SPONTIGO
Supplier Agreement
For tour operators, activity providers, and other experience suppliers | Effective: 2026-04-30
This Supplier Agreement (the “Agreement”) is between Spontigo, Inc. (“Spontigo”) and the experience supplier identified in the supplier portal account or signature block (“Supplier” or “You”). It governs the listing, marketing, and booking of Your tours, activities, and other travel-related products through the Spontigo Platform.
This Agreement is read together with: (a) Spontigo’s Core Platform Terms, available at spontigo.com/terms.html, which are incorporated by reference. In the event of conflict between this Agreement and the Core Platform Terms with respect to the Supplier relationship, this Agreement controls.
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How this Agreement works: You list Your Products on the Spontigo Platform. Spontigo markets and distributes them to guests of partner hotels, short-term rentals, and other lodging operators, and to direct guests of the Platform. Spontigo handles guest booking and payment as Your authorized agent and pays You a Net Rate for each completed booking. You deliver the Product. You retain control of pricing, availability, and operations; Spontigo handles the sales and marketing layer. |
Capitalized terms not defined here have the meanings given in the Core Platform Terms. As used in this Agreement:
Supplier appoints Spontigo as Supplier’s authorized agent for the limited purposes of: (a) marketing and distributing Products through the Platform; (b) accepting bookings from Customers on Supplier’s behalf; (c) collecting payment from Customers; and (d) facilitating Customer communications related to bookings. Spontigo is not a reseller or independent merchant of the Products. Spontigo is not the provider of the Products and is not responsible for delivering them.
The appointment is non-exclusive. Supplier may distribute Products through other channels. Spontigo may distribute products of other suppliers, including products that compete with Supplier’s Products.
Supplier will provide accurate, complete, and current information for each Product, including description, inclusions and exclusions, schedule, location, age and other eligibility requirements, known risks, cancellation policy, and any other information reasonably required for a Customer to make an informed booking decision. Supplier will update listings promptly when information changes.
Supplier will keep availability information current. Products that appear available on the Platform must be honored when booked. If the Platform is temporarily unavailable, Supplier will manage bookings via email confirmations or other means provided by Spontigo until the Platform is restored.
Products are typically available for Instant Booking, meaning Spontigo confirms bookings to Customers immediately on Supplier’s behalf. Supplier authorizes Spontigo to accept all Instant Booking requests and may not reject confirmed bookings. If a specific Product is approved for Manual Booking, Supplier will accept or reject each booking request within forty-eight (48) hours; failure to respond within that period is deemed acceptance.
Each Product’s cancellation policy is the policy displayed on the Platform at the time of booking. Supplier will not enforce a stricter cancellation policy on Customers booking through the Platform than Supplier applies to direct bookings. The Spontigo standard cancellation policy (full refund up to 72 hours before the scheduled start time) applies if no Product-specific policy is set. Cancellations are processed only through the Platform; Supplier will direct any cancellation request received directly to the Platform.
Supplier will make reasonable efforts to accommodate Customers arriving after a designated meeting time and will follow the Platform’s no-show policies.
If Supplier needs to modify or cancel a Product after a Customer has booked, Supplier will (a) offer the Customer an alternative of equal or greater value or otherwise accommodate the Customer to the Customer’s reasonable satisfaction, or (b) notify Spontigo so that a refund can be processed. If Supplier fails to give reasonable advance notice and Spontigo issues a refund, Supplier will reimburse Spontigo for the refunded amount and any reasonable costs incurred.
Supplier sets and provides to Spontigo a Net Rate, applicable taxes, and a Total Rate for each Product. Supplier is solely responsible for determining and remitting all taxes related to its Products (including value-added tax, sales tax, and any other taxes), unless otherwise expressly agreed in writing.
Spontigo determines the Retail Rate displayed to Customers on the Platform. Supplier acknowledges that the Retail Rate may differ from the Net Rate or the rate Supplier offers through other channels.
Supplier may modify Net Rates through the Platform or by another approved method. Spontigo will implement modifications within a commercially reasonable period, not to exceed two weeks, and will pay the prior Net Rate for any bookings made before the change takes effect.
Spontigo will pay Supplier the aggregate Net Rates for completed bookings on a monthly cadence (or such other cadence as Spontigo may establish), within thirty (30) days after the date the Product is delivered, less any adjustments for cancellations, refunds, chargebacks, or amounts Supplier owes Spontigo. Payment is made by ACH or EFT to the bank account Supplier designates in the supplier portal. Supplier is responsible for keeping its banking and tax information current. Spontigo will provide a remittance summary identifying each booking included in the payment.
All amounts are in U.S. Dollars unless otherwise expressly agreed. If Supplier requests payment in another currency or to a non-U.S. account, Spontigo may apply transaction or currency conversion fees not exceeding Spontigo’s actual costs.
Supplier will notify Spontigo of any billing discrepancy within forty-five (45) days after the date the Product was delivered. After that period, Spontigo may resolve discrepancies in its reasonable discretion. Supplier will not send invoices to Spontigo, and any invoices Supplier sends will not be honored.
Supplier will not send invoices, payment requests, or post-booking solicitations to Customers booked through the Platform. Customer-facing payment matters are handled exclusively by Spontigo.
Supplier will communicate with Customers booked through the Platform only through the channels Spontigo provides, except as Spontigo otherwise expressly approves in writing. Communications are limited to fulfilling the booked Product and addressing Customer service issues. Supplier will not contact Customers for marketing, upsell, cross-sell, or rebooking outside the Platform without the Customer’s explicit consent obtained outside the Platform.
Supplier will respond to Customer inquiries and complaints within seventy-two (72) hours of receipt and will maintain reasonable customer service practices consistent with industry standards.
Spontigo may, in its reasonable discretion, communicate directly with Customers to resolve complaints, including issuing partial or full refunds. If Spontigo refunds a Customer due to a Supplier failure or quality issue, Supplier will not be paid the Net Rate for the affected booking, and any amounts already paid may be offset against future payments.
Supplier will accept the electronic voucher Spontigo issues to each Customer as confirmation of a booked Product. If Supplier is unable to accept electronic vouchers for a specific Product, Supplier must obtain Spontigo’s prior written approval (which may be by email) for an alternative redemption method.
Supplier grants Spontigo a non-exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, modify, reformat, create derivative works from, publicly display, publicly perform, and otherwise use the Supplier Content for the following purposes: (a) marketing, promoting, and distributing the Products on or through the Platform and Spontigo’s distribution channels; (b) marketing and promoting destinations, activities, and the Platform generally (excluding use of Supplier Content to promote Products that directly compete with Supplier’s Products); and (c) performing Spontigo’s obligations and exercising Spontigo’s rights under this Agreement.
Supplier retains ownership of Supplier Content. Spontigo owns any derivative works it creates from Supplier Content (such as edited photos, reformatted descriptions, or compilations), and Supplier assigns to Spontigo any rights it may have in those derivative works.
Supplier represents and warrants that: (a) Supplier owns or has the right to grant the licenses to Supplier Content as set out in this Section; (b) Supplier Content is accurate, complete, and not misleading or fraudulent; and (c) Supplier Content (and Spontigo’s use of it as authorized) does not and will not infringe or misappropriate any third party’s intellectual property, privacy, or publicity rights. Supplier will obtain all necessary releases, licenses, and permissions for any third-party content (including images of identifiable individuals or copyrighted material) included in Supplier Content.
Spontigo categorizes Products as Standard or High-Risk based on the inherent risk profile of the activity. The categories below are illustrative and may be updated by Spontigo from time to time. Spontigo may, in its reasonable discretion, designate a Product as High-Risk based on its specific characteristics.
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Category |
Examples and Insurance Requirement |
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Standard Products |
Walking tours, food tours, museum tours, cooking classes, wine tastings, photography tours, cultural experiences, indoor classes, and similar low-risk experiences. Insurance strongly recommended; not required as a condition of listing on the Platform. |
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High-Risk Products |
Watersports (jet ski, surfing, kayaking, sailing, scuba, snorkeling, parasailing, river rafting), motorized off-road (ATV, UTV, snowmobile, dirt bike), aerial activities (skydiving, paragliding, hot air balloon, helicopter, zipline), equestrian, climbing and rappelling, snow sports (ski, snowboard, backcountry), firearms experiences, and similar activities that involve a meaningful risk of personal injury. Public liability insurance is required, and proof of coverage must be uploaded through the Spontigo supplier portal before any High-Risk Product is activated for booking. |
For Standard Products, Spontigo strongly recommends that Supplier maintain commercial general liability or public liability insurance appropriate to its operations, but does not require proof of coverage as a condition of listing such Products.
For High-Risk Products, Supplier must maintain current commercial general liability or public liability insurance and, where applicable, errors and omissions insurance, with limits consistent with industry standards and any applicable laws or regulations. Coverage must be issued by an insurer rated A-VII or higher by A.M. Best (or its equivalent) and must include completed operations, blanket contractual liability, and personal injury and advertising liability coverage. Supplier must upload proof of coverage through the supplier portal before any High-Risk Product is activated for booking, and must keep proof of current coverage on file for as long as any High-Risk Product is listed.
Spontigo may deactivate any High-Risk Product if proof of current insurance is not on file or has expired.
Spontigo may, in its reasonable discretion based on factors such as Product type, claims history, booking volume, or Customer feedback, require Supplier to: (a) increase coverage limits; (b) add specific coverage types; (c) provide a certificate of insurance; or (d) name Spontigo as an additional insured on Supplier’s commercial general liability policy with respect to claims arising from Products booked through the Platform. Supplier will reasonably comply with any such request as a condition of continuing to list affected Products on the Platform.
Supplier acknowledges that Spontigo does not guarantee that any required coverage will be sufficient to cover Supplier’s actual liability. The required coverage limits do not limit Supplier’s indemnification or other obligations under this Agreement. Supplier’s insurance is primary and non-contributory with respect to claims arising from the Products.
Supplier represents, warrants, and agrees that:
Spontigo may verify Supplier’s identity, licenses, certifications, or insurance, and may engage third parties to do so. If Spontigo reasonably suspects that Supplier has provided false or misleading information, Spontigo may suspend Supplier’s account, deactivate listings, or terminate this Agreement.
Neither party will make payments or transfers of value with the intent or effect of public or commercial bribery. Supplier will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Supplier represents that it has not, and will not, directly or indirectly offer, promise, authorize, or pay anything of value to any government official or representative, political party or candidate, or commercial counterparty for the purpose of obtaining business or any improper advantage. On Spontigo’s reasonable request, Supplier will certify compliance with this Section.
Supplier will use the Platform only to process payments related to bona fide Customer bookings of Supplier’s Products. Supplier is responsible for chargebacks and payment reversals attributable to Supplier’s acts or omissions. If chargebacks attributable to Supplier exceed industry-standard thresholds or otherwise raise risk concerns in Spontigo’s reasonable judgment, Spontigo may withhold outstanding payments to Supplier, require additional verification, or terminate this Agreement. Spontigo may use withheld funds to cover costs incurred from Supplier’s fraudulent activity, excessive chargebacks, or breach of this Agreement, without limiting any other remedy.
Supplier will defend, indemnify, and hold harmless Spontigo and its officers, directors, employees, agents, affiliates, and contractors (the “Spontigo Indemnitees”) from and against any and all third-party claims, demands, actions, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to:
Supplier’s obligation to defend means Supplier will, at its own expense and using counsel reasonably acceptable to Spontigo, defend the Spontigo Indemnitees from the moment a claim is asserted, regardless of whether the claim ultimately succeeds. Spontigo may, at its option and expense, participate in the defense with counsel of its own choosing.
Spontigo will give Supplier prompt notice of a claim subject to indemnification. Supplier will not settle any claim that requires the Spontigo Indemnitees to admit liability, pay any amount that Supplier does not pay in full, or take or refrain from any non-monetary action without Spontigo’s prior written consent.
Supplier’s indemnification obligations survive termination of this Agreement and apply to claims arising from Products provided during the term of this Agreement, regardless of when the claim is asserted.
Confidentiality obligations between the parties are governed by Section 5 of the Core Platform Terms. For clarity, Customer information, Net Rates and commercial terms, booking and payment data, and Spontigo’s pricing, demand, and analytics data are Confidential Information. Supplier may not use Customer information for any purpose other than fulfilling the booked Product.
Spontigo’s total cumulative liability arising out of or relating to this Agreement is limited to the aggregate Net Rates paid by Spontigo to Supplier in the three (3) months immediately preceding the event giving rise to the claim, or one hundred U.S. dollars ($100), whichever is greater. Supplier’s indemnification obligations under Section 12, breach of confidentiality, breach of Sections 7 or 9, or willful misconduct are excluded from this cap.
The limitation of indirect damages set out in Section 10 of the Core Platform Terms applies to this Agreement.
This Agreement begins on the date Supplier accepts it (whether by signature or click-through) and continues until terminated as described in this Section.
Either party may terminate this Agreement for convenience on thirty (30) days’ prior written notice to the other party.
Either party may terminate this Agreement on written notice if the other party materially breaches the Agreement and fails to cure within thirty (30) days after receiving written notice describing the breach. Spontigo may terminate immediately, without a cure period, if Supplier (a) breaches Section 9 (Supplier Conduct and Compliance), Section 10 (Anti-Corruption), or Section 11 (Fraud and Chargebacks); (b) loses any required license, permit, certification, or insurance; or (c) is subject to a serious safety incident, regulatory action, or legal proceeding that, in Spontigo’s reasonable judgment, makes continued listing inappropriate.
On termination:
If Supplier is terminated for a breach of Section 9 or for fraud, Supplier will not be paid Net Rates for affected bookings and must refund amounts previously paid for affected bookings on Spontigo’s reasonable request.
If Spontigo undergoes a change of control, including a merger, acquisition, sale of all or substantially all of its assets, or change in voting control, Spontigo will give Supplier reasonable notice of the change. The parties will cooperate in good faith on transition matters reasonably required to maintain continuity of services. The change of control alone does not give either party the right to terminate this Agreement, and this Agreement will continue in effect with the surviving or successor entity. This Section does not limit either party’s ordinary termination rights under Section 15.
Provisions of the Core Platform Terms governing limitation of liability (as supplemented by Section 14), governing law, venue, dispute resolution, class action and jury trial waivers, force majeure, assignment, severability, waiver, electronic execution, and notice apply to this Agreement to the extent not modified here.
Operational notices may be given through the supplier portal or by email to the contact identified in Supplier’s portal account. Legal notices (including breach notices, termination notices, claims notices under Section 12, or notices under Section 16) must be given by email to support@spontigo.com (for Spontigo) and to the legal or executive contact email identified in Supplier’s portal account (for Supplier), with delivery confirmation.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship, except for the limited agency Supplier grants Spontigo in Section 2.
Supplier may not subcontract delivery of the Products without Spontigo’s prior written consent (which may be given by email). Supplier remains fully responsible for the Products and for compliance with this Agreement, including by any subcontractor.
This Agreement, together with the Core Platform Terms, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous discussions and agreements regarding that subject matter. Spontigo may update this Agreement from time to time. Non-material changes (such as clarifications, corrections, or operational updates) take effect on notice through the supplier portal or by email. Material changes (such as changes to commercial structure, indemnification, or liability) require Supplier’s affirmative re-acceptance through the supplier portal or otherwise in writing before they apply to that Supplier. Continued listing of Products after notice of a non-material change constitutes acceptance of that change.
This Agreement may be executed (a) by signature on the signature pages, electronically or in counterparts, or (b) by Supplier’s electronic acceptance through the Spontigo supplier portal. Click-through acceptance through the supplier portal, by an individual representing that they are authorized to bind Supplier, has the same force and effect as an ink signature for all purposes. Spontigo will retain a record of the version accepted, the accepting individual’s identity, and the date and time of acceptance.