VibeNC Nights Merchant Service Agreement (MSA)

2. Payment Splits & Stripe Connect Integration

• 2.1 Stripe Connect Express Requirement: To receive customer bookings and automated payouts through the Platform, the Merchant must onboard, maintain, and link an active Stripe Connect Express account connected directly to their primary business bank account.
• 2.2 Automated Revenue Split: All Customer payments for Vibe Packages are processed securely through VibeNC’s integrated Stripe API gateway. At the exact second of customer checkout, the transaction total is programmatically split as follows:
  • Merchant Share (Direct Payout):90.0%

  • Platform Administrative Commission:10.0%
• 2.3 Tax Obligations: The Merchant is solely responsible for calculating, collecting, reporting, and remitting all applicable local, county, state, and federal taxes (including North Carolina sales and occupancy taxes) associated with the services they fulfill.

3. Operational Fulfillment & Safety Warranties

• 3.1 Standard of Care: The Merchant warrants that all services, lodging, or activities booked through the Platform will be delivered in strict accordance with the timeline, descriptions, and quality standards showcased on vibenc.online.
• 3.2 Licensing & Compliance: The Merchant represents and warrants that it holds and will maintain all required local, state, and federal operating permits, business licenses, vessel captains’ certifications, health department ratings, and safety accreditations necessary to legally operate in the state of North Carolina.
• 3.3 Zero-Liability Disclaimer: VibeNC explicitly disclaims all liability for any personal injury, property damage, theft, travel delays, cancellations, or other losses incurred by the Customer or any third party during the fulfillment of any experience. The Merchant assumes 100% of the operational liability for their respective itinerary stop.

4. Automated Cancellations, Refunds, & Reverse Transfers

• 4.1 Automated Refund Loops: To maintain marketplace integrity and customer trust, the Merchant agrees to VibeNC’s automated, zero-admin cancellation loop:

  If a Customer requests a refund within the permitted cancellation window, VibeNC's API programmatically triggers a Stripe Reverse Transfer, clawing back the Merchant's 90% payout share directly from their connected Stripe balance while VibeNC returns its 10% commission.

• 4.2 Negative Stripe Balances: If the Merchant's active Stripe balance is insufficient to cover an automated reverse refund, the Merchant's Stripe Connect account will be placed into a negative balance state by Stripe, which will be automatically resolved and deducted from subsequent customer bookings.

5. Chargebacks, Disputes, & Payment Freezing

• 5.1 Immediate Dispute Freezing: When a Customer files a credit card dispute (chargeback) with their issuing bank regarding a booked Vibe Package, Stripe Connect triggers an automated webhook that alerts VibeNC.
• 5.2 Payout Holds: Upon receiving a dispute notification, VibeNC will programmatically update its Supabase ledger to shift all associated merchant payouts from pending to frozen. No funds will be transferred to the Merchant for the disputed transaction while under review.
• 5.3 Dispute Resolution: If the dispute is won (defeated), payouts are restored to pending status. If the dispute is lost (upheld), payouts are updated to failed, and the Merchant’s ledger is debited for their 90% share of the chargeback amount.

6. Profile Ownership, Seeding, & Upgrades

• 6.1 Seeded Directories: To build organic regional search volume, VibeNC may pre-populate directory listings using public data. Profiles remain marked as "Unclaimed" until verified by an authorized owner.
• 6.2 Free Claiming: Verified business owners may claim their pre-seeded profiles for free to update business details, upload media, respond to customer reviews, and accept automated bookings under the standard 90/10 model.
• 6.3 Tiered Upgrades: The Merchant may elect to upgrade their profile to a recurring subscription tier (e.g. Pro or Elite) to lower transaction rates or unlock premium placement.

7. Indemnification

The Merchant agrees to defend, indemnify, and hold harmless VibeNC Nights, its parent companies, officers, directors, and developers from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorney's fees) arising from:

• The Merchant's fulfillment, failure to fulfill, or negligence during any booked itinerary stop.
• Any physical injury, safety violation, or property damage occurring at the Merchant's premises, vessel, or property.
• Any missing, expired, or fraudulent operational licenses or permits.

8. Governing Law & NC Dispute Forum

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina. Any legal action arising under this Agreement shall be brought exclusively in the courts located in our primary NC municipal hubs: New Hanover County for Wilmington-based disputes, or Buncombe County for Asheville-based disputes.

9. Severability & Digital Signature

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and remaining provisions shall remain in full force. By clicking "I Accept", claiming your profile, or linking your Stripe Connect Express account to vibenc.online, you formally execute this legally binding agreement.