VIP IN MIAMI – GENERAL TERMS AND CONDITIONS OF SALE

Platform Terms for Clients & Providers

INTRODUCTION

VIP IN MIAMI provides a high-end digital marketplace designed to connect discerning Clients with elite luxury service Providers. By using our Platform, both Clients and Providers acknowledge that VIP IN MIAMI acts exclusively as a technological intermediary and is not a party to the actual service contracts.

1. Platform Role and neutral marketplace

VIP IN MIAMI operates solely as a neutral, independent, technology-based marketplace, facilitating introductions and connections between clients and independent service providers.

The platform does not sell, resell, supply, operate, manage, control, or perform any of the services offered by the service providers.

VIP IN MIAMI does not collect, hold, receive, or process payments for the provider’s services.

VIP IN MIAMI only charges a connection, referral, or introduction fee (“platform fee”) to allow providers to access VIP IN MIAMI’s exclusive clients. The service provider is not responsible for platform fees, including refunds and disputes related to these fees. Only the customer is responsible.

All amounts related to actual services, including the price of the service, deposits, balances, and penalties, are billed, collected, and retained exclusively by the service provider, directly from the customer. Any additional option requested by the customer that results from the initial introduction by Vip in Miami shall be subject to applicable platform fees.

2. Independent Contractor / Non-Exclusivity / Booking Confirmation

The Provider operates solely as an independent contractor. Nothing in these Terms shall be deemed to create any agency, partnership, joint venture or employment relationship between the Provider and VIP IN MIAMI.

The relationship is non-exclusive, and the Provider remains free to offer services through other channels.

The Provider agrees to confirm any booking request within twenty-four (24) hours of receipt. In the event of a delay, no penalty or liability shall be due, in the event of a delay not exceeding 72 hours.

Booking confirmation must be provided in written form (including email or platform message) within this timeframe, depending on the nature of the service reserved, result in the execution of a rental agreement solely between the provider and the client, to which Vip in Miami is not a party.

These provisions apply in particular to yacht and villa reservations.

3. Regulatory Compliance

Provider is solely responsible for all licenses, permits, insurance, crew, safety standards and compliance with applicable laws and regulations. All required licenses, permits and authorizations, insurance coverage, crew, staff, personnel and subcontractors, safety standards and operational execution. Compliance with all applicable local, state, federal and international laws and regulations VIP IN MIAMI has no obligation to verify or monitor such compliance.

4. Payments, Platform Fees & Taxes

Provider is solely responsible for collecting, reporting and remitting all applicable taxes, charter fees, port fees and governmental charges.

Upon confirmation of the reservation on the VIP in Miami platform, the Customer shall pay the applicable platform fees and taxes directly to VIP in Miami through the platform, and shall pay the price of the service directly to the Service Provider by any payment method accepted by the latter, including but not limited to wire transfer, Zelle, or equivalent means.

As a result, VIP in Miami shall not be liable for, nor shall it reimburse, any fees or amounts directly related to the service, as payment and financial responsibility for the service rest solely with the Service Provider. Provider agrees to indemnify and hold harmless VIP IN MIAMI from any claims, damages, losses, liabilities arising from the Provider’s services

5. Cancellations, Rescheduling & Refunds

Cancellations, rescheduling and refunds are governed exclusively by the Provider’s cancellation policy and the contractual agreement between the Provider and the Client. VIP IN MIAMI does not guarantee refunds and shall not be held responsible for disputes, losses or penalties arising from cancellations between Providers and Clients.

Certain cancellations — particularly for yacht services — may be decided by the captain or the Provider for safety reasons, including adverse or dangerous conditions.

Such services are generally cancelled or rescheduled only in the event of official advisories or hazardous conditions, and not due to normal rain or routine forecast changes.

6. Marketing Content, Pricing & Availability

All marketing, communication content, pricing, availability information and media (including descriptions, photos and videos) displayed on the Platform are provided by the Provider for the use by VIP IN MIAMI. Regarding the promotion of access to the
services of providers, we exclusively use photos and videos supplied or approved by the Provider. Regarding the promotion related to the VIP IN MIAMI brand itself, we rely solely on our own intellectual property, including our original photos and videos.

The Provider is responsible for ensuring that all such information is accurate, current and lawful.

Any changes (including pricing, availability, photos or descriptions) must be communicated promptly to VIP IN MIAMI.

Upon receipt, VIP IN MIAMI may implement such updates within a reasonable timeframe, without guarantee of immediacy.

7. Data License

Client personal data is licensed exclusively for booking execution (service delivery, dispute resolution, safety, legal compliance, accounting, taxation). Provider may not reuse, market, store or retain such data, for marketing and commercial purposes  throughout the duration of the relationship and for up to 12 months following termination. Provider shall comply with all applicable data protection laws (including GDPR, where applicable).

Provider shall not contact the Client for marketing or solicitation purposes outside the scope of the booking.

8. Anti-Bypass

Provider shall not solicit, contract with, accept payment from or provide services to any Client introduced through the Platform outside the Platform. This means that any customer referred by VIP in Miami, through any channel including but not limited to marketing, advertising, or communications, shall be required to pay platform and/or intermediation fees to VIP in Miami, and to separately pay the service fees directly to the relevant service provider.

Any additional reservations and/or options added at a later date must first be processed through VIP in Miami for the payment of the platform fees related to the initial referral, in accordance with VIP in Miami’s charter and policies, and must thereafter be confirmed, contracted, and paid directly to the relevant service provider, in accordance with the service provider’s own charter and policies. Throughout the term of the contractual relationship, and for a period of twelve (12) months following its termination for any reason whatsoever, the Service Provider agrees not to solicit, market to, contract directly with, or accept any payment from any client who has been introduced, referred, or otherwise brought into contact by VIP in Miami, except through a prior booking request made via VIP in Miami.

This obligation applies in particular to any action carried out for marketing, commercial, or promotional purposes, through any channel whatsoever, and is intended to prevent any circumvention of VIP in Miami’s role as an intermediary.

9. Duration

Anti-bypass obligations apply during the relationship and for twelve (12) months following termination.

10. Suspension, Removal & Termination of Provider Access

Suspension or Removal Rights

VIP IN MIAMI reserves the right, at its sole discretion and without obligation to provide prior notice, to suspend, restrict or permanently remove a Provider’s access to the Platform, in whole or in part, at any time, if VIP IN MIAMI reasonably determines that the Provider:

• has breached or failed to comply with these Terms or any applicable platform policies;
• has provided inaccurate, misleading, outdated or unlawful information;
• has failed to meet applicable legal, regulatory, licensing, insurance or safety requirements;
• has engaged in conduct that may harm clients, other providers, third parties, or the reputation of VIP IN MIAMI;
• has attempted to bypass the Platform or violate anti-circumvention provisions;
• is the subject of repeated complaints, disputes, safety concerns or credible allegations of misconduct;
• poses a legal, financial, operational or reputational risk to VIP IN MIAMI.

Effect of Suspension or Removal

Suspension or removal from the Platform shall not:

• create any liability for VIP IN MIAMI;
• entitle the Provider to any compensation, damages or reimbursement;
• affect the Provider’s obligations with respect to prior bookings, anti-bypass provisions, confidentiality, data protection, indemnification or dispute resolution, which shall survive termination.

No Obligation to Monitor or Justify

VIP IN MIAMI has no obligation to monitor Provider activity, verify compliance, investigate disputes, or justify its decision to suspend or remove a Provider. The Provider acknowledges that access to the Platform is a privilege and not a right. Immediate Termination for Cause In cases involving fraud, safety concerns, unlawful activity, material breach, or anti-bypass violations, VIP IN MIAMI may immediately and permanently terminate the Provider’s access without prior notice.

11. Dispute Resolution & Arbitration

Any dispute, claim or controversy arising out of or relating to these Terms shall be resolved by binding arbitration in the State of Florida, conducted in English and governed by Florida law.

12. Intellectual Property Rights

Ownership of Technology

All software, algorithms, source code, and original designs used to operate the Platform remain the sole property of AZED Digital. The Client (VIP in Miami) is granted a non-exclusive, non-transferable license to use the Platform for its intended business purposes.

Restrictions

Users and Providers are expressly prohibited from:

• Copying, modifying, or creating derivative works of the website’s interface or code.

• Using any “web scraping,” “crawling,” or data extraction methods on the Platform.

• Attempting to decompile or extract the source code developed by AZED Digital.