Terms of Service

Purpose Statement

These Terms of Service (”Terms”) govern your access to and use of the Palmera Platform and establish the legally binding agreement between you and Palmera Services LLC regarding your use of our products and services.

These Terms apply to all interactions with the Platform, including browsing, creating an Account, making reservations, purchasing Experiences, using Concierge Services, interacting with artificial intelligence features, communicating with other users, participating in loyalty programs, submitting reviews or other content, and accessing any current or future services made available by Palmera.

By accessing or using the Platform, you agree to be legally bound by these Terms, together with any additional policies incorporated by reference, including Palmera’s Privacy Policy and any other policies or guidelines that apply to specific features of the Platform.

If you do not agree to these Terms, you may not access or use the Platform.

1. INTRODUCTION, ACCEPTANCE OF TERMS, ELIGIBILITY, AND SCOPE

1.1 Welcome to Palmera

Welcome to Palmera.

Palmera is an international technology platform designed to help users discover, organize, reserve, purchase, and enjoy high-quality lifestyle Experiences through a single integrated marketplace.

Depending upon the services available in a particular jurisdiction, the Platform may enable users to discover restaurants, hotels, beach clubs, wellness providers, nightlife venues, transportation providers, tourism operators, entertainment experiences, concierge services, memberships, and other lifestyle offerings provided by independent Providers.

Palmera continually develops new products, services, technologies, and Platform functionality. Accordingly, these Terms apply not only to the services currently available but also to future features, products, and services unless expressly governed by separate terms.

1.2 Agreement Between You and Palmera

These Terms constitute a legally binding agreement between you and Palmera Services LLC, a limited liability company organized under the laws of the State of Delaware, together with its successors, affiliates, subsidiaries, authorized representatives, contractors, operational partners, and permitted assigns where applicable.

Throughout these Terms:

“Palmera,” “we,” “our,” and “us” refer to Palmera Services LLC unless the context indicates otherwise.

“You” and “User” refer to any individual or entity accessing or using the Platform.

By using the Platform, you represent that you have read, understood, and agree to these Terms.

1.3 Acceptance of These Terms

You accept these Terms by:

creating an Account;

accessing or browsing the Platform;

making a reservation;

purchasing an Experience;

using Concierge Services;

communicating with Providers;

submitting content;

using AI-powered functionality;

participating in Palmera Gold or other membership programs;

using any feature of the Platform.

If you are using the Platform on behalf of a business, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

1.4 Eligibility

To use the Platform, you represent and warrant that:

you are at least 13 years of age, or the minimum age required under applicable law in your jurisdiction, whichever is greater;

you have the legal capacity to enter into binding agreements;

you will comply with these Terms;

all information you provide is accurate and complete;

you are not prohibited from using the Platform under applicable law;

your use of the Platform will not violate any applicable law or regulation.

If you do not satisfy these eligibility requirements, you may not use the Platform.

1.5 Changes to These Terms

Palmera may modify these Terms from time to time to reflect changes in:

applicable laws;

Platform functionality;

business operations;

technology;

security practices;

payment methods;

international expansion;

regulatory requirements;

products and services.

When material changes are made, Palmera will provide notice where required by applicable law.

Continued use of the Platform following the effective date of revised Terms constitutes acceptance of the updated Terms unless applicable law requires additional consent.

1.6 Additional Policies

Certain Platform features may be governed by additional terms, policies, or guidelines.

These may include, without limitation:

Privacy Policy;

Community Guidelines;

Provider Terms;

Membership Terms;

Promotional Rules;

Refund Policy;

Cookie Policy;

AI Usage Policy;

Copyright and Intellectual Property Policy;

and other policies adopted by Palmera from time to time.

Where additional policies apply, they are incorporated into these Terms by reference to the extent permitted by applicable law.

In the event of a direct conflict between these Terms and a feature-specific agreement expressly governing a particular service, the feature-specific agreement will control solely with respect to that service.

1.7 Electronic Communications

By using the Platform, you consent to receive communications from Palmera electronically, including through:

email;

push notifications;

in-app messages;

SMS messages;

WhatsApp messages where available;

other electronic communication methods supported by the Platform.

You agree that electronic communications satisfy any legal requirement that communications be provided in writing, except where applicable law requires otherwise.

1.8 International Use

Palmera is operated by a United States company and currently conducts marketplace operations in Senegal while serving users from multiple jurisdictions.

By using the Platform, you acknowledge that your use may be subject to applicable laws in your jurisdiction as well as the laws governing Palmera’s operations.

Nothing in these Terms limits any non-waivable rights granted to consumers under applicable law.

1.9 Language

These Terms may be translated into languages other than English for user convenience.

In the event of any inconsistency, ambiguity, or conflict between the English version and any translated version, the English version shall control to the fullest extent permitted by applicable law, unless another version is expressly designated as controlling under applicable law.

1.10 Our Commitment

Palmera exists to make discovering and enjoying exceptional Experiences easier, more transparent, and more enjoyable.

These Terms are intended not only to establish legal rights and responsibilities, but also to promote fairness, trust, accountability, and responsible participation among users, Providers, and Palmera.

We believe that clear expectations create better experiences for everyone using the Platform.

2. THE PALMERA MARKETPLACE AND PLATFORM PRINCIPLE

2.1 Nature of the Platform

Palmera is a technology platform, digital marketplace, concierge service, and reservation facilitation platform that connects users with independent Providers offering lifestyle Experiences.

The Platform enables users to discover, compare, reserve, purchase, organize, and enjoy Experiences through technology designed to simplify planning and improve the overall customer experience.

Depending on the services available in a particular jurisdiction, the Platform may include:

restaurant reservations;

hotel bookings;

wellness services;

spa appointments;

beach clubs;

nightlife venues;

transportation services;

tours;

safaris;

events;

activities;

concierge services;

memberships;

loyalty programs;

artificial intelligence tools;

messaging features;

social features;

and future products and services introduced by Palmera.

2.2 The Platform Principle

Unless expressly stated otherwise, Palmera provides the technology, marketplace, payment facilitation, reservation facilitation, concierge tools, and related services that enable users and independent Providers to connect.

The underlying Experience is provided by the independent Provider—not by Palmera.

Accordingly, unless Palmera expressly identifies itself as the provider of a specific product or service:

Palmera does not own the underlying Experience;

Palmera does not operate the underlying Experience;

Palmera does not employ the personnel delivering the Experience;

Palmera does not supervise the day-to-day operations of Providers;

Palmera does not control how Providers perform their services;

Palmera does not guarantee the quality, safety, legality, availability, suitability, or outcome of any Experience.

This principle applies throughout these Terms and governs the relationship between Palmera, Users, and Providers.

2.3 Transaction Categories

Experiences available through the Platform may fall into different categories depending upon the nature of the transaction.

A. Reservation-Only Transactions

Some Experiences may allow users to submit reservations without making payment through the Platform.

Examples may include:

restaurant reservations;

waitlists;

reservation requests;

other Experiences designated as reservation-only.

For these transactions, Palmera acts solely as a technology platform facilitating communication between the User and the Provider.

The Provider independently determines whether to accept the reservation and remains solely responsible for fulfilling the Experience.

B. Marketplace Transactions

Certain Experiences require payment through the Platform before the Experience is provided.

Examples may include:

hotels;

spas;

beach clubs;

nightlife reservations requiring payment;

tours;

safaris;

transportation services;

activities;

event tickets;

wellness services;

other paid Experiences.

For these transactions:

Palmera facilitates the booking process;

Palmera facilitates payment processing;

Palmera transmits reservation information;

Palmera coordinates technology necessary to complete the transaction.

Processing payment does not make Palmera the provider of the Experience.

The Provider remains solely responsible for:

delivering the Experience;

honoring reservations;

providing customer service relating to the Experience;

complying with applicable law;

maintaining required licenses;

maintaining required insurance;

determining pricing;

fulfilling contractual obligations owed to the User.

C. Palmera Products and Services

Certain products or services may be offered directly by Palmera.

Examples may include:

Palmera Gold;

Palmera memberships;

gift cards issued by Palmera;

Palmera-hosted events;

merchandise;

software subscriptions;

other products or services expressly identified as being provided by Palmera.

Where Palmera is expressly identified as the provider of a product or service, Palmera—not an independent Provider—is the contracting party with respect to that product or service.

2.4 No Agency Relationship

Unless expressly stated in a separate written agreement, nothing contained in these Terms creates an:

employment relationship;

agency relationship;

partnership;

joint venture;

franchise relationship;

fiduciary relationship;

representative relationship;

or similar legal relationship

between Palmera and any Provider.

Likewise, nothing in these Terms creates an employment, agency, partnership, joint venture, fiduciary, or similar legal relationship between Palmera and any User.

Each Provider operates as an independent business and is solely responsible for its own operations, personnel, pricing, licenses, permits, insurance, taxes, legal compliance, and performance.

2.5 Provider Responsibility

Providers are solely responsible for the Experiences they offer through the Platform.

This includes responsibility for:

the quality of services;

customer experience;

pricing;

taxes applicable to their services;

menus;

inventory;

photographs;

descriptions;

amenities;

accessibility information;

operating hours;

reservation availability;

cancellations;

safety;

cleanliness;

compliance with applicable law;

licensing;

insurance;

employee conduct;

fulfillment of reservations;

fulfillment of purchases;

representations made regarding their business.

Palmera may review, edit, remove, or request corrections to Provider content, but Palmera does not assume responsibility for its accuracy simply by displaying it on the Platform.

Providers remain solely responsible for ensuring that all information they submit remains complete, accurate, lawful, and up to date.

2.6 Recommendations Are Not Endorsements

To improve the user experience, Palmera may:

recommend Providers;

display featured Experiences;

provide rankings;

generate personalized recommendations;

display reviews;

highlight trending businesses;

curate collections;

provide AI-generated suggestions;

offer Concierge recommendations;

feature promotional content.

Unless expressly stated otherwise, these activities do not constitute:

a guarantee of quality;

a certification;

a warranty;

a safety representation;

a professional recommendation;

an endorsement of the Provider;

or a promise regarding the outcome of an Experience.

Users remain responsible for exercising their own judgment before purchasing or participating in any Experience.

2.7 Concierge Services

Palmera may offer Concierge Services to assist users in discovering, planning, organizing, reserving, or purchasing Experiences.

Concierge Services are provided based on the information available at the time assistance is provided and on the instructions received from the User.

Unless a User has expressly authorized recurring reservations or another ongoing instruction through the Platform, Palmera will not make reservations or purchases on behalf of a User without that User’s prior authorization.

Concierge Services are intended to assist Users and do not replace the independent obligations of Providers to deliver the Experiences they offer.

2.8 Artificial Intelligence

Certain recommendations, itineraries, rankings, summaries, search results, and concierge responses may be generated or assisted by artificial intelligence.

AI-generated content is intended to support decision-making and improve the user experience.

It should not be interpreted as:

a guarantee;

professional advice;

a certification;

a representation of quality;

or a promise regarding availability or outcomes.

Additional information regarding Palmera’s use of artificial intelligence is provided in the AI Policy and the Privacy Policy.

2.9 Marketplace Integrity

Palmera reserves the right, but not the obligation, to monitor activity on the Platform in order to:

maintain marketplace integrity;

investigate fraud;

enforce these Terms;

review reported misconduct;

suspend or remove Providers;

suspend or remove Users;

improve Platform quality;

protect the safety of the Platform and its community.

Palmera’s decision to investigate, remove, suspend, or retain a Provider or User does not constitute a representation regarding that person’s or business’s conduct, reliability, or legal compliance.

2.10 Our Commitment

Palmera’s role is to build trusted technology that makes discovering and enjoying exceptional Experiences easier.

We strive to create a marketplace where Users can confidently explore new Experiences and where exceptional Providers can grow their businesses.

At the same time, maintaining a trusted marketplace requires clear legal boundaries. These Terms are intended to define those boundaries fairly, transparently, and consistently so that Users, Providers, and Palmera each understand their respective rights, responsibilities, and obligations.

3. USER ACCOUNTS, ACCOUNT SECURITY, AND ELIGIBILITY

3.1 Account Registration

Certain features of the Platform require the creation of a Palmera Account.

Users may register for an Account using one or more authentication methods supported by the Platform, including:

email and password;

Apple Sign In;

Google Sign In;

telephone number verification;

other authentication methods introduced by Palmera in the future.

Users agree to provide accurate, current, and complete information during registration and to keep such information updated throughout their use of the Platform.

Palmera reserves the right to reject, suspend, or terminate registration requests that violate these Terms or applicable law.

3.2 One Account Per User

Unless expressly authorized by Palmera, each individual may maintain only one personal Account.

Users may not:

create duplicate Accounts to circumvent Platform restrictions;

impersonate another individual;

create Accounts using false identities;

transfer Accounts to another individual without Palmera’s written authorization;

purchase, sell, rent, or otherwise transfer Accounts.

Palmera reserves the right to consolidate, suspend, or remove duplicate Accounts where appropriate.

3.3 Account Information

Users are responsible for maintaining accurate Account information.

This includes keeping current:

name;

email address;

telephone number;

payment information where applicable;

profile information;

authentication credentials;

other information reasonably necessary for Platform operation.

Providing false, misleading, or fraudulent information may result in suspension or termination of the Account.

3.4 Account Security

Users are responsible for maintaining the confidentiality of their Account credentials.

Users agree to:

maintain secure passwords;

protect authentication credentials;

restrict unauthorized access to their devices;

immediately notify Palmera of suspected unauthorized Account activity;

log out of shared devices where appropriate;

promptly update compromised credentials.

Users are responsible for activities occurring through their Accounts unless such activity results directly from Palmera’s failure to maintain reasonable security measures or as otherwise required by applicable law.

3.5 Verification

Palmera may request verification of a User’s identity where reasonably necessary to:

protect the Platform;

investigate fraud;

comply with applicable law;

complete certain transactions;

verify payment information;

protect other users;

resolve disputes;

maintain marketplace integrity.

Verification methods may include:

email verification;

telephone verification;

government-issued identification;

payment verification;

other commercially reasonable verification procedures.

Failure to complete requested verification may limit access to certain Platform features.

3.6 Unauthorized Access

If a User believes an Account has been compromised, the User must notify Palmera as soon as reasonably practicable.

Palmera may temporarily suspend access to an Account while investigating suspected unauthorized activity.

Such actions are intended to protect Users and the integrity of the Platform and shall not constitute a breach of these Terms.

3.7 User Responsibilities

Users are responsible for all activity occurring through their Accounts, including activity undertaken by individuals who gain access using the User’s credentials.

Users agree not to:

share login credentials;

permit unauthorized access;

use another person’s Account;

attempt to access another user’s Account;

interfere with Platform security;

circumvent authentication measures;

attempt to exploit vulnerabilities in the Platform.

3.8 Suspension of Accounts

Palmera may suspend an Account, temporarily or permanently, where reasonably necessary to:

investigate suspected fraud;

investigate payment disputes;

investigate chargebacks;

protect Platform security;

protect other users;

comply with legal obligations;

investigate violations of these Terms;

investigate reports of misconduct;

prevent abuse of promotional programs;

prevent unauthorized use of the Platform;

maintain marketplace integrity.

Where reasonably practicable and appropriate, Palmera may notify the User regarding the basis for the suspension.

However, Palmera reserves the right to withhold specific information where disclosure could compromise security, ongoing investigations, legal obligations, or the safety of other users.

3.9 Termination by the User

Users may close their Accounts at any time through available Platform functionality or by contacting Palmera.

Closing an Account does not automatically:

cancel existing reservations;

terminate outstanding payment obligations;

eliminate refund obligations;

remove reviews where retention is permitted by law;

eliminate obligations arising prior to Account closure.

Certain information may continue to be retained as described in the Privacy Policy.

3.10 Termination by Palmera

Palmera reserves the right to suspend or terminate Accounts where reasonably necessary to protect the Platform, Users, Providers, or Palmera’s legitimate business interests.

Circumstances that may result in suspension or termination include, without limitation:

fraud;

attempted fraud;

payment abuse;

fraudulent chargebacks;

repeated payment failures;

violations of these Terms;

criminal activity relating to the Platform;

harassment;

threats;

abusive conduct;

discriminatory conduct;

submission of false information;

misuse of AI features;

attempts to manipulate reviews;

attempts to manipulate rankings;

intellectual property infringement;

unauthorized commercial use of the Platform;

security threats;

repeated violations of Community Guidelines;

conduct creating unreasonable legal or operational risk for the Platform.

Where reasonably appropriate, Palmera may provide notice explaining the reason for termination.

Nothing in this section requires Palmera to provide advance notice where immediate action is reasonably necessary to protect the Platform, Users, Providers, comply with applicable law, or address urgent security concerns.

3.11 Effect of Termination

Upon suspension or termination of an Account:

access to some or all Platform features may immediately cease;

pending reservations may be affected;

loyalty benefits may be forfeited where permitted by applicable law or applicable membership terms;

outstanding payment obligations remain enforceable;

certain provisions of these Terms will survive termination.

Termination of an Account does not release either party from obligations that accrued before termination.

3.12 Fraudulent Chargebacks

Users agree not to initiate fraudulent or bad-faith payment disputes or chargebacks.

Where Palmera reasonably determines that a chargeback was submitted fraudulently or in bad faith, Palmera reserves the right, subject to applicable law, to:

suspend or terminate the associated Account;

reverse or deny loyalty rewards associated with the transaction;

recover amounts lawfully owed to Palmera;

pursue reimbursement of fees and costs incurred as a result of the fraudulent chargeback;

report suspected fraud to payment processors or other appropriate entities where legally permitted;

pursue any other remedies available under these Terms or applicable law.

Nothing in this section limits a User’s right to dispute genuinely unauthorized or fraudulent charges through the appropriate legal or financial channels.

3.13 Survival

The following provisions survive the suspension or termination of an Account to the extent applicable:

payment obligations;

dispute resolution provisions;

arbitration provisions;

intellectual property rights;

indemnification obligations;

limitations of liability;

confidentiality obligations;

any other provisions which by their nature are intended to survive termination.

3.14 Our Commitment

Palmera believes that a trusted marketplace begins with trusted accounts.

Our objective is to maintain a Platform where users can confidently discover Experiences, Providers can confidently serve customers, and all participants understand the standards expected of them.

When exercising our rights under this Section, Palmera seeks to act reasonably, consistently, and in accordance with applicable law while protecting the integrity, safety, and long-term health of the Platform.

4. BOOKINGS, RESERVATIONS, PURCHASES, AND MARKETPLACE TRANSACTIONS

4.1 Overview

Palmera enables Users to discover, request, reserve, purchase, organize, and manage Experiences offered by independent Providers through the Platform.

Depending on the type of Experience, a transaction facilitated through the Platform may involve:

a reservation request;

an instant reservation;

a booking request requiring Provider approval;

a paid purchase;

recurring reservations;

group reservations;

split payments;

concierge-assisted bookings;

or other booking methods introduced by Palmera in the future.

Different booking methods may involve different confirmation processes, payment requirements, cancellation policies, and Provider obligations.

4.2 Booking Lifecycle

For purposes of these Terms, a booking may involve several distinct stages.

These stages may include:

A. Reservation Request

A User submits a request through the Platform.

Submission of a request does not guarantee acceptance by the Provider.

B. Booking Confirmation

The Provider or Platform confirms that the reservation has been accepted.

Only after confirmation does a reservation become a confirmed Booking.

C. Payment Confirmation

Where payment is required through the Platform, payment authorization and successful processing must occur before the Booking is considered paid.

Payment authorization alone does not guarantee that the Experience has been confirmed unless expressly indicated by the Platform.

D. Experience Fulfillment

The Provider delivers the Experience.

Completion of payment or confirmation of a Booking does not guarantee the quality, safety, legality, or outcome of the Experience.

For additional information regarding Provider responsibilities, see Section 6 (Providers & Marketplace Standards).

4.3 Reservation Requests

Certain Experiences allow Users to submit reservation requests rather than instantly confirmed reservations.

The applicable Provider retains discretion regarding whether to accept or decline reservation requests.

Palmera does not guarantee that:

reservation requests will be accepted;

requested dates remain available;

requested seating or accommodations can be honored;

special requests will be fulfilled.

Users are encouraged not to make irreversible travel or financial commitments until receiving confirmation where applicable.

4.4 Instant Bookings

Certain Providers may enable immediate confirmation of reservations or purchases through the Platform.

Where an Experience is designated as an instant booking, confirmation is generally provided immediately following successful completion of applicable booking requirements.

Even for instant bookings, circumstances beyond Palmera’s reasonable control may require later modification or cancellation by the Provider.

4.5 Marketplace Purchases

For Experiences requiring payment through the Platform:

Users authorize Palmera and its payment providers to process applicable charges;

Palmera facilitates payment processing on behalf of the applicable Provider where appropriate;

the Provider remains solely responsible for delivering the purchased Experience;

payment processing does not transfer responsibility for performance of the Experience to Palmera.

Unless expressly identified otherwise, Palmera acts solely as the marketplace and payment facilitator for these transactions.

4.6 Group Bookings

The Platform may permit Users to organize group reservations or Experiences involving multiple participants.

The individual initiating the Booking represents that they have authority to:

organize the reservation;

communicate booking details;

receive booking updates;

make modifications where permitted;

coordinate payment where applicable.

Additional participants remain responsible for complying with these Terms when using the Platform.

4.7 Split Payments

Where available, the Platform may permit eligible Bookings to be divided among multiple participants.

Split payment functionality is provided solely as a convenience feature.

Each participant remains responsible for completing their applicable payment obligations.

If one or more participants fail to complete payment, the Booking may be delayed, modified, cancelled, or otherwise affected depending upon the Provider’s policies and the Platform’s functionality.

Palmera does not guarantee completion of a Booking until all applicable payment requirements have been satisfied.

4.8 Recurring Reservations

The Platform may permit Users to authorize recurring reservations for eligible Experiences.

By establishing a recurring reservation, the User expressly instructs Palmera to submit future reservations according to the schedule selected by the User until modified or cancelled.

Users remain responsible for reviewing recurring reservation settings and cancelling recurring reservations when no longer desired.

Recurring reservations remain subject to Provider availability.

4.9 Booking Modifications

Requests to modify a Booking may depend upon:

Provider availability;

applicable cancellation policies;

pricing changes;

operational limitations;

timing of the request.

Submission of a modification request does not guarantee that the requested modification can be accommodated.

Additional charges may apply where permitted by the applicable Provider.

4.10 User Cancellations

Users may request cancellation of eligible Bookings through the Platform where functionality is available.

Refund eligibility, cancellation fees, credits, and other consequences of cancellation may depend upon:

the applicable Provider’s cancellation policy;

the timing of cancellation;

the nature of the Experience;

applicable law;

promotional terms;

payment provider requirements.

Palmera may facilitate cancellation requests but does not independently establish Provider cancellation policies unless expressly stated otherwise.

4.11 Provider Cancellations

Providers may occasionally cancel confirmed Bookings due to circumstances including:

operational issues;

weather;

emergencies;

overbooking;

staffing shortages;

maintenance;

force majeure events;

legal or regulatory requirements;

other circumstances beyond reasonable control.

Providers remain responsible for handling cancellations in accordance with their contractual obligations, applicable law, and Platform requirements.

Palmera may assist Users in communicating with Providers, identifying alternative Experiences, or facilitating available remedies but is not responsible for the Provider’s decision to cancel.

4.12 No-Shows

If a User fails to appear for a confirmed reservation or Experience without cancelling in accordance with the applicable cancellation policy, the Booking may be treated as a no-show.

No-show consequences may include:

forfeiture of deposits;

forfeiture of prepaid amounts;

cancellation fees;

loss of promotional benefits;

restrictions imposed by the Provider.

Palmera may enforce Platform-wide policies relating to repeated no-shows where reasonably necessary to maintain marketplace integrity.

4.13 Pricing

Prices displayed on the Platform are generally established by the applicable Provider unless expressly identified as a Palmera product or service.

Prices may change before a Booking is confirmed.

Although Palmera strives to display accurate pricing, errors may occasionally occur.

In the event of an obvious pricing error, Palmera reserves the right to cancel or correct the affected transaction before fulfillment, subject to applicable law.

4.14 Availability

Availability displayed through the Platform is based upon information provided by Providers and supporting technology systems.

Palmera does not guarantee that:

inventory remains available;

reservations remain available;

pricing remains unchanged;

availability information is continuously accurate.

Availability may change at any time before confirmation.

4.15 User Responsibilities

Users are responsible for:

reviewing Booking details before confirmation;

arriving on time where applicable;

complying with Provider rules;

complying with applicable laws;

providing accurate booking information;

ensuring payment methods remain valid;

communicating special requests when appropriate;

reviewing applicable cancellation policies;

respecting other guests, Providers, and Platform participants.

Failure to comply with these responsibilities may affect eligibility for refunds or future use of the Platform.

4.16 Booking Records

Palmera may maintain records relating to Bookings, reservations, purchases, cancellations, communications, and payment activity for purposes including:

customer support;

dispute resolution;

fraud prevention;

accounting;

legal compliance;

Platform improvement.

Retention of such information is governed by the Privacy Policy.

4.17 Force Majeure Affecting Bookings

Neither Palmera nor a Provider shall be responsible for delays, interruptions, or inability to fulfill an Experience caused by events beyond their reasonable control, including:

natural disasters;

severe weather;

public health emergencies;

governmental actions;

labor disputes;

transportation disruptions;

utility failures;

acts of terrorism;

civil unrest;

war;

cyber incidents;

other force majeure events.

Nothing in this section limits rights that cannot be waived under applicable law.

4.18 Our Commitment

Palmera is committed to providing a reliable, transparent, and efficient booking experience.

Our technology is designed to simplify discovery, reservations, payments, and planning while supporting both Users and Providers throughout the booking process.

At the same time, successful Experiences depend upon cooperation among Users, Providers, payment partners, and Palmera. These Terms are intended to clearly define the responsibilities of each participant so that expectations remain transparent and disputes can be resolved fairly and consistently.

5. PAYMENTS, FEES, SETTLEMENT, REFUNDS, AND CHARGEBACKS

5.1 Overview

Palmera facilitates certain financial transactions between Users and independent Providers through the Platform.

Depending on the applicable Experience, Palmera may:

facilitate payment collection;

facilitate payment authorization;

temporarily hold funds pending settlement;

facilitate payouts to Providers;

facilitate refunds where appropriate;

facilitate split payments;

process membership payments;

process purchases of Palmera products or services;

support future payment functionality introduced by the Platform.

Unless expressly stated otherwise, Palmera acts as the marketplace and payment facilitator—not as the seller or provider of the underlying Experience.

For additional information regarding Palmera’s role, see Section 2 (The Palmera Marketplace and Platform Principle).

5.2 Payment Methods

Users may pay for eligible Experiences using payment methods supported by the Platform.

Supported payment methods may include:

credit cards;

debit cards;

mobile money;

digital wallets;

bank transfers;

gift cards;

promotional credits;

loyalty rewards where applicable;

future payment methods adopted by Palmera.

Availability of payment methods may vary depending upon jurisdiction, Provider, Platform functionality, and applicable law.

5.3 Authorization

By submitting payment information, the User authorizes Palmera and its authorized payment service providers to:

verify payment information;

authorize transactions;

collect applicable amounts;

process payments;

process refunds where applicable;

recover amounts lawfully owed;

complete settlement activities;

comply with applicable legal and regulatory obligations.

Users represent that they are authorized to use the selected payment method.

5.4 Pricing

Unless expressly identified as a Palmera product or service, prices displayed on the Platform are established by the applicable Provider.

Prices may include:

reservation fees;

deposits;

admission fees;

service charges;

taxes where required;

mandatory charges disclosed before purchase.

Applicable taxes, government fees, processing charges, or similar amounts may vary depending upon the jurisdiction and the nature of the transaction.

Palmera reserves the right to correct obvious pricing errors prior to fulfillment where permitted by applicable law.

Certain fees or commissions may be charged to Providers pursuant to separate agreements between Palmera and the applicable Provider.

5.5 Settlement

For Marketplace Transactions, payment processing and settlement occur in separate stages.

Payment occurs when a User successfully completes a transaction through the Platform.

Settlement occurs when the applicable funds are transferred or otherwise made available to the Provider in accordance with Palmera’s operational procedures and the applicable Provider agreement.

Until settlement occurs, funds relating to a transaction may remain under the control of Palmera or its authorized payment providers for purposes including:

processing cancellations;

processing eligible refunds;

fraud prevention;

chargeback management;

regulatory compliance;

payment verification;

operational administration.

The timing of settlement may vary depending upon:

the Provider;

the Experience;

applicable payment provider requirements;

fraud prevention measures;

operational considerations;

legal or regulatory requirements.

5.6 Refunds Before Settlement

Where:

the applicable cancellation policy permits cancellation;

the User satisfies the applicable cancellation requirements;

and settlement to the Provider has not yet occurred,

Palmera may process an eligible refund directly through the original payment method because the applicable funds remain unsettled.

Processing such a refund does not make Palmera the provider of the Experience or otherwise assume responsibility for the underlying Experience.

5.7 Refunds After Settlement

Once settlement has occurred, the applicable Provider is generally responsible for determining and funding refunds relating to the underlying Experience, subject to:

applicable law;

the Provider’s cancellation policy;

contractual obligations;

Platform requirements.

Palmera may facilitate communications, technical processing, or administrative assistance relating to refund requests.

However, unless Palmera expressly agrees otherwise or applicable law requires otherwise, Palmera is not financially responsible for funding refunds relating to Experiences provided by independent Providers.

5.8 Refund Requests

Users seeking refunds should submit requests through the Platform where available.

Depending upon the circumstances, Palmera may:

review the request;

request additional information;

communicate with the Provider;

temporarily delay settlement where permitted;

facilitate discussions between the parties;

assist in resolving disputes.

Nothing in this section requires Palmera to resolve every dispute in favor of either party.

5.9 Disputed Experiences

If a User believes an Experience:

was materially different from its description;

was not provided;

involved fraud;

involved deceptive conduct;

involved significant safety concerns;

or otherwise violated applicable Platform policies,

Palmera reserves the right to investigate the matter.

During an investigation, Palmera may, where legally and contractually permissible:

request documentation;

request evidence;

communicate with both parties;

temporarily delay settlement;

temporarily suspend payouts;

temporarily suspend Accounts;

remove Provider listings;

issue warnings;

terminate Provider relationships;

take other actions reasonably necessary to protect the Platform.

Palmera’s investigation is conducted solely for purposes of administering the Platform and does not constitute arbitration, judicial determination, legal representation, or an assumption of liability for the underlying Experience.

5.10 Payout Holds

Palmera reserves the right to temporarily delay or withhold settlement or payouts where reasonably necessary to:

investigate fraud;

investigate chargebacks;

verify identity;

comply with legal obligations;

comply with payment provider requirements;

investigate suspicious activity;

investigate repeated customer complaints;

investigate Provider misconduct;

protect marketplace integrity;

comply with court orders;

satisfy regulatory requirements.

Settlement may resume once the relevant issue has been resolved to Palmera’s reasonable satisfaction or as otherwise required by applicable law.

5.11 Chargebacks

Users agree not to initiate fraudulent or bad-faith chargebacks.

Where Palmera reasonably determines that a chargeback has been initiated fraudulently or in bad faith, Palmera reserves the right, subject to applicable law, to:

suspend or terminate the User’s Account;

recover amounts lawfully owed;

recover reasonable costs associated with the chargeback;

reverse promotional credits where appropriate;

report suspected fraud to payment processors or other appropriate entities where legally permitted;

pursue any additional legal or contractual remedies available.

Nothing in this section limits a User’s right to dispute genuinely unauthorized or fraudulent transactions.

5.12 Payment Failures

If a payment:

is declined;

is reversed;

expires;

becomes invalid;

cannot be processed;

is subsequently reversed by a financial institution,

Palmera may:

cancel the Booking;

suspend access to applicable services;

request an alternative payment method;

delay confirmation;

recover amounts lawfully owed.

5.13 Taxes

Providers remain solely responsible for determining, collecting, reporting, and remitting taxes applicable to the Experiences they provide, unless applicable law or a separate written agreement expressly provides otherwise.

Users remain responsible for any taxes legally applicable to their purchases.

Palmera may collect, calculate, remit, or facilitate tax-related functions where required by applicable law or operational necessity.

5.14 Currency

Prices may be displayed in one or more currencies depending upon:

jurisdiction;

Provider preferences;

payment provider capabilities;

Platform functionality.

Currency conversion rates, foreign transaction fees, banking charges, or similar fees imposed by financial institutions remain the responsibility of the User unless expressly stated otherwise.

5.15 Promotional Credits, Gift Cards, and Loyalty Benefits

From time to time, Palmera may offer:

promotional credits;

referral rewards;

loyalty benefits;

Palmera Gold benefits;

gift cards;

discount codes;

promotional campaigns.

Such benefits:

have no cash value unless expressly stated otherwise;

may expire;

may be revoked in cases of fraud or abuse;

remain subject to applicable promotional terms.

5.16 Our Commitment

Palmera is committed to providing a payment experience that is transparent, secure, and reliable.

Our role is to facilitate trusted transactions between Users and Providers while protecting the integrity of the marketplace, supporting legitimate refund requests, reducing fraud, and maintaining confidence in the Platform.

Although Palmera facilitates payments and marketplace transactions, the financial and operational responsibilities of Users, Providers, payment service providers, and Palmera remain distinct. These Terms are intended to clearly define those responsibilities so that transactions can be conducted fairly, efficiently, and consistently.

6. PROVIDERS, MARKETPLACE STANDARDS, AND PLATFORM QUALITY

6.1 Marketplace Philosophy

Palmera is committed to building a marketplace that users can trust and that exceptional Providers are proud to join.

Access to the Platform as a Provider is a privilege granted by Palmera and is conditioned upon continued compliance with these Terms, any applicable Provider Agreement, Marketplace Standards, Platform policies, and applicable law.

Nothing in these Terms obligates Palmera to accept, retain, or continue listing any Provider.

6.2 Independent Provider Status

Each Provider using the Platform is an independent business.

Except where expressly agreed in writing, Providers are not:

employees of Palmera;

agents of Palmera;

franchisees of Palmera;

joint venture partners of Palmera;

representatives of Palmera.

Providers remain solely responsible for operating their businesses and delivering the Experiences offered through the Platform.

For additional information regarding Palmera’s role, see Section 2 (The Palmera Marketplace and Platform Principle).

6.3 Provider Responsibilities

Each Provider is solely responsible for:

delivering the Experience purchased or reserved by the User;

complying with all applicable laws and regulations;

maintaining all required business licenses, permits, registrations, and approvals;

maintaining any insurance required by law or by agreement with Palmera;

accurately representing its services;

honoring confirmed reservations;

honoring confirmed purchases;

establishing pricing;

maintaining accurate availability;

employing qualified personnel;

complying with applicable health and safety requirements;

maintaining customer service standards;

responding to customer inquiries;

complying with applicable tax obligations.

6.4 Accurate Listings

Providers are solely responsible for ensuring that all information displayed through the Platform remains complete, accurate, current, and not misleading.

This includes, without limitation:

business names;

photographs;

menus;

pricing;

operating hours;

amenities;

accessibility information;

reservation availability;

cancellation policies;

age restrictions;

descriptions;

promotional offers;

contact information;

special requirements.

Palmera may review or edit listing content for formatting, consistency, moderation, or operational purposes.

However, such review does not constitute verification or acceptance of responsibility for the accuracy of Provider information.

6.5 Marketplace Standards

Providers agree to maintain standards reasonably consistent with the quality expectations established by Palmera.

These standards may include:

professionalism;

customer service;

cleanliness;

safety;

responsiveness;

reservation reliability;

accurate representations;

timely communications;

lawful business practices;

respectful treatment of Users;

compliance with Platform policies.

Palmera may modify Marketplace Standards from time to time as the Platform evolves.

6.6 Cooperation With Investigations

Providers agree to cooperate in good faith with reasonable investigations relating to:

customer complaints;

payment disputes;

fraud;

safety incidents;

chargebacks;

reservation disputes;

policy violations;

legal compliance;

Marketplace Standards.

Such cooperation may include providing:

relevant booking records;

communications;

explanations of events;

cancellation information;

supporting documentation;

other information reasonably necessary to evaluate the matter.

Failure to cooperate may result in corrective action under these Terms or any applicable Provider Agreement.

6.7 Quality Assurance

To protect Users and maintain marketplace integrity, Palmera reserves the right, but not the obligation, to conduct quality assurance activities.

These activities may include:

reviewing customer feedback;

reviewing ratings;

investigating complaints;

monitoring reservation reliability;

verifying listing information;

requesting updated documentation;

evaluating Marketplace Standards;

performing reasonable operational reviews;

monitoring policy compliance.

Palmera’s decision to conduct—or not conduct—any quality assurance activity does not constitute a guarantee of Provider quality or an assumption of responsibility for Provider conduct.

6.8 Corrective Actions

Where Palmera reasonably determines that a Provider has failed to comply with these Terms, Marketplace Standards, or applicable agreements, Palmera may take one or more corrective actions, including:

requesting corrective measures;

requiring updated listing information;

requiring additional documentation;

issuing warnings;

temporarily hiding listings;

limiting visibility within the Platform;

delaying settlement where contractually permitted;

temporarily withholding payouts where permitted;

restricting access to Platform features;

suspending the Provider;

terminating the Provider relationship.

Palmera may determine the appropriate corrective action based upon the nature, severity, frequency, and history of the conduct involved.

6.9 No Guarantee of Inclusion

Submission of an application to become a Provider does not guarantee acceptance onto the Platform.

Likewise, continued participation on the Platform is not guaranteed.

Palmera reserves the right to approve, decline, suspend, or remove Providers in its reasonable discretion and in accordance with applicable law.

6.10 Marketplace Integrity

Palmera reserves the right to take reasonable actions designed to protect the integrity, reputation, reliability, and safety of the Platform.

Such actions may include:

investigating suspicious activity;

removing fraudulent listings;

addressing manipulation of reviews;

addressing false advertising;

preventing duplicate listings;

preventing abuse of promotional programs;

protecting Users from deceptive practices;

enforcing Marketplace Standards.

The exercise—or non-exercise—of these rights does not create a duty on the part of Palmera to monitor every Provider or every Experience.

6.11 Compliance With Applicable Law

Providers are solely responsible for complying with all laws applicable to their businesses, including laws relating to:

licensing;

employment;

taxation;

health and safety;

accessibility;

consumer protection;

advertising;

data protection;

food safety;

alcohol service;

tourism;

transportation;

hospitality;

any other laws applicable to the services they provide.

Nothing in these Terms shall be interpreted as relieving a Provider of its independent legal obligations.

6.12 Provider Insurance

Where required by applicable law, contractual agreement, or Marketplace Standards, Providers are responsible for maintaining appropriate insurance covering the services they offer.

Palmera may request reasonable evidence of such insurance from time to time.

Failure to maintain required insurance where applicable may result in suspension or removal from the Platform.

6.13 Our Commitment

Palmera’s goal is not to list the largest number of businesses—it is to build one of the most trusted marketplaces for discovering exceptional Experiences.

To achieve that goal, we strive to work with Providers who share our commitment to professionalism, transparency, quality, safety, and customer satisfaction.

At the same time, each Provider remains independently responsible for its own business operations. Palmera’s role is to provide the technology and marketplace through which Users and Providers connect, while establishing clear standards designed to promote trust across the Platform.

7. USER CONDUCT, COMMUNITY STANDARDS, AND USER-GENERATED CONTENT

7.1 Our Community

Palmera is designed to help people discover exceptional Experiences, connect with others, and build meaningful memories.

We believe that a trusted marketplace depends upon a respectful community.

Every User contributes to the quality of the Platform through their interactions with Providers, other Users, and Palmera.

By using the Platform, you agree to interact respectfully, honestly, and in accordance with these Terms, our Community Guidelines, and applicable law.

7.2 Respectful Conduct

Users agree to conduct themselves responsibly while using the Platform.

Users must not:

harass, threaten, intimidate, or abuse another person;

engage in discriminatory or hateful conduct;

encourage violence or illegal activity;

impersonate another individual or business;

intentionally mislead other Users or Providers;

interfere with another person’s enjoyment of the Platform;

disrupt Platform operations;

manipulate Platform functionality;

encourage others to violate these Terms.

Palmera reserves the right to determine, in its reasonable discretion, whether conduct is inconsistent with the standards of the Platform.

7.3 Honest Reviews and Ratings

Reviews and ratings are intended to help Users make informed decisions.

Users agree that reviews should be:

honest;

based upon actual experiences;

relevant;

respectful;

free from conflicts of interest.

Users may not:

submit false reviews;

exchange compensation for reviews unless expressly permitted by Palmera;

post reviews regarding Experiences they did not personally participate in;

manipulate ratings;

coordinate review campaigns intended to unfairly influence a Provider or another User.

Palmera reserves the right, but not the obligation, to investigate, moderate, remove, or decline reviews that violate these Terms or applicable Platform policies.

Removal of a review does not necessarily indicate that the underlying allegations are true or false.

7.4 Stories, Photos, and User Content

The Platform may allow Users to upload content including:

Stories;

profile photographs;

review photographs;

comments;

captions;

recommendations;

Favorites;

itinerary content;

other User-generated content (“User Content”).

Users retain ownership of the intellectual property rights they hold in their User Content.

However, by submitting User Content to the Platform, Users grant Palmera the rights described in Section 10 (Intellectual Property) necessary to operate, display, host, reproduce, distribute, moderate, and improve the Platform.

Users represent and warrant that they have the legal right to upload any User Content they submit.

7.5 Prohibited User Content

Users may not upload, transmit, publish, or otherwise make available content that:

violates applicable law;

infringes intellectual property rights;

invades another person’s privacy;

contains defamatory statements;

contains fraudulent information;

promotes scams;

contains malware or malicious code;

contains sexually explicit content where prohibited;

promotes violence;

promotes terrorism or extremist organizations;

promotes hate or discrimination;

exploits or endangers minors;

contains graphic violence;

contains unlawful advertising or spam;

impersonates another individual or organization;

otherwise violates these Terms or Community Guidelines.

Palmera reserves the right to remove or restrict such content without prior notice where reasonably necessary.

7.6 Messaging and Communications

Users may communicate with one another through features such as:

direct messaging;

group chats;

Concierge messaging;

AI conversations;

future communication tools.

Users agree not to use these features to:

harass others;

threaten others;

send spam;

distribute malware;

conduct fraud;

solicit illegal activity;

send unauthorized advertising;

collect Personal Information without authorization;

circumvent Platform protections.

Palmera may moderate communications where permitted by applicable law and where reasonably necessary to investigate abuse, protect Users, comply with legal obligations, or maintain Platform security.

7.7 Friend Connections and Social Features

Palmera may provide social functionality allowing Users to:

connect with friends;

organize Experiences;

share Stories;

collaborate on itineraries;

participate in activity feeds;

share Favorites;

engage with future social features.

Users are responsible for the information they voluntarily choose to share with others.

Palmera encourages Users to exercise good judgment when interacting with individuals they do not know personally.

7.8 Artificial Intelligence Interactions

Users agree not to misuse AI-powered features of the Platform.

Examples of prohibited conduct include:

attempting to manipulate AI systems;

using AI features for unlawful purposes;

attempting to extract confidential information;

submitting malicious prompts;

attempting to interfere with Platform operations;

using AI functionality in violation of applicable law.

Additional information regarding AI functionality appears in Section 8 (AI Concierge & Platform Features) and the Privacy Policy.

7.9 Fraud and Marketplace Manipulation

Users may not:

create fake Accounts;

manipulate rankings;

manipulate recommendations;

manipulate reservations;

manipulate loyalty programs;

abuse promotional campaigns;

submit fraudulent chargebacks;

artificially inflate engagement;

create coordinated fraudulent activity;

interfere with payment systems;

exploit Platform vulnerabilities.

Palmera reserves the right to investigate suspected manipulation and take appropriate corrective action.

7.10 Intellectual Property Respect

Users agree to respect the intellectual property rights of Palmera, Providers, and third parties.

Users may not upload or distribute content that infringes copyrights, trademarks, patents, trade secrets, or other proprietary rights.

Palmera reserves the right to remove allegedly infringing content and comply with applicable intellectual property laws, including applicable copyright notice-and-takedown procedures.

7.11 Enforcement

To maintain a trusted community, Palmera reserves the right, but not the obligation, to investigate potential violations of these Terms, Community Guidelines, or applicable law.

Depending upon the circumstances, Palmera may:

remove content;

limit visibility;

issue warnings;

require corrective action;

suspend messaging privileges;

suspend social features;

remove reviews;

suspend Accounts;

terminate Accounts;

suspend Providers;

terminate Provider relationships;

report unlawful conduct to appropriate authorities where legally permitted.

Palmera will determine appropriate enforcement measures based upon factors including:

the severity of the conduct;

the frequency of violations;

prior history;

potential harm to Users or Providers;

marketplace integrity;

applicable legal obligations.

7.12 Repeat Violations

Palmera may consider a User’s or Provider’s history of conduct when determining appropriate enforcement actions.

Repeated violations, even if individually minor, may result in progressively stronger corrective actions, including permanent removal from the Platform.

Nothing in this section limits Palmera’s ability to take immediate action where a single violation is sufficiently serious.

7.13 Reporting Concerns

Users are encouraged to report:

fraudulent activity;

abusive behavior;

safety concerns;

intellectual property violations;

fake reviews;

impersonation;

suspicious conduct;

violations of these Terms.

Palmera will review reports in good faith and may investigate where appropriate.

Submission of a report does not guarantee that a particular enforcement action will be taken.

7.14 Our Commitment

Palmera’s vision extends beyond facilitating reservations and payments.

We are building a community centered on trust, authenticity, respect, and exceptional Experiences.

Maintaining that community requires participation from everyone. By using the Platform, Users, Providers, and Palmera each share responsibility for creating an environment where people feel safe discovering, sharing, and enjoying the best Experiences our marketplace has to offer.

8. AI CONCIERGE, DIGITAL ASSISTANCE, AND PLATFORM AUTOMATION

8.1 Overview

Palmera may provide artificial intelligence (“AI”), machine learning, automated technologies, and other digital assistance features (collectively, “AI Services”) to improve the user experience.

AI Services are designed to assist Users in discovering Experiences, planning itineraries, organizing reservations, receiving recommendations, interacting with Concierge Services, obtaining customer support, and using other Platform features.

AI Services are intended to enhance—not replace—human decision-making.

8.2 Purpose of AI Services

Depending on the functionality available at a given time, AI Services may assist Users by:

recommending Experiences;

generating itineraries;

organizing travel plans;

recommending restaurants;

recommending hotels;

recommending wellness providers;

recommending nightlife;

assisting with transportation planning;

answering Concierge questions;

assisting customer support;

improving search;

summarizing information;

translating content;

personalizing recommendations;

organizing Favorites;

improving accessibility;

identifying trending Experiences;

supporting operational automation;

providing future AI-powered functionality introduced by Palmera.

The availability of specific AI features may vary over time and by jurisdiction.

8.3 User Control

Except where a User has expressly authorized recurring actions or other continuing instructions through the Platform, AI Services do not independently make reservations, purchases, or legally binding commitments on behalf of a User.

Users remain responsible for:

reviewing AI-generated information;

confirming reservations;

authorizing purchases;

reviewing itineraries;

verifying important details before relying upon AI-generated outputs.

AI Services assist Users—they do not replace User judgment.

8.4 Nature of AI Outputs

AI-generated content may include:

recommendations;

itineraries;

summaries;

search results;

suggested Providers;

Concierge responses;

planning assistance;

informational content;

other automated outputs.

Because AI systems rely upon available information, AI-generated outputs may occasionally:

contain inaccuracies;

become outdated;

omit relevant information;

misunderstand User requests;

recommend unavailable Experiences;

recommend Providers that later change pricing or availability.

Users should independently verify important information before making decisions based upon AI-generated outputs.

8.5 No Professional Advice

AI Services are provided solely for informational and convenience purposes.

AI-generated outputs do not constitute:

legal advice;

medical advice;

financial advice;

tax advice;

travel guarantees;

safety advice;

professional consulting;

emergency guidance.

Users remain solely responsible for decisions made using AI-generated information.

8.6 Continuous Improvement

To improve Platform functionality, Palmera may use information relating to interactions with AI Services to improve:

recommendation quality;

itinerary generation;

search functionality;

customer support;

personalization;

Concierge Services;

Platform performance;

future AI capabilities.

Where reasonably practicable, Palmera seeks to use aggregated, anonymized, or de-identified information for AI improvement activities.

Processing of Personal Information relating to AI Services is governed by the Privacy Policy.

8.7 Responsible Use

Users agree not to misuse AI Services.

Prohibited uses include:

attempting to manipulate AI systems;

submitting malicious prompts;

attempting to extract confidential information;

interfering with Platform operations;

using AI Services to facilitate unlawful conduct;

reverse engineering AI functionality where prohibited by law or contract;

using AI Services in violation of these Terms.

Palmera reserves the right to limit or suspend access to AI Services where misuse is reasonably suspected.

8.8 Third-Party AI Technologies

Certain AI Services may utilize technologies provided by trusted third-party providers.

Palmera may update, replace, or modify underlying AI technologies from time to time without notice, provided that such changes do not materially reduce Users’ legal rights under these Terms.

Use of third-party AI technologies does not alter Palmera’s role as described in these Terms.

8.9 Availability

AI Services are provided on an evolving basis.

Palmera does not guarantee that AI Services will:

always be available;

always produce accurate outputs;

always produce complete outputs;

remain unchanged over time;

satisfy every User request.

AI Services may be modified, suspended, discontinued, or replaced as the Platform evolves.

8.10 Marketplace Neutrality

Recommendations generated by AI Services are intended to assist Users in discovering relevant Experiences.

Unless expressly identified otherwise, AI-generated recommendations do not constitute:

endorsements;

certifications;

guarantees;

rankings of objective quality;

professional recommendations;

promises regarding Provider performance.

The ultimate decision to participate in an Experience remains solely with the User.

8.11 Automation

Palmera may use automated technologies to improve operational efficiency, including:

reservation coordination;

customer communications;

fraud detection support;

search optimization;

itinerary organization;

personalization;

platform maintenance;

administrative workflows;

customer support routing;

future operational improvements.

Such automation is intended to support Platform operations and improve the user experience.

8.12 Future AI Services

Artificial intelligence technologies continue to evolve rapidly.

Accordingly, Palmera may introduce additional AI-powered functionality relating to:

concierge assistance;

travel planning;

booking assistance;

personalization;

operational automation;

multilingual support;

accessibility;

loyalty programs;

customer service;

marketplace improvements;

future Platform functionality.

Where new AI functionality materially changes the processing of Personal Information, Palmera will update the Privacy Policy and any applicable notices as required by law.

8.13 Limitation of Reliance

Users acknowledge that AI Services are informational tools.

Users agree not to rely exclusively upon AI-generated outputs when making decisions involving:

health;

safety;

legal obligations;

financial commitments;

travel logistics;

emergency situations;

regulatory compliance;

other significant personal or business decisions.

Independent judgment should always be exercised.

8.14 Our Commitment

Palmera believes artificial intelligence should make discovering exceptional Experiences simpler, more personalized, and more enjoyable—not less transparent or less trustworthy.

As AI technologies continue to evolve, Palmera is committed to developing and deploying AI responsibly, maintaining meaningful human oversight where appropriate, protecting User privacy, and using automation to enhance—not replace—the relationships between Users, Providers, and the Platform.

9. PALMERA GOLD, MEMBERSHIPS, LOYALTY PROGRAMS, REWARDS, PROMOTIONS, AND CREDITS

9.1 Overview

Palmera may offer membership programs, loyalty programs, promotional campaigns, referral programs, rewards, credits, gift cards, subscriptions, premium services, and other value-added benefits (collectively, “Membership Programs”).

Membership Programs are intended to enhance the user experience and encourage engagement with the Platform.

Unless expressly stated otherwise, Membership Programs are offered solely by Palmera and are separate from the products and services offered by independent Providers.

Participation in any Membership Program is voluntary and subject to these Terms, any applicable program-specific terms, and applicable law.

9.2 Palmera Gold

Palmera Gold is Palmera’s premium membership program.

Depending on availability and the applicable membership tier, Palmera Gold may provide benefits including:

exclusive offers;

loyalty rewards;

priority access;

enhanced Concierge Services;

promotional pricing;

early access to Experiences;

member-only content;

special events;

premium Platform features;

future benefits introduced by Palmera.

Specific benefits, pricing, eligibility requirements, and availability may change over time.

9.3 Loyalty Points and Rewards

Palmera may award loyalty points, rewards, badges, status levels, or similar incentives in connection with:

reservations;

completed purchases;

referrals;

promotional campaigns;

memberships;

engagement with the Platform;

future qualifying activities.

Unless expressly stated otherwise:

loyalty points have no cash value;

loyalty points are not redeemable for cash;

loyalty points are not bank deposits;

loyalty points are not stored-value accounts;

loyalty points do not earn interest;

loyalty points are non-transferable except where expressly permitted;

loyalty points are revocable in accordance with these Terms.

9.4 Earning Rewards

Eligibility to earn rewards may depend upon factors including:

completion of eligible transactions;

successful payment;

compliance with these Terms;

compliance with applicable promotional rules;

account standing;

fraud prevention requirements;

geographic availability;

other criteria established by Palmera.

Palmera reserves the right to verify eligibility before issuing rewards.

9.5 Redemption

Rewards, promotional credits, and loyalty benefits may be redeemed only in accordance with the rules applicable to the relevant Membership Program.

Certain benefits may:

expire;

have minimum redemption thresholds;

apply only to eligible Experiences;

exclude certain Providers;

exclude taxes or fees;

be subject to inventory limitations;

be subject to blackout periods;

be subject to geographic restrictions.

9.6 Promotions

Palmera may conduct promotional campaigns from time to time.

Promotions may include:

referral incentives;

welcome offers;

seasonal campaigns;

promotional credits;

discounts;

sweepstakes where permitted;

contests where permitted;

bonus rewards;

limited-time offers;

future promotional initiatives.

Each promotion may be governed by separate promotional terms in addition to these Terms.

9.7 Referral Programs

Where available, Users may participate in referral programs offered by Palmera.

Users agree not to:

create fraudulent referrals;

create multiple Accounts to obtain referral rewards;

engage in self-referrals unless expressly permitted;

manipulate referral systems;

engage in deceptive promotional practices.

Palmera reserves the right to deny, reverse, or cancel referral rewards obtained through fraud, abuse, or violations of these Terms.

9.8 Promotional Credits

Promotional credits may be issued by Palmera for promotional purposes.

Unless expressly stated otherwise:

promotional credits have no cash value;

promotional credits are non-transferable;

promotional credits may expire;

promotional credits may be limited to specific Experiences;

promotional credits may be revoked in cases of fraud, abuse, error, or misuse.

Promotional credits do not constitute deposits or prepaid funds.

9.9 Gift Cards

If Palmera offers gift cards, such gift cards shall be governed by:

these Terms;

applicable gift card terms;

applicable law.

Gift card availability, expiration, redemption, replacement, and transferability may vary depending upon applicable law and the specific gift card program.

9.10 Modification of Membership Programs

Palmera continually evaluates its Membership Programs.

Accordingly, Palmera reserves the right, subject to applicable law, to:

modify benefits;

modify eligibility requirements;

modify redemption rules;

modify point values;

modify expiration periods;

introduce new membership tiers;

discontinue promotions;

replace existing programs;

terminate Membership Programs.

Where legally required, Palmera will provide appropriate notice before material changes become effective.

9.11 Fraud and Abuse

Palmera reserves the right to investigate suspected abuse of Membership Programs.

Examples include:

fraudulent referrals;

manipulation of loyalty points;

fake transactions;

artificial activity;

abuse of promotional codes;

multiple Accounts;

payment fraud;

unauthorized transfers;

exploitation of technical errors.

Where Palmera reasonably determines that abuse has occurred, Palmera may:

remove rewards;

reverse promotional credits;

suspend Membership Program participation;

suspend Accounts;

terminate Accounts;

recover improperly obtained benefits;

pursue other remedies available under these Terms or applicable law.

9.12 No Property Rights

Memberships, loyalty points, promotional credits, rewards, status levels, and similar benefits are contractual benefits offered by Palmera.

Unless expressly required by applicable law:

they do not constitute personal property;

they do not constitute financial assets;

they are not transferable by inheritance;

they may not be sold;

they may not be pledged as collateral;

they create no ownership interest in Palmera.

Participation in a Membership Program does not create any vested right to future benefits.

9.13 Account Closure

Upon suspension, termination, or closure of an Account, Membership Program benefits may be forfeited where permitted by applicable law and applicable program terms.

Palmera may, in its discretion, honor certain benefits following Account closure where operationally appropriate.

9.14 Taxes

Users are solely responsible for determining and paying any taxes arising from rewards, promotional benefits, referral incentives, or Membership Program participation where applicable under law.

9.15 Our Commitment

Palmera’s Membership Programs are designed to reward exploration, celebrate exceptional Experiences, and strengthen long-term relationships with our community.

As the Platform evolves, we will continue refining our Membership Programs to provide meaningful value while maintaining fairness, transparency, and the integrity of the marketplace.

10. INTELLECTUAL PROPERTY, PLATFORM CONTENT, AND LICENSES

10.1 Overview

The Platform contains software, technology, designs, trademarks, copyrighted works, databases, user-generated content, Provider content, artificial intelligence outputs, and other intellectual property owned by Palmera, independent Providers, Users, or third parties.

These Terms define the ownership, permitted use, and licensing of such intellectual property.

Nothing in these Terms transfers ownership of intellectual property unless expressly stated otherwise.

10.2 Palmera Intellectual Property

Except for content owned by Users, Providers, or third parties, all intellectual property relating to the Platform is owned by or licensed to Palmera.

This includes, without limitation:

the Palmera name;

logos;

trademarks;

service marks;

trade dress;

software;

mobile applications;

websites;

user interface designs;

layouts;

graphics;

animations;

audiovisual works;

databases;

source code;

object code;

APIs;

algorithms;

recommendation systems;

AI systems;

Concierge systems;

workflows;

documentation;

text created by Palmera;

compilations;

platform architecture;

proprietary technology;

and all related intellectual property rights.

These materials are protected by applicable copyright, trademark, trade secret, patent, and other intellectual property laws.

10.3 Limited License to Users

Subject to compliance with these Terms, Palmera grants Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended personal or internal business purposes.

This license does not permit Users to:

copy the Platform;

reproduce Platform content except as expressly permitted;

modify Platform software;

reverse engineer the Platform except where prohibited by law;

create derivative works;

scrape data;

use automated bots without authorization;

commercially exploit the Platform;

remove copyright notices;

interfere with Platform functionality.

All rights not expressly granted are reserved by Palmera.

10.4 Provider Intellectual Property

Providers retain ownership of the intellectual property they own and submit to the Platform.

Examples include:

logos;

trademarks;

menus;

photographs;

descriptions;

promotional materials;

business names;

branding;

marketing content.

By submitting such materials, Providers grant Palmera a worldwide, non-exclusive, royalty-free, sublicensable (solely as reasonably necessary to operate the Platform), revocable license during the term of the Provider relationship to:

host;

display;

reproduce;

distribute;

format;

translate;

optimize;

promote;

and otherwise use such materials solely for operating, improving, marketing, and providing the Platform.

Providers represent and warrant that they possess all rights necessary to grant this license.

10.5 User-Generated Content

Users retain ownership of intellectual property rights they hold in content they create and submit through the Platform.

User Content may include:

Stories;

profile photographs;

review photographs;

reviews;

comments;

captions;

itineraries;

Favorites;

recommendations;

messages where applicable;

other content submitted through the Platform.

By submitting User Content, the User grants Palmera a worldwide, non-exclusive, royalty-free, transferable as part of a corporate transaction, sublicensable (solely as necessary to operate the Platform), license to:

host;

store;

reproduce;

display;

distribute;

transmit;

adapt;

resize;

translate;

create technical modifications;

moderate;

improve Platform functionality;

operate social features;

promote the Platform;

and otherwise use the User Content in connection with operating, maintaining, improving, securing, and marketing the Platform.

This license continues only for as long as reasonably necessary to provide the Platform and comply with legal obligations, except where content has been shared publicly, incorporated into reviews, anonymized, aggregated, or retained as otherwise permitted by applicable law.

10.6 User Representations

By submitting User Content, Users represent and warrant that:

they own the content or possess sufficient rights to submit it;

submission does not infringe third-party rights;

submission complies with these Terms;

submission complies with applicable law;

submission does not violate privacy rights;

submission does not violate publicity rights.

Users remain solely responsible for the User Content they submit.

10.7 Third-Party Intellectual Property

The Platform may include intellectual property owned by third parties, including:

payment providers;

mapping providers;

authentication providers;

cloud service providers;

software licensors;

technology partners;

other authorized licensors.

Nothing in these Terms grants Users any rights to third-party intellectual property beyond those necessary to use the Platform.

10.8 Artificial Intelligence Outputs

Certain content displayed through the Platform may be generated or assisted by artificial intelligence.

Such content may include:

itineraries;

recommendations;

summaries;

search results;

Concierge responses;

planning assistance;

informational content.

Unless expressly stated otherwise:

AI-generated outputs are provided solely for informational purposes;

ownership of underlying Platform technology remains with Palmera or its licensors;

Users may use AI-generated outputs for their personal use in connection with the Platform;

Users may not represent AI-generated outputs as official statements of Palmera or any Provider.

Nothing in this section transfers ownership of Palmera’s AI systems, models, algorithms, or related intellectual property.

10.9 Feedback

Palmera welcomes suggestions regarding improvements to the Platform.

If a User voluntarily submits ideas, suggestions, comments, feature requests, or other feedback (“Feedback”), the User grants Palmera a perpetual, irrevocable, worldwide, royalty-free license to use, modify, implement, commercialize, and incorporate such Feedback without compensation or attribution, unless prohibited by applicable law.

Submission of Feedback is entirely voluntary.

10.10 Copyright Complaints

Palmera respects intellectual property rights and expects Users and Providers to do the same.

Palmera reserves the right to remove allegedly infringing content and respond to intellectual property complaints in accordance with applicable law.

Copyright complaints may be submitted as described in Palmera’s DMCA & Copyright Policy.

Where applicable, Palmera may terminate repeat intellectual property infringers.

10.11 Reservation of Rights

Except for the limited licenses expressly granted in these Terms, nothing transfers ownership of any intellectual property belonging to:

Palmera;

Users;

Providers;

licensors;

third parties.

All rights not expressly granted are reserved by their respective owners.

10.12 Our Commitment

Innovation is one of Palmera’s defining values.

Protecting intellectual property encourages creativity, supports Providers, respects User contributions, and enables Palmera to continue building technology that improves how people discover and experience the world.

Accordingly, Palmera is committed to respecting intellectual property rights while fostering an environment where Users, Providers, creators, and partners can confidently share, collaborate, and innovate through the Platform.

11. WARRANTIES, DISCLAIMERS, AND ASSUMPTION OF RISK

11.1 Overview

The Platform is intended to help Users discover, organize, reserve, purchase, and enjoy Experiences offered through Palmera.

Although Palmera strives to provide a reliable, secure, and high-quality Platform, no technology platform, marketplace, or service can guarantee uninterrupted operation or eliminate every potential risk associated with third-party Experiences.

Accordingly, this Section explains the warranties Palmera does not make, the responsibilities retained by Users and Providers, and the allocation of certain risks associated with use of the Platform.

Nothing in this Section excludes or limits any rights that cannot lawfully be excluded or limited under applicable law.

11.2 Platform Provided “As Is” and “As Available”

To the fullest extent permitted by applicable law, the Platform, AI Services, Concierge Services, Membership Programs, software, websites, mobile applications, and related services are provided on an “AS IS” and “AS AVAILABLE” basis.

Except as expressly stated in these Terms, Palmera disclaims all warranties, representations, and guarantees, whether express, implied, statutory, or otherwise, including any implied warranties of:

merchantability;

fitness for a particular purpose;

title;

non-infringement;

uninterrupted availability;

continuous operation;

accuracy;

completeness;

reliability.

Applicable law may not permit exclusion of certain warranties. In those jurisdictions, this disclaimer applies only to the extent legally permitted.

11.3 No Warranty Regarding Providers or Experiences

Palmera does not warrant, guarantee, certify, or represent that any Provider or Experience will:

satisfy User expectations;

meet a particular standard of quality;

remain available;

operate without interruption;

be free from defects;

comply with every User preference;

remain accurately described at all times.

Independent Providers remain solely responsible for the Experiences they offer.

Nothing in these Terms shall be interpreted as making Palmera the provider of an Experience unless expressly identified as such.

11.4 No Warranty Regarding Listings

Although Palmera encourages Providers to maintain accurate listings, Palmera does not warrant that Provider information will always be:

complete;

accurate;

current;

error-free;

available;

free from omissions.

Users should independently verify information that is material to their decision, including where appropriate:

operating hours;

pricing;

availability;

accessibility;

dietary accommodations;

age restrictions;

special requirements.

11.5 No Warranty Regarding Reservations

Palmera does not guarantee that:

reservation requests will be accepted;

reservations will remain available;

reservations will not be modified;

reservations will not be cancelled;

Experiences will occur exactly as scheduled.

Reservation fulfillment remains subject to Provider operations, applicable policies, and circumstances beyond Palmera’s reasonable control.

11.6 No Warranty Regarding AI Services

Artificial intelligence assists Users but does not replace independent judgment.

Palmera does not warrant that AI-generated outputs will always be:

accurate;

complete;

current;

suitable for every purpose;

free from error.

Users remain responsible for verifying important information before relying upon AI-generated recommendations, itineraries, summaries, or other AI-generated outputs.

11.7 Third-Party Services

The Platform may rely upon third-party technologies and services, including payment processors, authentication providers, mapping providers, cloud infrastructure providers, communications providers, and other technology partners.

Palmera does not warrant uninterrupted performance of third-party services or accept responsibility for outages, interruptions, or failures occurring within systems controlled by third parties.

11.8 Assumption of Ordinary Risks

Users acknowledge that participation in Experiences involves risks that vary depending upon the nature of the Experience.

Such risks may include, without limitation:

travel delays;

weather conditions;

transportation disruptions;

food allergies;

foodborne illness;

physical activity;

outdoor conditions;

water-related activities;

wildlife encounters;

equipment failure;

traffic conditions;

crowd conditions;

personal injury;

theft;

property damage;

cancellation by Providers;

acts or omissions of third parties.

Users voluntarily assume the ordinary risks reasonably associated with participating in Experiences.

Nothing in this Section limits liability that cannot legally be waived.

11.9 Health and Safety

Users remain responsible for evaluating whether an Experience is appropriate for their own:

health;

physical condition;

medical needs;

dietary requirements;

accessibility needs;

personal circumstances.

Palmera does not provide medical, safety, or professional advice.

Users should contact the applicable Provider directly regarding questions relating to safety requirements, accessibility accommodations, or other specific concerns.

11.10 Internet and Technology Risks

Users acknowledge that use of online platforms involves inherent technological risks, including:

internet interruptions;

device failures;

software incompatibilities;

cybersecurity incidents;

communication delays;

hardware failures;

network outages.

Although Palmera implements commercially reasonable safeguards, no online service can guarantee absolute security or uninterrupted operation.

11.11 Force Majeure

Palmera shall not be responsible for delays, interruptions, or inability to perform obligations resulting from events beyond its reasonable control, including:

natural disasters;

severe weather;

pandemics;

public health emergencies;

governmental actions;

labor disputes;

war;

terrorism;

civil unrest;

utility failures;

cyberattacks;

internet outages;

failures of third-party infrastructure;

other force majeure events.

Where applicable law requires otherwise, nothing in this Section limits mandatory legal rights.

11.12 No Guarantee of Availability

Palmera may modify, suspend, discontinue, replace, or update any portion of the Platform, including:

Experiences;

AI Services;

Concierge Services;

Membership Programs;

social features;

messaging functionality;

payment functionality;

future Platform features.

Palmera will make commercially reasonable efforts to minimize unnecessary disruption but does not guarantee continuous availability of every feature.

11.13 User Responsibility

Users remain responsible for:

reviewing booking information;

verifying reservation details;

exercising independent judgment;

complying with Provider instructions;

complying with applicable law;

protecting their own property;

safeguarding their own health and safety;

making informed purchasing decisions.

The Platform is intended to assist Users—not to replace their personal judgment or decision-making.

11.14 Our Commitment

Palmera is committed to building technology that helps Users discover exceptional Experiences with greater confidence, convenience, and transparency.

At the same time, meaningful Experiences occur in the real world and are delivered by independent Providers operating under circumstances that Palmera cannot fully control.

These disclaimers are not intended to reduce our commitment to Users. Rather, they are intended to clearly define the respective responsibilities of Users, Providers, and Palmera so that the marketplace can operate fairly, transparently, and responsibly.

12. LIMITATION OF LIABILITY

12.1 Purpose

This Section allocates risk between Palmera, Users, and Providers.

The pricing, services, and functionality offered through the Platform reflect this allocation of risk.

Users acknowledge that the limitations set forth in this Section form an essential basis of the agreement between the parties.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

12.2 Independent Provider Responsibility

As explained throughout these Terms, independent Providers—not Palmera—are responsible for providing the Experiences available through the Platform.

Accordingly, to the fullest extent permitted by applicable law, Palmera shall not be liable for claims arising from or relating to:

the quality of an Experience;

food quality;

food allergies;

foodborne illness;

hotel accommodations;

transportation services;

tours;

safaris;

wellness services;

nightlife experiences;

customer service provided by a Provider;

pricing established by a Provider;

Provider cancellations;

delays caused by Providers;

injuries occurring during an Experience;

theft;

property damage;

acts or omissions of Providers;

acts or omissions of third parties.

Nothing in this Section limits any liability Palmera may have for products or services expressly identified as being provided directly by Palmera.

12.3 Types of Damages Excluded

To the fullest extent permitted by applicable law, Palmera shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages arising out of or relating to:

use of the Platform;

inability to use the Platform;

Experiences offered by Providers;

reservations;

purchases;

payment processing;

AI Services;

Concierge Services;

Membership Programs;

User Content;

Provider Content;

Platform interruptions;

third-party services.

This limitation applies even if Palmera has been advised of the possibility of such damages.

Examples of excluded damages include:

lost profits;

lost business opportunities;

loss of goodwill;

loss of reputation;

lost data;

business interruption;

loss of anticipated savings;

emotional distress (where such limitation is permitted by law);

indirect financial losses.

12.4 Aggregate Liability

To the fullest extent permitted by applicable law, Palmera’s total aggregate liability arising out of or relating to any claim, dispute, transaction, or series of related events shall not exceed the total amount actually paid by the User to Palmera for:

the specific transaction;

the applicable Membership Program;

the applicable Palmera product or service;

giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

For clarity:

Where the claim relates solely to an independent Provider’s Experience, Palmera’s liability shall be limited consistent with its role as a marketplace and payment facilitator, except to the extent liability cannot lawfully be limited.

12.5 Payment Facilitation

The collection, temporary holding, processing, transmission, or settlement of payments does not make Palmera responsible for:

fulfillment of an Experience;

Provider performance;

Provider contractual obligations;

Provider negligence;

Provider misconduct;

Provider legal compliance.

Palmera’s role in facilitating payment does not create liability for the underlying Experience.

12.6 Platform Availability

To the fullest extent permitted by applicable law, Palmera shall not be liable for losses arising from:

Platform downtime;

scheduled maintenance;

software updates;

internet interruptions;

third-party outages;

payment processor failures;

cloud infrastructure failures;

telecommunications failures;

force majeure events;

unauthorized access despite commercially reasonable safeguards;

temporary unavailability of Platform features.

12.7 User Decisions

Users remain solely responsible for decisions relating to:

participation in Experiences;

purchases;

travel arrangements;

transportation;

health decisions;

financial decisions;

legal compliance;

interactions with Providers;

interactions with other Users.

Palmera provides tools that assist Users in making decisions but does not make those decisions on behalf of Users.

12.8 AI Services

To the fullest extent permitted by applicable law, Palmera shall not be liable for decisions made by Users based upon AI-generated:

recommendations;

itineraries;

summaries;

search results;

Concierge responses;

planning suggestions;

informational outputs.

Users remain responsible for independently verifying material information before relying upon AI-generated content.

12.9 Third-Party Services

Palmera shall not be liable for losses resulting from services operated by third parties, including:

payment processors;

mapping providers;

cloud infrastructure providers;

authentication providers;

telecommunications providers;

internet service providers;

software licensors;

technology partners.

Each third party remains responsible for its own products and services.

12.10 User Content and Provider Content

To the fullest extent permitted by applicable law, Palmera shall not be liable for:

User Content;

Provider Content;

reviews;

comments;

photographs;

descriptions;

recommendations;

messages;

social interactions;

other content created or submitted by Users or Providers.

Palmera reserves the right to moderate such content but does not assume responsibility for it solely because it appears on the Platform.

12.11 No Expansion of Liability

No recommendation, review, ranking, AI-generated suggestion, Concierge communication, promotional campaign, featured listing, verification activity, quality assurance activity, or moderation activity conducted by Palmera shall be interpreted as:

assuming responsibility for a Provider;

guaranteeing an Experience;

certifying Provider quality;

creating an agency relationship;

expanding Palmera’s legal obligations beyond those expressly described in these Terms.

12.12 Jurisdictional Limitations

Some jurisdictions do not permit certain exclusions or limitations of liability.

Where applicable law prohibits any limitation contained in this Section, such limitation shall apply only to the maximum extent permitted by applicable law.

All remaining provisions shall remain fully enforceable.

12.13 Survival

The limitations contained in this Section survive:

completion of an Experience;

cancellation of a Booking;

termination of an Account;

termination of these Terms;

expiration of Membership Programs;

discontinuation of the Platform.

12.14 Our Commitment

Palmera is committed to operating a trusted, transparent, and responsible marketplace.

These limitations of liability are not intended to avoid accountability for our own obligations. Rather, they are intended to clearly distinguish the responsibilities of Palmera, Users, and independent Providers, ensuring that each party remains responsible for the matters within its own control.

By clearly allocating responsibility, we believe the Platform can operate more fairly, predictably, and sustainably for everyone involved.

12. LIMITATION OF LIABILITY

12.1 Purpose

This Section allocates risk between Palmera, Users, and Providers.

The pricing, services, and functionality offered through the Platform reflect this allocation of risk.

Users acknowledge that the limitations set forth in this Section form an essential basis of the agreement between the parties.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

12.2 Independent Provider Responsibility

As explained throughout these Terms, independent Providers—not Palmera—are responsible for providing the Experiences available through the Platform.

Accordingly, to the fullest extent permitted by applicable law, Palmera shall not be liable for claims arising from or relating to:

the quality of an Experience;

food quality;

food allergies;

foodborne illness;

hotel accommodations;

transportation services;

tours;

safaris;

wellness services;

nightlife experiences;

customer service provided by a Provider;

pricing established by a Provider;

Provider cancellations;

delays caused by Providers;

injuries occurring during an Experience;

theft;

property damage;

acts or omissions of Providers;

acts or omissions of third parties.

Nothing in this Section limits any liability Palmera may have for products or services expressly identified as being provided directly by Palmera.

12.3 Types of Damages Excluded

To the fullest extent permitted by applicable law, Palmera shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages arising out of or relating to:

use of the Platform;

inability to use the Platform;

Experiences offered by Providers;

reservations;

purchases;

payment processing;

AI Services;

Concierge Services;

Membership Programs;

User Content;

Provider Content;

Platform interruptions;

third-party services.

This limitation applies even if Palmera has been advised of the possibility of such damages.

Examples of excluded damages include:

lost profits;

lost business opportunities;

loss of goodwill;

loss of reputation;

lost data;

business interruption;

loss of anticipated savings;

emotional distress (where such limitation is permitted by law);

indirect financial losses.

12.4 Aggregate Liability

To the fullest extent permitted by applicable law, Palmera’s total aggregate liability arising out of or relating to any claim, dispute, transaction, or series of related events shall not exceed the total amount actually paid by the User to Palmera for:

the specific transaction;

the applicable Membership Program;

the applicable Palmera product or service;

giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

For clarity:

Where the claim relates solely to an independent Provider’s Experience, Palmera’s liability shall be limited consistent with its role as a marketplace and payment facilitator, except to the extent liability cannot lawfully be limited.

12.5 Payment Facilitation

The collection, temporary holding, processing, transmission, or settlement of payments does not make Palmera responsible for:

fulfillment of an Experience;

Provider performance;

Provider contractual obligations;

Provider negligence;

Provider misconduct;

Provider legal compliance.

Palmera’s role in facilitating payment does not create liability for the underlying Experience.

12.6 Platform Availability

To the fullest extent permitted by applicable law, Palmera shall not be liable for losses arising from:

Platform downtime;

scheduled maintenance;

software updates;

internet interruptions;

third-party outages;

payment processor failures;

cloud infrastructure failures;

telecommunications failures;

force majeure events;

unauthorized access despite commercially reasonable safeguards;

temporary unavailability of Platform features.

12.7 User Decisions

Users remain solely responsible for decisions relating to:

participation in Experiences;

purchases;

travel arrangements;

transportation;

health decisions;

financial decisions;

legal compliance;

interactions with Providers;

interactions with other Users.

Palmera provides tools that assist Users in making decisions but does not make those decisions on behalf of Users.

12.8 AI Services

To the fullest extent permitted by applicable law, Palmera shall not be liable for decisions made by Users based upon AI-generated:

recommendations;

itineraries;

summaries;

search results;

Concierge responses;

planning suggestions;

informational outputs.

Users remain responsible for independently verifying material information before relying upon AI-generated content.

12.9 Third-Party Services

Palmera shall not be liable for losses resulting from services operated by third parties, including:

payment processors;

mapping providers;

cloud infrastructure providers;

authentication providers;

telecommunications providers;

internet service providers;

software licensors;

technology partners.

Each third party remains responsible for its own products and services.

12.10 User Content and Provider Content

To the fullest extent permitted by applicable law, Palmera shall not be liable for:

User Content;

Provider Content;

reviews;

comments;

photographs;

descriptions;

recommendations;

messages;

social interactions;

other content created or submitted by Users or Providers.

Palmera reserves the right to moderate such content but does not assume responsibility for it solely because it appears on the Platform.

12.11 No Expansion of Liability

No recommendation, review, ranking, AI-generated suggestion, Concierge communication, promotional campaign, featured listing, verification activity, quality assurance activity, or moderation activity conducted by Palmera shall be interpreted as:

assuming responsibility for a Provider;

guaranteeing an Experience;

certifying Provider quality;

creating an agency relationship;

expanding Palmera’s legal obligations beyond those expressly described in these Terms.

12.12 Jurisdictional Limitations

Some jurisdictions do not permit certain exclusions or limitations of liability.

Where applicable law prohibits any limitation contained in this Section, such limitation shall apply only to the maximum extent permitted by applicable law.

All remaining provisions shall remain fully enforceable.

12.13 Survival

The limitations contained in this Section survive:

completion of an Experience;

cancellation of a Booking;

termination of an Account;

termination of these Terms;

expiration of Membership Programs;

discontinuation of the Platform.

12.14 Our Commitment

Palmera is committed to operating a trusted, transparent, and responsible marketplace.

These limitations of liability are not intended to avoid accountability for our own obligations. Rather, they are intended to clearly distinguish the responsibilities of Palmera, Users, and independent Providers, ensuring that each party remains responsible for the matters within its own control.

By clearly allocating responsibility, we believe the Platform can operate more fairly, predictably, and sustainably for everyone involved.

13. INDEMNIFICATION

13.1 Purpose

This Section allocates responsibility where the acts or omissions of a User or Provider cause Palmera or its affiliates to incur legal claims, liabilities, damages, losses, or expenses.

The obligations described in this Section are intended to ensure that the party responsible for the underlying conduct bears responsibility for the resulting consequences, to the fullest extent permitted by applicable law.

Nothing in this Section requires indemnification where prohibited by applicable law.

13.2 User Indemnification

To the fullest extent permitted by applicable law, you agree to defend (where requested by Palmera), indemnify, and hold harmless Palmera Services LLC and its parent companies, subsidiaries, affiliates, successors, assigns, officers, directors, employees, contractors, representatives, agents, licensors, and service providers (collectively, the “Palmera Parties”) from and against any claims, demands, actions, proceedings, damages, judgments, settlements, losses, liabilities, fines, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

your use of the Platform;

your violation of these Terms;

your violation of applicable law;

your negligent, fraudulent, or intentional misconduct;

your infringement of another person’s intellectual property rights;

your violation of another person’s privacy or publicity rights;

User Content submitted by you;

fraudulent payment activity;

fraudulent chargebacks;

misuse of AI Services;

misuse of Membership Programs;

unauthorized commercial use of the Platform;

interactions between you and other Users;

interactions between you and Providers;

any false representations made by you;

any breach of representations or warranties contained in these Terms.

13.3 Provider Indemnification

Independent Providers agree to defend (where requested by Palmera), indemnify, and hold harmless the Palmera Parties from and against claims, liabilities, losses, damages, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

the Provider’s Experiences;

Provider operations;

Provider negligence;

Provider misconduct;

failure to deliver booked Experiences;

inaccurate listings;

misleading advertising;

pricing disputes;

employment matters;

licensing violations;

regulatory violations;

tax obligations;

health or safety violations;

accessibility violations;

infringement of intellectual property;

breach of any Provider Agreement;

violation of applicable law.

This obligation is in addition to any indemnification obligations contained in a separate Provider Agreement.

13.4 Intellectual Property Claims

Any User or Provider who uploads, publishes, submits, or otherwise makes content available through the Platform represents that they possess all rights necessary to do so.

If content submitted by a User or Provider results in a claim alleging infringement of copyright, trademark, patent, trade secret, publicity rights, privacy rights, or other proprietary rights, the submitting party agrees to indemnify the Palmera Parties to the fullest extent permitted by applicable law.

13.5 User Content

Users remain solely responsible for all User Content they submit.

Palmera’s decision to host, display, moderate, remove, or review User Content does not transfer legal responsibility for that content to Palmera.

Users agree to indemnify the Palmera Parties against claims arising from User Content they submit to the Platform.

13.6 Provider Content

Providers remain solely responsible for all content they submit, including:

business descriptions;

menus;

photographs;

promotional materials;

pricing;

availability;

marketing content;

trademarks;

logos;

other listing information.

Providers agree to indemnify the Palmera Parties against claims arising from Provider Content submitted to the Platform.

13.7 Marketplace Transactions

Users acknowledge that independent Providers are responsible for delivering the Experiences they offer.

To the fullest extent permitted by applicable law, Users agree that Palmera shall not be required to indemnify Users for claims arising solely from the acts or omissions of independent Providers.

Likewise, Providers acknowledge that Users remain responsible for their own conduct while participating in Experiences.

Nothing in this Section limits any rights that Users or Providers may have directly against one another under applicable law.

13.8 Cooperation

Where indemnification obligations arise, the indemnifying party agrees to cooperate in good faith with the reasonable defense and resolution of the applicable claim.

Such cooperation may include providing:

relevant documents;

booking information;

communications;

witness information;

transaction records;

other information reasonably necessary to respond to the claim.

Palmera agrees to provide reasonable notice of claims for which indemnification is sought, except where doing so is impracticable.

13.9 Control of Defense

Where indemnification applies, Palmera reserves the right to participate in the defense of any claim using counsel of its choosing.

Where appropriate, Palmera may assume control of the defense of a claim if necessary to protect its interests.

No indemnifying party may settle any claim affecting the rights or obligations of the Palmera Parties without Palmera’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

13.10 Limitations

Indemnification obligations under this Section apply only to the extent permitted by applicable law.

Nothing in this Section requires a User or Provider to indemnify Palmera for:

Palmera’s own gross negligence;

Palmera’s own willful misconduct;

liabilities that cannot lawfully be shifted under applicable law.

13.11 Survival

The indemnification obligations contained in this Section survive:

completion of an Experience;

cancellation of a Booking;

settlement of payments;

termination of an Account;

termination of these Terms;

discontinuation of the Platform.

13.12 Our Commitment

Palmera believes that responsibility should follow conduct.

These indemnification provisions are intended to allocate responsibility fairly by requiring each party to remain accountable for its own actions while protecting the Platform and its community from claims arising from the wrongful acts or omissions of others.

14. DISPUTE RESOLUTION, INFORMAL RESOLUTION, ARBITRATION, CLASS ACTION WAIVER, AND GOVERNING LAW

14.1 Purpose

Palmera believes that most disagreements can be resolved efficiently through direct communication rather than formal legal proceedings.

Accordingly, before initiating arbitration or litigation where permitted under these Terms, the parties agree to make a good-faith effort to resolve disputes through the informal dispute resolution process described below.

Nothing in this Section limits rights that cannot legally be waived under applicable law.

14.2 Informal Dispute Resolution

Before commencing arbitration or other formal legal proceedings, the party asserting a dispute shall provide written notice describing:

the nature of the dispute;

the relevant facts;

the requested resolution;

supporting information reasonably available.

Following receipt of such notice, the parties agree to attempt in good faith to resolve the dispute informally for a period of thirty (30) days.

During this period, either party may request discussions, exchange relevant information, or explore mutually agreeable solutions.

If the dispute is resolved during this period, no further legal proceedings relating to that dispute shall be necessary.

14.3 Agreement to Arbitrate

Except where prohibited by applicable law or expressly excluded by these Terms, any dispute, claim, or controversy arising out of or relating to:

these Terms;

the Platform;

Bookings;

Membership Programs;

AI Services;

payments;

User Content;

Provider Content;

reservations;

purchases;

Account use;

or the relationship between the parties,

shall be resolved through binding individual arbitration rather than litigation before a court.

The arbitrator shall have exclusive authority to resolve disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration agreement, except where applicable law provides otherwise.

14.4 Individual Proceedings Only

To the fullest extent permitted by applicable law, disputes shall be conducted solely on an individual basis.

Neither Users nor Palmera shall participate in:

class actions;

class arbitrations;

collective actions;

representative proceedings;

consolidated proceedings,

except where such waiver is prohibited by applicable law.

The arbitrator may award relief only to the individual parties before the arbitrator and only to the extent necessary to resolve the individual dispute.

14.5 Jury Trial Waiver

To the fullest extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in connection with disputes arising out of or relating to these Terms or the Platform.

14.6 Small Claims Court

Nothing in this Section prevents either party from bringing an individual claim in a court of competent jurisdiction that qualifies for small claims court where:

the claim qualifies under applicable law;

the claim remains on an individual basis;

the claim does not seek class-wide relief.

14.7 Injunctive Relief

Nothing in this arbitration agreement prevents Palmera from seeking temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction where reasonably necessary to protect:

intellectual property;

confidential information;

Platform security;

user safety;

trademarks;

copyrights;

trade secrets;

proprietary technology;

other legal rights that may require immediate judicial protection.

Seeking such relief shall not constitute a waiver of the right to arbitrate other claims.

14.8 Governing Law

These Terms and any dispute arising from or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

Where mandatory consumer protection laws of another jurisdiction apply and cannot lawfully be waived, those mandatory provisions shall continue to apply to the extent required by applicable law.

14.9 Arbitration Procedure

Unless the parties mutually agree otherwise, arbitration shall:

be conducted in English unless otherwise required by applicable law or agreed by the parties;

be administered by a nationally recognized arbitration provider or another mutually agreed arbitration administrator;

follow the applicable consumer arbitration rules in effect at the time arbitration is initiated;

permit reasonable exchange of relevant information;

allow the arbitrator to award any relief available under applicable law that is consistent with these Terms.

Where appropriate and permitted by applicable rules, arbitration may be conducted:

in person;

by telephone;

by videoconference;

through written submissions.

14.10 Time Limitation for Claims

To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the claim arose or reasonably should have been discovered.

Claims not commenced within that period shall be permanently barred.

This limitation does not apply where prohibited by applicable law.

14.11 Arbitration Costs

Each party shall bear its own attorneys’ fees and costs except:

where these Terms expressly provide otherwise;

where the arbitrator awards fees under applicable law;

where applicable arbitration rules require a different allocation;

where applicable law requires a different result.

Palmera will comply with all fee-allocation requirements imposed by applicable consumer protection laws and applicable arbitration rules.

14.12 Severability of Arbitration Provisions

If any portion of this arbitration agreement is determined to be invalid or unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law.

If the class action waiver is found unenforceable with respect to a particular claim, only that claim shall proceed as required by applicable law, while the remainder of this Section shall continue to apply.

14.13 International Users

Palmera serves Users located in multiple jurisdictions.

Nothing in this Section is intended to deprive Users of mandatory legal rights that cannot lawfully be waived under the consumer protection laws applicable in their jurisdiction.

Where applicable law prohibits mandatory arbitration for certain disputes, those disputes shall proceed in the manner required by applicable law.

14.14 Good Faith Resolution

The parties agree to participate in dispute resolution in good faith.

Palmera believes that prompt communication, transparency, and reasonable cooperation often provide faster and more effective outcomes than formal legal proceedings.

Accordingly, Users are encouraged to contact Palmera before initiating formal proceedings whenever reasonably practicable.

14.15 Our Commitment

Palmera believes that fair dispute resolution benefits everyone.

These procedures are intended to provide an efficient, cost-effective, and balanced process for resolving disagreements while preserving important legal rights, respecting applicable consumer protection laws, and allowing the Platform to continue serving its community effectively.

15. GENERAL LEGAL PROVISIONS

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any documents expressly incorporated by reference (including any applicable Provider Agreements, Membership Program terms, promotional terms, Community Guidelines, AI Policy, Refund Policy, Cookie Policy, and other supplemental policies published by Palmera), constitute the entire agreement between you and Palmera regarding your use of the Platform.

These Terms supersede all prior or contemporaneous understandings, communications, proposals, representations, and agreements relating to the Platform, whether oral or written.

15.2 Order of Precedence

If any conflict exists between these Terms and another document governing your use of the Platform, the documents shall govern in the following order, unless expressly stated otherwise:

These Terms of Service;

Feature-specific or product-specific terms (including Palmera Gold, Provider Agreements, or similar agreements);

Individual promotional or campaign terms;

Community Guidelines and Marketplace Standards;

Privacy Policy, solely with respect to privacy and data processing matters;

Any other policies expressly incorporated into these Terms.

This hierarchy applies only to the extent necessary to resolve an inconsistency.

15.3 Changes to These Terms

Palmera may modify these Terms from time to time to reflect:

changes in the Platform;

new products or services;

legal or regulatory developments;

security requirements;

operational improvements;

technological developments;

business needs.

Where required by applicable law, Palmera will provide appropriate notice before material changes become effective.

Continued use of the Platform after the effective date of updated Terms constitutes acceptance of the revised Terms, except where applicable law requires additional consent.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Palmera’s prior written consent.

Palmera may assign or transfer these Terms, in whole or in part, in connection with:

a merger;

acquisition;

corporate reorganization;

sale of assets;

financing transaction;

change of control;

or by operation of law.

These Terms shall bind and benefit the parties and their permitted successors and assigns.

15.5 No Waiver

Failure by Palmera to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver shall be effective only if made in writing and signed by an authorized representative of Palmera.

15.6 Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law.

The remaining provisions shall remain in full force and effect.

15.7 No Third-Party Beneficiaries

Except as expressly provided in these Terms, nothing herein creates rights in favor of any person or entity other than the parties to these Terms.

These Terms do not create third-party beneficiary rights.

15.8 Relationship of the Parties

Nothing in these Terms creates:

an employment relationship;

a partnership;

a joint venture;

an agency relationship;

a franchise relationship;

a fiduciary relationship;

any similar legal relationship

between Palmera and any User or Provider, except where expressly stated in a separate written agreement.

15.9 Electronic Communications and Electronic Signatures

By using the Platform, you consent to receive communications electronically where permitted by applicable law.

You agree that electronic records, electronic signatures, electronic notices, and electronic agreements satisfy any legal requirement that such communications be in writing.

15.10 Notices

Where these Terms require notice, Palmera may provide notice by:

email;

in-app notifications;

posting within the Platform;

publication on the Palmera website;

other reasonable electronic means.

Users are responsible for maintaining accurate contact information.

Legal notices to Palmera shall be sent to the contact information designated in the Platform’s Legal Center or other official contact channels identified by Palmera.

15.11 Export Controls and Sanctions Compliance

Users agree to comply with all applicable export control, sanctions, and trade laws when using the Platform.

Users may not use the Platform in violation of any applicable trade restrictions or sanctions imposed by competent governmental authorities.

15.12 Interpretation

Headings are included for convenience only and do not affect interpretation.

Words such as “including,” “includes,” and “include” shall be interpreted to mean “including without limitation.”

References to the singular include the plural and vice versa where appropriate.

References to one gender include all genders.

15.13 Survival

The provisions of these Terms that by their nature should survive termination shall remain in effect following termination, including, without limitation:

payment obligations;

intellectual property provisions;

licenses;

dispute resolution;

arbitration;

governing law;

limitations of liability;

indemnification;

confidentiality obligations;

and any other provisions intended to survive.

15.14 Contact Information

Questions regarding these Terms may be directed through the contact information published in Palmera’s Legal Center or official website.

Palmera may update its contact information from time to time without requiring amendment of these Terms.

15.15 Our Commitment

Palmera’s mission is to make discovering and enjoying exceptional Experiences simpler, more trustworthy, and more memorable.

These Terms are intended not only to define legal rights and responsibilities, but also to support a marketplace built on transparency, accountability, innovation, and respect for Users, Providers, and the communities we serve.

As Palmera evolves, these Terms will evolve with it, guided by the same principles that shape the Platform itself.

APPENDIX A — DEFINITIONS

For purposes of these Terms, the following definitions apply unless the context requires otherwise:

Account means a registered Palmera user account.

AI Services means artificial intelligence, machine learning, automation, and digital assistance features provided through the Platform.

Booking means a confirmed reservation or purchase of an Experience.

Concierge Services means planning, reservation assistance, itinerary support, and related services offered through the Platform.

Experience means any reservation, activity, event, service, accommodation, transportation, or offering made available through the Platform.

Membership Program means any loyalty, rewards, subscription, referral, promotional, or premium program offered by Palmera.

Palmera means Palmera Services LLC and, where the context requires, its affiliates.

Palmera Gold means Palmera’s premium membership program.

Platform means the Palmera website, mobile applications, software, services, and related technology.

Provider means an independent business or individual offering an Experience through the Platform.

Provider Content means content submitted by a Provider, including listings, photographs, descriptions, menus, pricing, branding, and related materials.

Settlement means the transfer or release of funds to a Provider following payment processing, subject to applicable policies and operational procedures.

Terms means these Terms of Service, together with documents expressly incorporated by reference.

User means any individual or entity accessing or using the Platform.

User Content means content submitted by a User, including Stories, reviews, comments, profile information, photographs, itineraries, Favorites, and other user-generated content.