THE WANDERING INVESTOR PANAMA INVESTOR TOUR
TERMS OF SERVICE
1. PARTIES. These terms of service (“Agreement”) are made as of the date stated in your Tour Summary (as defined herein) between THE WANDERING INVESTOR LLC, a Wyoming limited liability company (“Company”) with principal place of business at 30 N Gould ST STE R, Sheridan, WY, 82801, USA, and you (“you” or “Client”). (Company, you and Client collectively and individually “Parties” or “Party”).
2. TERM. The term of this Agreement shall commence on the date specified in your Tour Proposal (as defined herein) you execute with the Company and shall continue until the Company has completed providing the Services (as defined herein) (“Term”).
3. SERVICES. The Client retains the Company to provide, and the Company shall provide, the services described in the Tour Proposal (as defined herein) whereby the Company agrees to provide specific services to the Client (the services, the “Services”).
4. TOUR SUMMARY. The Tour Proposal is an outline of all the services being purchased by you. The Tour Proposal may be amended by the Company from time to time provided such modifications are in writing and incorporates by reference this Agreement.
5. COMPENSATION. The Client shall pay the Company the services fees (“Service Fees”) specified in the Tour Proposal within seven (7) business days following execution of the Tour Proposal.
6. EXPENSES. The Client shall pay for the third party expenses specified in the Tour Proposal.
7. RESPONSIBILITIES. The Parties agree that they shall have the duties and responsibilities outlined in each Tour Proposal. It should be noted that the Company’s responsibility is absolutely limited. We are not responsible for the acts or failures to act, willfully or otherwise, of actual service provider or other third party over whom we do not have any direct control. As tour organizers, we promote, organize and sell the tour which includes various tour operators and service providers, which may consist of transportation, excursions and accommodations. Such service providers and tour operators are independent contractors outside our administrative control.
The Company is also not liable to you for any bodily injury or harm, accidents, property damage or personal loss as a result of, but not limited to: (a) physical exertion for which the client may not be prepared; (b) transportation by plane, train car, bus, boat or other mode of transportation (such as bicycle, horse, foot, etc.); (c) consumption of alcoholic beverages; (d) food poisoning or allergic reactions to food and beverage supplied as part of the tour; (e) high altitude on hills; (f) forces of nature like high winds, hurricanes, flooding, etc. (g) exhaustion due to heat; (h) civil unrest or terrorism; and/or (i) quality of medical services.
The Company is further not liable for any expenses like meals, transportation, hotel costs, etc. that are not specifically included in the price of the tour. The Company shall not be responsible for damage to your personal belongings including electronic goods during the tour. This includes but is not limited to damage in water, accidents, loss, and theft.
8. TOUR CONSIDERATIONS.
A. Booking Terms. All trips are subject to availability. All bookings agreed upon are considered an offering to purchase the Services. The Company reserves the right to accept, refuse, and/or cancel Services at any time. Bookings will only be considered valid and respected if made by persons aged eighteen years or older. For groups of two or more, payment terms must be met for each person in order to comply with this Agreement. Any payment towards this Service will be treated by us as confirmation that you have read, understand, and accept all the terms included in the applicable Tour Proposal and in this Agreement. It is important that you provide us with all requested information and documentation and it is your responsibility to ensure that the information you provide to us is correct.
B. Visual Data Release. By booking with the Company you agree, unless expressly stated otherwise, that you allow the Company to use any photos or video taken by Company staff and representatives during your trip, in which you appear, for any and all media, promotional, and commercial materials including but not limited to our website, social media accounts, newsletters, and printed materials. You further agree that by booking with the Company the Company will be granted and have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, and/or commercialize your photos and any videos taken of you during the tour. We will never use your full name or personal information unless written permission is otherwise given. Additionally, any statements you provide to us by email, in writing, in response to surveys and questionnaires or on public review websites can be used by us on our website and in promotional and commercial materials with due effort made to protect your privacy.
C. Payment and Account Accuracy. Payment is required in full to confirm your booking. We are not accepting deposits or partial payments for this trip. All payments are non-refundable. Your booking will not be considered confirmed until full payment has been received and cleared. We require legible copies of the passports or legal identification of all travelers in your party before confirming certain reservations, activities, or access requirements. A scanned or photographed copy is acceptable provided it is clear and legible. These documents will be used only as needed to complete trip-related reservations, programming, or required access procedures. We will not sell, share, or otherwise misuse this information. If full payment is not received by the stated due date, we may treat the booking as cancelled by you. Any requested changes after booking may be subject to availability and additional costs.
D. Booking. Should any change of pricing occur, Clients will be notified prior to payment of the initial deposit. Any changes thereafter to the itinerary may include additional charges for which the Client will be notified prior to confirming the itinerary. Proposal prices shall be stated in United States Dollars ($ USD). It should be noted that, occasionally, some items in our travel itineraries may not be available for reasons outside of our control. If this occurs we shall substitute these items for other items that we consider comparable in our sole discretion.
We reserve the right to pass along any additional charges incurred during the trip as a result of Client action including, but not limited to: extra luggage charges and other unforeseen transportation charges, additional guide services not scheduled and agreed to in the Tour Proposal. Our Tour Proposals include only the items specified in each Tour Proposal. Our proposals do not include personal Client expenditures, hotels, extra transport fees incurred by Clients outside of scheduled tour events (expenses incurred separate from our tour services), taxes and compulsory charges paid to the government at point of travel (apart from certain applicable port fees), regulatory bodies or airlines after you have booked, security charges, or travelers’ insurance. Final price and inclusions will be sent to you and confirmed by us at time of booking.
E. Changes Made by the Client. In the case in which a member of your travel party cannot travel for any reason (including illness or death) we will gladly transfer their reservation to another person of your choosing as long as you notify us in writing and the person sends us travel information and a passport copy in a reasonable timeframe to make reservation changes. All changes to the itinerary and/or travelers involved must be received in writing prior to making changes. Changes to groups will be authorized by a group leader, responsible for coordinating with the Company. Changes to the itinerary may incur extra fees that will be assumed by the Client(s).
F. Cancellations Made By the Client. If you wish at any time to cancel all or part of your trip or that of anyone in your group after the initial deposit has been made, you must specify your wishes in writing. You agree that your payment is not refundable in case you cancel your trip.
G. Cancellations Made By Company. We agree to use commercially reasonable efforts to provide the Services. As operational norms in many jurisdictions are often unpredictable, we may be faced with unforeseen closures of certain attractions, faced with particular holidays that affect travel and availability, and other changes that often affect travel in the country. As we work to make your reservations as much in advance as possible it is not uncommon for us to be faced with the necessity to alter parts of the itinerary. We reserve the right to make these changes in the best interest of the Client, and will keep the Client informed of any such changes that occur. The Company reserves the right to make alterations in the schedule or route of trip in order to improve the quality of the tour or in the interest of providing better accommodation for Client.
In the event that the trip must be canceled for reasons within our reasonable control, we will refund to you the full price paid for the trip. We will not compensate or accept liability for changes that occur beyond our reasonable control, including but not limited to: strikes, lock-out or labor disputes, natural disasters, war, riots, civil unrest, malicious damage, change in laws, shutting of transportation systems, accidents, adverse weather conditions or fires that affect airports or travel links and operations, flight delays, air traffic control issues, siege or acts of terrorism or other security alerts.
H. Company’s Liability to Clients. We do not accept responsibility for any activities that are arranged by a third party. We also do not accept responsibility for losses that occur due to situations outside of our control (e.g. theft by an unknown). We do not accept responsibility for physical ailments including injury, illness, death, income loss during a trip, damage, expense, cost claims that result from fault of someone in the travel party, fault of a third party unconnected to the Company or any provider of the Services, or actions beyond our suppliers’ control. The total value of our liability to you in respect of all losses that might arise under or in connection with your trip, whether by breach of contract, tort, or otherwise, shall not exceed the value of your booking including taxes. Furthermore, nothing in this Agreement shall limit or exclude our liability where such exclusion is not permitted under applicable law.
I. Clients’ Liability to Company; Other Client Obligations. It is also the responsibility of each Client to have a valid passport with appropriate visas and ample free pages. It should be noted that several countries require that your passport have at least two blank pages for a visa stamp and that your passport have at least 6 months of validity. If you are traveling to more countries on your trip you may need to have even more blank pages. If you are unsure about the number of pages needed we recommend calling your local passport office or applying for a new passport.
If you have existing medical conditions, disabilities, or dietary requirements, you are required to let us know prior to any booking so that we can plan your trip accordingly and prepare in case of an emergency. If you are diagnosed with a medical condition following booking but just prior to your trip you are also required to disclose such a diagnosis to us. We are not responsible for any refusal by any purveyor of transport who refuses service to you as a result of any medical condition or disability. Women who are at least 28 weeks pregnant at time of travel must have a signed doctor’s certificate confirming that they are able to travel safely. We are not liable for any costs, delays, or illness that may result from your failure to meet these requirements.
You and your travel party are responsible for your behavior and attitude. We and anyone we work with reserve the right to refuse service, booking, boarding, the right to travel, the right to continue travel or transport, accommodation or any other part of the trip if you or any member of your party is out of control, abusive, or under the influence of excessive alcohol or drugs. If we (or any third party affiliate of the Company) reasonably believe that you are in the possession of illegal drugs, are behaving violently, disruptively, dangerously or are otherwise acting in an irresponsible manner which presents a risk to others we also reserve the right to refuse service as we see fit in our sole discretion. In such cases, no refund or compensation will be paid and no costs or expenses for which you incur or are found responsible and liable will be covered or paid by the Company. Note that the behavior/acts describe above may subject you to a police investigation and may make you liable for any criminal offense in different foreign jurisdictions. You must fully cooperate with and follow any safety instructions or steps given by any guide or organization responsible for the activities you do during your trip.
Although we will do everything in our power to ensure a safe and wonderful trip, accidents and problems can happen. If you experience an emergency that is not immediately resolvable by the hotel or guide you are with, you can try to reach us within Panama by WhatsApp at +13074615171 or other phone numbers provided for event support. It should be noted that we may not be in a position to provide any assistance nor do we guarantee that we will be available if you do attempt to reach us. We ask that you please tell us issues as they arise so we can work to improve your trip. If you tell us afterwards we will be unable to help. With any medical emergency you should first notify emergency services and/or your travel insurance company on an emergency number.
It should be noted that the economy and terrain of certain foreign jurisdictions continue to see drastic changes. Not all places will follow a strict schedule and cultural differences may mean that the provision of Services will need to take into account local customs and culture. We agree to use commercially reasonable efforts to ensure that the Services are being provided as close to what is described in the Proposal as possible. That being said, culture and mistakes at times win out and may cause delays or changes to tour plans. You are fully responsible for any and all damage to any third-party property that occurs during any of our trips.
J. Dissatisfaction and Complaints. If you feel that the service provided is not meeting your expectations please inform our local representative traveling with you immediately or call +13074615171. We will use commercially reasonable efforts to find a satisfactory solution for your issue(s). Note that we believe that it is unreasonable to withhold a complaint until after your trip is completed and not allow us an opportunity to resolve any issues in person at the time any problem arises. If you still wish to file a complaint, you must send full details in writing to the Company within 30 days following your trip along with any relevant booking information. Please make sure your letter communicates any complaints to any local providers as well as to our representatives at the Company with specificity. Failure to do this may mean that we may not be in a position to investigate any issues raised in your complaint. It should be noted that if you do not raise any issues in real time and allow us an opportunity to ameliorate the situation it may affect our ability to compensate you adequately, even if your complaint has merit.
K. Insurance. Travel insurance is compulsory for all our travelers and should be taken out at the time of booking. At a minimum your travel insurance must provide cover against personal accident, death, medical expenses, emergency repatriation and personal liability, with a minimum coverage of US$50,000 in medical coverage and US$200,000 in emergency repatriation. We also strongly recommend it cover cancellation, cancel for any reason/change of mind if available in your area, curtailment and loss of luggage and personal effects. The Company shall not provide you with travelers’ insurance nor medical extraction unless it is specifically stated in the Tour Proposal. You are responsible for fully insuring your trip with us and must make sure that all of the activities you will be doing are covered by your insurance election. If you choose insurance services provided by your credit card, please check the terms. Many services only offer minimum coverage and have many excluded activities. Some insurers offer specific insurance related to cancellation, delay, and abandonment due to natural causes. You can purchase this insurance as a stand-alone policy or as an add-on to other policies.
L. Other Considerations a. The Company is not promoted, owned, sponsored, endorsed by, or affiliated with the Government of Panama or any Panamanian government entity. b. You understand that no aspect of the tour (including conversations, presentation, content and/or materials should be considered investment advice, financial advice, legal advice, and/or tax advice. You are responsible for conducting any due diligence on any potential investment. We recommend that you discuss any potential investment with a qualified professional advisor prior to investing. c. The Company, its contractors, and its staff may own real estate, hold investments, or have business interests in markets visited or discussed during the tour. The Company may also maintain referral, commission, or other commercial arrangements with certain businesses, service providers, or investment opportunities presented or introduced during the tour.
9. NON-DISPARAGEMENT. Client covenants and agrees that Client shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company or its respective management or products and services. Company covenants and agrees that Company shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of the Client or its respective management or products and services.
10. INDEPENDENT CONTRACTOR STATUS. The Company performs this Agreement as an independent contractor, not as an employee of the Client. Nothing in this Agreement is intended to construe the existence of partnership, joint venture, or agency relationship between Client and Company.
11. CONFIDENTIALITY. The Company hereby agrees and undertakes that it shall not at any time (whether during or after the Term) directly or indirectly use or exploit for the Company’s own purpose or those of any other person, company, business entity, media organization or other organization whatsoever, any Confidential Information. The obligations contained in this Clause 11 shall not apply to: (i) any information or knowledge which may subsequently come into the public domain (but will apply to any Confidential Information relating to or connected with such information within the public domain); or (ii) any information which the Company is required to disclose in accordance with a specific order of a Court of competent jurisdiction provided that such information may be disclosed by the Company on a confidential basis to such party as is specified by such court order and to no other party.
12. TERMINATION. a. Termination Notice. Either party may terminate this Agreement at any time by providing written notice to the other party. The Client may also cancel the tour at any time, subject to the payment, refund, and cancellation terms set forth in this Agreement. b. Payment Following Cancellation or Termination. If the Company cancels or terminates this Service Agreement, the Company will refund amounts paid by the Client for services that have not been provided. If the Client cancels or terminates this Service Agreement, no refund will be due, and all amounts previously paid to the Company shall remain non-refundable. No additional compensation, service fee, cancellation fee, or other payment shall become due solely as a result of cancellation or termination, except for any amounts expressly owed under this Agreement before the effective date of cancellation. c. Common Law Rights. The rights of the Client under Clause 12 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement on the part of Company as having brought the Agreement to an end. Any delay by the Client in exercising their rights to terminate shall not constitute a waiver of these rights.
13. FORCE MAJEURE. Except for the Client’s obligation to pay the Service Fees, neither Party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its reasonable control, including without limitation, acts of God or public enemy, failure of suppliers, fire, floods, storms, earthquakes, riots, strikes, war, and restraints of government.
14. INDEMNIFICATION. The Client agrees to indemnify, defend and hold harmless the Company and its officers, managers, members, employees, agents, contractors and affiliates from and against any claim, liability, obligation, loss, damage, assessment, judgment, cost and expense (including, without limitation, all the Company’s staff time, attorney’s, expert’s, and accountant’s fees and costs and expenses incurred in either investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) of any kind or character (“Losses”) incurred by the Company arising out of or in any manner incident, relating or attributable to (i) the Company’s performance under this Agreement; (ii) any inaccuracy in any representation or breach of any warranty of the Client contained in this Agreement; (iii) any failure by the Client to perform or observe any covenant, agreement or condition to be performed or observed by it under this Agreement; or (iv) any active or passive negligence on the part of the Client.
15. NOTICE. A. Writing; Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email. B. Addresses. A party shall address notices under this Clause 15 to a Party at following addresses: If to The Wandering Investor LLC by email: info@thewanderinginvestor.com. If to The Wandering Investor LLC by mail: 30 N Gould St STE R, Sheridan, WY, 82801, USA. If to the Client: Information included in first Proposal executed between the Parties. C. Effectiveness. A notice is effective only if the party giving notice complies with subclauses (a) and (b).
16. GOVERNING LAW. This Agreement shall be interpreted by the laws of the State of Wyoming without regard to conflict of law or choice of law issues.
17. ARBITRATION. All controversies and claims arising under or relating to this Agreement are to be resolved by arbitration in accordance with the rules of the American Arbitration Association before a panel of three arbitrators selected in accordance with those rules. The arbitration is to be conducted in King County, Washington State. Each Party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to the arbitration is final and may be entered and enforced in any court of competent jurisdiction.
18. AMENDMENTS. Except for any changes to the terms outlined in the Tour Proposal, no amendment to this agreement will be effective unless it is in writing and signed by a Party or its authorized representative.
19. DEFINITIONS. “Confidential Information” shall mean any confidential information (whether or not recorded in documentary form or on computer disk or tape or in photographic material or any other medium) of the Client which Company learns or which comes into their possession, custody or control in connection with the implementation of the terms of this Agreement.
20. ASSIGNMENT AND DELEGATION. Neither Party may assign any of its rights under this agreement, except with the prior written consent of the other Party, which consent shall not be unreasonably withheld.
21. SEVERABILITY. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.
22. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
23. ENTIRE AGREEMENT. This Agreement constitutes the final agreement of the Parties. It is the complete and exclusive expression of the Parties’ agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the Parties relating to the subject matter of this agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter this Agreement by, and neither Party is relying on, any statement, representation, warranty, or Agreement of the other Party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.
24. HEADINGS. The descriptive headings of the Clauses and subclauses of this Agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
