Terms of Service

Please read these Terms of Service (hereinafter, the "Terms of Service") carefully as they contain important information regarding your legal rights, remedies and obligations and govern the commercial relationship with the Company.

By registering on the Website, you agree to comply with and be bound by these Terms of Service.

These Terms of Service constitute a legally binding agreement (hereinafter, the "Agreement") between you and the Company (as defined in Article I) governing the Payment Services (defined below) carried out through or in connection with the Winalist Platform.

Definitions

Capitalised terms not otherwise defined in any article of this Agreement shall have the meaning set out below, whether used in the singular or plural, infinitive or conjugated form.

• Activity(ies): Activity offered for booking on the Website by a Host.
• Listing: Has the meaning given in the Article "Scope of Winalist Services".
• Winalist Account: Has the meaning given in the Article "Account Registration".
• Terms of Service or Agreement: This document.
• Content: Has the meaning given in the Article "Content".
• Host Content: Has the meaning given in the Article "Content".
• Winalist Content: Has the meaning given in the Article "Content".
• Commission Invoice: Document issued by Winalist summarising the Bookings made over a given period and the amount of Service Fees due, indicating the Partner Net (as defined herein). The Commission Invoice does not constitute the sales invoice for the Activity to the Visitor and constitutes a business referral charge for the Host.
• Service Fees: Has the meaning given in the Article "Service Fees".
• Total Fees: Has the meaning given in the Article "Payment Terms".
• Host(s): Wine tourism professional registered on the Website for the purpose of listing the activities they wish to offer for booking to Website Users.
• Personal Information: "Information that allows, in any form whatsoever, directly or indirectly, the identification of the natural persons to whom it relates" (Article 4 of French Law No. 78-17 of 6 January 1978).
• Invoicing Mandate: Authorisation given by the Host to Winalist so that Winalist may issue, in the Host's name and on the Host's behalf, the sales invoices intended for Visitors relating to Bookings made on the Platform. This mandate may result from either: a specific agreement signed between the Host and Winalist, or a written authorisation in any traceable form (including by email).
• Pricing Model "Per Group": A pricing option where the price of an Activity is set for a group of people, rather than per individual. This model allows Hosts to offer fixed prices for groups of different sizes, with price variations depending on the number of people (for example, €40 for 2 to 5 people, €60 for 6 to 10 people). Service Fees for this model are calculated taking into account the total number of people in the group, including children.
• Pricing Model "Per Person": A pricing option where the price of an Activity is set per individual, without distinction based on the number of people. Each person participating in the Activity pays a specific rate per adult and, in some cases, per child. Service Fees for this model are calculated taking into account only the number of adults booked for the Activity.
• Booking Widget: Has the meaning given in the Article "Framing".
• Partner Net: The total amount of payments collected by Winalist related to Activity bookings over a given period (the date of participation in the Activity by the User shall be used, not the payment date of the booking) less Winalist's Service Fees inclusive of all applicable Taxes.
• Add-on/Extra: Service offered by the Host as a complement to the Activity, which may consist of the supply of one or more physical products or one or more additional services.
• Pay on Arrival: Payment option that can be activated by the Host from their partner dashboard, allowing the Visitor to pay the Price of the Activity and/or its Add-ons directly to the Host on the day the Activity takes place, without prior collection by Winalist.
• Booking: Purchase of an Activity by a User, for a date, a number of adults, a number of children and according to the Price per adult and the Price per child set by the Host offering said Activity.
• Website or Platform or Winalist Platform: All web pages accessible via the following domains: winalist.fr, winalist.com, winalist.it, winalist.de, winalist.es, winalist.pt, winalist.nl, winalist.cn, winalist.jp, winalist.se, winalist.fi.
• Company: Has the meaning given in Article II.
• User(s) or Visitor(s): Internet user connecting to, visiting and using the above-mentioned Website.
• Winalist: The Company, as defined in Article II.

Website Presentation

Pursuant to Article 6 of French Law No. 2004-575 of 21 June 2004 on confidence in the digital economy, the following information regarding the identity of the various parties involved in the creation and monitoring of the Website is provided to Users:

• Owner: Winalist, a simplified joint-stock company (société par actions simplifiée) with a share capital of €24,079, registered under number 825 280 027 in the Reims Trade and Companies Register and domiciled at 17-21 Rond-point de l'Europe, 51430 Bezannes, and its subsidiaries, Winalist Inc, incorporated in Delaware, USA and established at 548 Market Street, San Francisco, CA 94104 US, Winalist LDA, registered under number 518704521 in Porto and established at UPTEC Baixa, Praça do Cel. Pacheco 2, 4050-453 Porto, Portugal (hereinafter, the "Company"),
• Publication manager: the Company,
• Webmaster: the Company,
• Hosting provider: the Company.

Scope of Winalist Services

The Winalist Platform is an online marketplace that allows wine tourism professionals (hereinafter, the "Hosts") to publish information about the tourism activities they offer and make them available for booking. Each Activity offered for booking by a Host will have a dedicated page on the Website (hereinafter, "Listing"), the description, images and other practical information of which will be provided by the Host. These activities may take the form, without limitation, of tours, tastings, discovery trails, lessons, multi-day activities and other activities related to travel and wine.

Users will be able to discover on the Platform all the Activities offered by Hosts and make a Booking for one or more of them.

In addition to their Activity, Users may request Add-ons that the Host running the Activity booked by the User has previously offered them.

Hosts are solely responsible for their Activities and the Add-ons they offer. When Users make or accept a Booking, a contract binds them directly to the Hosts. Winalist is not and does not become a party to any contract entered into between Users and Hosts, is not involved in the contractual relationship between Users and Hosts and is neither a broker nor an insurer. Winalist does not act as an agent of any User or any Host. Its role is limited to that of a business referrer.

While Winalist may facilitate the resolution of disputes, Winalist does not control or guarantee the existence, quality, safety, suitability or legality of the Activities offered by Hosts, the truthfulness or accuracy of the descriptions of Activities, Ratings, Reviews or any other Host Content (as defined below), or the performance or conduct of any Host or third party.

If you choose to use the Winalist Platform as a Host, your relationship with Winalist is limited to that of an independent third-party contractor, and not an employee, agent, joint venture member or partner of Winalist for any reason whatsoever; you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of Winalist. Winalist does not direct or control you, and shall not be deemed to direct or control you, whether generally or pursuant to these Terms of Service. You acknowledge that you have full discretionary power to list your Activities or otherwise engage in other business activities or employment.

In order to promote the Winalist Platform and increase the visibility of Activities to potential Visitors, Listings and other forms of Host Content may be published on other websites, in applications and emails, and in online and offline advertising in accordance with the "Content" article of these Terms of Service. To help Hosts who speak different languages, Winalist provides automated tools to allow Hosts to translate Activities and other forms of Host Content, in whole or in part, into other languages. Hosts are free to use these tools at their sole discretion. Winalist cannot guarantee the accuracy or quality of these translations and it is the responsibility of Hosts to verify the accuracy of such translations.

The Winalist Platform may contain links to third-party websites or resources (hereinafter, "Third-Party Services"). These Third-Party Services may be subject to different terms of service and data protection practices. Winalist shall not be held liable for the availability or accuracy of such Third-Party Services, or for the content, products or services available from such Third-Party Services. Links to such Third-Party Services shall not be construed as an endorsement by Winalist of such Third-Party Services.

Winalist is not responsible for Internet outages or interruptions to telecommunications infrastructure beyond its control that may lead to interruptions in the accessibility of the Winalist Platform. Winalist may, temporarily and taking into account the legitimate interests of Hosts (for example, by giving prior notice), limit the availability of the Winalist Platform or certain areas or features of the Winalist Platform if this is necessary due to limited capacity, to preserve the security or integrity of our servers, or to carry out maintenance operations to ensure or improve the proper functioning of the Winalist Platform. This clause applies without prejudice to the "Liability" Article of these Terms of Service. Winalist may improve or modify the Winalist Platform and add new Services at any time. Winalist will inform Hosts of any changes made to the Winalist Platform, unless such changes are minor or have no material effect on the contractual obligations of the parties.

Winalist acts as a business referrer and is neither a buyer, seller nor client of the Activities offered by Hosts. Contracts relating to Activities are entered into directly between the Host and the Visitor, and Winalist is not a party to such contracts. Unless an Invoicing Mandate has been signed in advance, Winalist does not issue sales invoices on behalf of the Host and cannot be invoiced for Activities booked by Visitors.

The features offered by the Platform, including payment options, are subject to change, modification or removal at any time, without this constituting a vested right for the Host.

Eligibility, Use of the Winalist Platform, Host Verification

You must be at least 18 years old and have the legal capacity to enter into contracts to access the Winalist Platform, use it or create a Winalist Account. By accessing or using the Winalist Platform, you certify that you are at least 18 years old and have the capacity and authority to enter into contracts.

Winalist may subject access to and use of the Winalist Platform or certain areas or features of the Winalist Platform to certain conditions or requirements, such as undergoing a verification process, meeting certain quality and eligibility criteria, reaching certain Rating or Review thresholds, or a Host's booking and cancellation history.

Verifying users on the Internet is difficult, and we disclaim any liability with respect to confirming the identity of any Host or User. Notwithstanding the foregoing, for the sake of transparency and for fraud prevention purposes, subject to applicable law, we may, but are not obliged to, ask Hosts to provide us with official identification or other information, or to undergo other checks to verify the identity and background of Hosts, consult third-party databases or other sources of information to verify whether Hosts appear therein, request reports from service providers, and if we have sufficient information to identify a Host, obtain extracts from criminal or sexual offence records (or similar) from local authorities (if available).

Access to and use of certain areas and features of the Winalist Platform may be subject to separate policies, standards or rules, or may be conditional upon your acceptance of additional terms before you can access the relevant areas or features of the Winalist Platform. In the event of a conflict between these Terms of Service and other terms applicable to a specific area or feature of the Winalist Platform, the latter shall prevail with respect to your access to and use of that area or feature, unless otherwise stated therein.

Certain parts of the Winalist Platform use Mapbox mapping services, including the Mapbox APIs. Your use of Mapbox is subject to the Mapbox Terms of Service.

Modification of these Terms

Winalist reserves the right to modify these Terms of Service at any time in accordance with this Article. If we modify these Terms of Service, we will post the modified Terms on the Winalist Platform by updating the "Last updated" date at the top of the Terms. We will also notify you of the changes upon your next login to your Winalist Account. The updated Terms will take effect 30 days after their publication. If you disagree with the modified Terms of Service, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the effective date of the modified Terms of Service and you continue to access or use the Winalist Platform, you will be deemed to have accepted the modified Terms of Service.

Account Registration

You must create an account (hereinafter, the "Winalist Account") in order to access and use certain features of the Winalist Platform, such as publishing an Activity. If you create a Winalist Account for a company or other legal entity, you certify that you have the authority to legally bind that entity and to grant us all the authorisations and licences provided for in these Terms of Service.

You must provide accurate, up-to-date and complete information during the registration process and keep the information in your Winalist Account and on the public page of your profile on your Winalist Account up to date.

You are prohibited from creating multiple Winalist Accounts unless authorised by Winalist. You are prohibited from assigning or transferring your Winalist Account in any way to another party.

It is your responsibility to maintain the confidentiality and security of your Winalist Account credentials, and you are prohibited from disclosing your credentials to any third party. If you believe or have reason to believe that your credentials have been lost, stolen, misappropriated or compromised in any way, or in the event of actual or suspected unauthorised use of your Winalist Account, you must immediately notify Winalist. You are responsible for all activities carried out with your Winalist Account, unless you did not authorise such activities and were not otherwise negligent (for example, by failing to report unauthorised use or loss of your credentials).

Content

Winalist allows Hosts to create, upload, publish, send, receive or store content, such as text, photos, audio or video content, or other documents and information on or via the Winalist Platform ("Host Content"), and to access and view Host Content and any content made available by Winalist on or via the Winalist Platform, including Winalist's proprietary content and any content licensed or authorised for use by a third party (hereinafter, "Winalist Content", and together with Host Content, "Content").

The Winalist Platform, Winalist Content and Host Content may be wholly or partly protected by copyright, trademark law and/or other French or foreign laws. You acknowledge and agree that the Winalist Platform and the Content, including all associated intellectual property rights, are the exclusive property of Winalist and/or its licensors or authorised third parties. You shall not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Winalist Platform, Winalist Content or Host Content. All trademarks, service marks, logos, trade names and other distinctive signs of Winalist used on or in connection with the Winalist Platform and Winalist Content are trademarks or registered trademarks of Winalist in France and other countries. Third-party trademarks, service marks, logos, trade names and other proprietary designations used on or in connection with the Winalist Platform, Winalist Content and Host Content are used solely for identification purposes and may be the property of their respective owners.

You are prohibited from using, reproducing, adapting, modifying, creating derivative works from, distributing, licensing, selling, transferring, publicly displaying, transmitting, broadcasting or otherwise exploiting the Winalist Platform or the Collective Content, unless you are the full owner of the relevant Host Content, or unless these Terms of Service expressly authorise you to do so. No licence or right is granted to you implicitly or otherwise under any intellectual property right owned or controlled by Winalist or its licensors, except for the licences and rights expressly granted in these Terms.

Subject to your compliance with these Terms of Service, Winalist grants you a limited, non-exclusive, non-transferable, revocable and non-sublicensable licence to use the Website on your personal device(s), and to access and view the Collective Content made available to you on or via the Winalist Platform, solely for your personal and non-commercial use.

By uploading, publishing or otherwise making available any Host Content on or via the Winalist Platform, you grant Winalist a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the duration of protection), transferable and sublicensable licence to such Host Content to access, use, store, reproduce, modify, create derivative works from, distribute, publish, transmit, broadcast and otherwise exploit such Host Content in order to provide and/or promote the Winalist Platform on any medium. If Host Content (including Verified Images) includes personal information, such Host Content will only be used for said purposes if they comply with applicable data protection law, in accordance with our Privacy Policy. Except with your express consent, Winalist will not claim any ownership rights over any Host Content, and nothing in these Terms of Service shall be deemed to limit your rights to use or exploit your Host Content.

Winalist may offer Hosts the opportunity to use professional photographers to photograph their Activities, which are made available to Hosts for insertion into their Listings with or without a watermark or marking bearing the words "Photo verified by Winalist.com" or similar wording ("Verified Images"). It is your responsibility to verify that your Activity is accurately represented in the Verified Images and you must stop using the Verified Images on or via the Winalist Platform if they no longer accurately represent your Listing, if you no longer provide the Host Service featured, or if your Winalist Account is closed or suspended for any reason. You acknowledge and agree that Winalist has the right to use any Verified Image for advertising, marketing or commercial purposes, including limited use by authorised third parties, on any medium. If Winalist is not the exclusive owner of Verified Images, by using such Verified Images on or via the Winalist Platform, you grant Winalist an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the duration of protection), transferable and sublicensable licence to use such Verified Images for advertising, marketing or commercial purposes on any medium. Winalist grants you a limited, non-exclusive, non-transferable, revocable and non-sublicensable licence to use Verified Images outside the Winalist Platform solely for your personal and non-commercial use.

You are solely responsible for all Host Content you make available on or via the Winalist Platform. Accordingly, you represent and warrant that: you are either the sole and exclusive owner of all Host Content you make available on or via the Winalist Platform, or that you have all the rights, licences, consents and authorisations necessary to grant Winalist the rights to such Host Content as provided in these Terms of Service; and neither the Host Content, nor your posting, uploading, publishing, submission or transfer of the Host Content, nor Winalist's use of the Host Content (or any part thereof) as contemplated by these Terms of Service will infringe, misappropriate or violate any patent, copyright, trademark, trade secret, moral rights or other exclusive or intellectual property rights, or rights of publicity or confidentiality of third parties, nor result in the violation of any applicable law or regulation.

You shall not post, upload, publish, submit or transmit any Host Content that: is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; is defamatory, libellous, obscene, pornographic, vulgar or offensive; incites discrimination, bigotry, racism, intolerance, hatred, harassment or harm against any individual or group; is violent or threatening or promotes violence or threatening acts against any other person or animal; encourages illegal or dangerous activities or the use of illegal or dangerous substances; or violates Winalist Content or any other Winalist policy. Winalist may remove or disable access to any Host Content that is contrary to applicable law, these Terms of Service or Winalist's current policies or standards, or potentially harmful or objectionable to Winalist, its Users, its Hosts, third parties or property. When Winalist removes or disables Host Content, Winalist will inform the Visitor and provide the reasons for this decision unless such notification would prevent or hinder the detection of fraud or other illegal activity, harm the legitimate interests of other Hosts or third parties, or violate applicable law. You may appeal this decision by contacting Customer Service.

Winalist respects copyright laws and expects its Hosts to do the same. If you believe that any content on the Winalist Platform infringes your copyright, please let us know.

Framing

Winalist offers Hosts the option of adding a booking widget linked to Winalist directly on their website.

This booking widget is an extract of Winalist's source code (hereinafter, the "Booking Widget") and allows visitors to the Host's website to book a Host's Activity outside the Winalist Platform.

The code made available to the Host remains the exclusive property of Winalist.

Winalist disclaims all liability for the impact that the integration of the Booking Widget may have on the Host's website, particularly with regard to the following:

• Impact on the performance of the Host's website,
• Impact on the ergonomics of the Host's website,
• User compatibility issues on the Host's website,
• Impact on the proper functioning of the server hosting the Host's website,
• Any other technical issue that the Booking Widget may cause.

It is the Host's responsibility not to integrate the Booking Widget on their website if said Booking Widget is not compatible with or adversely affects the proper operation of their website in any way.

Different Service Fees may apply to Activity bookings made through a Booking Widget compared to bookings made directly on the Platform. The Host is clearly informed of this through the management interface of their Winalist Account.

Publishing a Listing

When a Host creates a Listing on the Winalist Platform, they must provide complete and accurate information about the Activity offered (such as its description, location and availability dates), specify any deficiencies, restrictions and applicable conditions (such as minimum age, required skills or physical fitness for an Activity) and provide other useful information requested by Winalist. It is the Host's responsibility to keep the information in their Listings up to date (including availability dates).

Any Listing created by a Host is subject to validation by Winalist before being published on the Platform. Winalist reserves the right to refuse or request modifications to any Listing before it becomes visible to Users.

Winalist reserves the right to suspend or take offline any Listing at any time, without justification and without notice. Such suspension may be carried out at Winalist's discretion and does not give rise to any right to compensation of any kind for the Host.

The Host is solely responsible for setting the price (including applicable Taxes, and any other expenses or fees) for their Listing (hereinafter, the "Listed Price"). Once a User has booked, the Host may not charge a price higher than that shown in the booking request, except in the case of additional services purchased by the Visitor on site.

The Listed Price indicated by the Host on the Platform must be expressed inclusive of all taxes (including VAT, local taxes, tourist taxes or similar). The Host remains solely responsible for the correct application of VAT rates and other taxes, their collection and their remittance to the competent Tax Authority. Winalist does not intervene in the determination or management of applicable tax rates.

Hosts may choose between two pricing models for their Activities:

• "Per person" pricing model: The price of the Activity is set per individual. Each participant pays a specific rate per adult and, where applicable, per child.
• "Per group" pricing model: The price of the Activity is set for a group of people, with price variations depending on the number of people (for example, €40 for 2 to 5 people, €60 for 6 to 10 people).

Service Fees are borne entirely by the Host. Accordingly, the price of the Activity shown in the Listing must not differ from the price usually charged by the Host directly or on their own website for the same Activity.

Any Listing published by a Host includes the applicable cancellation policy, which sets out the refund conditions for a booking cancelled at the initiative of a Visitor. This policy is chosen by the Host when creating the Listing. By publishing the Listing, the Host undertakes to comply with the cancellation policy attached to said published Listing.

None of the conditions set out in a Host's Listing, particularly those relating to cancellations, may be contrary to these Terms or the cancellation conditions you have selected for your Listing.

The photos, animations or videos (collectively, "Images") used in a Host's Listing must accurately reflect the quality and condition of the Activity offered by the Host. Winalist reserves the right to impose a minimum number of Images, in a specific format, size and resolution, for each Listing.

The placement and ranking of Listings in search results on the Winalist Platform may vary and depend on various factors, such as search parameters and User preferences, Host requirements, prices and availability dates, the number and quality of Images, customer service and cancellation history, Reviews and Ratings, the type of Activities offered by the Host and/or ease of booking.

Withdrawal of the "Pay on Arrival" option

Winalist reserves the right, at any time and at its sole discretion, to withdraw, suspend or deactivate the "Pay on Arrival" option for all or part of the Activities offered by a Host, in particular for operational, technical, financial, quality of service, abuse prevention, high no-show rate, or non-compliance with these Terms of Service reasons.

Such withdrawal or suspension may occur without prior notice and without the Host being entitled to any compensation, indemnification or recourse against Winalist.

The withdrawal of the "Pay on Arrival" option does not affect the validity of bookings already confirmed prior to this decision, which remain subject to the conditions applicable at the time of their booking.

Payment condition parity on third-party channels

The Host undertakes to offer on the Winalist Platform payment conditions that are at least as favourable to Visitors as those offered on other third-party online distribution platforms (hereinafter, "Third-Party Channels"), excluding the Host's own website.

In particular, if the Host accepts bookings without prepayment or with pay on arrival on one or more Third-Party Channels for an Activity also listed on the Winalist Platform, Winalist reserves the right to offer the "Pay on Arrival" option for the relevant Listings of that Host on the Platform, after prior notification to the Host.

The Host shall have a period of fifteen (15) days from Winalist's notification to submit their observations. Failing a response or agreement within this period, Winalist may activate the "Pay on Arrival" option for the relevant Listings. The Host retains the right at any time to deactivate this option from their partner dashboard, provided that the payment conditions offered on Third-Party Channels are aligned accordingly.

This clause is intended to ensure fair treatment between the various online distribution channels and does not apply to payment conditions applied by the Host directly, on their own website or on site with visitors who have not booked through an online channel.

Booking by a User

When a Host accepts a Visitor's booking request, the Host enters into a legally binding agreement with that Visitor and is then required to provide the Activity offered by the Host to the Visitor as described in the Listing at the date of the booking request. The Host also agrees to pay the applicable Service Fees and any applicable Taxes.

When a booking is confirmed, the User receives a booking confirmation email. Upon arrival at the Host's premises, the Host must verify the validity of the booking by asking the User to present this confirmation email and scanning, using a smartphone, the QR code contained in this email. This QR code ensures that the booking has not been cancelled after being confirmed.

The Host is responsible for the proper and complete performance of the services described in the Listing that is the subject of the Booking. In the event of failure on the Host's part, the Host must fully cover the customer's refund, without this cancelling the Service Fees due to Winalist.

Host Insurance

By accepting these Terms of Service, the Host undertakes to be covered by a professional liability insurance policy.

By accepting these Terms of Service, the Host undertakes to take out an insurance policy appropriate to each of the Activities they will offer on the Platform. Please read your insurance policy carefully, and in particular, make sure you fully understand any exclusions and applicable deductibles, and verify, among other things, whether your insurance policy covers the actions or omissions of Visitors (and the persons for whom the Visitor has booked, where applicable) during their participation in your Activity or Event offered by the Host.

Service Fees

In consideration for the use of the Platform and the matchmaking Services, Winalist charges service fees calculated on the public price inclusive of all taxes paid by the Visitor for a Booking.

The applicable rate of Service Fees and, where applicable, the minimum amount per Booking are specified during the Host Account opening process and expressly accepted by the Host at that time.

Service Fees are automatically deducted from the amount of Bookings collected by Winalist on behalf of the Host, with the net balance payable to the Host constituting the Partner Net.

No derogation from these Terms of Service regarding the calculation of Service Fees shall be valid without a document formally drafted by the President of Winalist or the Chief Executive Officer of Winalist.

Winalist reserves the right to modify the Service Fees at any time and will inform Hosts within a reasonable period before the new rates take effect. Such changes to Service Fees shall not affect bookings made before the effective date of the fee change.

You are required to pay the Service Fees due to Winalist. The applicable Service Fees (including any applicable Taxes) are collected by Winalist. Winalist will deduct all Service Fees from the Listed Price before remitting payment to the Host.

For each booking of an Activity by a User, Activity payments are transferred to an account dedicated to the Host and opened in the Host's name with Stripe, Winalist's payment partner. Except in exceptional cases, on the eighth day of each month, Winalist will issue an invoice (hereinafter, "Commission Invoice") showing: all bookings from the previous month (the date of participation in the Activity by the User shall be used, not the payment date of the booking); all Add-ons subscribed by Visitors in addition to their Activity; the amount excluding Tax of the Service Fees; and the total amount of payments collected by Winalist related to the previous month's bookings (the date of participation in the Activity by the User shall be used, not the payment date of the booking) less the Service Fees inclusive of all applicable Taxes (hereinafter, the "Partner Net"). The Commission Invoice is sent to the Host on the day it is issued.

If the Partner Net shown on a Commission Invoice is positive, Winalist will transfer it by bank transfer within ten (10) days following the issuance of the Commission Invoice.

If the Partner Net shown on a Commission Invoice is negative, the Host undertakes to pay the amount owed to Winalist within thirty (30) days. In the event of late payment, Winalist may charge late payment interest calculated on the basis of the rate indicated on the outstanding Commission Invoice.

Unless otherwise stated on the Winalist Platform, Service Fees are non-refundable.

It is recalled that the Commission Invoice issued by Winalist does not constitute the sales invoice for the Activity to the Visitor and may not be provided to the Visitor as proof of sale. The Host is solely responsible for issuing sales invoices to Visitors, in accordance with applicable laws and regulations.

Service Fees are due regardless of the payment method chosen by the Visitor, including when payment is made on site to the Host.

Service Fees and bookings with Pay on Arrival

For bookings made with the "Pay on Arrival" option, Service Fees are calculated in the same manner as for bookings with online payment, based on the Listed Price inclusive of all taxes of the Activity and any Add-ons.

As the Host collects payment directly from the Visitor, Service Fees cannot be deducted automatically. Accordingly, Service Fees relating to bookings with Pay on Arrival are invoiced to the Host via the monthly Commission Invoice, under the same conditions as other Service Fees.

The Host undertakes to pay the amount of Service Fees shown on the Commission Invoice by bank transfer, within thirty (30) days from the end of the month in which the invoice was issued. In the event of late payment, the late payment interest provisions set out in these Terms of Service shall apply.

Winalist reserves the right, in the event of repeated non-payment of Service Fees relating to bookings with Pay on Arrival, to deactivate the "Pay on Arrival" option for the relevant Host and/or suspend access to the Platform in accordance with the "Term and Termination" article.

No-show and Winalist Service Fees

For bookings made with the "Pay on Arrival" option, the Service Fees due to Winalist remain, in principle, applicable.

However, in order to avoid being charged Service Fees on a booking that was a no-show by the Visitor, the Host must declare this no-show from their partner dashboard on the Platform, under the "Bookings" section, no later than the 8th (eighth) of the month following the scheduled date of the Activity.

Failing a declaration of the no-show within this deadline and according to this procedure, the booking shall be deemed to have been honoured and the corresponding Service Fees shall remain due to Winalist, without the possibility of dispute, refund or subsequent adjustment.

The Host acknowledges and accepts that Winalist relies exclusively on declarations made in the back-office for the administrative and financial management of no-shows.

The provisions relating to Winalist's liability in the event of a no-show in the context of Pay on Arrival are set out in the article "Payment Terms – No-show and bookings with Pay on Arrival".

Invoicing and Host Obligations

For each Booking, the Host undertakes to issue a sales invoice in the name of the Visitor corresponding to the Activity performed, at the Listed Price inclusive of all taxes indicated on the Platform, and to ensure its legal and tax compliance (mandatory information, applicable taxes, retention, transmission, and where applicable e-invoicing/e-reporting).

The Host is solely responsible for complying with their obligations regarding electronic invoicing and/or e-reporting as required by applicable regulations. In particular, it is the Host's responsibility to ensure that each sales invoice issued to the Visitor is transmitted, where applicable, via the portal or dematerialisation platform designated by the Tax Authority. Winalist assumes no obligation of transmission or compliance of the Host's sales invoices.

The Host must under no circumstances issue a sales invoice addressed to Winalist in respect of a Booking made by a Visitor. Winalist is not the client of the Activity.

Winalist issues a Commission Invoice to the Host reflecting the Service Fees due and the Partner Net. This Commission Invoice constitutes a business referral charge for the Host and does not replace the sales invoice that the Host must issue to the Visitor.

In the event of issuance or transmission (including via a dematerialisation platform or public portal) of an invoice incorrectly addressed to Winalist, the Host: (i) remains solely responsible for this issuance; (ii) undertakes to issue a cancellation credit note without delay and reissue the invoice to the Visitor; (iii) acknowledges that Winalist will refuse and will not record said invoice. In the event of repeated occurrences, Winalist may (after notification) apply reasonable administrative fees related to error handling and/or temporarily suspend the Host's Listings until compliance is achieved.

Winalist makes available to the Host, via their Winalist Account, the information strictly relevant to the issuance of the invoice to the Visitor (e.g. billing identity/details provided during the Booking), in compliance with applicable data protection regulations. The Host remains exclusively responsible for verifying and ensuring the accuracy of the information shown on invoices issued to the Visitor.

If an Invoicing Mandate is subsequently signed between the Host and Winalist, the specific conditions for issuing sales invoices on behalf of the Host will be specified in an annex; in the absence of such a mandate, the above articles apply in full.

Even in the event of signing an Invoicing Mandate, Winalist acts exclusively in the name and on behalf of the Host, who remains solely responsible vis-à-vis the Tax Authority for the proper issuance, compliance and retention of sales invoices. Winalist assumes no legal or tax liability for invoices issued under this mandate.

Payment Terms

As a general rule, Winalist will collect the Total Fees from a Visitor at the time the Visitor's booking request is accepted by the Host (hereinafter, the "Total Fees"), or at any other time mutually agreed upon by the Visitor and Winalist.

Winalist will generally make Payouts using the Payout Method selected by the Host: for Activities and Events, monthly, taking into account all Activities or Events carried out in the month preceding the payout date.

The time required to receive Payouts once released by Winalist may depend on the Payout Method selected and the processing time of the provider of said Payout Method. Winalist may delay or cancel any Payout to prevent illegal activity or fraud, for risk assessment, security or investigation purposes.

The Payout for a booking will correspond to the Total Fees related to that booking less the Service Fees and applicable Taxes.

In the event of cancellation by the Visitor of a confirmed booking in accordance with the applicable Cancellation Policy of the Activity or Event, Winalist will process a full Refund of the Total Fees to the Visitor and no Payout will be due to the Host, in accordance with the applicable Cancellation Policy.

In the event of cancellation by the Visitor of a confirmed booking not in accordance with the applicable Cancellation Policy of the Activity or Event (outside the withdrawal period provided), Winalist will process the Payout of the Total Fees less the Service Fees and applicable Taxes to the Host.

Hosts may be required to purchase additional services.

In order to receive Additional Services, the Host must have a valid Payment Method linked to their Winalist Account. Winalist will generally make Deductions using the Payout Method selected by the Host depending on the subscription period chosen: for Activities and Events, monthly, taking into account all Activities or Events carried out in the month preceding the payout date.

Deferred payment, following the transmission of an invoice to the Host by Winalist, may be made in cases where the Host does not have other valid payment methods or if, over a given period, the amount of Total Fees due to the Host is less than the amount of Service Fees and the Applicable Tax on Service Fees.

If Winalist is unable to make a Payout, refund or pay other sums due to the Host within the period defined by their State, country or any other public authority under applicable unclaimed property law, Winalist may release the sums due in accordance with its legal obligations, as required by law.

Pay on Arrival

When the Host activates the "Pay on Arrival" option for an Activity, the Visitor may, during the booking process, choose between:

• online payment on the Platform, or
• payment directly to the Host on the day of the Activity.

The Host acknowledges and accepts that:

• in the event of Pay on Arrival, no amount is collected by Winalist at the time of booking;
• Winalist acts exclusively as a matchmaking intermediary and does not intervene in the collection of sums due by the Visitor;
• Pay on Arrival is carried out under the sole responsibility of the Host, according to the payment methods they accept and in compliance with applicable regulations;
• the Host remains solely responsible for the collection and remittance of VAT and any other applicable tax on sums collected directly from the Visitor in the context of Pay on Arrival, Winalist having no involvement whatsoever in such collection.

No-show and bookings with Pay on Arrival

In the event of a booking made with the "Pay on Arrival" option, the Host acknowledges and accepts that Winalist does not in any way guarantee the actual attendance of the Visitor at the Activity.

In the event of non-attendance by the Visitor (no-show), for whatever reason:

• no amount having been collected by Winalist, no transfer can be made to the Host;
• Winalist shall not be held liable for any financial, commercial or operational loss suffered by the Host, provided that Winalist has not committed any fault in the performance of its own obligations;
• any no-show management policy (fees, penalties, special conditions, prepayment requests, reminders or restrictions) is the sole responsibility of the Host and is exercised outside the Platform.

The Host acknowledges that Winalist, in its capacity as a technical intermediary and business referrer, shall not be held liable for the direct or indirect consequences of a no-show in the context of a booking with Pay on Arrival, subject to the absence of fault by Winalist in the performance of its own contractual obligations.

The procedures for declaring no-shows and their consequences on the invoicing of Service Fees are set out in the article "Service Fees – No-show and Winalist Service Fees".

Add-ons, supplements and extras

When add-ons, supplements or extras are associated with an Activity offered with the "Pay on Arrival" option, they follow the same payment and liability regime as the main Activity.

In particular, in the event of Pay on Arrival:

• Winalist does not collect any amount relating to add-ons or extras;
• Winalist guarantees neither the attendance of the Visitor nor the payment of add-ons or extras;
• the Host bears sole responsibility for the financial consequences of a no-show or refusal of payment.

Booking Modifications, Cancellations and Refunds

Visitors may cancel a confirmed booking at any time. Subject to the cancellation policy of the Listing defined by the Host, Winalist will refund the booking amount to the Visitor in accordance with these refund conditions.

When a Visitor cancels a booking without complying with the refund conditions set out in the Cancellation Policy of the cancelled Listing, Winalist will collect the Service Fees related to that booking.

If a Host cancels a confirmed booking, the Visitor will be fully refunded the total amount paid for that booking. In addition, Winalist may publish an automatic review on the Listing cancelled by the Host, indicating that a booking has been cancelled.

For Activities, Events and other Services offered by the Host, if adverse weather conditions create dangerous or uncomfortable conditions for Visitors, Hosts may modify or cancel a Host Service. In the event of a substantial change in the itinerary or if the Host Service must be cancelled, Winalist, in consultation with the Host and/or the Visitors, will endeavour to offer Visitors an alternative date for the Host Service, an appropriate refund or a new booking.

In certain cases, Winalist may cancel a pending or confirmed booking on behalf of a Host or Visitor and make the appropriate refunds and payments. When Winalist cancels a booking, Winalist will inform the affected Visitors and provide the reasons for this measure, unless such notification would prevent or hinder the detection or prevention of fraud or other illegal activities, harm the legitimate interests of other Visitors or third parties, or violate applicable law. You may appeal this cancellation by contacting Customer Service.

Winalist reserves all rights to cancel any booking made on the Website.

Ratings and Reviews

Within a certain period after a booking is finalised, Visitors may leave a public review (the "Review") and a star rating (the "Rating") about their Hosts. Ratings and Reviews reflect the opinion of individual Visitors and not that of Winalist. Ratings and Reviews are not verified by Winalist and may be inaccurate or misleading.

Ratings and Reviews left by Visitors and Hosts must be accurate and must not contain abusive or defamatory language.

Visitors and Hosts are prohibited from manipulating the Ratings and Reviews system in any way, for example by asking a third party to write a positive or negative Review about another Host.

Ratings and Reviews form part of a Host's public profile and may also appear elsewhere on the Winalist Platform (including on Listing pages) along with other relevant information, such as the number of bookings, the number of cancellations, average response time and other information.

Disputes between Hosts and/or Visitors

The Host remains solely responsible for the accuracy of this data and in the event of a dispute with a Visitor or any other party, Winalist cannot be held liable.

Rounding

In general, Winalist handles the payment of amounts payable by/to Visitors or Hosts in the smallest unit supported by a given currency (e.g. US cents, Euro cents or other supported currencies). If a third-party payment provider of Winalist does not support payments in the smallest unit supported by a given currency, Winalist may, at its sole discretion, round the amounts displayed as payable by/to Visitors or Hosts to the nearest functional whole number (up or down) of the denominated currency (i.e. to the nearest dollar, euro or other supported currency). For example, Winalist may round an amount of €11.50 up to €12 and round an amount of €11.49 down to €11.

Taxes

As a Host, it is your responsibility to determine your obligations for the declaration, collection, payment, or inclusion in your Listed Price, of any applicable VAT or other indirect sales tax, tourist taxes or other (hereinafter, "Taxes").

Tax regulations may require us to collect relevant tax data concerning Hosts. If a Host does not provide us with the required documents in accordance with applicable law (tax identification number, for example) to fulfil our obligation (if applicable) to withhold Taxes at source from payouts we make to you, we reserve the right to withhold payouts up to the taxable amounts as required by law until resolution.

The Host understands that any competent public agency, service and/or authority (the "Tax Authority") on which your Accommodation depends may require the collection of Taxes from Visitors or Hosts on Listed Prices, and the remittance of such Taxes to the appropriate Tax Authority. Laws vary by country but these Taxes may be levied and remitted as a percentage of the Listed Price set by Hosts, a fixed amount per day, or other variants ("Occupancy Taxes").

Visitors and Hosts agree that we may seek to recover additional amounts from Visitors if Taxes collected and/or remitted prove insufficient to fully honour your obligations to the Tax Authority, and accept that their sole recourse in respect of Occupancy Taxes collected is to reimburse the Occupancy Taxes collected by Winalist to the relevant Tax Authority, in accordance with the applicable procedures set by that Tax Authority.

In the event of Pay on Arrival, the Host is solely responsible for the collection and remittance of all applicable Taxes (VAT, tourist taxes, local taxes or other) on sums collected directly from the Visitor. As Winalist does not intervene in the collection of such sums, it shall not be held liable in the event of failure by the Host to comply with their tax obligations in this context.

Prohibited Activities

It is the Host's responsibility to comply with all applicable laws, rules, regulations and tax obligations in connection with the use of the Winalist Platform. In connection with the use of the Winalist Platform, the Host shall not assist others in, or allow others to:

• violate or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or our Terms;
• use the Winalist Platform or the Content for commercial or other purposes not expressly authorised by these Terms, or in a manner that falsely suggests Winalist's endorsement, the existence of a partnership with Winalist, or that is otherwise misleading as to your affiliation with Winalist;
• reproduce, store, access or use in any way any information, including personal information concerning any other Host or Visitor, available on the Winalist Platform, in violation of Winalist's Data Protection Charter or these Terms, or in breach of the privacy rights of Visitors, Hosts or third parties;
• use the Winalist Platform to distribute unsolicited commercial messages ("spam");
• offer, as a Host, an Activity that you do not own or are not authorised to offer on the Winalist Platform;
• contact another Host for any purpose other than to ask a question about your own booking, your Listing, or the Host's use of the Winalist Platform, including, without limitation, to recruit or solicit a Host to participate in third-party services, applications or websites without our prior written authorisation;
• discriminate against or harass any person on the basis of their ethnic or national origin, religion, gender, gender identity, physical or mental disability, health condition, marital status, age or sexual orientation, or engage in any violent, dangerous, abusive or disruptive behaviour;
• dilute, tarnish or otherwise harm the Winalist brand in any way, including the unauthorised use of Content, the registration and/or use of the word Winalist or derivative terms in domain names, trade names, trademarks or other source identifiers, or the registration and/or use of domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Winalist's domain names, trademarks, slogans, advertising campaigns or Collective Content;
• use robots, spiders, crawlers, scrapers or other automated means or processes to access the Winalist Platform, retrieve data or other content from the Winalist Platform, or interact with the Winalist Platform for any other purpose;
• avoid, circumvent, remove, disable, damage, decode, or otherwise attempt to bypass any technological measure implemented by Winalist or any Winalist supplier or any other third party to protect the Winalist Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any software used to provide the Winalist Platform;
• take any action that disrupts or harms, or could disrupt or harm, the performance or proper functioning of the Winalist Platform;
• use, re-export, import or transfer the Application without being authorised to do so under United States law, export control laws in force in your country, and all other applicable laws;
• infringe the rights of third parties or harm anyone.

You acknowledge that Winalist has no general obligation to monitor Host Content or to actively seek facts and circumstances indicating illegal activity, but that Winalist has the right to verify, disable access to, or modify Host Content, in order to operate, protect and improve the security of the Winalist Platform (including, without limitation, for fraud prevention, risk assessment, investigation and user support purposes); verify Hosts' compliance with these Terms; comply with applicable law, court orders, or requests from law enforcement, judicial or other public agencies or governmental bodies; respond to Host Content it considers harmful or objectionable; or for other purposes provided for in these Terms. Hosts undertake to cooperate with Winalist and assist it in good faith, to provide Winalist with the required information and to take the reasonable steps requested by Winalist in connection with any investigation conducted by Winalist or a Winalist agent into the use or misuse of the Winalist Platform.

Term and Termination

This Agreement shall remain in effect until the Host or Winalist terminates the Agreement as described below.

The Host may terminate this Agreement at any time by sending an email to Winalist. When a Host deletes their Winalist Account as a Host, all confirmed bookings will be automatically cancelled and Visitors will receive a full refund. If the Host deletes their Winalist Account as a Visitor, all confirmed bookings will be automatically cancelled and the potential refund will depend on the Listing's cancellation conditions.

Without limiting its rights specified below, Winalist may terminate this Agreement for convenience at any time by giving you ten (10) days' notice by email sent to your registered email address.

Winalist may immediately and without notice terminate this Agreement and/or cease providing a Host's access to the Winalist Platform if the Host has committed a material breach of its obligations under these Terms of Service, has violated applicable laws and regulations or third-party rights, or if such action is necessary to protect the safety or property of Winalist, its Hosts, its Users or third parties (for example, in the event of fraudulent behaviour by a Host).

In addition, Winalist may take any of the following measures to comply with applicable law, court orders, or requests from law enforcement, judicial or other public agencies or governmental bodies, or if a Host has violated these Terms of Service, applicable laws and regulations or third-party rights, if the Host has provided inaccurate, fraudulent, outdated or incomplete information when creating their Winalist Account, creating the Listing or subsequently, their Listings or Host Services do not meet quality or eligibility criteria at any time, if the Host has repeatedly received poor Ratings or negative Reviews, or Winalist is otherwise informed of or receives complaints about their services or behaviour, if the Host has repeatedly cancelled confirmed bookings or failed to respond to booking requests without legitimate reason, or if Winalist considers such action necessary to protect the safety or property of Winalist, its Hosts, its Visitors or third parties, or to prevent fraud or other illegal activities:

• refuse to display, remove or delay the publication of Listings, Ratings, Reviews or other Host Content;
• cancel pending or confirmed bookings;
• limit a Host's access to and use of the Winalist Platform;
• temporarily or permanently revoke a special status associated with a Host's Winalist Account;
• temporarily or, in the case of serious and repeated violations, permanently suspend the Host's Winalist Account and cease providing them with access to the Winalist Platform.

In the case of minor violations and as necessary, the Host will be notified of any action contemplated by Winalist and will have the opportunity to resolve the issue in a manner reasonably satisfactory to Winalist.

If Winalist takes any of the measures described above, Winalist may fully refund Visitors for all confirmed bookings, regardless of any pre-existing cancellation policies, and the Host shall have no right to any compensation for pending or confirmed bookings that have been cancelled.

In the event of termination of this Agreement, the Host is not entitled to have their Winalist Account or any of their Host Content restored. If a Host's access to or use of the Winalist Platform has been limited, if their Winalist Account has been suspended, or if Winalist has terminated this Agreement, the Host may not create a new Winalist Account or access or use the Winalist Platform through another Host's Winalist Account.

In the event of repeated failure to comply with invoicing obligations to the Visitor (including recurring issuance of invoices addressed to Winalist), Winalist may, after notification to the Host, temporarily limit the Host's access to the Platform, suspend the publication of the relevant Listings and/or terminate the Agreement in accordance with the "Term and Termination" section. These measures are without prejudice to Winalist's right to claim compensation from the Host for any loss suffered as a result of such breaches.

Liability

Winalist may be held liable under applicable legal provisions in the event of intentional or gross fault committed by Winalist, its legal representatives, directors or agents. Winalist is also liable under applicable legal provisions in the event of strict liability or in the event of injury to life, physical integrity and/or health. Winalist's liability is engaged in the event of breaches of essential contractual obligations committed by them, its legal representatives, directors or agents; this liability is limited to foreseeable typical damages that may occur. Essential contractual obligations are obligations of Winalist whose proper performance the Host expects and on whose fulfilment the Host must be able to rely for the proper performance of the contract.

Hosts are solely responsible for the Activities, Events or other Hosting Services they submit, offer and provide. Winalist is merely an intermediary between the Host and the Visitor. Under no circumstances shall Winalist be held liable for any incident, dispute or complaint arising from events occurring during the performance of the Host's Activity by a Visitor.

It is the Host's responsibility to understand all laws, rules and regulations that may apply to their Activity, Event or other Hosting Service and to comply with them, to obtain the required licences, permits or approvals before offering an Activity, Event or other Hosting Service, and to ensure that the Listing and/or their offer of Activity, Event or other Hosting Service does not breach any agreement that the Host may have entered into with third parties.

Any incident occurring during the performance of the Host's Activity by the Visitor is the exclusive responsibility of the Host, who also undertakes to be covered by an appropriate insurance policy.

The Host remains responsible for the acquisition of all Equipment, including supplies, vehicles, premises and other items ("Equipment") required to offer an Activity, Event or other Hosting Service. The Host agrees to assume full responsibility for ensuring that the Equipment used in your Activity, Event or other Hosting Service is in good condition and compliant with all laws relating to safety, equipment and operational capacities. Subject to contrary legal requirements, the Host assumes all risk of damage to or loss of their Equipment.

Indemnification

To the extent permitted by applicable law, the Host agrees to release, defend (if Winalist so wishes), indemnify and hold harmless Winalist, its affiliates and subsidiaries, including, without limitation, Winalist, as well as their officers, directors, employees and agents, from and against any and all claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the Host's non-compliance with these Terms of Service or inappropriate use of the Winalist Platform, their interaction with any Visitor, including, without limitation, any injury, loss or damage (compensatory, direct, incidental, consequential or otherwise) of any kind arising out of or resulting from such interaction, such stay, their violation of any law, regulation or third-party right. In accordance with this section, this indemnification obligation shall apply only if and to the extent that the claims, liabilities, damages, losses and expenses were sufficiently caused by the culpable breach of a contractual obligation.

Feedback

We invite and encourage you to provide us with your feedback, comments and suggestions so that we can improve the Winalist Platform ("Feedback"). You may submit Feedback by sending us an email, through the "Contact" page of the Winalist Platform, or by any other means of communication. No Feedback you submit to us will be considered confidential or proprietary. By submitting your Feedback, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual and sublicensable licence to use and publish these ideas and materials for any purpose, without any compensation to you.

Dispute Resolution

If the Host's country of residence is in the European Economic Area ("EEA"), they may access the European Commission's online dispute resolution platform here: http://ec.europa.eu/consumers/odr.