artificial means.
• Operate under a false business identity or misrepresent your qualifications, certifications, or experience.
• Retaliate against Riders who leave negative reviews, file disputes, or report safety concerns.
• Fail to report safety incidents, injuries, or equipment failures as required by Section 16.5.
• Share, sell, or misuse Rider personal information obtained through Bookings for purposes unrelated to the booked activity.

27. Account Standing & Performance

27.1 Performance Monitoring

Vaveo monitors Vendor performance across several metrics, including but not limited to: Booking fulfillment rate, cancellation rate, response time to Rider messages, average review rating, dispute frequency, waiver compliance rate, and overall Rider satisfaction. These metrics are available in your Vendor Dashboard.

27.2 Account Standing

Your Vendor Account standing is determined by your performance metrics, compliance history, and adherence to these Vendor Terms. Account statuses include:

• Good Standing: All metrics within acceptable ranges, no outstanding compliance issues.
• At Risk: One or more performance metrics below acceptable thresholds, or minor compliance issues identified. You will receive a notification and an opportunity to improve.
• Suspended: Serious or repeated violations, or failure to address "At Risk" status. Listings are hidden and new Bookings are paused.

27.3 Visibility Impact

Your account standing and performance metrics may affect the visibility and ranking of your Listings in search results and category pages. Vendors with higher ratings, better fulfillment rates, and fewer disputes may receive preferential placement. This is designed to reward quality and reliability for the benefit of Riders.

28. Reporting & Moderation

28.1 Listing Reports

Your Listings may be reported by other users for suspected violations of Platform policies. Report categories include fraud/scam, explicit content, wrong category, pricing issues, safety concerns, and other. All reports are reviewed by the Vaveo moderation team.

28.2 Moderation Actions

If a Listing is found to violate Platform policies after review, Vaveo may take the following actions:

• Warning: A notification informing you of the violation and requesting correction.
• Listing Suspension: The Listing is temporarily hidden from public view until the issue is resolved.
• Listing Removal: The Listing is permanently removed from the Platform.
• Account Sanction: Account-level consequences as described in Section 35.

28.3 Notification & Appeal

You will be notified of moderation actions and the reason for them. You may address the identified issues and resubmit a suspended Listing for review. If you believe a moderation action was taken in error, you may appeal by contacting support@vaveo.io within fourteen (14) days of the action.

29. Disputes & Resolution

29.1 Booking Disputes

Riders may initiate a dispute against you through the Platform for the following reasons:

• Service Quality: The experience did not match the Listing description.
• Safety Violation: Unsafe practices or conditions during a session.
• Equipment Damage: Claims related to equipment damage during a session.
• Cancellation: Disputes regarding cancellation terms or refund amounts.
• Fraud: Claims of fraudulent activity.

29.2 Your Right to Dispute

You may also initiate a dispute against a Rider through the Platform, including disputes for equipment damage caused by the Rider, no-show disagreements, or fraudulent Bookings.

29.3 Evidence Submission

Both parties may submit evidence to support their position, including photographs, videos, communications, timestamps, session records, and written statements. You should maintain records of all sessions, including pre-session equipment condition photos, check-in records, and any incident documentation, to support your position in the event of a dispute.

29.4 Resolution

An Vaveo arbitrator will review the evidence from both parties and issue a determination. Determinations may include a full or partial refund to the Rider, payment to you for equipment damage, account sanctions, or dismissal of the dispute. Vaveo's determination is final with respect to Platform-related remedies.

29.5 Appeals

Either party may appeal a dispute resolution determination within fourteen (14) days. Appeals must include new evidence or demonstrate a clear error in the initial determination. For disputes between you and Vaveo (as opposed to between you and a Rider), see the Dispute Resolution & Arbitration provisions in the general Terms of Service.

30. Vendor Data & Privacy

30.1 Data We Collect from Vendors

In addition to the data described in our general Privacy Policy, we collect the following information specific to your Vendor activities:

• Business name, address, phone number, and manager name.
• Business registration and insurance documents (stored in secure, access-controlled storage).
• Vendor photo/logo.
• Dealer brand affiliations.
• Fleet equipment records, serial numbers, and maintenance logs.
• Booking management data (check-in records, session times, fulfillment history).
• Financial transaction data (gross revenue, Service Fees, net Payouts).
• Performance metrics (ratings, cancellation rate, response time, dispute history).
• Stripe Connect account status and payout records.
• Team member roster and role assignments.
• Onboarding comments and Magic Build URL (if provided).

30.2 How We Use Vendor Data

Vendor data is used for the purposes described in our Privacy Policy, including Platform operations, Vendor verification and compliance, financial processing and Payouts, performance monitoring and account standing, moderation and dispute resolution, analytics and Platform improvement, and legal and regulatory compliance.

30.3 Rider Data You Receive

When a Rider books your Listing, you receive their name, email address, phone number, booking details, special notes, and party member names. You must use this information solely for the purpose of fulfilling the Booking and related communications. You may not use Rider personal information for unauthorized marketing, share it with third parties, or retain it beyond what is necessary for the Booking and applicable legal requirements.

30.4 Data Protection Obligations

You agree to handle all personal information received through the Platform in compliance with applicable data protection and privacy laws, including the CCPA/CPRA (for California residents) and GDPR (for European residents), to the extent applicable to your operations. You must implement reasonable security measures to protect Rider data from unauthorized access, use, or disclosure.

31. Intellectual Property

31.1 Your Content

You retain ownership of all original content you create and upload to the Platform, including photographs, videos, descriptions, and logos. By uploading content, you grant Vaveo the license described in Section 24.2.

31.2 Platform Content

All Vaveo Platform content, including the website design, software, features, tools, logos, and branding, is the proprietary property of Positive Bro, LLC and is protected by intellectual property laws. You may not reproduce, modify, distribute, or create derivative works of Vaveo's content without express written permission.

31.3 Trademark Use

You may reference Vaveo by name for the limited purpose of identifying your participation on the Platform (e.g., "Book us on Vaveo"). You may not use the Vaveo name, logo, or trademarks in any manner that implies endorsement, partnership, or affiliation beyond the marketplace relationship, without prior written consent from Vaveo.

32. Confidentiality

32.1 Confidential Information

During the course of your relationship with Vaveo, you may receive or have access to confidential information, including but not limited to: Service Fee rates and structures, Platform algorithms and ranking factors, internal policies and procedures, analytics data, and communications with Vaveo staff. You agree to keep all confidential information strictly confidential and not to disclose it to any third party without Vaveo's prior written consent.

32.2 Rider Information

Rider personal information received through Bookings is considered confidential. You may not share, sell, rent, or otherwise disclose Rider personal information to third parties except as necessary to fulfill the Booking (e.g., sharing a Rider's name with an Instructor conducting the session) or as required by law.

33. Indemnification

You agree to defend, indemnify, and hold harmless Positive Bro, LLC (d/b/a Vaveo), its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your operation as a Vendor on the Platform, including the provision of Listings, sessions, equipment, and services.
• Any injury, death, or property damage occurring during or in connection with any activity you facilitate through the Platform.
• Any violation of these Vendor Terms or the general Terms of Service.
• Any claim by a Rider, Party Member, or third party arising from your activities on the Platform.
• Any violation of applicable laws, regulations, permits, or licenses related to your business operations.
• Your failure to maintain adequate insurance coverage.
• Any claim related to the employment, classification, or treatment of your Team Members.
• Your use or misuse of Rider personal information.
• Any equipment defect, failure, or safety issue with equipment you own, manage, or list on the Platform.
• Any intellectual property infringement claim related to your content or brand representations.

This indemnification obligation survives the termination of your Vendor Account and these Vendor Terms.

34. Limitation of Liability

35. Suspension & Termination

35.1 Suspension

Vaveo may suspend your Vendor Account at any time, with or without notice, for reasons including but not limited to:

• Violation of these Vendor Terms or the general Terms of Service.
• Safety incidents, reports, or concerns.
• High dispute or cancellation rate.
• Expired or invalid Compliance Documents.
• Failure to maintain a functional Stripe Connect account.
• Suspected fraudulent activity.
• Failure to respond to Vaveo communications regarding account issues.
• Upon request of law enforcement or government agencies.

35.2 Termination by You

You may terminate your Vendor Account at any time by contacting us at support@vaveo.io. Before termination, you must fulfill or properly cancel all pending Bookings, resolve all outstanding disputes, and ensure all financial obligations are settled. Your personal rider account may be retained separately if you wish to continue using the Platform as a Rider.

35.3 Termination by Vaveo

Vaveo may permanently terminate your Vendor Account for serious or repeated violations, including but not limited to: safety negligence resulting in injury, fraud, persistent policy violations after warnings, operation without required permits or insurance, or any activity that poses a material risk to Riders or the Platform community.

35.4 Reinstatement

Vendor Accounts that have been suspended (not terminated) may be reinstated upon resolution of the underlying issue at Vaveo's sole discretion. Terminated Vendor Accounts are not eligible for reinstatement. Former Vendors whose accounts have been terminated may not create new Vendor Accounts without express written permission from Vaveo.

36. Effect of Termination

36.1 Immediate Effects

Upon termination of your Vendor Account:

• All active Listings will be immediately removed from the Platform.
• No new Bookings can be accepted.
• Your Vendor Dashboard access will be revoked.
• Team Member associations will be dissolved.
• Boost Credits will expire and are non-refundable.

36.2 Surviving Obligations

The following obligations survive termination:

• Fulfillment of all confirmed Bookings with session dates prior to or shortly after the termination date.
• Resolution of all pending disputes.
• Payment of all outstanding Service Fees and financial obligations.
• Indemnification obligations (Section 33).
• Confidentiality obligations (Section 32).
• Data protection obligations for Rider information already in your possession.

36.3 Final Payouts

Any pending Payouts for completed Bookings will be processed according to the standard schedule, less any deductions for outstanding fees, refunds, or chargebacks. Vaveo reserves the right to hold final Payouts for up to ninety (90) days after termination to account for potential chargebacks, disputes, or refund claims related to your Listings.

36.4 Data Retention

Upon termination, Vaveo will retain your Vendor data in accordance with the data retention policies described in our Privacy Policy. Compliance Documents will be deleted within ninety (90) days of termination unless required for pending legal proceedings or disputes. Booking and transaction records will be retained for the legally required period (minimum seven years).

37. Modifications to Vendor Terms

Vaveo reserves the right to modify, amend, or update these Vendor Terms at any time at our sole discretion. When we make material changes, we will:

• Update the version number and Effective Date at the top of these Vendor Terms.
• Notify you via email to the address associated with your Vendor Account.
• Display a prominent notice in your Vendor Dashboard.
• Provide a summary of material changes.

Your continued operation as a Vendor on the Platform after the effective date of modified Vendor Terms constitutes your acceptance of the changes. If you do not agree to the modified Vendor Terms, you must cease operating as a Vendor and initiate the termination process described in Section 35.2.

Material changes will not be applied retroactively to disputes or transactions that arose before the effective date of the revised Vendor Terms.

38. Tax Obligations

38.1 Your Responsibility

You are solely responsible for determining and fulfilling all tax obligations arising from your activities on the Platform, including but not limited to: income tax on revenue earned through the Platform, sales tax, use tax, value-added tax (VAT), or goods and services tax (GST) on transactions, employment taxes for Team Members you employ, and any other taxes, duties, or governmental charges applicable to your business operations.

38.2 Tax Reporting

Vaveo may be required to report certain payment information to tax authorities (e.g., IRS Form 1099-K for U.S. Vendors). You agree to provide Vaveo with any tax-related information reasonably requested, including your tax identification number (EIN or SSN), and to keep such information current.

38.3 No Tax Advice

Vaveo does not provide tax advice. You should consult with a qualified tax professional regarding your specific tax obligations. Vaveo is not responsible for any tax liabilities incurred by you as a result of your activities on the Platform.

39. Governing Law & Jurisdiction

These Vendor Terms shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions.

Any disputes arising from or related to these Vendor Terms that are not resolved through the dispute resolution process described in the general Terms of Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

The binding arbitration and class action waiver provisions set forth in the general Terms of Service apply to disputes arising under these Vendor Terms.

40. Contact Information

If you have any questions about these Vendor Terms of Service, your Vendor Account, or any aspect of operating as a Vendor on the Platform, please contact us at: