BHBB USA Marketplace Terms and Conditions

Phase 1 Beta — Private B2B Affiliate Marketplace

BHBB USA | Marketplace

Terms and Conditions

Phase 1 Beta | Private B2B Affiliate Marketplace

Operator: BAD HABBIT USA LLC, operating BHBB USA | Marketplace under the BHBB USA brand

Project: BHBB USA | Marketplace - Phase 1 Beta

Scope: Private B2B affiliate marketplace for verified limo and chauffeur operators

Audience: Approved or invited affiliate companies and authorized users

Effective date: 05/20/2026

Important: This document is provided as a business and marketplace policy draft for qualified legal review before publication or broad affiliate rollout. It is not legal advice.

Last updated: 05/27/2026.

These Terms and Conditions govern access to and use of BHBB USA | Marketplace during the Phase 1 Beta. BHBB USA | Marketplace is a Phase 1 beta project operated by BAD HABBIT USA LLC under the BHBB USA brand. The platform is a controlled, invite-first private B2B affiliate marketplace for approved limo and chauffeur companies in the initial South Florida market. It is not a public consumer booking marketplace.

1. Acceptance of Terms

By accessing, registering for, viewing, posting, applying to, proposing a match for, accepting, or otherwise using BHBB USA | Marketplace, you agree to these Terms and Conditions and any additional rules, policies, checklists, summaries, or workflow acknowledgments provided for the Phase 1 Beta.
If you access BHBB USA | Marketplace on behalf of a company, you represent that you have authority to bind that company to these Terms.

2. Phase 1 Beta Purpose and Scope

BHBB USA | Marketplace Phase 1 exists to validate whether approved limo and chauffeur affiliates will repeatedly post, review, accept, complete, and repeat transportation opportunities under a controlled white-label marketplace workflow.
The initial market is South Florida, including Miami-Dade, Broward, and Palm Beach, unless the platform operator approves another controlled market boundary.
Phase 1 is not a public consumer booking marketplace, payment escrow platform, automated payout engine, live dispatch engine, or guarantee of available transportation work.
The platform operator may modify, restrict, pause, or terminate Phase 1 Beta activity at any time to protect trust, security, operational discipline, or validation quality.

3. Eligibility and Account Approval

Participation is limited to invited, approved, or otherwise permitted limo and chauffeur affiliate companies and authorized users.
The platform operator may approve, reject, restrict, pause, suspend, remove, or reinstate access based on onboarding status, documentation, operational fit, trust signals, conduct, market relevance, or other control considerations.
Approval for Phase 1 does not create a permanent right to access, a right to future modules, or a right to unrestricted marketplace participation.
Each user is responsible for maintaining accurate account information and protecting login credentials.

4. Affiliate Onboarding and Compliance

The platform may request company legal name, trade name or DBA, primary contact information, company registration documentation, insurance proof or certificate of insurance, operating markets, vehicle categories, and other reasonable verification materials.
Submitting onboarding materials does not guarantee approval.
Affiliates remain solely responsible for maintaining all legally required commercial insurance, permits, licenses, chauffeurs, vehicles, registrations, airport, port, county, and market-specific operating records.
Marketplace review is for platform access control and does not replace the affiliate's independent legal, insurance, safety, or regulatory obligations. Approval does not certify that an affiliate is legally compliant in every jurisdiction.

5. Independent Transportation Operators

Participating affiliates are independent transportation providers. Participation in BHBB USA | Marketplace does not create an employment relationship, partnership, joint venture, franchise, agency relationship, or guarantee of work between BHBB USA | Marketplace, BAD HABBIT USA LLC, BHBB USA, and any affiliate.
Each affiliate remains responsible for its own business operations, chauffeurs, vehicles, insurance, permits, licenses, taxes, safety obligations, service quality, and legal compliance.

6. Affiliate Independence and Open Market Pricing

BHBB USA | Marketplace regulates the internal use of the marketplace, including access, marketplace conduct, white-label standards, masked visibility, controlled reveal, protected information, anti-circumvention rules, dispute review, and workflow integrity.
BHBB USA | Marketplace does not regulate affiliate pricing, external client agreements, private contracts, company policies, business decisions, or commercial relationships between affiliates and their own clients outside the platform.
Affiliate pricing is independently determined by each company based on its own costs, availability, service standards, market conditions, supply, demand, and legal obligations.

7. Official Phase 1 Workflows

Post Job is a standard affiliate opportunity posted so another eligible affiliate may apply to perform the work.
Exchange Job is an exchange-oriented opportunity posted so another eligible affiliate may propose a match.
Only Post Job and Exchange Job workflows are active during Phase 1 unless updated by BHBB USA | Marketplace.
Posting, applying, proposing a match, accepting, confirming, revealing, updating statuses, and closing records should occur inside the approved BHBB USA | Marketplace workflow.

8. Good-Faith Posting and Participation

Affiliates may post only real opportunities they are authorized to manage.
Information entered into the platform must be materially accurate, operationally coherent, and provided in good faith.
Affiliates may apply or propose a match only when they are eligible, operationally capable, and genuinely willing to perform or participate.
Identity fishing, misleading postings, vague postings intended to extract information, bad-faith acceptance, off-platform diversion, and misuse of marketplace information are prohibited.

9. Masked Marketplace and Controlled Reveal

Before valid in-platform commitment, marketplace opportunities may appear in masked form, showing limited operational information such as job type, pickup date, pickup time or time window, general pickup and drop-off zones, vehicle type, passenger count, value band, service indicators, and limited special requirements.
Before valid commitment, BHBB USA | Marketplace is designed to limit access to protected information such as company identity, client identity, exact pickup or drop-off address, direct contact information, exact internal value, or identifying notes, except where a controlled operational exception is approved.
Protected details may reveal only after the required commitment flow, acceptance or match confirmation, and terms checkpoint are completed, or where a controlled exception is approved for operational necessity.
Any attempt to bypass controlled reveal, infer protected identity for an unauthorized purpose, or obtain hidden information through side communication violates these Terms.

10. Job ID and Transaction Records

BHBB USA | Marketplace may use public masked marketplace job identifiers, affiliate-facing internal job references, and internal transaction records.
A visible opportunity is not the same as an accepted transaction.
Once a Post Job or Exchange Job is accepted, matched, or otherwise bound inside the approved workflow, the transaction record becomes the governing operational reference.
Informal side communications do not replace the governed marketplace record unless a controlled exception is recorded and approved.

11. White-Label, Client Protection, and Anti-Circumvention

The original booking company retains the primary commercial relationship with its client. Participation by another affiliate in performing a service through BHBB USA | Marketplace does not transfer ownership, control, or commercial rights over that client relationship.
A performing affiliate must operate under white-label standards and may not present itself as the booking owner unless expressly authorized by the original booking company or permitted by the governed workflow.
Affiliates may not solicit another company's client, passenger, arranger, corporate account, vendor contact, or relationship-sensitive contact based on marketplace exposure.
Affiliates may not distribute business cards, QR codes, marketing material, promotional links, or direct-booking invitations to a protected client during or after a marketplace-assigned job unless expressly authorized.
Marketplace-originated opportunities, data, relationships, and revealed information may not be moved off-platform to avoid BHBB USA | Marketplace controls or capture protected business relationships.

12. Communication Rules

Before reveal, communication may be restricted, limited, or routed through platform-approved channels.
After reveal, communication must remain transaction-relevant and professional.
Messaging may not be used for identity hunting, prospecting, sales solicitation, harassment, pressure tactics, off-platform diversion, or conduct that undermines white-label protection.
The platform operator may review available transaction-linked messages, status records, notes, and dispute records where needed for issue handling, trust protection, or enforcement.

13. Active Work, Status Updates, and Lifecycle Discipline

Accepted or matched transactions may move into active work and may require lifecycle status updates such as Confirmed, On the Way, On Location, Passenger On Board, Completed, Cancelled, Exception / Issue, or Disputed.
Status updates must reflect operational truth. False, misleading, or careless status updates may be treated as conduct or trust issues.
Cancelled, disputed, completed, expired, or withdrawn records may be retained in role-based history and admin records for review, metrics, payment, dispute, and trust purposes.

14. Payment, Settlement, and Commercial Responsibility

Phase 1 uses direct affiliate-to-affiliate settlement unless BHBB USA | Marketplace later issues a controlled update.
The platform may record transaction value, value bands, payment status, dispute status, and commercial signals, but it does not automatically hold funds, act as escrow, automate payouts, or guarantee payment between affiliates in Phase 1.
The booking or posting side is generally responsible for paying the performing side under the applicable marketplace transaction, unless a transaction-specific arrangement is recorded and approved through the governed workflow.
Affiliates are responsible for their own invoicing, payment collection, and settlement obligations unless a separate written payment arrangement is implemented by BHBB USA | Marketplace.
Affiliates must act in good faith regarding amounts, invoices, payment timing, and dispute handling. Repeated late payment, nonpayment, or refusal to engage in good-faith review may affect marketplace standing.

15. Disputes, Incidents, Holds, and Issues

Issues should be reported through the approved BHBB USA | Marketplace workflow using the relevant transaction reference whenever possible.
Disputes may include payment disputes, operational disputes, conduct disputes, white-label or anti-circumvention concerns, reveal or trust incidents, cancellation-related issues, or other matters affecting marketplace trust.
The platform operator may classify issues, request clarification, review available records, apply temporary holds or restrictions, and record outcomes.
BHBB USA | Marketplace does not promise to fully adjudicate every monetary dispute to final legal or commercial resolution in Phase 1.

16. Marketplace Administration and Enforcement

The platform operator retains administrative authority over Phase 1 Beta access, workflow discipline, transaction oversight, trust flags, issues, disputes, restrictions, pauses, removals, and reinstatement decisions.
The platform operator may apply notes, warnings, restrictions, pauses, suspensions, downgrades, removals, transaction holds, messaging limitations, reveal limitations, or other reasonable controls where justified.
Administration and enforcement are part of the product architecture and trust model.

17. Data, Documentation, and Privacy

Use of BHBB USA | Marketplace is also governed by the BHBB USA | Marketplace Privacy Policy.
The platform may collect, store, process, and review data necessary for onboarding, compliance review, transaction execution, masked visibility, controlled reveal, dispute handling, payment status tracking, trust control, metrics, reporting, and platform administration.
Affiliates may not copy, scrape, bulk export, repurpose, commercialize, or misuse marketplace data except as expressly permitted by BHBB USA | Marketplace.

18. Confidentiality and Restricted Use

Marketplace information, including masked job data, revealed transaction data, counterparty information, client-related data, pricing or value information, operational patterns, platform logic, and admin communications, may be used only for authorized marketplace purposes.
Affiliates must protect confidential and relationship-sensitive information obtained through BHBB USA | Marketplace.
Information obtained through the marketplace is not a lead list, prospecting tool, or general commercial asset of the affiliate.

19. Intellectual Property and Platform Ownership

BAD HABBIT USA LLC owns or controls the BHBB USA | Marketplace brand, marketplace documentation, operating model, product logic, workflows, user interface concepts, marketplace rules, internal templates, and other proprietary assets created for or by BHBB USA | Marketplace, except for third-party technology or materials expressly owned by others.
Participants may not copy, commercialize, reverse engineer, republish, or use BHBB USA | Marketplace confidential materials, platform logic, documentation, masking/reveal model, or proprietary workflow structure to create or support a competing product or service without written authorization.

20. Third-Party Services

BHBB USA | Marketplace may use third-party services for hosting, storage, email, analytics, payments, identity, document handling, or other operational support.
Use of third-party services may be subject to their terms and privacy practices.
The platform operator will seek to use role-based, controlled, and revocable access for vendors and service providers where feasible.

21. No Guarantee of Availability or Results

BHBB USA | Marketplace is a Phase 1 Beta and may contain limitations, changes, interruptions, or functionality adjustments.
The platform does not guarantee that a posted opportunity will receive engagement, be accepted, be completed, be paid, or generate business results.
The platform does not guarantee uninterrupted availability during the Beta.

22. Limitation of Liability and Affiliate Responsibility

Each affiliate is responsible for its own operations, vehicles, chauffeurs, insurance, compliance, client-facing duties, safety, taxes, permits, and business decisions.
To the maximum extent permitted by law, BAD HABBIT USA LLC is not liable for indirect, incidental, consequential, special, punitive, or lost-profit damages arising from Phase 1 Beta participation.
Nothing in these Terms limits liability where such limitation is prohibited by applicable law.

23. Indemnification

To the extent permitted by law, each affiliate agrees to defend, indemnify, and hold harmless BAD HABBIT USA LLC, its owners, managers, employees, agents, vendors, and representatives from claims, losses, liabilities, damages, costs, or expenses arising from that affiliate's operations, breach of these Terms, unlawful conduct, misuse of marketplace information, white-label breach, client solicitation, nonpayment, dispute conduct, or failure to maintain required insurance, permits, licensing, vehicles, chauffeurs, or compliance records.

24. Suspension, Termination, and Access Changes

The platform operator may modify, restrict, pause, suspend, or terminate access at any time where required to protect marketplace trust, security, legal position, client relationships, data governance, payment discipline, operational quality, beta integrity, or legitimate business interests.

25. Changes to Terms

These Terms may be updated from time to time. Continued access or use after updates means the user or affiliate accepts the updated Terms, unless a separate acknowledgment is required.

26. Governing Law and Venue

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any venue or dispute forum requirements will be determined under applicable law and any separate written agreement between the parties. This section should be finalized by qualified counsel before publication or broad rollout.

Contact

Questions about this document may be directed to BHBB USA | Marketplace, operated by BAD HABBIT USA LLC under the BHBB USA brand, Miami, Florida. Email: [email protected]