Bizly Venue Partner Agreement

You may create event Packages on the 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 The Company may suspend or remove your listing if information becomes outdated, availability is misrepresented, or you fail to respond to time-sensitive requests.

As part of your listing, you are required to provide complete and accurate tax information applicable to transactions processed through the Platform at your venue. This includes, without limitation, all applicable sales taxes, local taxes, occupancy taxes, and any other jurisdiction-specific taxes or levies that apply to the services you offer (collectively, “Tax Information”).

Accuracy and Currency of Tax Information. You represent and warrant that all Tax Information you submit is accurate, complete, and current as of the date of submission. You are solely responsible for ensuring that your Tax Information reflects any changes in applicable tax laws, rates, or requirements in your jurisdiction. You agree to promptly update your Tax Information on the Platform whenever any applicable tax rate, category, or requirement changes, and in no event later than the effective date of such change.

Liability for Tax Errors. You assume full liability for any tax underpayments, penalties, interest, fines, or other assessments arising from inaccurate, incomplete, or outdated Tax Information provided by you. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) any inaccuracy or omission in the Tax Information you provide; (b) your failure to timely update Tax Information; (c) any tax liability, penalty, or audit arising from transactions processed using your Tax Information; or (d) any third-party claim, including claims by taxing authorities, related to the taxes applicable to your venue’s services.

No Tax Advice. The Company does not provide tax advice and makes no representations regarding the accuracy or completeness of any tax guidance, tools, or prompts provided on the Platform. You are solely responsible for consulting qualified tax professionals to determine the correct Tax Information for your venue and jurisdiction. The Company’s collection and display of Tax Information on the Platform does not constitute an endorsement or verification of its accuracy.

Audit Cooperation. In the event of any tax audit, inquiry, or proceeding relating to transactions processed through the Platform, you agree to cooperate fully and promptly with the Company and any relevant taxing authorities, and to provide all documentation, records, and information reasonably requested.

Unlike Packages, the ability for Customers to submit a Custom Request is enabled automatically on your venue’s page as part of your participation on the Platform, regardless of whether you have published any Packages. To disable Custom Requests for your venue, you must contact the Company directly; there is no self-service option to do so.

To remain listed on the Platform, you must at all times have either Custom Requests enabled or at least one published Package. The Company may suspend or remove your listing if you have neither.

In addition to Packages, Customers may submit a custom request for services at your venue that falls outside your published Package configurations (a “Custom Request”), including a request for a block of guest rooms for a Customer’s event (a “Room Block”). You may review, decline, or respond to a Custom Request with your own pricing, terms, and availability directly to the Customer through the Platform’s messaging tools.

If you and a Customer reach agreement on a Custom Request, payment for that booking is made directly between you and the Customer, on whatever terms and through whatever payment method you instruct the Customer to use. The Company is not the merchant of record for Custom Request bookings, does not process, hold, or have visibility into that payment, and is not a party to the payment transaction between you and the Customer. See Section 2A for additional terms governing Custom Request payments, including Commission.

Commission. The Company does not charge a commission on Packages; the Company’s compensation on Package bookings is limited to the Platform Fees described in Section 1. For Custom Requests, however, the Company may charge you a commission on the confirmed booking value (“Commission”):

(a) Commission is charged on every confirmed Room Block, at the rate you specify on your proposal in response to that Custom Request. The rate stated on your accepted proposal governs that Room Block.

(b) For all other Custom Requests, the Company may designate a specific Custom Request as requiring Commission, at its discretion and on a case-by-case basis. Where the Company does so, you must check the applicable box on your proposal response through the Platform, agreeing to Commission, before submitting that proposal. Absent such a designation, no Commission applies to that Custom Request.

Customers may submit requests to book Packages through the Platform via Request to Book (you confirm or decline). The Company may introduce an Instant Book option in the future; Instant Book is not currently available on the Platform. 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.

Section 2 above governs payment for Package bookings only. For Custom Requests, you are solely responsible for invoicing, collecting, and processing payment directly from the Customer, and for complying with all applicable laws relating to that collection (including payment card industry standards, if applicable, and consumer protection and refund laws in the Customer’s jurisdiction). The Company is not responsible for any payment dispute, chargeback, refund, or non-payment arising from a Custom Request transaction, and you agree to indemnify the Company for any claim arising from your collection of payment under this Section 2A, consistent with Section 6.

Where Commission applies under Section 1B, you agree to upload the final spend invoice for the applicable event to the Platform within 30 days of the event. The Company has engaged Onyx CenterSource (the “Collection Agent”) to collect Commission on the Company’s behalf. Upon the Company’s or the Collection Agent’s review of your uploaded invoice, you agree to pay the Commission owed to the Collection Agent within 15 days of the Collection Agent’s invoice or demand for payment, referencing the Company’s IATA number (33-7 4226-2) on your payment so it is properly credited to the Company’s account; payment to the Collection Agent in accordance with its instructions satisfies your Commission obligation to the Company under this Section 2A. The Company may audit your booking records, including uploaded invoices, to verify the accuracy of reported Custom Request and Room Block values.

You agree not to circumvent the Platform with customers discovered through the Platform. 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.

For clarity, collecting direct payment from a Customer for a confirmed Custom Request in accordance with Section 1B and Section 2A does not constitute prohibited conduct under this Section 3. This exception is limited to the specific Custom Request booking confirmed through the Platform; any subsequent booking or transaction with that Customer arranged outside the Platform remains subject to this Section 3.

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.

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.

(a) Roles. For Customer personal data the Company shares with you to fulfill a booking or Custom Request, you act as an independent controller of that data for your own business purposes (e.g., preparing for and delivering the event). The Company remains the controller of that data for its own platform operations. Each party is responsible for its own compliance with applicable data protection law with respect to its own processing.

(b) Permitted Use, Data Categories, and Retention. The Company will share Customer personal data with you only as needed to fulfill a confirmed booking or respond to a Custom Request, limited to: name, contact information, headcount, dietary restrictions and accessibility needs, event date and details, and other information the Customer provides in connection with the booking. You agree not to use this data for marketing or any purpose other than fulfilling the booking, and not to share it with any third party except as necessary to deliver the event (e.g., your own staff or subcontractors bound by confidentiality obligations at least as protective as this Section). You will delete or irrecoverably de-identify Customer personal data within 30 days of the event’s conclusion, or, for a Custom Request you decline or do not proceed with, within 30 days of declining or otherwise ceasing to pursue it.

(c) Special Category Data. Dietary restrictions and accessibility needs may reveal health-related information and constitute special category data under GDPR. You agree to handle this data with heightened care, limit access to personnel who need it to deliver the event, and use it only to accommodate the Customer at the event.

(d) Security. You will maintain reasonable technical and organizational measures to protect Customer personal data against unauthorized access, loss, or disclosure, including access controls and, where you store this data electronically, encryption or an equivalent safeguard.

(e) Breach Notification. You will notify the Company without undue delay, and in any event within 48 hours, after becoming aware of any actual or suspected unauthorized access to, or loss or disclosure of, Customer personal data, and will cooperate with the Company’s investigation and any required regulatory notifications.

(f) Data Subject Requests. If a Customer contacts you directly to access, correct, or delete their personal data, you will promptly direct them to the Company rather than responding on the Company’s behalf. You agree to reasonably cooperate with, and promptly fulfill, the Company’s requests to access, correct, or delete Customer personal data in your possession in connection with a data subject request.

(g) International Transfers. If you receive Customer personal data outside the country in which it was originally collected, you agree to handle that transfer consistent with the safeguards described in the Company’s Privacy Policy, including Standard Contractual Clauses where applicable.

(h) Audit. The Company may request reasonable evidence of your compliance with this Section 5, and you agree to provide it within a reasonable time.

(i) Proprietary Information. You acknowledge that all transaction data, analytics, pricing methodology, and fee structures are proprietary to the Company and treated as confidential.

(j) Reviews. 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.

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; (e) any inaccurate, incomplete, or outdated Tax Information provided by you, including any resulting tax liability, penalty, or audit; or (f) 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.

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.

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.