Operator Partner Agreement

Last updated: October 10, 2026

This Operator Partner Agreement ("Agreement") is between Premier Ruppell Holdings LLC, a Wyoming limited liability company doing business as Ruppell ("Ruppell," "we," or "platform") and the adventure activity operator ("Operator," "you") submitting an activity listing through the Ruppell Provider Portal. By affirmatively accepting this Agreement through the Provider Portal, you agree to be bound by this Agreement. If you act for an entity, you represent that you have authority to bind it, and that entity is the Operator.

1. Listing Approval

Listing an activity does not guarantee publication. Ruppell reserves the right to approve, reject, modify, or remove any listing at its sole discretion, including for safety concerns, incomplete information, non-compliance with applicable laws, or failure to meet platform standards. We aim to review new listings within 1–2 business days.

2. Operator Representations & Warranties

By submitting a listing, you represent and warrant, and agree throughout the term, that:

3. Safety & Compliance

You are solely responsible for the safety of all participants and for operating in full compliance with all applicable safety regulations, industry standards, and licensing requirements. You remain responsible for your personnel, subcontractors, equipment, and legally required participant consents, and must promptly report to Ruppell any serious incident or regulatory restriction affecting a listed activity. All required disclosures, risk warnings, health requirements, and participant restrictions must be accurately stated in the listing. Any separate waiver required to participate in a listed activity must be disclosed before booking and comply with applicable law. Ruppell is a booking platform only and does not supervise, oversee, or control the operation of any activity.

You operate as an independent contractor; this Agreement does not create an employment, partnership, or joint venture relationship. You have no authority to bind Ruppell. You are responsible for taxes on your activities and income, except taxes Ruppell is legally required to collect or remit.

4. Platform Fees & Payouts

Ruppell charges a platform commission on each confirmed and completed booking, deducted from the Operator payout. Your current fee rate is confirmed in writing during onboarding, together with its calculation basis, before you accept bookings and is subject to change with 30 days' written notice. Rate changes apply only to bookings made after the change takes effect. Payouts are processed within 2–5 business days after activity completion and receipt of cleared customer funds, minus any applicable refunds and Stripe payment processing fees. Early-partner commission rates are locked for qualifying Operators as communicated in writing at onboarding.

You authorize Ruppell and its payment processor to collect booking payments and issue refunds under Section 5. Ruppell may offset refunds, chargebacks, and associated processing fees attributable to your activities or breach against payouts, without double recovery. If payouts are insufficient, you must reimburse the balance within 10 business days after itemized notice. Ruppell may temporarily hold amounts reasonably necessary to address a pending refund, payment dispute, or suspected fraud, with notice of the basis and release when that basis no longer applies. You must reasonably cooperate with payment disputes.

5. Cancellations & Refunds

You must honor the cancellation policy disclosed in each listing at the time of booking and Ruppell's Cancellation & Refunds Policy (https://getruppell.com/cancellation-refunds.html), which controls any conflict. Ruppell will process customer refunds in accordance with the stated policy and will deduct refunded amounts (plus associated payment processing fees) from your payouts. You must promptly notify Ruppell of any cancellation or material change. If you cancel, fail to provide the booked activity, or make a material change the customer does not accept, the customer is entitled to a full refund of amounts paid through Ruppell for the affected booking, including mandatory fees and taxes; rebooking is optional. You bear the refund and associated processing fees, except to the extent caused by Ruppell's breach; Ruppell will reverse its commission on refunded amounts. Operators who cancel confirmed bookings without documented cause (such as weather or safety) may be subject to a reasonable cancellation fee disclosed and accepted before the affected booking or account suspension.

6. Content License & Data Protection

You grant Ruppell a non-exclusive, royalty-free, worldwide license to display, reproduce, and distribute your listing content (including reasonable formatting adaptations) — including activity descriptions, photos, and video — solely for operating and marketing the Ruppell platform. You retain ownership of all submitted content and may request its removal upon termination of this Agreement. Ruppell may sublicense these rights to service providers solely for those purposes. You represent that you have the rights and consents needed to grant this license, including for identifiable people in your content, and that the content does not infringe third-party rights. Removal does not affect completed uses or copies retained solely for legal compliance.

You must protect nonpublic business information and customer information received through Ruppell ("Confidential Information") with reasonable safeguards and use it only to perform this Agreement or comply with law. You may disclose it only to personnel or service providers who need it for those purposes and are bound to protect it, or as required by law, with prior notice to Ruppell where legally permitted. Confidential Information excludes information lawfully public, previously known without restriction, independently developed, or lawfully received without restriction; customer information remains subject to applicable privacy law. You must not use customer information for unrelated marketing without the customer's consent. You must not submit Confidential Information to any AI tool or service whose applicable terms or settings permit it to be used for model training or made available to the public or other users. You must notify Ruppell without undue delay of unauthorized access, use, or disclosure, cooperate in remediation and lawful privacy requests, and delete the information when no longer needed, except for legally required retention under these protections.

7. Indemnification

You agree to indemnify, defend, and hold harmless Ruppell and its affiliates, officers, employees, and agents from any claims, losses, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from: (a) your operations or activities; (b) any injury, death, or property damage occurring during a listed activity; (c) your breach of this Agreement or any applicable law or regulation; or (d) any inaccuracy or omission in your listing. For third-party claims, Ruppell will give prompt notice, with delay excusing performance only to the extent materially prejudicial. You must provide counsel reasonably acceptable to Ruppell and may not settle without Ruppell's written consent if the settlement admits its fault, imposes obligations on it, or fails to fully release it.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUPPELL'S TOTAL AGGREGATE LIABILITY TO OPERATOR FOR ANY CLAIM UNDER THIS AGREEMENT OR ARISING FROM YOUR USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PLATFORM FEES EARNED FROM OPERATOR BOOKINGS IN THE THREE (3) MONTHS PRECEDING THE CLAIM. RUPPELL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

9. Term & Termination

This Agreement is effective when you affirmatively accept it and continues until terminated. Either party may terminate with 30 days' written notice to the other party under Section 13. Ruppell may immediately suspend or terminate your account for: breach of this Agreement; safety violations; fraudulent conduct; regulatory non-compliance; or conduct that poses reputational or legal risk to the platform. Pending payouts for completed bookings will be processed in the normal course upon termination, subject to Section 4. Unless Ruppell directs cancellation for safety, legal, or other reasonable grounds, you must fulfill existing bookings under this Agreement; canceled bookings remain subject to Section 5. Accrued payment obligations and Sections 6–8 and 10 survive termination to the extent necessary to give them effect.

10. Dispute Resolution & Governing Law

This Agreement is governed by the laws of the State of New York. Disputes between Operator and Ruppell shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in New York, NY. Each party waives any right to a jury trial. The Federal Arbitration Act governs the arbitration provision. Judgment on the award may be entered in any court with jurisdiction; either party may seek temporary injunctive relief from a court to preserve the status quo pending arbitration.

11. Amendments

Ruppell may amend this Agreement by posting an updated version in the Provider Portal and sending written notice to the email address on your account. Material changes take effect at least 30 days after notice, unless earlier effectiveness is required by law or necessary to address an urgent safety or security risk. Changes do not retroactively alter confirmed bookings, accrued rights, written rate locks under Section 4, or earned referral rewards under Section 12. Continued use of the platform after the effective date constitutes acceptance of the updated Agreement.

12. Referral Program

Each Operator receives a personal referral code and link. A referral "qualifies" when an operator you referred (using your link or code at sign-up) completes registration and is accepted by Ruppell. Rewards are based on your number of qualifying referrals and are cumulative: (a) 1 qualifying referral: a Founding Partner badge on your listings; (b) 2: Featured placement, meaning your listings are pinned to the top of their category for 30 days, beginning when your second qualifying referral is accepted, with placement shared among qualifying Operators; (c) 3: a reduced commission of 12% (instead of the standard rate) for 3 months; (d) 4: 12% for 6 months; (e) 5 or more: 12% for 12 months. The reduced-rate period is measured in total from the date your third qualifying referral is accepted (for example, reaching four qualifying referrals extends the same period to six months from that date) and applies to payouts processed during that period. A referral reward will not increase a lower commission rate otherwise applicable under Section 4. Self-referrals, referrals of businesses you own or control, duplicate accounts or accounts created solely to generate rewards, and operators not accepted by Ruppell do not qualify. Rewards are not transferable and have no cash value. Ruppell may change or end the referral program on written notice; rewards already earned remain in effect for the period stated. Ruppell's determination of whether a referral qualifies is final absent manifest error. Ruppell may revoke rewards obtained through fraud or violation of these rules. You must clearly disclose referral incentives when promoting Ruppell and comply with applicable marketing laws.

13. Contact

Operator questions: operators@getruppell.com

Written notices to Ruppell under this Agreement, including termination notices, must be sent to legal@getruppell.com or delivered to Premier Ruppell Holdings LLC, 144 E. 44th St. Suite 106 #1009, New York, NY 10017. Notices to Operator must be sent to the email address on its account. Email notices are effective when sent unless returned as undeliverable; mailed or couriered notices are effective upon delivery.