Seller Agreement

1 Definitions

As used in this Agreement:

• "Marketplace" means the Travel Advisor Marketplace website and the related services we operate.
• "Seller" means a registered user — you — who lists Products for sale through the Marketplace.
• "Buyer" means a registered user who purchases Products through the Marketplace.
• "Products" means the digital materials you offer for sale through the Marketplace.
• "Content" means any material you submit, upload, or display on or through the Marketplace, including Products, listings, descriptions, and images.

2 Your Relationship with the Marketplace

Travel Advisor Marketplace is a digital platform on which travel advisors offer, sell, and purchase original resources designed to support the travel advisory industry. As a Seller, you list and sell your own Products to other users.

Products you may offer include, but are not limited to:

• Social media templates
• Marketing and email templates
• Client forms, guides, and checklists
• Design templates (including Canva templates)
• Training materials and standard operating procedures
• Educational resources, business tools, and worksheets

The Marketplace acts solely as a venue that facilitates transactions between Buyers and Sellers. The Marketplace is not a party to, and does not take title to or ownership of, any Product you sell. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between you and the Marketplace; you sell as an independent business.

3 Seller Eligibility and Your Account

You must be at least eighteen (18) years old to sell on Travel Advisor Marketplace.

By opening a store, you represent and warrant that:

• You have the legal capacity and authority to enter into this Agreement;
• All information you provide is accurate and current, and you will keep it accurate and current;
• You will comply with all applicable laws and regulations in connection with your use of the Marketplace.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us promptly of any unauthorized use of your account.

4 Your Responsibilities as a Seller

You represent, warrant, and agree that you:

• Own, or hold all rights necessary to sell, every Product you list;
• Will not upload or sell Content that infringes any copyright, trademark, or other intellectual property right;
• Hold the appropriate commercial-use rights, licenses, or permissions for all fonts, clip art, images, graphics, symbols, and other content incorporated into your Products;
• Will not use listings, store pages, or Buyer communications on the Marketplace to advertise or direct Buyers elsewhere to purchase the Seller’s products, as described in the Prohibited Activities section;
• Are solely responsible for the accuracy, legality, and quality of your listings and Products;
• Will not sell materials obtained through unauthorized resale or redistribution;
• Will comply with all tax obligations applicable to your earnings;
• Will respond to Buyer inquiries in good faith and make reasonable efforts to resolve any Buyer dissatisfaction;
• Will issue a refund where a dispute with a Buyer cannot otherwise be resolved, in accordance with the Refunds section below.

The Marketplace reserves the right to remove any listing that violates this Agreement.

5 Ownership and Licenses

You retain all intellectual property rights in the Products you create. Selling a Product does not transfer ownership of your work to the Marketplace or to a Buyer — a sale conveys only the license described below.

Separately from the license a sale grants a Buyer, you grant the Marketplace itself a limited, worldwide, non-exclusive, royalty-free license to host, store, back up, reproduce, display, and transmit your Content solely as necessary to operate the Marketplace and facilitate your sales — including storing your files, displaying your listing titles, descriptions, previews, and images, promoting your listings within the Marketplace, and delivering purchased Products to Buyers on your behalf.

The Marketplace will not sell, license, sublicense, distribute, publish, or otherwise commercially exploit your Content for its own account, and will not use it for any purpose other than operating the Marketplace and facilitating your sales, except as necessary to comply with law, to enforce this Agreement, or as you otherwise authorize in writing. We do not acquire any right to use a Product as though we had purchased it; to use a Product for our own purposes, we must purchase it on the same terms as any other Buyer. This license continues only while your Content remains on the Marketplace and ends when it is removed, except that we may retain residual copies in routine backups for a commercially reasonable period, and the license needed to support Products already delivered to Buyers under a completed purchase survives.

Unless you state otherwise in a product listing, each purchase grants the Buyer a non-exclusive, non-transferable, non-sublicensable license to use the Product for the Buyer’s own travel business.

Under this license, Buyers may:

• Edit and customize purchased Products;
• Use Products within their own business operations.

Buyers may not:

• Resell Products, or derivatives of Products, as standalone items;
• Claim ownership or authorship of the original work;
• Share Product files with third parties;
• Upload Products to public file-sharing platforms or repositories.

Any expanded commercial rights you wish to offer must be expressly stated in your product description.

6 Content Standards and Review

The Marketplace actively moderates listings for safety. We may review the listings, Content, and files you submit — by manual and/or automated means — before or after a listing becomes available, and at any time while it remains on the Marketplace, but we do not review or scan every listing, Product, or file. We reserve the right, in our sole discretion, to reject, edit, remove, or suspend any listing, Product, file, or account — with or without notice — that we determine falls within the categories below or otherwise violates this Agreement.

Content that is not permitted, and that we may reject, remove, or suspend when we identify it:

• Offensive, discriminatory, hateful, or otherwise inappropriate material;
• Malware, viruses, or other harmful, malicious, or corrupted code or files.

We do not pre-screen your Content for copyright or other intellectual property infringement, plagiarism, the accuracy of your claims, or general legal compliance. You are solely responsible for ensuring your Content is original, non-infringing, accurate, and lawful, as set out in Your Responsibilities as a Seller and Prohibited Activities. We address these matters reactively — when Content is reported to us, or when we receive a valid legal notice — rather than by monitoring. If another party believes your Content infringes their rights, we encourage them to contact you first to seek resolution; they may also submit a formal notice under our Copyright Complaints and Takedown (DMCA) section, which we will handle as described there and in our Terms and Conditions.

The Marketplace does not review every listing, Product, or file, and any review it does perform is to protect the integrity of the platform and our users; it is not performed for your benefit and creates no duty or warranty to you. No review constitutes an endorsement, certification, or guarantee of any Product, and it does not relieve you of responsibility: you remain solely responsible for the Content you create and distribute, including for ensuring your files are free of viruses, malware, and other harmful components.

7 Fees, Payments, and Payouts

• All prices are listed in U.S. Dollars unless otherwise specified.
• Payments are processed by third-party payment providers and are subject to those providers’ terms. The Marketplace does not store full payment card numbers.
• You authorize the Marketplace to deduct applicable fees, as set out in the Marketplace’s published fee schedule, before your earnings are disbursed.
• Your net earnings are paid out to the payout method you connect, subject to the Marketplace’s payout schedule.
• Minimum payout: payouts are made automatically once your available (cleared) balance reaches a minimum threshold (currently $50.00). Until your balance reaches this minimum it carries over and is paid out once the threshold is met. The current minimum is shown on your Payouts page and may be updated from time to time.
• On-demand payouts: where the “Pay out now” option is available on your Payouts page, you may request an immediate payout of your available (cleared) balance instead of waiting for your scheduled payout, and the minimum payout threshold does not apply. On-demand payouts carry a processing fee, which is deducted from the amount paid out and shown to you for confirmation before the payout is submitted. The fee may be higher when your payout account is held in a currency other than U.S. Dollars. If an on-demand payout fails or is canceled, the funds and the fee are returned to your balance. The Marketplace may change the on-demand payout fee or suspend the option at any time.
• Clearing hold: funds from each sale are held for a clearing period (currently 3 days from the date of purchase) before they become available for payout. This protects against refunds and chargebacks that occur shortly after a sale.
• Refunds or chargebacks after payout: if a refund or chargeback occurs after you have already been paid out for a sale, your balance with the Marketplace may become negative. While your balance is negative, your payouts are paused until the balance is reconciled.
• The Marketplace may hold, pause, or offset payouts as reasonably necessary to cover refunds, chargebacks, disputes, or a negative balance on your account.
• You are responsible for all taxes applicable to your earnings, except where the Marketplace or its payment provider is required by law to collect and remit a tax.

8 Tax Reporting and Delivery of Tax Forms

You are responsible for your own taxes on income you earn through the Marketplace. Where required by United States federal or state law, we (or our payment provider acting on our behalf) will file information returns, such as IRS Form 1099-K, reporting your gross transaction activity, and will provide you a copy. You agree to provide accurate taxpayer information, including your legal name, address, and taxpayer identification number, and to keep it current. If the taxpayer information you provide cannot be verified, payouts to you may be paused until it is corrected.

The information returns described in this section are United States tax forms. We do not issue Canadian tax slips or other non-United States tax forms. If you are not a United States taxpayer, including if you are a Canadian seller, you remain responsible for reporting and paying tax on your Marketplace income to your own tax authorities.

Electronic delivery of tax forms

Electronic delivery is our standard method for providing tax forms. Forms are made available to you electronically, and you will be notified by email when a form is ready. You will be asked to confirm your delivery preferences for tax forms. Paper copies are available on request.

9 Refunds

Because Products are digital in nature:

• All sales are generally final.
• Refunds will not be issued for accidental purchases, change of mind, or failure to read a product description.
• Refund requests arising from duplicate charges, inaccessible or corrupted files, or technical errors should first be raised with you, and may be reviewed on a case-by-case basis between you and the Buyer.
• If you and the Buyer cannot reach a resolution, the Marketplace reserves the right to make the final determination of refund eligibility.
• When a refund or chargeback is processed, the corresponding amount is recovered from your held or available balance. If it occurs after you have been paid out, your balance may become negative and your payouts are paused until the balance is reconciled (see Fees, Payments, and Payouts).

10 Affiliate Links and Referral Rewards

Eligible Sellers may generate an affiliate link that attributes the people who join or transact through it to the Seller. The discounts an affiliate link provides to an incoming user, and the referral reward it earns for the link owner, are set by the Marketplace and apply globally to all affiliate links.

You acknowledge and agree that:

• Eligibility to create an affiliate link, the discounts it provides, the referral reward it earns, and the conditions under which a reward is earned are determined solely by the Marketplace.
• The Marketplace may change, suspend, or discontinue these affiliate discounts and rewards — or the affiliate program itself — at any time, in its sole discretion.
• We will notify affiliate link owners by email of material changes to the affiliate discounts or rewards.
• A referral reward is earned only while you maintain the subscription tier the program requires; a reward is not earned for self-referrals.

11 Intellectual Property

You may not:

• Copy or distribute another user’s Content without authorization;
• Remove or alter copyright or other proprietary notices;
• Use Marketplace Content for any unlawful purpose.

The Travel Advisor Marketplace name, branding, logos, and website content are and remain the exclusive property of the Marketplace and may not be used without our prior written consent.

12 Copyright Complaints and Takedown (DMCA)

The Marketplace complies with the U.S. Digital Millennium Copyright Act (DMCA). If we receive a valid notice that your Content infringes another party’s copyright, we will remove or disable access to the identified material and take reasonable steps to notify you. In appropriate circumstances and in our discretion, we will suspend or terminate the accounts of Sellers who are repeat infringers.

If you believe your Content was removed or disabled by mistake or misidentification, you may submit a counter-notification to our designated copyright agent at help@traveladvisormarketplace.com (Attn: Copyright Agent). The full notice-and-counter-notification procedure, including the information each must contain, is set out in our Terms and Conditions. Under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material is infringing, or was removed or disabled by mistake, may be liable for damages.

13 Prohibited Activities

You may not:

• Upload plagiarized materials;
• Infringe the intellectual property rights of any party;
• Engage in fraudulent transactions;
• Circumvent or attempt to circumvent Marketplace fees, including by completing off-platform any transaction initiated on the Marketplace;
• Use a Marketplace listing, store page, Product preview, image, or Buyer communication to advertise or direct a Buyer to a website, marketplace, or sales channel outside the Marketplace for the purchase of the Product or a substantially similar product, including by link, URL, QR code, or discount code;
• Use automated methods to scrape, harvest, or extract data from the platform;
• Interfere with the operation or security of the platform.

This section governs what appears on the Marketplace, not where a Seller does business. Sellers remain free to market and sell their products through their own websites, social channels, and any other channel outside the Marketplace. What it asks is that a listing or store page here not send a Buyer elsewhere to complete a purchase that began here. Links that form part of a Product’s substantive content, such as references to travel suppliers, booking pages, or informational sources, and links used to deliver or provide access to a Product a Buyer has purchased, are permitted.

Where we identify a violation, we may remove or edit the listing, Product, or file involved, and we may suspend or terminate an account for repeated or serious violations. Marketplace fees remain payable on any transaction that began on the Marketplace.

14 Marketplace Disclaimer

The Marketplace is provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing, the Marketplace:

• Does not review, scan, or monitor every listing, Product, or file;
• Does not guarantee any level of sales, earnings, or visibility for your Products;
• Is not a party to any agreement between you and a Buyer;
• Does not guarantee that the platform will be uninterrupted, error-free, or secure.

You assume all risks associated with selling through the platform.

15 Limitation of Liability

To the fullest extent permitted by law, Travel Advisor Marketplace and its owners, employees, affiliates, and agents shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages;
• Lost profits or lost revenue;
• Business interruption;
• Loss of data;
• Claims arising from Products you sell through the platform.

The Marketplace’s total aggregate liability arising out of or relating to this Agreement shall not exceed the amount of fees you paid to the Marketplace during the twelve (12) months preceding the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the above limitations apply to the maximum extent permitted by law.

16 Indemnification

You agree to indemnify, defend, and hold harmless Travel Advisor Marketplace and its owners, employees, affiliates, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:

• Your use of the Marketplace;
• Your violation of this Agreement;
• Any intellectual property or other dispute relating to Content or Products you submit or sell.

17 Account Suspension and Termination

The Marketplace reserves the right to suspend, restrict, or terminate your account for violations of this Agreement, with or without prior notice. You may stop selling on the Marketplace at any time. Provisions of this Agreement that by their nature should survive termination — including licenses you have granted to Buyers, disclaimers, limitations of liability, and indemnification — survive any termination of your account.

18 Modifications to This Agreement

We may update this Agreement from time to time. When we do, we will revise the effective date above and, for material changes, provide notice through the Marketplace or by email. Your continued use of the Marketplace as a Seller after any update constitutes acceptance of the revised Agreement.

19 Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement or the Marketplace shall be resolved exclusively in the state or federal courts located in Utah County, Utah, and you consent to the personal jurisdiction of, and venue in, those courts.

20 General Provisions

• Entire agreement. This Agreement, together with our Terms and Conditions, constitutes the entire agreement between you and the Marketplace regarding selling on the platform and supersedes any prior agreements on that subject.
• Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Our failure to enforce any provision of this Agreement is not a waiver of our right to enforce it later.
• Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of assets.

21 Contact Information

For questions regarding this Seller Agreement, please contact Travel Advisor Marketplace at help@traveladvisormarketplace.com or through the Help Center on this website.