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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY SUBMITTING A MEMBERSHIP APPLICATION, ACCEPTING A MEMBERSHIP OFFER, ACCESSING ANY SERVICES, OR OTHERWISE ENGAGING WITH ODYSSEIA CONCIERGE, LLC, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST NOT APPLY FOR OR ACCESS MEMBERSHIP OR SERVICES.

 

1. INTRODUCTION AND PARTIES

These Terms and Conditions of Membership and Services ("Terms") constitute a legally binding agreement between Odysseia Concierge, LLC, a Florida limited liability company with its principal place of business in Miami, Florida, United States ("Odysseia," "we," "us," or "our"), and the individual or entity who has applied for, been accepted into, or is accessing any Membership or Services provided by Odysseia ("Member," "Client," or "you").

Odysseia is an ultra-luxury concierge and lifestyle management company providing bespoke concierge, travel, and lifestyle services to an exclusive clientele of affluent and ultra-high-net-worth individuals and families globally. Odysseia operates as a concierge intermediary and coordinator — facilitating, arranging, sourcing, and managing access to luxury goods, experiences, and services through a network of carefully selected third-party luxury partners, vendors, and service providers ("Third-Party Providers").

These Terms, together with the Membership Agreement, the Privacy Policy, the Cookie Policy, and any applicable Work Orders, Engagement Letters, or Addenda (collectively, the "Agreement"), govern the entirety of the relationship between Odysseia and each Member.

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2. DEFINITIONS

In these Terms, the following definitions apply:

• "Agreement" means these Terms together with the Membership Agreement, Privacy Policy, Cookie Policy, and any applicable Schedules, Addenda, Work Orders, or Engagement Letters issued by Odysseia.

• "Annual Membership Fee" means the recurring annual fee payable by the Member for continued access to Services during each Membership Year, as disclosed to the Member prior to enrollment and prior to each Renewal Date.

• "Bespoke Request" or "Bespoke Service" means any custom concierge engagement, planning service, sourcing task, event coordination, or specialized lifestyle management project executed by Odysseia on behalf of a Member.

• "Confidential Information" means any non-public information relating to a Member's personal affairs, financial matters, travel plans, preferences, lifestyle, family, and all information shared by Odysseia regarding its operations, vendor relationships, and pricing structures.

• "Joining Fee" means the one-time, non-refundable initiation fee payable by the Member upon acceptance of a Membership application, as disclosed prior to acceptance.

• "Member" means an individual or entity that has been accepted by Odysseia into a Membership Tier and whose Membership remains active and in good standing.

• "Membership" means the Member's subscription-based access to Odysseia's Services and benefits at the applicable Membership Tier.

• "Membership Tier" means one of Odysseia's three tiers of membership — as specified in the Membership Agreement — each carrying distinct service access levels, response commitments, and fee structures.

• "Membership Year" means the twelve-month period commencing on the date of Membership activation and each successive anniversary thereof.

• "Renewal Date" means the date on which a Membership automatically renews for a successive Membership Year unless cancelled in accordance with Section 9.

• "Request" means any request placed by a Member with Odysseia for Odysseia to research, recommend, arrange, coordinate, or facilitate the supply of goods and/or services from a Third-Party Provider on the Member's behalf.

• "Retainer" means a fixed monthly or annual fee arrangement under which Odysseia provides dedicated concierge allocation, availability, and prioritized access to a Member, independent of actual usage.

• "Services" means the concierge, lifestyle management, travel coordination, sourcing, planning, and all other services provided by Odysseia to Members, as further described in these Terms.

• "Third-Party Provider" means any independent vendor, supplier, partner, operator, airline, charter company, yacht operator, hotel, restaurant, event organizer, transportation provider, or other third-party entity engaged by Odysseia on a Member's behalf to fulfill a Request.

• "Website" means the website located at www.odysseiaconcierge.com and any associated Member portal, application, or digital platform operated by Odysseia.

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3. MEMBERSHIP APPLICATION AND ACCEPTANCE

3.1  All Membership applications are subject to acceptance by Odysseia in its sole, absolute, and unreviewable discretion. Odysseia reserves the right to accept or decline any application without obligation to provide reasons. All decisions on acceptance are final.

3.2  Odysseia may require applicants to provide identity documentation, complete verification procedures, and undergo compliance, background, or sanctions screening prior to acceptance. Submission of an application does not create any right to or expectation of Membership.

3.3  You represent and warrant that all information provided in connection with your Membership application is true, complete, accurate, and not misleading. This obligation is continuing throughout the term of your Membership. You must promptly notify Odysseia of any material change to information previously provided, including changes to contact details, billing information, authorized users, and residential address.

3.4  Membership is strictly personal to the accepted Member and may not be transferred, assigned, shared, gifted, or sublicensed to any other individual or entity without prior written consent from Odysseia. A Member may authorize a designated personal assistant or spouse to place Requests on the Member's behalf only where expressly confirmed in writing to Odysseia. The Member remains fully responsible for all activity, charges, and obligations arising under the Membership, regardless of who places a Request.

3.5  By requesting that Odysseia commence Services upon payment of the Joining Fee, you expressly acknowledge that Services begin immediately and that you waive any statutory cooling-off or cancellation rights that might otherwise apply during an initial period, to the maximum extent permitted by applicable law.

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4. MEMBERSHIP TIERS AND SERVICES

4.1  Odysseia offers three distinct Membership Tiers, each providing different levels of service access, dedicated concierge support, response time commitments, and annual fee structures. The specific benefits, inclusions, and limitations of each Tier are set forth in the Membership Agreement and any applicable Tier Schedule communicated to the Member at the time of enrollment.

4.2  Odysseia's Services may include, without limitation: luxury travel coordination and itinerary planning; private aviation and aircraft charter arrangements; private yacht sourcing and charter coordination; exclusive restaurant and venue reservations; luxury ground transportation and transfer arrangements; bespoke event planning and coordination; VIP access procurement; luxury goods sourcing and gifting services; lifestyle management support; relocation and property services coordination; personal shopping and fashion assistance; wellness and medical concierge coordination; and any other concierge or lifestyle management services agreed between Odysseia and the Member.

4.3  Service availability and scope are subject to change. Odysseia reserves the right to modify, expand, or discontinue specific services or benefits at any Membership Tier with reasonable advance notice to affected Members. No specific service or experience shall be guaranteed unless expressly confirmed in writing by Odysseia in a Work Order or Engagement Letter.

4.4  Services are subject to the availability, terms, and conditions of the relevant Third-Party Providers. Odysseia does not guarantee the availability of any specific third-party experience, property, aircraft, vessel, or service, and shall have no liability where a Third-Party Provider is unable to fulfill a confirmed or anticipated Request.

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5. FEES, PAYMENT, AND BILLING

5.1  Joining Fee. An applicable Joining Fee, the amount of which shall be disclosed to the Member prior to acceptance of the Membership application, is payable in full upon acceptance. The Joining Fee is non-refundable under all circumstances, including cancellation, termination, or non-use of Services.

5.2  Annual Membership Fees. The Annual Membership Fee for the first Membership Year is disclosed to the Member prior to enrollment. Fees for subsequent Membership Years will be communicated to Members in advance of the applicable Renewal Date. Odysseia reserves the right to adjust Annual Membership Fees for any renewal term, including by offering upgraded Tier pricing or enhanced fee structures, provided advance written notice is given.

5.3  Retainer Fees. Where a Member elects or agrees to a Retainer arrangement, the Retainer Fee compensates Odysseia for its availability, dedicated concierge allocation, priority access, and ongoing relationship management. Retainer Fees are non-refundable and are not contingent on the volume or frequency of Requests placed. Unused availability does not give rise to any credit, refund, or carry-forward right.

5.4  Third-Party Costs. The costs of goods, services, reservations, bookings, travel, and experiences arranged through Third-Party Providers are separate from and in addition to Membership Fees and Retainers. Such costs are invoiced to and borne solely by the Member. Odysseia shall not advance third-party costs without prior Member authorization and may require a pre-payment or credit authorization prior to committing to any booking on the Member's behalf.

5.5  Service Fees for Bespoke Requests. Odysseia may charge additional service or coordination fees for Bespoke Requests requiring significant research, planning, vendor management, or coordination effort. Such fees shall be disclosed and agreed prior to commencement of work.

5.6  Payment Methods. All fees are payable by such methods as Odysseia designates from time to time, including wire transfer, credit card, or such other methods as agreed in writing. The Member authorizes Odysseia to charge the payment method on file for all amounts due under this Agreement, including recurring Annual Membership Fees upon auto-renewal.

5.7  Late Payments. Amounts not paid when due may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. Odysseia reserves the right to suspend Services pending payment of overdue amounts.

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6. AUTOMATIC RENEWAL — IMPORTANT DISCLOSURE

PLEASE READ THIS SECTION CAREFULLY. YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW.

6.1  Auto-Renewal. Unless cancelled in accordance with Section 9, your Membership will automatically renew at the end of each Membership Year for a successive annual term at the then-current Annual Membership Fee for your Membership Tier. The Annual Membership Fee for the renewal term will be charged to your payment method on file on or around the Renewal Date.

6.2  Renewal Notice. Odysseia will provide written notice of the upcoming renewal and the applicable fee no fewer than thirty (30) days and no more than sixty (60) days prior to the Renewal Date, in accordance with Florida Statutes § 501.165 and applicable federal requirements.

6.3  Cancellation to Avoid Renewal. To avoid automatic renewal, you must provide written notice of cancellation to Odysseia no fewer than thirty (30) calendar days prior to your Renewal Date. Notice must be submitted in accordance with Section 9 of these Terms. Cancellation notices received after the 30-day window will take effect at the conclusion of the then-current renewal term, and no refund of the renewed Annual Membership Fee will be issued.

6.4  Price Changes. Odysseia reserves the right to modify Annual Membership Fees, introduce tiered pricing upgrades, or adjust fee structures for any renewal term. Advance written notice of any fee change will be provided prior to the Renewal Date, and continued enrollment after receipt of such notice shall constitute acceptance of the revised fees.

6.5  Compliance. This auto-renewal provision is structured in compliance with Florida Statutes § 501.165 (Automatic Renewal of Service Contracts) and the Federal Trade Commission's Negative Option Rule. The foregoing disclosures are presented clearly and conspicuously, and by enrolling you expressly acknowledge this auto-renewal feature.

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7. REQUESTS, COORDINATION, AND THIRD-PARTY SERVICES

7.1  Intermediary Role. Odysseia acts solely as a concierge intermediary, coordinator, and facilitator. When arranging goods or services from Third-Party Providers, Odysseia acts as the Member's agent and not as a principal supplier, operator, carrier, or provider. The contractual relationship for any goods or services supplied by a Third-Party Provider is between the Member and that Third-Party Provider, and is subject to such Third-Party Provider's own terms, conditions, cancellation policies, and applicable laws.

7.2  Request Placement. Requests may be placed via Odysseia's designated communication channels as specified in the Membership Agreement. The Member must provide clear, accurate, and complete information for each Request. Odysseia shall use reasonable efforts to fulfill Requests in a timely and professional manner, subject to the availability of Third-Party Providers and any constraints outside Odysseia's control.

7.3  Confirmation. No Request shall be considered confirmed until Odysseia provides written confirmation to the Member. Odysseia shall not be liable for any loss, cost, or inconvenience arising from the Member's assumption that a Request has been confirmed in the absence of such written confirmation.

7.4  Third-Party Terms. The Member acknowledges that Third-Party Providers operate under their own terms and conditions, cancellation policies, and legal obligations, and agrees to be bound by such terms in respect of services arranged on their behalf. Odysseia shall use reasonable efforts to communicate relevant Third-Party Provider terms to Members but makes no warranty regarding the completeness or currency of such information.

7.5  Commission and Preferred Partner Relationships. Odysseia maintains preferred partner relationships and commercial arrangements with certain Third-Party Providers, which may include commissions, referral fees, preferred-partner benefits, or other consideration. Such arrangements do not affect the Member's entitlement to the best available service and do not constitute a conflict of interest. Members may request disclosure of any such arrangements.

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8. PRIVATE AVIATION AND YACHT ARRANGEMENTS

8.1  Aviation Coordination. Where Odysseia arranges private aviation services on a Member's behalf, Odysseia acts solely as a concierge coordinator facilitating access to FAA-certificated, EASA-approved, or otherwise duly licensed air operators. Odysseia is not an air carrier, air charter broker holding FAA Part 295 authority, or aircraft operator. All aviation services are governed by the operator's own terms, conditions of carriage, and applicable aviation regulations.

8.2  Yacht and Maritime Coordination. Where Odysseia coordinates yacht charter, vessel hire, or maritime experiences, Odysseia acts solely as an intermediary. Odysseia is not a vessel owner, operator, or maritime carrier. All maritime arrangements are governed by the applicable charter party agreement and the terms of the vessel operator.

8.3  Regulatory Disclaimer. Neither aviation nor maritime arrangements constitute the provision of regulated transportation services by Odysseia. Any regulatory obligations with respect to air carriage or maritime services rest exclusively with the applicable Third-Party operator. The Member is solely responsible for ensuring compliance with all applicable entry, travel, and documentation requirements.

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9. MEMBERSHIP CANCELLATION AND TERMINATION

9.1  Cancellation by Member. A Member may cancel their Membership by providing written notice to Odysseia no fewer than thirty (30) calendar days prior to the Renewal Date. Cancellation shall take effect at the end of the then-current Membership Year. No pro-rata or partial refund of the Annual Membership Fee shall be issued for cancellation mid-term.

9.2  Cancellation Notice Method. Cancellation notices must be submitted in writing to Odysseia's designated contact address as specified on the Website or in the Membership Agreement. Oral cancellations are not effective. Odysseia will confirm receipt of cancellation notices in writing within five (5) business days.

9.3  Termination by Odysseia. Odysseia reserves the right to suspend or terminate a Membership immediately, or upon notice, for any of the following reasons: (a) breach of these Terms or the Membership Agreement; (b) provision of false, misleading, or inaccurate information; (c) conduct that Odysseia reasonably considers to be abusive, threatening, or damaging to Odysseia, its employees, its Members, or its Third-Party Providers; (d) failure to pay amounts due; (e) conduct that brings Odysseia into disrepute; (f) violation of applicable law; or (g) any other ground that Odysseia in its discretion considers material.

9.4  Effect of Termination. Upon termination or expiry of a Membership: (a) all access to Services shall cease immediately; (b) all outstanding amounts due to Odysseia shall become immediately payable; (c) Odysseia shall fulfill any Requests already confirmed and paid prior to the termination date, subject to feasibility; and (d) all confidentiality and non-disparagement obligations shall survive.

9.5  No Refund on Termination for Cause. Where Odysseia terminates a Membership for cause under Section 9.3, no refund of the Joining Fee, Annual Membership Fee, or Retainer Fee shall be due.

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10. REFUNDS AND CANCELLATION FEES

10.1  Non-Refundable Fees. The Joining Fee, Annual Membership Fee, and Retainer Fees are non-refundable in all circumstances once the Membership has been activated, the membership period has commenced, or the Retainer period has begun, as applicable. Membership Fees are consideration for access and availability, not guaranteed usage.

10.2  Third-Party Booking Cancellations. Cancellations of third-party bookings and reservations (including travel, accommodation, aviation, yacht, dining, and events) are subject to the cancellation and refund policies of the applicable Third-Party Provider. Odysseia shall use reasonable efforts to communicate applicable cancellation terms prior to confirmation of any booking. Where a Third-Party Provider imposes cancellation penalties, such penalties are borne entirely by the Member.

10.3  Bespoke Request Work. Bespoke sourcing, event planning, research, itinerary design, or custom coordination work becomes non-refundable once Odysseia has commenced work on the Member's behalf or has incurred third-party costs or commitments in furtherance of the Request. A partial refund may be considered at Odysseia's sole discretion to the extent no costs have been incurred.

10.4  Cancellation Fees. Odysseia reserves the right to charge cancellation, handling, or administrative fees in connection with: (a) last-minute cancellations of confirmed Requests; (b) urgent or same-day coordination work that cannot be reversed; (c) deposits or costs paid to Third-Party Providers that are non-recoverable; and (d) any vendor cancellation penalties absorbed by Odysseia on the Member's behalf. The applicable fee shall be disclosed and, where possible, agreed prior to commitment.

10.5  Force Majeure. No refund obligation arises from the cancellation, disruption, or non-fulfilment of Services caused by Force Majeure Events (as defined in Section 21).

10.6  Statutory Rights. Nothing in this Section shall limit or exclude any refund or cancellation rights which cannot lawfully be waived under the mandatory consumer protection laws of the Member's jurisdiction.

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11. INTELLECTUAL PROPERTY

11.1  All content on the Website and in Odysseia's materials, including but not limited to text, design, graphics, photographs, videos, logos, trademarks, service marks, trade names, and editorial content (collectively, "Odysseia IP"), is the exclusive property of Odysseia Concierge, LLC or its licensors and is protected by United States and international copyright, trademark, and intellectual property laws.

11.2  Members are granted a limited, non-exclusive, non-transferable, revocable license to access and use Odysseia IP solely for their personal use in connection with their Membership. No other use is permitted without Odysseia's prior written consent.

11.3  Members may not reproduce, distribute, modify, create derivative works from, publicly display, transmit, or commercially exploit any Odysseia IP without express written authorization. Unauthorized use may result in termination of Membership and legal action.

11.4  Any materials, itineraries, proposals, plans, or creative works produced by Odysseia specifically for a Member as part of a Bespoke Service remain the intellectual property of Odysseia until full payment has been received, at which point a limited license for personal use by the Member is granted.

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12. CONFIDENTIALITY AND DISCRETION

12.1  Mutual Confidentiality. Both parties acknowledge the sensitive nature of information shared in connection with the performance of luxury concierge services. Odysseia agrees to treat all Member Confidential Information with the utmost discretion and shall not disclose such information to any third party except: (a) to Third-Party Providers to the extent necessary to fulfill a Request; (b) to professional advisors bound by confidentiality; (c) as required by applicable law or legal process; or (d) with the Member's express prior written consent.

12.2  Member Confidentiality. The Member agrees to treat as confidential all non-public information received from Odysseia, including pricing structures, vendor relationships, proprietary methodologies, and information relating to other Members (if any inadvertently disclosed). This obligation survives the termination or expiry of the Membership.

12.3  Data Handling. The collection, use, and protection of personal data is governed by Odysseia's Privacy Policy, which is incorporated herein by reference. By enrolling, the Member consents to the processing of their personal data as described in the Privacy Policy.

12.4  Staff Confidentiality. Odysseia's concierge team, employees, and subcontractors handling Member accounts are bound by professional confidentiality obligations commensurate with the luxury industry standard. Odysseia maintains internal data security and access controls to safeguard Member information.

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13. NON-DISPARAGEMENT

13.1  Member Non-Disparagement. As a condition of Membership, each Member agrees that they shall not make, publish, post, broadcast, or cause to be made any disparaging, defamatory, harmful, false, or misleading statements about Odysseia, its officers, employees, concierge team, affiliated partners, or other Members (whether publicly or privately, and whether on social media, review platforms, public forums, or any other medium), during and after the term of their Membership.

13.2  Odysseia Non-Disparagement. Odysseia similarly agrees not to make disparaging public statements about Members, subject to Odysseia's right to enforce its legal rights, respond to legal proceedings, and comply with applicable law.

13.3  Violations. Breach of this Section 13 by the Member may result in immediate termination of Membership without refund and may give rise to a claim for damages.

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14. DISCLAIMER OF WARRANTIES

14.1  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ODYSSEIA PROVIDES ALL SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. ODYSSEIA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.2  ODYSSEIA DOES NOT WARRANT THAT: (A) ANY SERVICE, EXPERIENCE, BOOKING, OR REQUEST WILL BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, OR FULFILLED TO ANY PARTICULAR STANDARD; (B) ANY THIRD-PARTY PROVIDER WILL DELIVER SERVICES OF ANY SPECIFIC QUALITY, STANDARD, OR OUTCOME; OR (C) THE WEBSITE OR ANY MEMBER PORTAL WILL BE FREE FROM ERRORS, VIRUSES, OR SECURITY VULNERABILITIES.

14.3  RECOMMENDATIONS, SUGGESTIONS, AND PROPOSALS PROVIDED BY ODYSSEIA ARE BASED ON INFORMATION AVAILABLE AT THE TIME OF PREPARATION AND ARE PROVIDED IN GOOD FAITH. ODYSSEIA MAKES NO REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, OR CONTINUED ACCURACY OF ANY SUCH RECOMMENDATION.

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15. LIMITATION OF LIABILITY

15.1  EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ODYSSEIA AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, PARTNERS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PERSONAL INJURY (CAUSED BY THIRD-PARTY PROVIDERS), OR ANY OTHER INTANGIBLE LOSS, HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

15.2  CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ODYSSEIA'S TOTAL AGGREGATE LIABILITY TO ANY MEMBER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE MEMBERSHIP, OR THE SERVICES SHALL NOT EXCEED THE TOTAL ANNUAL MEMBERSHIP FEES ACTUALLY PAID BY THAT MEMBER TO ODYSSEIA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES TO ALL THEORIES OF LIABILITY IN THE AGGREGATE.

15.3  Third-Party Liability. Odysseia shall have no liability whatsoever for: (a) the acts, omissions, negligence, fraud, or misconduct of any Third-Party Provider; (b) the quality, safety, fitness, or availability of any third-party product or service; (c) cancellations, delays, or failures by Third-Party Providers; or (d) personal injury, property damage, or any other loss occurring during the provision of services by a Third-Party Provider. The Member's recourse for Third-Party Provider failures lies directly against such Third-Party Provider.

15.4  Exceptions. Nothing in these Terms shall exclude or limit liability for: (a) death or personal injury caused by Odysseia's own negligence; (b) fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.

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16. INDEMNIFICATION

16.1  The Member agrees to defend, indemnify, and hold harmless Odysseia, its officers, directors, employees, agents, concierge team, and Third-Party Providers from and against any and all claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to: (a) the Member's breach of these Terms or any Membership Agreement; (b) the Member's misrepresentation or provision of false, inaccurate, or misleading information; (c) the Member's violation of any applicable law, regulation, or third-party right; (d) the Member's conduct during any service arranged by Odysseia, including conduct toward Third-Party Providers or their staff; or (e) any claim by a third party arising from the Member's use of or access to Services.

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17. TRAVEL, HEALTH, AND SAFETY ACKNOWLEDGMENTS

17.1  The Member acknowledges that luxury travel, adventure experiences, private aviation, maritime activities, and bespoke experiences may carry inherent risks. By requesting the arrangement of any such experience, the Member assumes all associated risks to the extent permitted by applicable law.

17.2  Insurance. Odysseia strongly recommends that all Members maintain comprehensive travel insurance, trip cancellation insurance, and any other insurance appropriate to the activities and experiences arranged through Odysseia. Odysseia shall not be responsible for costs arising from illness, injury, cancellation, delay, loss of property, or any other unforeseen event during travel or experiences arranged on the Member's behalf.

17.3  Documentation. The Member is solely responsible for ensuring that they hold valid passports, visas, health documentation, and any other travel or entry requirements for all destinations visited or services accessed. Odysseia may provide general guidance but assumes no responsibility for the accuracy or completeness of such guidance.

17.4  Third-Party Safety Policies. The Member agrees to comply with all safety policies, operational requirements, and instructions issued by Third-Party Providers during the delivery of any service. Odysseia accepts no liability for consequences arising from the Member's failure to comply.

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18. MEMBER CONDUCT AND PROHIBITED ACTIVITIES

18.1  The Member agrees to: (a) engage with Odysseia's team courteously and professionally at all times; (b) provide accurate, complete, and truthful information in connection with all Requests; (c) comply with the terms of all Third-Party Providers engaged on their behalf; and (d) honour all financial commitments made through Odysseia.

18.2  The Member shall not: (a) use Membership for any unlawful, fraudulent, or abusive purpose; (b) place Requests for goods, services, or activities that are illegal in any relevant jurisdiction; (c) attempt to circumvent Odysseia's systems, processes, or vendor relationships; (d) engage in harassment, threats, or abusive conduct toward Odysseia personnel or Third-Party Provider staff; (e) share Membership access credentials or benefits with unauthorized individuals; or (f) use Odysseia's Services for commercial resale or unauthorized commercial purposes.

18.3  Odysseia reserves the right to decline any Request that it determines, in its reasonable discretion, to be unlawful, unethical, unreasonably risky, or contrary to Odysseia's values or operational policies, without liability to the Member.

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19. MODIFICATIONS TO TERMS AND SERVICES

19.1  Odysseia reserves the right to modify these Terms, the scope of Services, Membership Tier benefits, and pricing structures at any time. Material changes to these Terms will be communicated to Members by written notice no fewer than thirty (30) calendar days prior to the effective date of the change.

19.2  A Member's continued use of Membership or Services after the effective date of any modification shall constitute acceptance of the revised Terms. If a Member does not accept the revised Terms, they may cancel their Membership prior to the effective date of the change in accordance with Section 9, and no cancellation fee shall apply in such circumstances.

19.3  Odysseia may make non-material administrative amendments to these Terms without prior notice.

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20. PRIVACY AND DATA PROTECTION

20.1  Odysseia's collection, use, retention, and disclosure of personal data is governed by its Privacy Policy, available on the Website and incorporated into this Agreement by reference. By enrolling as a Member, you acknowledge that you have read and understood Odysseia's Privacy Policy.

20.2  Odysseia collects personal data, including sensitive lifestyle, preference, and travel data, solely for the purpose of delivering Membership Services, personalizing the concierge experience, and fulfilling Requests. Such data shall not be sold to third parties.

20.3  International Data Transfers. For Members resident outside the United States, personal data may be transferred to and processed in the United States and other jurisdictions. Odysseia maintains appropriate safeguards for such transfers in compliance with applicable data protection laws.

20.4  Data Breach Notification. In the event of a breach of security involving personal information of a Florida resident, Odysseia shall provide notice of such breach to the affected individual in accordance with Florida Statutes §501.171 (Florida Information Protection Act). Notice will be provided in the most expedient manner possible and without unreasonable delay, and in no event later than thirty (30) calendar days after Odysseia determines that a breach of security has occurred, unless a law enforcement agency determines that notification will impede a criminal investigation. Notice shall be provided by written mail, email, or, where Odysseia must notify more than 500,000 individuals or where the cost of individual notification would exceed $250,000, by conspicuous posting on the Website and notification to major statewide media, as permitted by applicable law. Odysseia shall also notify the Florida Department of Legal Affairs where a breach affects 500 or more Florida residents.

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21. FORCE MAJEURE

21.1  Odysseia shall not be in breach of these Terms, and shall not be liable for any failure or delay in performing its obligations, where such failure or delay results from a Force Majeure Event. A "Force Majeure Event" means any event, circumstance, or cause beyond Odysseia's reasonable control, including without limitation: acts of God; natural disasters; extreme weather events; pandemic, epidemic, or public health emergency; war; terrorism; civil unrest; governmental orders, sanctions, or travel restrictions; cyberattacks or infrastructure failures; industrial disputes; and the inability or failure of Third-Party Providers to perform due to any of the foregoing.

21.2  Upon the occurrence of a Force Majeure Event, Odysseia shall: (a) notify the Member as promptly as reasonably practicable; (b) use reasonable efforts to mitigate the impact on the Member's Services; and (c) resume performance as soon as reasonably practicable following resolution of the Force Majeure Event.

21.3  A Member shall have no right to a refund of Membership Fees, Retainer Fees, or Joining Fees by reason of a Force Majeure Event. Third-party costs subject to Force Majeure will be handled in accordance with the applicable Third-Party Provider's own force majeure and cancellation policies.

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22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1  Governing Law. These Terms, the Membership Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict-of-laws provisions.

22.2  Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Membership, or the Services, including disputes regarding their existence, validity, breach, or termination, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be Miami-Dade County, Florida. The language of arbitration shall be English. The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

22.3  Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.

22.4  Small Claims Exception. Notwithstanding Section 22.2, either party may bring a qualifying claim in a small claims court of competent jurisdiction.

22.5  Injunctive Relief. Nothing in this Section 22 shall prevent either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

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23. GENERAL PROVISIONS

23.1  Entire Agreement. These Terms, together with the Membership Agreement and all incorporated documents, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, representations, warranties, and understandings of any kind.

23.2  Severability. If any provision of these Terms is found by a competent authority to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

23.3  Waiver. No failure or delay by Odysseia in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any further exercise of that or any other right or remedy.

23.4  Assignment. Odysseia may assign, novate, or transfer its rights and obligations under these Terms to any successor entity or acquirer of all or substantially all of Odysseia's business assets without prior notice to the Member. The Member may not assign any rights or obligations under these Terms without Odysseia's prior written consent.

23.5  Notices. All formal notices under these Terms shall be in writing and sent by email to the Member's email address on file, and to Odysseia at the designated contact address specified on the Website. Notices are deemed received upon confirmed delivery.

23.6  Third-Party Rights. These Terms do not confer any rights or remedies upon any third party, except as expressly provided herein. Third-Party Providers are not beneficiaries of these Terms.

23.7  Independent Contractor. Odysseia is an independent contractor and nothing in these Terms shall create or imply any partnership, joint venture, employment, agency (except as expressly set out in Section 7.1), or fiduciary relationship between the parties.

23.8  Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

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24. REGULATORY AND COMPLIANCE DISCLOSURES

24.1  Seller of Travel. Odysseia does not hold funds in trust on behalf of Members as a registered seller of travel. Where travel payments are processed through Odysseia, such arrangements shall be explicitly disclosed and, where required by applicable law, appropriate protections shall be implemented. Members are advised to verify applicable travel protection mechanisms where funds are disbursed in advance. For the avoidance of doubt, client payments for third-party goods and services are made directly to the relevant Third-Party Provider; Odysseia does not collect, hold, pool, or act as a depository for client funds on behalf of Third-Party Providers, and is not a registered seller of travel under Florida Statutes §559.927. Odysseia’s role is limited to concierge coordination and facilitation as the Member’s agent, and all financial exposure to third-party costs rests solely with the Member.

24.2  Anti-Money Laundering. Odysseia complies with applicable anti-money laundering ("AML") and know-your-customer ("KYC") obligations under U.S. federal and applicable state law, including FinCEN guidance applicable to high-value service providers. Odysseia reserves the right to conduct identity verification, request source-of-funds documentation, and decline or terminate Services where AML or KYC concerns arise.

24.3  Sanctions Compliance. Odysseia will not provide Services to individuals or entities designated on U.S. OFAC Specially Designated Nationals lists, EU or UN sanctions lists, or any other applicable sanctions register. Provision of false identity information to circumvent sanctions obligations is grounds for immediate termination and may result in referral to authorities.

24.4  No Travel Agency License. Odysseia does not act as a licensed travel agency for the purposes of booking, holding, or managing travel funds as a travel seller under Florida Statutes § 559.927. Where Odysseia facilitates travel arrangements, it does so as a concierge coordinator and agent of the Member, with funds flowing directly from Member to Third-Party Providers.

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25. CONTACT INFORMATION AND EFFECTIVE DATE

25.1  These Terms are effective as of June 1, 2026, and apply to all Memberships active on or after that date.

25.2  Questions, concerns, or correspondence regarding these Terms should be directed to:

 

Odysseia Concierge, LLC

Registered Address: 325 South Biscayne Blvd

City, State, ZIP: Miami, FL, 33131

Registered Agent: Anastasia Ohliger

Website: www.odysseiaconcierge.com

 

25.3  Odysseia is committed to the protection of Members' interests and to maintaining the highest standards of luxury concierge service. We welcome any questions or concerns regarding these Terms and are pleased to discuss them with prospective and active Members.

 

© 2026 Odysseia Concierge, LLC. All Rights Reserved. Unauthorized reproduction or distribution of these Terms is strictly prohibited.