Last modified: March 6, 2025

Omtrips Inc. (“Omtrips”, “we”, “us”, “our”) provides its Services to businesses and individuals (“Commercial Users” and “Retail Users” collectively the “Users”, “You”, or “Your”) through the Omtrips Platform, subject to the terms and conditions of this Agreement.

BY SUBSCRIBING TO, ACCESSING, USING, OR VIEWING ALL OR ANY PART OF THE OMTRIPS SERVICES OR OMTRIPS PLATFORM, OR DOWNLOADING ANY MATERIALS, OR BY COMPLETING ANY SUBSCRIPTION OR REGISTRATION PROCESS VIA THE PLATFORM, YOU ARE ACCEPTING THE TERMS OF SERVICE AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND OMTRIPS (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST NOT USE THE SERVICES OR ACCESS THE PLATFORM.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date that these terms were last revised. Any changes will become effective when posted.

Your continued use of the Services after changes are posted constitutes your acceptance of the new Terms of Service. You should visit this page before using the Services each time to see if there have been any changes to these Terms of Service.

1. Definitions

For all Users:

The following terms are defined within this Agreement and are indicated with capital letters. These definitions apply to both singular and plural forms of the respective words. The headings used herein are for convenience only and do not limit or otherwise affect these Terms of Service.

Account: The Services selected by the User via Omtrips’ Platform during registration, subscription, or enrollment.
Aggregated Statistics: Data and information concerning Users’ usage of the Services, utilized by Omtrips in an aggregated and anonymized manner. This includes compiling statistical and performance information relevant to the provision and operation of the Services.
Authorized User: Individuals authorized by the Commercial User to access and use the Services under the rights granted to the Commercial User within this Agreement. This includes employees, consultants, contractors, and agents for whom access to the Services has been obtained under this Agreement.
Commercial User: Any user of the Services who offers retreat services to others.
Commercial User Data: Information, data, and other content submitted, posted, or transmitted by or on behalf of the User through the Services, excluding Aggregated Statistics. This encompasses data related to the User’s Customers, including customer personal information.
Commercial User IP: Intellectual property owned or controlled by the Commercial User.
Confidential Information: As defined in Section 14 – Confidential Information.
Controller: The entity responsible for determining the purposes and means of processing Commercial User Data.
Customer: Individuals who access the Services as customers of the Commercial User.
Documentation: User manuals, handbooks, and guides related to the Services provided by Omtrips to Commercial Users or Retail Users, whether in electronic or hard copy form.
Effective Date: The commencement date of the Service listed in the User’s Account.
Fees: As defined in Section 5(a) – Commercial User Fees and Payment.
Host / Venue Owner / Service Provider: These terms are synonymous with Commercial User.
Initial Term: The billing cycle selected by the Commercial User during the account setup.
Law: Any legal statutes, ordinances, regulations, rules, orders, constitutions, treaties, common laws, judgments, decrees, or other requirements of governmental authorities, arbitrators, courts, or tribunals.
Leads: Retail Users who access the Marketplace seeking authentic retreats.
Losses: As defined in Section 15 Indemnification – Omtrips Indemnification.
Marketplace: The online marketplace at https://omtrips.co where Commercial Users can list retreat offerings and individuals can discover and book retreat experiences.
Marketplace Cancellation Policy: The policies applicable to Retail Users, outlined in Exhibit B: Marketplace for Commercial Users.
Materials: Written and graphical content provided through the Service, including text, photographs, illustrations, and designs, whether provided by Omtrips or any other third party.
Notice: As defined in Section 18(a) – General – Notices.
Platform: The collection of online tools, websites, and software utilized to deliver Omtrips Services.
Privacy Policy: Omtrips’ privacy policy, available at https://omtrips.co/privacy, subject to periodic updates.
Processor: The entity processing Commercial User Data on behalf of the Controller.
Processing: Any operation or set of operations performed on Commercial User Data, as defined comprehensively within this section.
Omtrips IP: The Services, Documentation, and all related intellectual property provided to Commercial User or Authorized User. This includes Aggregated Statistics and any information derived from monitoring Commercial User access to or use of the Services, excluding Commercial User Data or Commercial User IP.
Retail User: Users of the Services who book retreats for themselves or on behalf of others, including agents booking retreat packages for travel groups.
Sensitive Information: Includes various types of sensitive data under applicable privacy and data protection laws.
Services: Encompasses Omtrips Marketplace for Retail Users; software-as-a-service, software development, and support for Commercial Users; and related functionalities such as booking, sales, invoicing, payment processing, communication tools, and marketing.
Service Suspension: As defined in Section 3 – Access by Commercial Users – Suspension.
Site: Any web-based applications, tools, and platforms accessible through the User’s Account or provided by Omtrips. This includes ancillary products and services such as website hosting.
Sub-Processor: Any Processor engaged by Omtrips to assist in fulfilling its obligations under the Agreement.
Term: As defined in Section 7(a) – Commercial User Term and Termination.
Third-Party Claim: As defined in Section 15 – Indemnification – Omtrips Indemnification.
User: Refers collectively to Commercial Users and Retail Users.
User Data: Data input or collected through the Service by or from Users.
User IP: Intellectual property owned or controlled by the User.

2. Products and Services

For all Users

Services Description: Omtrips provides Users with various Services tailored to their preferences or requirements through the Omtrips Platform.
Omtrips Platform: Omtrips offers a platform facilitating connections between individuals offering retreat services and those seeking such services. Omtrips acts as a facilitator and is not a party to any agreement between Commercial Users and Retail Users. All transactions occur directly between the involved parties. Omtrips assumes no responsibility for the accuracy, completeness, cost, quality, or timeliness of goods or services provided by Commercial Users. Omtrips functions as the limited authorized agent of Commercial Users for collecting payments from individuals, including Retail Users, and transmitting these payments to Commercial Users. However, Omtrips does not control or guarantee the existence, quality, safety, legality, truth, accuracy of advertisements, or the ability of Users to conduct transactions. Omtrips makes no warranty or guarantee regarding the suitability of goods or services offered through the Service to meet Retail Users’ requirements.
Products: Some products may be exclusively available on the Marketplace for Retail Users, subject to limited quantities and our Cancellation Policy. We strive to accurately represent the colors and images of our products on the Marketplace. We reserve the right to limit sales to certain individuals, regions, or jurisdictions, and to restrict product quantities. Product descriptions and pricing are subject to change without notice, and we may discontinue any product at our discretion. Offers for products on the Marketplace are void where prohibited.
Lowest Price Guarantee: Hosts listing retreats, events, products, or services on the Marketplace are prohibited from offering these items elsewhere for a lower price.
Errors, Inaccuracies, and Omissions: Occasionally, information on the Marketplace or within the Service may contain typographical errors, inaccuracies, or omissions related to product descriptions, pricing, promotions, shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to update information or cancel orders as necessary. We are not obligated to update or clarify information except as required by law.
Modifications to Services: Omtrips reserves the right to modify or discontinue the Services, either temporarily or permanently, with or without notice. You agree that Omtrips shall not be liable to you or any third party for any such modification, suspension, or discontinuance of the Service.

3. Access and Conditions of Use

For all Users

Registration Obligations: To access certain features of the Services, registration with Omtrips may be required. By choosing to register, you agree to provide accurate, current, and complete information about yourself as prompted by the registration form. Your registration data and other information are governed by our Privacy Policy, available at https://omtrips.co/privacy/.
Age of Majority: If you are under 13 years old, you are not authorized to use the Services, whether or not you register. Additionally, if you are under 18 years old, you may only use the Services with parental or guardian approval.
Account Security: You are responsible for maintaining the confidentiality of your password and account, if applicable, and for all activities that occur under your password or account. Promptly notify Omtrips of any unauthorized account access. Omtrips shall not be liable for any loss or damage resulting from your failure to comply with this provision.
Data Transmission: Your content (excluding credit card information) may be transferred unencrypted over networks and may undergo changes to meet technical requirements. Credit card information is always encrypted during transfer.
Third-party Links: Some content, products, and services available via our Service may originate from third parties. Links to third-party websites on our Platform are provided for convenience and do not signify affiliation. We are not responsible for third-party materials or websites, and we disclaim liability for any transactions or interactions on third-party websites.
Posted Content: You are solely responsible for any content you upload, post, or display via the Service. Omtrips reserves the right to take legal action against violators, including removing offending content, suspending or terminating accounts, and reporting violations to law enforcement. You agree not to post content that infringes on intellectual property, contains malicious software, poses security risks, or violates applicable laws.

For Retail Users

Fulfillment: As a Retail User, you agree to provide accurate purchase and account information for transactions on the Marketplace. Keep your account information updated to facilitate transactions and communications. We reserve the right to refuse or limit orders, and we may cancel orders or adjust quantities purchased at our discretion.
Third-party Tools: Access to third-party tools is provided to Retail Users “as is” without warranties or endorsements. We bear no liability for your use of optional third-party tools.
User Submissions: By submitting content, you grant us unrestricted usage rights. We may choose to provide attribution to your submissions and share them with our partners. We are not obliged to post or maintain comments in confidence, and we reserve the right to monitor, edit, or remove objectionable content.
Confirmation: Omtrips advises after booking a retreat through the Marketplace, that you should wait for confirmation directly from the retreat provider before booking any air travel or related arrangements. This includes but is not limited to providing the retreat provider with any medical or health information they may require before confirming your space on a retreat.

For Commercial Users

Provision of Access. Subject to and conditioned on Commercial User’s payment of Fees and compliance with all other terms and conditions of this Agreement, Omtrips hereby grants Commercial User’s a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users and Customers in accordance with the terms and conditions herein. Such use is limited to Commercial User’s and Authorized User’s internal use. Omtrips shall provide to Commercial User the necessary passwords and network links or connections to allow Commercial User to access the Services.
Documentation License. Subject to the terms and conditions contained in this Agreement, Omtrips hereby grants to Commercial User a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Commercial User’s internal business purposes in connection with its use of the Services.
Reservation of Rights. Omtrips reserves all rights not expressly granted to Commercial User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Commercial User or any third party any intellectual property rights or other right, title, or interest in or to the Omtrips IP.
Use Restrictions. Commercial User’s shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Commercial User’s shall not at any time, directly or indirectly, and shall not permit any Authorized Users or Customer to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Suspension. Notwithstanding anything to the contrary in this Agreement, Omtrips may temporarily suspend Commercial User’s, any Authorized User’s or Customer’s access to any portion or all of the Services if: (i) Omtrips reasonably determines that (A) there is a threat or attack on any of the Omtrips IP, (B) Commercial User’s or any Authorized User’s or Customer’s use of the Omtrips IP disrupts or poses a security risk to the Omtrips IP or to any other Commercial User or vendor of Omtrips, (C) Commercial User, any Authorized User or Customer, is using the Omtrips IP for fraudulent or illegal activities, (D) subject to applicable Law, Commercial User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Omtrips’ provision of the Services to Commercial User, any Authorized User or Customer is prohibited by applicable Law; (ii) any vendor of Omtrips has suspended or terminated Omtrips’ access to or use of any third-party services or products required to enable Commercial User to access the Services; or (iii) in accordance with Section 4(a) Access by Commercial Users – Provision of Access (any such suspension, a “Service Suspension”). Omtrips shall use commercially reasonable efforts to provide written notice of any Service Suspension to Commercial User and to provide updates regarding resumption of access to the Services following any Service Suspension. Omtrips shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Omtrips will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Commercial User or any Authorized User may incur as a result of a Service Suspension.
No Sensitive Information. With the exception of certain data that is required according to the Terms of Service for the respective Payment Processor, YOU, AS A COMMERCIAL USER, ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS, OR MANAGE SENSITIVE INFORMATION.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Omtrips may monitor Commercial User’s and Customers’ use of the Services and collect and compile Aggregated Statistics. As between Omtrips and Commercial User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Omtrips. Commercial User acknowledges that Omtrips may compile Aggregated Statistics based on Commercial User Data input into the Services. Commercial User agrees that Omtrips may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Commercial User or Commercial User’s Confidential Information.

4. Responsibilities

Health and Travel Insurance for all Users

Affirm to Omtrips that your physical condition and health are suitable for participating in the Retreat and that you have taken any necessary medical precautions before and during the Retreat if required.
Strongly recommend that all users obtain adequate and relevant travel insurance. It is the retail user’s responsibility to acquire sufficient coverage for any instance, including loss, damage, accident, or illness.
Ensure that you are responsible for educating yourself and discussing with your healthcare provider any diseases, illnesses, and health concerns that may result from traveling and participating in the Retreat.
Accept all risk and responsibility for your medical needs while participating in the Retreat and acknowledge that neither Omtrips nor the retreat host is liable for the provision and quality of medical treatment or hospital care received during the Retreat.

For Retail Users

Acknowledge and confirm your responsibilities while participating in the Retreat, along with the potential health, safety, and other risks associated with your involvement, including but not limited to accidents, illness, disease, inadequate medical care and facilities, terrorism, acts of god, crime, the hazards of travel by air, train, boat, and motor vehicle, adverse weather conditions, and natural disasters.
Confirm that you have had the opportunity to inquire about the Retreat, its associated responsibilities, and risks, and are willingly assuming any and all risks related to domestic or international travel and the Retreat in general.
International Travel: Retail Users are responsible for meeting foreign entry requirements and ensuring the validity of travel documents. We do not provide travel advice or guarantee the safety of travel to any location.
Abide by all laws of the places visited, including those governing the use of alcohol and drugs. If you choose to consume alcohol and drugs, as permitted by law in any relevant jurisdiction, you agree to do so responsibly and at your sole risk.
Agree to comply with all rules, regulations, and standards of conduct, including any code of Retreat conduct established by Omtrips, its agents, retreat hosts, or venue owners, who reserve the right to limit or terminate your participation in the Retreat in the event of a violation.
Understand that if your participation in the Retreat is terminated (excluding you from further participation), the expenses and arrangements for your return home will be at your sole cost and risk.

For Commercial Users

General Responsibilities: Commercial User assumes full responsibility and liability for all uses of the Services and Documentation facilitated through its access, whether directly or indirectly. This includes the actions and omissions of Authorized Users. Any breach of this Agreement by an Authorized User shall be deemed a breach by Commercial User. It is the responsibility of Commercial User to ensure that all Authorized Users are made aware of the provisions of this Agreement relevant to their use of the Services and to ensure compliance therewith.
Commercial User’s Identity: Commercial User warrants: (i) the accuracy of its identification provided through its Account and undertakes to maintain the accuracy of such identification throughout the Term; and (ii) its status as a legally recognized entity, such as a corporation, partnership, or sole proprietorship, duly authorized to conduct business in accordance with the applicable laws of its jurisdiction.
Authority to Do Business: Commercial User warrants that it possesses the full right, power, and authority to enter into, execute, and perform its obligations under this Agreement. Furthermore, Commercial User asserts that, to its knowledge, there are no pending or threatened claims or litigations that would materially adversely affect its ability to fulfill its obligations under this Agreement.
Contracts with Accommodations: Commercial User represents and warrants that it has secured a binding agreement confirming the reservation of retreat accommodations for the full duration of the retreat. Upon submitting a listing to the marketplace, Omtrips will request a copy of this agreement, which Commercial User must provide via email to namaste@omtrips.co.
Third-Party Products: From time to time, Omtrips may provide access to Third-Party Products to Commercial User. For the purposes of this Agreement, such Third-Party Products are governed by their own terms and conditions, separate from those outlined herein. If Commercial User chooses to install or use any Third-Party Products, it acknowledges and agrees to abide by the applicable terms and conditions associated with such products. Failure to accept or comply with the terms of any Third-Party Products may result in Commercial User being unable to install or use said products.
International Travel: Commercial Users are responsible for ensuring that they have the necessary work visas that allow them to work in the country where they are holding the retreat. Additionally, they must ensure compliance with foreign entry requirements and the validity of travel documents for themselves and their attendees. We do not provide travel advice or guarantee the safety of travel to any location.

5. Commercial User Fees and Payment

For Commercial Users

Commercial User Fees: Commercial Users are obligated to remit fees to Omtrips for recurring software-as-a-service subscriptions and other Services as per the prevailing payment plans outlined in their Account. All fees are to be settled on or before the specified Due Date as stated in the aforementioned exhibits. It is acknowledged that all Commercial User fees are non-cancellable and non-refundable, except for during the 14 day trial period for subscriptions. By subscribing to the Services, you expressly authorize Omtrips to charge your designated payment instrument in accordance with the terms of your subscription plan for the duration of your subscription. Your subscription will remain active until canceled by you or until Omtrips discontinues access to the Platform and/or Services as per the terms herein. Any changes to your billing information must be promptly updated in your Account. Additionally, Commercial Users may agree to remit a predetermined percentage of their revenue generated from transactions conducted via the Platform, with Omtrips receiving a corresponding percentage of each such transaction, details of which are provided within the payment plan section of your Account. Any disputes regarding charges must be communicated to Omtrips within thirty (30) days from the date of initiation.
Default Currency: All fees stipulated under this agreement shall be settled in U.S. Dollars unless otherwise specified under Section 5(c) – Commercial User Fees and Payment – User Fee Changes.
User Fee Changes: Omtrips reserves the right to modify its fees, with notice of such changes provided on its website at https://omtrips.co/terms or via email, at least 30 days prior to the effective date. Subscribers to the Services may be subject to fee adjustments, including automatic increases, during their subscription term. Continued use of the Service following a price change or fee adjustment constitutes acceptance of the revised terms.
Late Fees: In the event of default in payment, Omtrips reserves the right to impose a Late Fee at a rate of 2.5% of the outstanding balance per month or the maximum rate allowed by law, whichever is lower.
Non-Payment by Commercial User: Failure to remit fees within 30 days of the Due Date may result in the suspension of the Commercial User’s Account and access to the Services, without liability to Omtrips. No Services will be provided while fees remain outstanding.
Reactivation: Suspended Accounts may be reinstated upon request within 12 months from the suspension date, at Omtrips’ discretion. A reactivation fee of $50 will be applicable. Requests for reinstatement beyond 12 months will not be entertained.
Taxes: All fees and charges payable under this Agreement are exclusive of taxes and similar assessments. Commercial User is responsible for all applicable taxes, including but not limited to harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), and value-added tax (VAT), imposed by governmental entities, other than taxes on Omtrips’ income.

6. Commercial User Location of Sale

For Commercial Users

Location Verification at Sale: Upon initiation of a sale, Omtrips will employ rigorous methods to authenticate the provided address of the Commercial User. This verification procedure entails cross-referencing the address furnished by the Commercial User with their physical location. Moreover, Omtrips may utilize advanced geotagging technologies based on the Client IP address to corroborate the Commercial User’s geographical position. It is imperative for Commercial Users to adhere strictly to the stipulation that prohibits the utilization of the software or service beyond the geographical boundaries defined by their Sales Tax jurisdiction. Any deviation from this guideline may result in breach of contract and subsequent penalties.
Compliance with International Law: Accessing or utilizing the Services necessitates the capacity to enter into a legally binding contract with Omtrips. Furthermore, users must not be prohibited from receiving such Services under US law or any other relevant legislations. By consenting to these terms, you affirm your commitment to abstain from utilizing the Services in contravention of Canadian or international laws or regulations. It is incumbent upon Commercial Users to ensure full compliance with applicable legal frameworks to avoid any potential legal ramifications.

7. Commercial User Term and Termination

For Commercial Users

Term Duration: This Agreement shall persist for the Initial Term as determined by the Commercial User within their Account settings. Following the conclusion of the Initial Term, this Agreement will automatically renew for subsequent terms (‘Term’) of identical duration to the Initial Term, unless either party provides the other with written notice of non-renewal before the commencement of the subsequent Term.
Termination Conditions:
- Omtrips reserves the right to terminate this Agreement by providing written notice to the Commercial User under the following circumstances:
  - Failure to settle any outstanding amounts within thirty (30) days of receipt of written notice from Omtrips regarding overdue payments; or
  - Breach of obligations outlined in Section 3 – Access by Commercial Users – Use Restrictions or Section 14 – Confidential Information.
- Either party may terminate this Agreement by written notice to the other party in the event of a material breach by the other party, which:
  - Cannot be rectified; or
  - If remediable, remains unaddressed for thirty (30) days after the non-breaching party issues written notification of the breach.
Either party may immediately terminate this Agreement via written notice to the other party if:
- The other party becomes insolvent or fails to settle its debts in a timely manner;
- A voluntary or involuntary bankruptcy petition is filed against the other party, or it becomes subject to any domestic or foreign bankruptcy proceedings;
- The other party initiates a general assignment for the benefit of creditors; or
- A receiver, trustee, custodian, or similar agent is appointed to manage or sell a substantial portion of the other party’s assets or business by a court of competent jurisdiction.
Consequences of Expiration or Termination: Upon expiration or termination of this Agreement, the Commercial User must cease all use of Omtrips IP promptly. Additionally, in compliance with Section 14 – Confidential Information, the Commercial User must delete, destroy, or return all Omtrips IP copies and provide written certification of such action to Omtrips. Expiration or termination will not alleviate the Commercial User’s obligation to settle all Fees due before such event, nor will it entitle the Commercial User to any refunds.

8. Service Level and Support

For Commercial Users

Service Levels: Omtrips is dedicated to maintaining high service standards to ensure the uninterrupted availability of the Services. Under this commitment, Omtrips will diligently strive to meet service level objectives such as system uptime, response times, and resolution times for any reported issues.
Support Services: Commercial Users are entitled to comprehensive support services throughout the duration of this Agreement, encompassing various forms of assistance and guidance to ensure optimal usage of the Services. Support may include but is not limited to technical assistance, troubleshooting, software updates, and access to knowledge resources. Omtrips will diligently address and resolve any queries, concerns, or technical issues raised by Commercial Users in accordance with the support service standards outlined in the agreement.

9. Commercial User Payment Processing

Payment Processor Terms and Conditions: As part of the Services, Commercial Users benefit from payment processing services facilitated by Omtrips. By accepting these Terms of Service and operating as a Commercial User, you agree to adhere to the Terms and Conditions outlined by the respective Payment Processor. These terms encompass a range of obligations, including but not limited to transaction fees, dispute resolution procedures, and compliance requirements. It is imperative to acknowledge and accept these terms, as they govern the processing of payments related to your transactions on the Omtrips platform. Omtrips reserves the right to share accurate and complete information about your business and transactions with the Payment Processor as necessary to facilitate payment processing.
Payout Eligibility and Process: Upon successful registration of a Retail User, the payout for that registration becomes eligible on the first Monday following the start date of the respective retreat, program, or stay. Omtrips will initiate the transfer of funds to the Commercial User’s designated account via the agreed-upon transfer method (e.g., Bank transfer, Paypal, Wise, or Stripe). Any changes to the payout account details must be communicated to Omtrips at least 2 business days prior to the scheduled payout date to ensure seamless processing.
Transfer Fees: Transfer fees incurred from services such as Paypal, Wise, Stripe, or bank transfers will be deducted from the payout amount. Additionally, there may be additional fees levied by your bank for wire transfers and by the payment processor for chargebacks, refunds, and currency conversion, if applicable.
Additional Fees: Omtrips reserves the right to deduct any applicable fees related to transactions, marketplace bookings, chargebacks, credit card surcharges, international credit card usage, or other activities from your account before determining payout eligibility. These fees may include but are not limited to:
- Credit card surcharge from Retail User registrations, 3% of payment
- Paypal surcharge from Retail User registrations, 3% of payment
- Chargeback fee: $35.00 USD
- Early Payout fee (per early eligible payout): $50.00 USD
- Returned Wire fee (minimum charge): $75.00 USD
- Additional Wire fee (per additional wire transfer): $20.00 USD
Chargeback Transactions: A chargeback occurs when a purchaser disputes a payment directly with their card company or issuing bank. Your center remains responsible for all fees and penalties associated with chargebacks, including any fines imposed by the card networks. Omtrips will notify you upon receiving a chargeback and may delay payouts until the dispute is resolved to mitigate financial risks. You agree to cooperate fully with Omtrips during chargeback investigations, providing necessary documentation and evidence promptly to support your case. If a chargeback is resolved in your favor, reserved funds will be released to your payout account; otherwise, Omtrips will recover the disputed amount and associated fees. Failure to assist in chargeback investigations may result in irreversible chargebacks, and Omtrips reserves the right to charge a fee for mediation services. Chargeback outcomes are determined solely by Omtrips’ partner bank, and Omtrips assumes no liability for unfavorable outcomes. However, Omtrips commits to supporting you throughout the dispute resolution process.
Omtrips Service Fees: Omtrips may assess service fees for various transactions, bookings, or activities conducted through the platform. These fees are subject to change and will be communicated to you in advance. Examples of service fees include but are not limited to:
- Platform usage fees
- Transaction processing fees
- Booking fees
- Other applicable service charges
Fee Deductions and Adjustments: Omtrips reserves the right to deduct any owed fees from your account balance before processing payouts. These deductions may include service fees, credit card surcharge fees, chargeback fees, or any other applicable charges outlined in your agreement with Omtrips. Additionally, Omtrips may adjust payout amounts to account for any outstanding fees or liabilities owed by the Commercial User. Any such adjustments will be clearly communicated to the Commercial User in advance.
Supplementary Products Exclusion: Notwithstanding any provision to the contrary herein, or any representations on the Omtrips platform which may be construed as indicating otherwise, Users acknowledge and agree that those Fees presented and payable on or through the platform (including, without limitation, if a User’s bookings, payments, or purchases are made via a Commercial User’s website, or other online platform, which makes use of the platform) pertain solely to Services and Offerings, and will not include the cost of any plant-medicines or similar products (collectively, “Supplementary Products“) which may be provided, offered, or distributed by a Commercial User, or or any other party, in connection with Services or Offerings. Omtrips shall bear no responsibility or liability in connection with any provision, offering, or distribution of Supplementary Products, and is not a party thereto.

10. Intellectual Property

For Commercial Users

a. Omtrips Intellectual Property (IP): Commercial User acknowledges and agrees that Omtrips retains all rights, title, and interest, including intellectual property rights, in and to Omtrips IP. This encompasses proprietary software, algorithms, databases, user interfaces, designs, and any other materials or content provided as part of the Services. Commercial User understands that Omtrips IP is protected by copyright, trademark, patent, trade secret, and other laws, both domestically and internationally.

b. Third-Party Products: Commercial User acknowledges that Third-Party Products integrated into the Services are owned by their respective third-party providers, who retain all rights, title, and interest, including intellectual property rights, in and to such products. This includes any software, applications, or services provided by third-party vendors that may be utilized in conjunction with Omtrips’ platform. Commercial User understands that the use of Third-Party Products is subject to the terms and conditions set forth by the respective providers.

c. Commercial User Intellectual Property (IP): Except as explicitly stated in this Agreement, Commercial User retains ownership of all intellectual property rights associated with its content, including but not limited to text, images, graphics, audiovisual materials, and designs. This includes content owned or controlled by Commercial User as of the Effective Date or developed/acquired thereafter during the term of this Agreement. Commercial User’s intellectual property rights extend to original creations, trademarks, service marks, and any other proprietary materials contributed to the Services.

d. Commercial User Data: Omtrips recognizes that Commercial User retains ownership of all intellectual property rights related to Commercial User IP and Commercial User Data. In accordance with Omtrips’ Privacy Policy and relevant privacy legislation, Commercial User grants Omtrips a non-exclusive, royalty-free license to reproduce, distribute, and use Commercial User IP and Commercial User Data for the purpose of providing the Services. This license includes the right to store, transmit, and process Commercial User Data to facilitate the delivery and optimization of the Services. Additionally, Commercial User grants Omtrips a non-exclusive, perpetual, irrevocable license to reproduce, distribute, modify, and use Commercial User Data as part of Aggregated Statistics, which may be used for analytical or reporting purposes. These licenses are necessary for Omtrips to effectively deliver and improve the Services for Commercial Users while respecting Commercial User’s ownership of their proprietary data and content.

11. Infringing Material

For all Users

If you firmly believe, based on substantiated evidence, that specific materials showcased on the Marketplace infringe upon your copyright, you, as the complainant, are entitled to lodge a meticulously crafted written notice to us, ensuring it contains the following comprehensive details. It is imperative that the notice is thorough to facilitate accurate review and resolution. Please be aware that any misrepresentation of materials, content, or activity as infringing may result in liability for damages. Your notice must encompass:
- A meticulous and precise identification of the allegedly infringing material on our Platform, accompanied by hyperlinks or screenshots for clarity and ease of verification.
- A categorical statement affirming your “good faith belief that the material claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law.”
- A solemn declaration asserting that “the information furnished in the notice is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
- Full and comprehensive contact details of the complainant, including telephone number, postal address, and email address, to facilitate seamless communication and verification.
- A bona fide signature from the owner of the exclusive right allegedly infringed, or the duly authorized representative acting on their behalf, to validate the notice and affirm its authenticity.
Kindly send your detailed notice, containing all requisite particulars, via email to us at namaste@omtrips.co for expedited review and appropriate action.

12. Online Policies

For all Users

Acceptable Use Policy: Users are expected to adhere to the guidelines and regulations specified in the Acceptable Use Policy (AUP) as elaborated in Exhibit A: Acceptable Use. This policy encompasses various aspects, including but not limited to copyright infringement and other forms of prohibited conduct. In the event of a material breach of the AUP, such as copyright infringement, Omtrips reserves the right to take corrective actions, which may include the suspension or termination of the User’s access to the Service. Additionally, Omtrips retains the discretion to pursue further legal remedies available under applicable laws or as outlined in this Agreement. It is important to note that while this Agreement and the AUP establish guidelines for User conduct, Omtrips maintains the autonomy to exercise discretion in enforcing these provisions.
Privacy Policy: The Privacy Policy, accessible at https://omtrips.co/privacy/, governs the collection, usage, and protection of personal data within the scope of the Services provided by Omtrips. However, it is crucial to recognize that this policy exclusively pertains to the Services offered by Omtrips and does not extend to any third-party websites or services that may be linked to or recommended through the Services or by Omtrips employees. By utilizing the Service, Users explicitly consent to the collection, processing, and utilization of personal data in accordance with the terms delineated within the Privacy Policy.

13. Data Security

For all Users

Data Security Measures: Omtrips is committed to maintaining robust data security measures throughout the term of this Agreement. To this end, Omtrips has developed a wide array of procedures and protocols, including but not limited to:
- Administrative Safeguards: These include policies and procedures for managing access to data, training personnel on data security protocols, conducting regular risk assessments, and establishing incident response plans.
- Technical Safeguards: Omtrips employs state-of-the-art technological solutions to protect data integrity and confidentiality. This includes encryption techniques, firewalls, intrusion detection systems, and regular security audits.
- Physical Safeguards: Physical security measures are implemented to safeguard data stored in physical formats or on physical devices. This may include restricted access to data centers, surveillance systems, and environmental controls to prevent unauthorized access or damage to hardware.
- Compliance with Applicable Laws and Industry Standards: Omtrips ensures that its data security practices are compliant with all relevant laws and regulations governing data protection, including but not limited to GDPR, CCPA, and industry-specific standards such as PCI DSS for payment card data security.
These measures collectively aim to protect the confidentiality, integrity, and security of personal information, including Commercial User Data, against unauthorized access, use, modification, disclosure, or any other form of misuse.

14. Confidential Information

For Commercial Users

Throughout the duration of this Agreement, both Parties may find it necessary to disclose or provide access to a wide array of sensitive or proprietary information concerning their respective business operations. This may include, but is not limited to, details about business strategies, products, proprietary technology, intellectual property, trade secrets, financial data, customer information, and any other information that is deemed confidential in nature. Such information, irrespective of its form or medium of communication (whether oral, written, electronic, or otherwise), and regardless of whether it is explicitly labeled as “confidential,” shall collectively be referred to as “Confidential Information.”
However, it is essential to define the scope of Confidential Information by excluding certain categories, such as:
- Information that is already publicly available at the time of disclosure;
- Information that the receiving Party possessed prior to its disclosure, without any obligation of confidentiality;
- Information that the receiving Party rightfully obtained from a third party without any confidentiality restrictions; or
- Information that the receiving Party independently developed without reference to the disclosing Party’s Confidential Information.
The receiving Party is bound by a strict obligation to safeguard the confidentiality of the disclosing Party’s Confidential Information. The receiving Party shall only disclose such information to its employees or agents who have a genuine need to access it for the sole purpose of fulfilling their obligations or exercising their rights under this Agreement.
However, certain exceptions may necessitate the disclosure of Confidential Information, including but not limited to:
- Compliance with a valid court order or governmental request, provided that the Party making the disclosure notifies the other Party promptly and makes reasonable efforts to obtain a protective order; or
- Assertion of a Party’s rights under this Agreement, including the initiation of legal proceedings, where the disclosure of Confidential Information is necessary for such purposes.
Upon the termination or expiration of this Agreement, the receiving Party shall promptly return all tangible copies of the disclosing Party’s Confidential Information or, if instructed by the disclosing Party, securely dispose of such copies. Additionally, the confidentiality obligations pertaining to Confidential Information shall endure for a defined period, typically five (5) years from the date of initial disclosure, unless the Confidential Information qualifies as a trade secret under applicable law. In such cases, the confidentiality obligations shall persist for as long as the information retains its status as a trade secret, even beyond the termination or expiration of this Agreement.

15. Indemnification

For Commercial Users

Omtrips Indemnification:
- Omtrips hereby agrees to indemnify, defend, and hold harmless Commercial User from and against any and all losses, damages, liabilities, costs (including reasonable legal fees), and expenses incurred by Commercial User as a result of any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Services, or any use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, including patents, trademarks, copyrights, or trade secrets. This indemnification obligation is contingent upon Commercial User promptly notifying Omtrips in writing of the claim, cooperating fully with Omtrips, and granting Omtrips sole authority to control the defense and settlement of such claim.
- In the event of a Third-Party Claim, Commercial User shall permit Omtrips, at its sole discretion, to (A) modify or replace the Services, or any component thereof, to render it non-infringing, or (B) secure the necessary rights for Commercial User to continue using the Services. If Omtrips determines that neither of these alternatives is reasonably available, Omtrips reserves the right to terminate this Agreement, either in its entirety or with respect to the affected component, upon written notice to Commercial User.
- Notwithstanding the foregoing, Omtrips’ indemnification obligations shall not apply to any claim of infringement arising from: (A) the use of the Services in combination with data, software, hardware, or technology not provided by Omtrips or approved in writing by Omtrips; (B) modifications to the Services made by parties other than Omtrips; (C) Commercial User Data; or (D) Third-Party Products.
Commercial User Indemnification
- Commercial User agrees to indemnify, defend, and hold harmless Omtrips from and against any and all losses, damages, liabilities, costs (including reasonable legal fees), and expenses resulting from any Third-Party Claim alleging that the Commercial User Data, or any use thereof in accordance with this Agreement, infringes or misappropriates any third party’s intellectual property rights. Additionally, Commercial User shall indemnify Omtrips for any Third-Party Claims based on Commercial User’s or any Authorized User’s (A) negligence or willful misconduct; (B) unauthorized use of the Services; (C) use of the Services in conjunction with unauthorized data, software, hardware, or technology not provided by Omtrips or approved in writing by Omtrips; or (D) modifications to the Services made by parties other than Omtrips. Commercial User may not settle any Third-Party Claim against Omtrips without Omtrips’ prior written consent, and Omtrips reserves the right to defend itself against any such claim or participate in its defense through counsel of its choice.

16. Disclaimer of Warranties

For all Users

Except for the express warranties specified in this Agreement, THE SERVICE IS PROVIDED ‘AS IS’ AND AS AVAILABLE, AND OMTRIPS DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OMTRIPS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
OMTRIPS makes no warranty of any kind that:
- THE SERVICE OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS,
- THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
- THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR
- THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
- OMTRIPS makes no warranties regarding the accuracy, reliability, or completeness of any information provided through the Services. Users acknowledge that any reliance on such information is at their own risk. Additionally, OMTRIPS does not warrant that any defects or errors in the Services will be corrected.
Without limiting the generality of the foregoing:
- OMTRIPS HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
- OMTRIPS does not warrant that the Services will perform without error or immaterial interruption. Any reference to “error-free” or “uninterrupted” in these terms is subject to the inherent limitations of technology and the Internet.
- Furthermore, OMTRIPS does not guarantee the security, reliability, or availability of its servers or the data stored on them. Users acknowledge that electronic communications and databases are subject to errors, tampering, and unauthorized access, and OMTRIPS cannot guarantee that such events will not occur.

17. Limitation of Liability

For all Users

In no event shall Omtrips, its affiliates, directors, officers, employees, agents, or licensors be liable under any legal or equitable theory, including but not limited to breach of contract, tort (including negligence), strict liability, or otherwise, for any of the following types of damages:
- Indirect Damages: Damages that are not directly caused by the breach or wrongful act, including but not limited to:
  - Incidental damages: Unforeseen and immediate damages arising indirectly from the breach or wrongful act.
  - Special damages: Specific damages that are unique to the circumstances of the breach, beyond general damages.
  - Consequential damages: Damages resulting from the consequences or aftermath of the breach, such as lost profits or business opportunities.
  - Exemplary damages: Damages awarded as a form of punishment or deterrence for egregious conduct.
  - Aggravated damages: Damages awarded to compensate for mental distress or humiliation caused by the breach.
  - Punitive damages: Damages awarded to punish the breaching party for willful misconduct or gross negligence.
- Losses and Costs: Damages related to financial losses or increased costs, including but not limited to:
  - Diminution in value of assets or investments: Reduction in the worth or value of assets or investments as a result of the breach.
  - Lost business opportunities or production: Missed chances for business growth or revenue generation due to the breach.
  - Lost revenues or profits: Reduction in income or earnings directly attributable to the breach.
  - Costs incurred due to interruptions or delays in business operations: Expenses resulting from disruptions or slowdowns in business activities caused by the breach.
  - Costs associated with data recovery or replacement of goods or services: Expenses for restoring lost or corrupted data or replacing damaged goods or services.
  - Any other financial losses or increased costs suffered by the user.
- Intangible Losses: Losses that are not easily quantifiable or measurable, including but not limited to:
  - Loss of goodwill or reputation: Damage to the user’s standing or reputation in the eyes of customers or the public.
  - Loss of use or access to data or systems: Inability to utilize or access critical data or systems due to the breach.
  - Breach of data security leading to reputational damage or loss of trust: Harm caused by unauthorized access to sensitive information, resulting in loss of trust or confidence.
  - Any other intangible losses suffered by the user or third parties. This comprehensive limitation of liability applies even if Omtrips has been advised of the possibility of such damages, or if such damages were otherwise foreseeable.

18. General

For all Users

Notices: All communications between the Parties, including notices, requests, consents, claims, demands, waivers, and other similar communications (collectively referred to as “Notices”), shall be in writing and sent to the addresses specified in the User’s Account or to any other address designated by a Party in accordance with this section. Notices sent by Omtrips shall be deemed received 7 days after being sent if sent by postal mail, or immediately if sent electronically. Notices sent by the User shall be deemed received upon confirmation of delivery. Notices must clearly state the nature of the communication, the relevant provisions of the Agreement being referenced, and any actions required by the receiving Party.
Amendment: Omtrips reserves the right to amend this Agreement and any related policies listed on its website (https://omtrips.co/terms) from time to time. Amendments shall be communicated to Commercial Users through written notice, specifying the nature of the changes and the effective date. Such amendments shall be deemed accepted and effective 30 days after the notice is sent, unless Omtrips receives written rejection from the Commercial User. If rejected, the original Agreement shall continue until the end of the current Term, after which the amendments shall take effect unless terminated by the Commercial User. Commercial User’s continued use of the Service after the effective date of an amendment constitutes acceptance by the Commercial User. Omtrips shall make reasonable efforts to highlight the changes made in each amendment notice for the clarity of the Commercial User.
Independent Contractors: The Parties acknowledge that they are independent contractors and shall represent themselves as such in all dealings. Neither Party is authorized to act as an agent of the other, and no Party may bind the other in any manner. Each Party shall be solely responsible for its own employees, agents, and contractors, including the payment of their wages, benefits, and taxes. The Parties agree to maintain appropriate insurance coverage for their respective operations and employees. The Parties further agree that they shall not be considered joint ventures, partners, or agents of each other and shall have no authority to enter into any agreements or contracts on behalf of the other Party. Any agreements between the Parties shall be limited to the scope and terms explicitly stated in this Agreement, and no additional obligations or liabilities shall arise by implication.
Waiver: No waiver by any Party of any provision of this Agreement shall be deemed a waiver of any other provision or a continuing waiver of the same provision in the future. Any waiver must be explicit, in writing, and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. No waiver of any provision of this Agreement shall be effective unless it is expressly stated to be a waiver of that specific provision.
Force Majeure: In the event that either Party is prevented from performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental actions, labor disputes, and disruptions in internet services, such Party shall be excused from such performance for the duration of the event and to the extent that it is affected by it. The affected Party shall promptly notify the other Party of the force majeure event and its anticipated duration. During the period of force majeure, the Parties shall work together in good faith to mitigate the impact of the event and resume performance of their obligations as soon as practicable.
Assignment: Commercial User may not assign or transfer any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Omtrips. Any attempted assignment, transfer, or delegation in violation of this provision shall be null and void. Omtrips may freely assign or transfer this Agreement or any of its rights and obligations hereunder without notice to Commercial User. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any assignment or transfer of this Agreement by Omtrips shall not relieve Omtrips of its obligations hereunder unless expressly agreed to in writing by the Parties.
Governing Law: This Agreement and any dispute arising out of or related to it, including any issues regarding its existence, validity, or termination, shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of the State of Wyoming or the federal courts located within that state, and each Party consents to the jurisdiction of such courts for the purpose of any such action or proceeding.
Choice of Forum: Any legal action, suit, litigation, or proceeding arising out of or relating to this Agreement, including any statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be brought exclusively in the courts of the State of Wyoming. Each Party irrevocably submits to the jurisdiction of such courts for any such action or proceeding. Any process, summons, notice, or other document served in connection with any legal action or proceeding brought in such courts shall be considered properly served upon the Party if sent by mail to the Party’s address specified in this Agreement. Each Party agrees that any final judgment issued by such courts shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. The invalidity, illegality, or unenforceability of any provision in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision is found to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent to the maximum extent possible.
Order of Precedence: In the event of any inconsistency or conflict between the provisions contained in this Agreement, its related Exhibits, and any other documents incorporated herein by reference, including additional policies listed at https://omtrips.co/terms, the following order of precedence shall govern:
- First, the terms and conditions set forth in this Agreement, excluding its Exhibits;
- Second, the provisions outlined in the Exhibits to this Agreement as of the Effective Date;
- Third, any other documents incorporated herein by reference, including additional policies listed at https://omtrips.co/terms. Should any ambiguity or discrepancy arise among the aforementioned documents, precedence shall be given to the terms and conditions outlined in this Agreement, followed by its Exhibits, and then other documents incorporated by reference.
Equitable Relief: Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 14 – Confidential Information or, in the case of Commercial User, Section 3 – Access by Commercial Users – Use Restrictions, would cause the other Party irreparable harm. In such instances, monetary damages may not be an adequate remedy. Therefore, in the event of such breach or threatened breach, the affected Party shall be entitled to equitable relief, including but not limited to:
- (i) Issuance of a restraining order,
- (ii) Granting of an injunction,
- (iii) Specific performance,
- (iv). Any other relief available from a court of competent jurisdiction.
- Such remedies shall be in addition to any other remedies available at law, in equity, or otherwise, and the affected Party shall not be required to post a bond or other security or prove actual damages or that monetary damages are inadequate.
Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, between the Parties regarding the subject matter of this Agreement. Each Party acknowledges that they have not relied on any representations, warranties, or statements, whether written or oral, other than those expressly set forth in this Agreement.

Exhibit A: Acceptable Use

For all Users

Last modified: March 23, 2024

Introduction: Welcome to Omtrips’ Acceptable Use Policy (“AUP”), a comprehensive framework designed to regulate the utilization of Omtrips Services. This policy is essential to ensure compliance with legal requirements, protect the interests of all Users, and uphold the integrity of Omtrips’ operations. By accessing and utilizing Omtrips Services, Users agree to abide by the terms outlined in this AUP.
- 1.1. Purpose: The primary objective of this AUP is to establish guidelines that govern the acceptable use of Omtrips Services. It aims to foster a secure, reliable, and compliant environment for all Users while safeguarding the reputation and integrity of Omtrips as a service provider.
- 1.2. Legal Compliance: Omtrips is committed to upholding the highest standards of legal compliance and expects all Users to adhere to applicable laws and regulations. This AUP serves as a mechanism to ensure alignment with relevant legal frameworks governing online activities, including but not limited to data protection, anti-spam, and intellectual property laws.
- 1.3. Protection of Interests: Central to the ethos of this AUP is the protection of the interests of all stakeholders, including Users, clients, partners, and Omtrips itself. By establishing clear guidelines and standards of conduct, this policy mitigates risks associated with misuse or abuse of Omtrips Services, thereby fostering trust and confidence among all parties involved.
- 1.4. User Agreement: Every User engaging with Omtrips Services implicitly agrees to comply with the provisions outlined in this AUP. Failure to adhere to these terms may result in corrective action, including but not limited to suspension or termination of access to Omtrips Services, in accordance with the protocols established in the Terms of Service.
Scope and Application: The AUP applies universally to all Users of Omtrips Services, regardless of the nature or extent of their engagement. Each User is obligated to adhere to the provisions stipulated herein and assumes full responsibility for any violations thereof. Furthermore, Users are prohibited from aiding or abetting activities that contravene this AUP. Omtrips reserves the right to enforce compliance through various measures, including proactive monitoring and responsive action, which may include suspension or termination of User access to Omtrips Services, as per the protocols established in our Terms of Service.
- 2.1. Applicability: This AUP governs the conduct of all Users accessing or utilizing Omtrips Services, irrespective of their subscription tier, geographic location, or organizational affiliation. It applies to individual Users, businesses, and any other entities accessing Omtrips Services through authorized means.
- 2.2. Responsibilities of Users: Each User is responsible for familiarizing themselves with the provisions of this AUP and ensuring compliance with its terms. Users must refrain from engaging in activities that violate this policy or enable others to do so. Failure to adhere to these guidelines may result in disciplinary action, as outlined in the Terms of Service.
- 2.3. Assistance and Cooperation: Users are expected to cooperate with Omtrips in the enforcement of this AUP by promptly reporting any suspected violations or suspicious activities. By maintaining transparency and vigilance, Users contribute to the overall integrity and security of Omtrips Services, thereby enhancing the user experience for all stakeholders involved.
- 2.4. Enforcement Mechanisms: Omtrips reserves the right to enforce compliance with this AUP through various means, including but not limited to monitoring user activity, investigating reported violations, and implementing corrective measures as deemed necessary. Users found in breach of this AUP may face penalties, up to and including suspension or termination of access to Omtrips Services, as per the severity of the violation and in accordance with the Terms of Service.
Reporting Suspected Violations:
- 3.1. Timely Reporting: Users are encouraged to promptly report any suspected violations of the Acceptable Use Policy (AUP) to Omtrips via email at namaste@omtrips.co. The effectiveness of our enforcement efforts relies on the vigilance and cooperation of our Users in identifying potential infractions. Timely reporting allows us to swiftly investigate and address any breaches of the AUP, thereby safeguarding the integrity of our services and protecting the interests of all Users.
- 3.2. Comprehensive Investigation: Upon receiving reports of suspected violations, Omtrips undertakes comprehensive investigations to ascertain the veracity of the claims. Our investigative process involves meticulous examination of the reported incident, including gathering relevant evidence and assessing the scope and impact of the alleged violation. We employ a systematic approach to ensure thoroughness and accuracy in our findings, enabling us to take appropriate remedial action in accordance with our policies.
- 3.3. Responsive Action: Following the investigation, Omtrips takes responsive action based on the severity and nature of the violation. This may include imposing sanctions, such as warnings, suspension of services, or termination of access, depending on the circumstances. Our goal is to uphold the integrity of our platform and maintain a safe and compliant environment for all Users. We are committed to transparency and fairness in our enforcement actions, ensuring that Users are informed of the outcome and rationale behind any disciplinary measures taken.
Prohibited Email Actions:
- 4.1. Use of Deceptive Practices: Users are strictly prohibited from employing deceptive practices in email communications, including the use of invalid or forged headers, domain names, or transmission paths. Such practices are aimed at misleading recipients about the origin or nature of the email and can undermine trust in the sender. Omtrips enforces strict measures to detect and prevent the use of deceptive practices, including automated monitoring and content analysis tools.
- 4.2. Unauthorized Use of Third-Party Resources: Users must refrain from unauthorized use of third-party resources, such as internet domain names or equipment, in their email communications. This includes obtaining proper consent from third parties before using their domain names or relaying emails through their equipment. Failure to obtain consent can result in legal consequences, including allegations of infringement or unauthorized access to resources, leading to potential legal liabilities for the User and reputational harm to Omtrips.
- 4.3. Compliance with Trademark Usage Guidelines: Users are prohibited from using Omtrips’ trademarks, taglines, or logos in their email communications without prior written consent. Any such usage must adhere to Omtrips’ trademark usage guidelines, which outline specific requirements and restrictions governing the use of Omtrips’ intellectual property. Unauthorized use of trademarks can lead to confusion among recipients and dilution of Omtrips’ brand identity, necessitating strict enforcement measures to protect the integrity of our trademarks.
Email Opt-out Requirements:
- 5.1. Compliance with Header Information Standards: Users must ensure that all emails sent through the Service contain accurate and non-misleading header information, including sender identification and contact details. Compliance with header information standards is essential to facilitate transparency and enable recipients to identify the origin of the email. Failure to provide accurate header information can result in violations of anti-spam regulations and damage to sender reputation.
- 5.2. Inclusion of Opt-out Mechanisms: Each email sent through the Service must include a clear and conspicuous opt-out mechanism that allows recipients to unsubscribe or opt-out from future communications. Users are responsible for implementing and maintaining effective opt-out mechanisms in compliance with regulatory requirements, such as the CAN-SPAM Act. Providing recipients with the ability to manage their preferences demonstrates respect for their privacy rights and helps build trust and credibility with the audience.
- 5.3. Prompt Compliance with Opt-out Requests: Users are required to promptly honor opt-out requests from recipients and cease further communications upon receiving such requests. Timely compliance with opt-out requests is essential to demonstrate respect for recipient preferences and ensure compliance with regulatory obligations. Failure to honor opt-out requests can result in allegations of spamming and regulatory enforcement actions, highlighting the importance of prompt and effective response mechanisms.
No Disruption:
- 6.1. Impact on Another’s Property: – Users must refrain from engaging in any activities that could disrupt or compromise the normal functioning, privacy, integrity, or security of another party’s digital assets. This includes but is not limited to:
  - Unauthorized access to or tampering with another user’s account, domain name, URL, website, network, system, or data.
  - Intentional or unintentional actions that compromise the confidentiality, integrity, or availability of another user’s information or resources.
  - Any attempt to bypass security measures or exploit vulnerabilities in another user’s digital infrastructure.
  - Transmitting or distributing malware, viruses, or other harmful software that could infect or damage another user’s devices or networks.
- 6.2. Limits on Automated Systems: Users are prohibited from employing automated systems, scripts, or bots that generate an excessive volume of requests or data traffic to Omtrips’ servers within a short period. This includes:
  - Using automated tools to scrape or extract data from Omtrips’ websites or services at a rate that exceeds normal human browsing behavior.
  - Sending automated requests or messages in a manner that overwhelms Omtrips’ servers, causing service degradation or downtime for other users.
  - Engaging in activities that trigger rate-limiting mechanisms or denial-of-service protections, impacting the availability and performance of Omtrips’ services for legitimate users.
- 6.3. Avoidance of Overburdening: Users must ensure that their usage of the Omtrips Service does not impose an undue burden on Omtrips’ infrastructure or degrade the quality of service for other users. This entails:
  - Adhering to usage limits and quotas specified in Omtrips’ terms of service or acceptable use policy.
  - Refraining from engaging in activities that consume an excessive amount of system resources, such as CPU, memory, or bandwidth.
  - Using the service responsibly and avoiding actions that could lead to service disruptions or slowdowns for other users.
  - Cooperating with Omtrips’ efforts to maintain the stability, reliability, and security of its infrastructure by reporting any suspected abuse or unusual activity.
Proper Usage of the Service:
- 7.1. Compliance with Content Standards: Users are expected to adhere to high standards of conduct and ethics when using the Omtrips Service, including:
  - Avoiding offensive, abusive, or harassing language or behavior in communications with other users or within user-generated content.
  - Ensuring that all content uploaded, shared, or distributed through the service complies with applicable laws, regulations, and community guidelines.
  - Respecting the rights and privacy of others by refraining from posting or sharing defamatory, libelous, or misleading information.
  - Using the service in a manner that promotes inclusivity, diversity, and mutual respect among users from different backgrounds and perspectives.
- 7.2. Respect for Intellectual Property Rights: Users must uphold the intellectual property rights of others and refrain from infringing upon copyrights, trademarks, patents, or other proprietary rights. This includes:
  - Obtaining proper authorization or licenses before using, reproducing, or distributing copyrighted materials, trademarks, or other protected content.
  - Refraining from uploading or sharing content that infringes upon the intellectual property rights of third parties, including unauthorized use of logos, images, or creative works.
  - Reporting any suspected instances of copyright infringement or intellectual property theft to Omtrips’ designated copyright agent for prompt resolution and enforcement.
- 7.3. Prevention of Harmful Activities: Users are responsible for maintaining a safe and secure online environment within the Omtrips community by:
  - Avoiding activities that could harm or compromise the security, privacy, or well-being of other users, such as phishing scams, identity theft, or social engineering attacks.
  - Refraining from sharing or distributing content that contains malicious code, viruses, malware, or other harmful software that could damage or disrupt users’ devices or networks.
  - Promoting positive online behavior and constructive interactions among users while discouraging activities that promote hate speech, violence, discrimination, or illegal conduct.
  - Taking proactive measures to protect their own accounts and personal information from unauthorized access or exploitation, such as using strong passwords, enabling two-factor authentication, and practicing good cybersecurity hygiene.
Omtrips Trademark Use:
- 8.1. Restrictions on Trademark Usage: Users are strictly prohibited from using any of Omtrips’ trademarks, logos, taglines, or other identifying marks without prior written consent. This includes:
  - Using Omtrips’ trademarks in any promotional materials, advertising campaigns, or marketing collateral without explicit authorization.
  - Modifying or altering Omtrips’ trademarks in a way that could cause confusion or misrepresentation of the company’s brand identity.
  - Creating derivative works or adaptations of Omtrips’ trademarks without obtaining proper licensing or permission from the company.
  - Associating Omtrips’ trademarks with any content, products, or services that could tarnish or dilute the brand’s reputation or goodwill.
- 8.2. Prohibited Use Cases: Users must refrain from engaging in any activities that could mislead or deceive others regarding their affiliation with Omtrips or endorsement by the company. This includes:
  - Using Omtrips’ trademarks in domain names, social media handles, or email addresses without express written consent from the company.
  - Implying a false association or endorsement by Omtrips in any communications, publications, or online profiles.
  - Falsely claiming an official partnership, sponsorship, or endorsement by Omtrips for personal or commercial gain.
  - Using Omtrips’ trademarks in a manner that suggests ownership, control, or authorization by the user without explicit permission from the company.
- 8.3. Compliance with Guidelines: Users who receive authorization to use Omtrips’ trademarks must adhere to the company’s trademark usage guidelines and policies. This includes:
  - Following specific instructions or restrictions outlined in Omtrips’ trademark usage guidelines regarding logo placement, color usage, and design specifications.
  - Seeking approval from Omtrips’ legal department or brand management team for any deviations from the standard trademark usage guidelines.
  - Maintaining the integrity and consistency of Omtrips’ brand identity by using trademarks in a manner that aligns with the company’s visual identity and messaging guidelines.
General Terms:
- 9.1. Suspension for AUP Violations: Omtrips reserves the right to suspend or terminate a user’s access to the service immediately if they are found to be in violation of the Acceptable Use Policy (AUP). This includes:
  - Suspending access to the service without prior notice if there is evidence of egregious or repeated violations of the AUP, such as spamming, hacking, or engaging in illegal activities.
  - Providing users with a reasonable period to respond and rectify any alleged breaches of the AUP before taking enforcement actions, unless immediate suspension is warranted to prevent imminent harm or damage.
  - Notifying users of the reasons for their suspension or termination and providing them with an opportunity to appeal or contest the decision through established channels or dispute resolution mechanisms.
- 9.2. Disclosure of Information: Omtrips may disclose information related to a user’s use of the service to comply with legal obligations or respond to requests from law enforcement, regulatory authorities, or government agencies. This includes:
  - Sharing user data or communication logs with authorized parties to investigate or prosecute suspected violations of laws, regulations, or court orders.
  - Notifying users in advance if their information is being disclosed to third parties for legal or regulatory purposes, unless prohibited by law or court order.
  - Respecting user privacy rights and implementing appropriate safeguards to protect sensitive information during disclosure processes, such as encryption, anonymization, or data minimization techniques.
Non-Compliance with Acceptable Use Policy (AUP):
- 10.1. Enforcement Actions: In the event of non-compliance with the Acceptable Use Policy (AUP), Omtrips reserves the right to take various enforcement actions to address violations. These actions may include:
  - Issuing warnings or notifications to users regarding their non-compliant behavior and providing guidance on corrective measures to achieve compliance.
  - Temporarily suspending or restricting access to certain features or functionalities of the service until the user rectifies the AUP violation and demonstrates a commitment to adhering to the policy in the future.
  - Terminating the user’s account or subscription to the service if the non-compliance poses a significant risk to the security, integrity, or reputation of Omtrips, its users, or the service itself.
  - Implementing progressive disciplinary measures for repeat offenders or individuals who persistently violate the AUP despite prior warnings or corrective actions.
- 10.2. Review and Appeal Process: Omtrips will provide users with an opportunity to review and appeal any enforcement actions taken against them for alleged AUP violations. This process involves:
  - Informing users of the specific reasons for the enforcement action, including details of the AUP provisions that were allegedly violated and evidence supporting the decision.
  - Allowing users to submit a written appeal or response to contest the enforcement action and present any mitigating factors or evidence in their defense.
  - Conducting a thorough review of the user’s appeal by impartial personnel or a designated review board within Omtrips, ensuring transparency and fairness in the decision-making process.
  - Communicating the outcome of the appeal to the user in a timely manner, along with any reinstatement of access or modifications to the enforcement action based on the review findings.
- 10.3. Continuous Monitoring and Compliance Measures: Omtrips will implement proactive measures to monitor and enforce compliance with the AUP on an ongoing basis. These measures include:
  - Employing automated systems and manual reviews to detect and investigate potential AUP violations, such as spamming, phishing, or other abusive behaviors.
  - Providing user education and awareness programs to promote understanding of the AUP requirements and encourage voluntary compliance among all users of the service.
  - Collaborating with industry partners, regulatory authorities, and law enforcement agencies to exchange information and best practices for combating AUP violations and enhancing cybersecurity measures.
  - Regularly reviewing and updating the AUP based on evolving threats, regulatory changes, and feedback from stakeholders to ensure its effectiveness and relevance in safeguarding the integrity and security of the service.

Exhibit B: Marketplace for Commercial Users

Last modified: March 6, 2025

Listings:
- 1.1. Commercial Users can submit listings on the Marketplace (https://omtrips.co) with purchase of a listing package.
- 1.2. You may not list venues, retreats, events, products, or services that contravene applicable Law.
- 1.3. Your listings must adhere to the Supplementary Products Exclusion described in Section 9: Commercial User Payment Processing, which prohibits the inclusion of plant medicine or other similar products in the cost of the event, retreat, or stay.
Photographic Images Policy:
- 2.1. Full Color: Use only clear full-color photos when possible.
- 2.2. Perspective and Size: Use only images in landscape mode (not portrait mode). The recommended ratio is 1800px wide by 1200px tall.
- 2.3. Images or Videos Ownership: You may only post images or videos that do not violate another individual’s or company’s intellectual property rights.
- 2.4. No Text or Watermarks: Do not upload photos with superimposed text, watermarks, or other after-effects. However, you may discreetly include your center’s official logo on the photo.
- 2.5. Single Authentic Image: Use only photos that depict a single scene or setting. Do not upload collages or other types of images composed of multiple photos.
- 2.6. No Nudity: Posting images or videos of nude people is not permitted.
- 2.7. Listing Modifications: We reserve the right at our sole discretion to remove or modify a listing. Modifications may include changing the title, correcting grammar and punctuation, editing the flow and arrangement of sections, images, and text, and similar actions.
Qualifying Registrations:
- 3.1. Retail Users who access the Marketplace (https://omtrips.co) to actively search for authentic retreats are identified by Omtrips as Leads.
- 3.2. If a Lead results in a qualifying registration for one of your retreats, a booking commission will be applied to the total price of that registration.
- 3.3. For commission purposes, a qualified registration is one where the Retail User clicks “reserve” on your event page on the Marketplace and makes a deposit payment on omtrips.co.
Commission and Cancellation Policies
- 4.1. Commission: All Commercial Users agree to pay a booking commission fee on the total price of the qualifying registration (including bookings that use the pricing method ‘suggested donation’), and any deposits that are not fully refunded. However, as part of a special promotional offer, our first 100 and selected users will benefit from a 0% commission fee instead of the standard 5% rate during their first year of membership or for an agreed shorter term via email. The booking fee does not apply to taxes, credit card fees, or donations.
- 4.2. Cancellation Policy: Commercial users may select one of the cancellation policies listed on our Cancellation Policy, available at https://omtrips.co/cancellation-policy, which only applies to the deposit payment and not to the remaining balance, to be in effect for all Marketplace registrations associated with their Account.
- 4.3. Availability: Commercial users are responsible for maintaining and updating calendars and availability in real time if they also have bookings elsewhere on other platforms. If they are overbooked because of bookings elsewhere, they are responsible for informing Omtrips and the retail user and refunding them within 72 hours.
Communication
- Commercial Users are responsible for managing communication with the Retail User related to bookings completed on the Marketplace. Specifically, you must contact the Retail User to confirm their booking within 72 hours, and respond to Retail Users who use the Message links on the Marketplace within 72 hours business days.
Commission Disputes
- Contact us at namaste@omtrips.co if you wish to dispute a commission charge.
Cancellation Within 72 Hours of Booking
- 7.1. We expect our commercial users to reply to all bookings done through our platform within 24 hours. Please confirm the reservation directly with the retail user who booked using the email address provided in our booking confirmation emails.
- 7.2. If for any reason you are unable to accept the booking, please communicate immediately to the guest and us.
- 7.3. Guests are provided with a 72-hour grace period to cancel their booking unless the event is starting less than 72 hours from the booking time. If a guest asks to cancel their booking within this grace period, they will receive a full refund of their deposit or amount paid.
- 7.4. After the 72-hour grace period, the cancellation policy, set by you, for your listing will go into full effect.

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Terms of Service

1. Definitions

2. Products and Services

3. Access and Conditions of Use

4. Responsibilities

5. Commercial User Fees and Payment

6. Commercial User Location of Sale

7. Commercial User Term and Termination

8. Service Level and Support

9. Commercial User Payment Processing

10. Intellectual Property

11. Infringing Material

12. Online Policies

13. Data Security

14. Confidential Information

15. Indemnification

16. Disclaimer of Warranties

17. Limitation of Liability

18. General

Exhibit A: Acceptable Use

Exhibit B: Marketplace for Commercial Users