Legal

Bonfiire Venue Partner Agreement

Last Updated: March 10, 2026

This Venue Partner Agreement (“Agreement”) is entered into between Bizly, Inc., a Delaware corporation (“Company”), and you, the venue operator (“you” or “Venue Partner”). This Agreement governs your use of the Bonfiire platform to create and manage event packages, and how customers book and pay for events at your venue. Each confirmed booking will be governed by the Standard Event Booking Agreement (the “Event Booking Agreement”), which is incorporated by reference. By accepting this Agreement, you acknowledge that you have reviewed the Event Booking Agreement and agree to comply with and be bound by its terms for each confirmed booking made through the Platform. The Company may update the Event Booking Agreement from time to time with thirty (30) days’ notice; your continued use of the Platform after such notice constitutes acceptance of the updated terms.

1. Your Listing

You may create event Packages on the Bonfiire platform by bundling your venue space, food and beverage services, technology, and guest experiences at a per-person price. You retain complete control over (a) your base pricing, including all taxes, fees, and gratuities; (b) your cancellation policy, which will be displayed to customers at the time of booking; and (c) your availability calendar and response times to booking requests.

You understand that the Company adds its own Platform Fees on top of your listed rate. You will receive 100% of your listed price; the Company’s fees and Dynamic Pricing adjustments are applied only to the Company’s portion and will not be visible to you. The total customer price may differ from your listed rate due to the Company’s markup.

The specific bundled configuration of your Package created through the Platform constitutes Company intellectual property, though your underlying services, descriptions, and materials remain yours. You grant the Company a perpetual, royalty-free license to use your photos, service descriptions, logos, and other materials for operation and promotion of the Platform, including distribution through third-party channels and affiliates.

You agree to maintain accurate, current information in your listing and respond to booking requests promptly. The Company may suspend or remove your listing if information becomes outdated, availability is misrepresented, or you fail to respond to time-sensitive requests.

2. Bookings and Payment

Customers may book through the Platform via Request to Book (you confirm or decline) or Instant Book (if you enable this feature). Each confirmed booking is governed by the Event Booking Agreement, and you are obligated to comply with all of its terms, including cancellation, headcount, force majeure, confidentiality, and data handling provisions. The Company acts as the merchant of record and collects payment from the customer.

You will receive payment via a single-use virtual credit card issued by the Company. The virtual card is generated once the initial cancellation window (per your policy) has expired. You receive 100% of your listed rate with no processing fees or holdbacks. The Company reserves the right to introduce processing fees or platform fees for Venue Partners in the future with at least 30 days’ written notice; your continued use of the Platform after such notice constitutes acceptance.

If a customer cancels within your stated cancellation policy, you do not charge the virtual card. If a customer cancels outside your policy, you may charge the virtual card in accordance with your stated cancellation policy. Order modifications requested by customers are processed through the Platform with billing adjustments applied proportionally.

You are obligated to honor all confirmed bookings on the dates and terms specified. Venue cancellation or non-performance may result in financial penalties, suspension from the Platform, or permanent removal from the listings.

3. Platform Integrity

You agree not to circumvent the Platform with customers discovered through Bonfiire. Prohibited conduct includes: (a) providing direct contact information to customers to bypass Platform bookings; (b) accepting direct bookings outside the Platform; (c) redirecting customers to your own website or booking channels; and (d) offering off-platform discounts or alternate pricing to incentivize bypassing the Platform.

Violation of this obligation will result in liquidated damages of 150% of the Platform Fee that would have been earned on that transaction. This disintermediation obligation survives for 24 months following your last interaction with any customer originated through the Platform. The Company may audit your compliance and may pursue legal remedies for violations.

You may not replicate the identical bundled Package configuration on competing platforms without Company consent; however, your individual services and offerings may be listed separately elsewhere.

4. Quality and Compliance

You must maintain a professional standard of service, facility quality, and guest experience. You are solely responsible for compliance with all applicable federal, state, and local laws, including health and safety regulations, accessibility requirements, liquor licensing, and any event-specific permits.

You must respond promptly to guest complaints or service issues. You must maintain comprehensive insurance coverage: (a) a minimum of $1 million in commercial general liability insurance; (b) liquor liability insurance if you serve alcoholic beverages; (c) workers’ compensation insurance as required by law; and (d) property insurance for your venue. You will provide proof of insurance to the Company upon request.

5. Data and Reviews

The Company will share customer contact information with you only for the purpose of fulfilling confirmed bookings. You agree not to use this information for marketing, retain it beyond the booking period, or share it with third parties. You acknowledge that all transaction data, analytics, pricing methodology, and fee structures are proprietary to the Company and treated as confidential.

You will participate in the Company’s review and rating system. You agree not to manipulate, fabricate, or suppress reviews; solicit false reviews; or retaliate against customers for negative feedback. The Company’s pricing algorithms and fee calculations are confidential and will not be disclosed to you.

6. Liability and Indemnification

You indemnify, defend, and hold harmless the Company from any claims, damages, or losses arising from (a) the quality, safety, or performance of your services; (b) your negligence or willful misconduct; (c) your breach of any law or regulation; (d) guest injuries, illnesses, or property damage occurring at your venue; or (e) your breach of this Agreement.

The Company’s total liability to you is capped at the total amount paid to you in the preceding 12 months. The Company will not be liable for any indirect, incidental, consequential, special, or punitive damages. The Platform is provided “as is” without warranties of any kind.

7. Term and Termination

This Agreement becomes effective upon your acceptance and continues indefinitely unless terminated. You may terminate with 30 days’ written notice but must continue to honor all outstanding confirmed bookings. The Company may terminate this Agreement at any time for cause (including fraud, safety violations, disintermediation, or material breach) with immediate effect, or without cause with 30 days’ notice.

Upon termination, the following provisions survive: your indemnification obligations, the disintermediation restriction, the Company’s use of your intellectual property, data ownership, liability limitations, and dispute resolution procedures.

8. General Provisions

This Agreement is governed by the laws of Delaware, without regard to conflicts of law principles. Any dispute arising from this Agreement will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the seat of arbitration in New York, New York. The Company may seek injunctive relief in court for breaches involving intellectual property or disintermediation without waiving arbitration.

The Company may modify this Agreement by providing 30 days’ notice. Your continued use of the Platform after such notice constitutes acceptance of the modified terms. You are an independent contractor and are not an employee, agent, partner, or affiliate of the Company. The Company may freely assign its rights and obligations; you may not assign this Agreement without the Company’s prior written consent.

Electronic Acceptance

By clicking “I Agree,” checking an acceptance box, or otherwise electronically accepting this Agreement through the Platform, you acknowledge that you have read, understood, and agree to be bound by all terms of this Agreement and the Event Booking Agreement incorporated herein. Your electronic acceptance constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law. The Company will maintain a record of your acceptance, including the date, time, and account associated with your acceptance.

Bizly, Inc. | 624 University Ave, Palo Alto, CA 94301

legal@bonfiire.com | www.bonfiire.com