Venue Platform Agreement

1. Venue Partner Obligations

By registering as a Venue on Bidwell, you agree to the following:

1.1 Accurate Representation

• All venue information (capacity, pricing, amenities, photos, location) must be accurate and current
• You must update your profile promptly when any details change
• Photos must accurately represent your venue's current condition and facilities
• Misrepresentation of your venue is grounds for immediate account termination

1.2 Binding Rates and Inclusions

• Every bid you submit is a binding offer. Fixed-price items lock at the quoted amount. Per-person rates lock at the agreed per-unit rate, with the total adjusting based on the final guaranteed guest count. Consumption-based items lock at the per-unit rate, with the total adjusting based on actual usage.
• You may not increase rates, reduce inclusions, or add fees that were not disclosed in the original bid after a bid is accepted
• Bait-and-switch tactics (submitting low bids then increasing costs after selection) are strictly prohibited and will result in immediate termination and commission penalties
• You may withdraw a bid only before it has been shortlisted or accepted by a Couple

1.3 Booking Confirmation

• You must confirm or decline bookings within 48 hours of couple acceptance
• Failure to respond within 48 hours will result in automatic booking cancellation and full refund to the Couple
• Repeated failure to confirm bookings may result in account suspension

2. Commission Structure

• Commission is calculated as a percentage of the total booking amount (the accepted bid price)
• Commission is due on every confirmed booking that originated through the Bidwell platform
• Commission is deducted from the venue payout — you receive the booking amount minus commission
• No upfront fees, listing fees, or subscription costs
• Founding Partner rates are permanently locked at 8% for the life of the venue's account

3. Anti-Circumvention & Commission Protection

This is the most important section of this agreement. Please read carefully.

3.1 Platform Exclusivity for Bidwell-Originated Leads

If a Couple and Venue first connect through Bidwell, all bookings for that Couple's event must be processed through the Bidwell platform. This obligation applies for 24 months from the date of first contact.

3.2 Prohibited Conduct

You may not, directly or indirectly:

• Solicit, encourage, or agree to complete a booking off-platform with a Couple you connected with through Bidwell
• Direct a Couple to your own website, phone line, or any third-party booking system to avoid Bidwell commissions
• Offer a Couple a lower price, discount, or incentive for booking outside of Bidwell
• Encourage a Couple to cancel a Bidwell booking and rebook the same event directly
• Use a third party (event planner, coordinator, assistant) to facilitate an off-platform booking with a Bidwell-sourced Couple
• Share contact information with a Couple before the Bidwell booking process has been completed
• Submit artificially low or misleading bids to win selection, then attempt to negotiate higher prices off-platform

3.3 Consequences of Circumvention

3.4 How We Detect Circumvention

Bidwell monitors for circumvention through:

• Pattern analysis of bid activity, booking cancellations, and off-platform signals
• Couple-reported incidents (Couples can report if a Venue suggests booking outside Bidwell)
• Follow-up verification with Couples after booking cancellations
• Cross-referencing venue bookings with Bidwell request data

3.5 Enforcement Process & Review Rights

• Bidwell performs an evidence review before final penalties are imposed
• Both parties receive a response window to provide additional documentation
• A written decision summary is issued for every confirmed enforcement action
• Disputed outcomes may be escalated to a second internal review before arbitration

4. Payment Terms

4.1 Payment Flow

1. Couple accepts a bid and signs the booking contract
2. Venue confirms the booking within 48 hours
3. Couple payments are collected via Stripe on an adaptive milestone schedule based on event timing
4. Booking fee and mid-installments are released to the Venue within 3 business days of each successful payment, minus commission
5. Final balance is released 7 days before the event date, minus commission

4.2 Payout Schedule

• Standard (90+ days out): 25% / 35% / 40%
• Compressed (30-89 days): 50% / 50%
• Last-minute (<30 days): 100% upfront
• Payouts are held if there is an active dispute
• Venues must maintain a valid bank account or Stripe account to receive payouts
• Bidwell is not responsible for delays caused by the Venue's banking provider

4.3 Taxes

Venues are responsible for reporting and paying all applicable taxes on income received through Bidwell. Bidwell will issue 1099 forms for Venues receiving $600 or more in payouts during a calendar year, as required by IRS regulations.

5. Service Delivery Standards

• You must deliver all services described in the accepted bid on the agreed date
• Any changes to services, timing, or inclusions require written agreement from the Couple through the Bidwell platform
• If you cannot fulfill a confirmed booking due to unforeseen circumstances, you must notify both the Couple and Bidwell immediately
• Failure to deliver confirmed services may result in full refund to the Couple, forfeiture of payment to the Venue, and account termination

6. Reviews & Ratings

• Couples may leave reviews after their event
• You may respond to reviews publicly through the platform
• You may not incentivize, coerce, or manipulate reviews
• Bidwell reserves the right to remove reviews that violate our content policy

7. Termination

7.1 Voluntary Termination

You may close your Bidwell account at any time. However, you must fulfill all confirmed bookings and outstanding commission obligations before termination takes effect.

7.2 Termination by Bidwell

Bidwell may terminate your account for:

• Violation of this Agreement or the Terms of Service
• Circumvention or attempted circumvention of the platform
• Fraudulent activity or misrepresentation
• Consistent failure to confirm bookings or deliver services
• Receiving multiple verified complaints from Couples

7.3 Survival

The anti-circumvention obligations (Section 3), payment obligations (Section 4), and indemnification survive termination of this Agreement for a period of 24 months.

8. Indemnification

You agree to indemnify and hold harmless Bidwell LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from: your use of the platform, breach of this Agreement, disputes with Couples, or failure to deliver booked services.

9. Dispute Resolution

Disputes between you and Bidwell shall be resolved through binding arbitration under the rules of the American Arbitration Association, conducted in the State of Delaware. You waive the right to participate in class action lawsuits against Bidwell.

10. Modifications

Bidwell may update this Agreement with 30 days written notice via email. Continued use of the platform after the notice period constitutes acceptance. If you do not agree with changes, you may terminate your account before the changes take effect.

11. Governing Law

This Agreement is governed by the laws of the State of Delaware. Any legal proceedings shall be conducted in the state or federal courts located in Delaware.

12. Contact

Questions about this Agreement? Contact us at hello@bookbidwell.com.