Venue Platform Agreement

1. Verification and Onboarding

Before your venue profile goes live and you can submit bids, Bidwell verifies the information you provide. Verification protects Couples from fraudulent listings and protects legitimate Venues from being commingled with bad actors.

You agree to provide, and to keep current, at minimum:

• Business identity. Legal business name and Employer Identification Number (EIN) or equivalent tax identification number (required).
• Authority to represent the venue. You confirm that you own the venue, are authorized by the owner, or otherwise have the right to offer the venue for wedding bookings on Bidwell.
• Physical address. The actual street address of the venue (not a PO box). Bidwell may cross-reference public records.
• Website. A public website where Bidwell can cross-reference the venue (required).
• Liability insurance. Evidence of current general-liability insurance covering the venue and events held there (required). See Section 9 for ongoing insurance obligations.
• Photos. At least 3 photos that accurately depict the venue's current condition and facilities. Photos must be your own or properly licensed.
• Description. A meaningful venue description (minimum 50 characters) covering capacity, amenities, and any restrictions.
• Payout setup. A completed Stripe Connected Account to receive payouts. Stripe's own onboarding will request additional information (bank details, beneficial-owner KYC) and is governed by Stripe's Connected Account Agreement.

Bidwell may decline or pause verification for any reason — for example, if information is inconsistent with public records, insurance is expired or missing, or photos appear stock or misappropriated. Failed verification is not a breach of this Agreement but will prevent your venue from going live until resolved.

2. Venue Partner Obligations

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

2.1 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

2.2 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

2.3 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

3. 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

4. Founding Partner Program

The Founding Partner program offers the first 15 verified Venues in each market a permanent commission rate of 8% (versus the 10% standard).

4.1 Eligibility

• Founding Partner slots are allocated per market. A “market” is defined by Bidwell from time to time (typically a metropolitan area or state). The active market list is published on the Bidwell site.
• The first 15 Venues to complete verification in a market receive Founding Partner status for that market.
• When all 15 slots in a market are filled, the program closes in that market.
• Bidwell may decline Founding Partner status where a Venue's profile, insurance, or history creates material risk to the platform.

4.2 Benefits

• Permanent 8% commission on confirmed bookings for the life of your account on Bidwell.
• Founding Partner badge and priority placement on matching requests.
• Early access to new features and dedicated support during the onboarding phase.

4.3 Forfeiture

You may forfeit Founding Partner status — and revert to the 10% standard rate — if:

• You violate the anti-circumvention provisions in Section 5 (circumvention forfeits Founding Partner status as described in Section 5.3 and the Penalty Schedule in Appendix A.4);
• You repeatedly fail to confirm bookings, deliver services, or maintain verification requirements under Section 1; or
• You commit fraud or material misrepresentation.

4.4 Effect of Corporate Events

Founding Partner status is tied to your Bidwell account and survives a change of control at Bidwell (merger, acquisition, reorganization, or sale of substantially all assets) provided you remain in good standing. Founding Partner status does not transfer if you sell the underlying venue business to a new owner; the new owner may apply for a fresh account subject to the then-current program availability.

5. Anti-Circumvention & Commission Protection

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

5.1 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.

5.2 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

5.3 Consequences of Circumvention

5.4 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

5.5 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

6. Payment Terms

6.1 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 Connect 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

6.2 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

6.3 Independent Contractor Status

You are an independent business offering event services to Couples. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship between you and Bidwell. You control how you operate the venue, staff events, price non-bid offerings, and run your business. Bidwell provides the marketplace; you provide the wedding services.

6.4 Taxes

You are responsible for determining, reporting, and paying all applicable taxes on income you receive through Bidwell, including federal, state, and local income tax, self-employment tax, and any sales, occupancy, food & beverage, or similar transaction taxes that apply to your services. Bidwell does not withhold taxes on your behalf.

1099 reporting. Bidwell issues IRS Form 1099-MISC (or its successor) for Venues receiving $600 or more in payouts during a calendar year, as required by IRS regulations. In addition, because payouts flow through Stripe, Stripe may separately issue IRS Form 1099-K under the then-current threshold; any 1099-K you receive from Stripe reports the same underlying payouts from a different angle and is not a duplicate tax obligation. You are responsible for reconciling forms.

7. Post-Event Settlement

After the wedding, limited settlement is permitted to handle incremental charges or overages disclosed in the bid (for example, per-person consumption-based items tied to actual usage):

• Settlement window. You must submit final charges within 7 days after the event.
• Couple review window. The Couple has 3 days to review and dispute any final charges before they are processed.
• Overage cap. Without prior written approval from the Couple through the platform, post-event charges may not exceed 15% over the accepted bid amount. Charges above this cap require documented advance consent.
• No new fees. You may not introduce fees that were not disclosed in the bid. Settlement is for quantity-based adjustments, not for new line items.

8. 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

9. Insurance and Venue Operations

You must maintain, at your sole cost and expense:

• General-liability insurance covering the venue and events held there, in amounts and with coverages customary for wedding venues in your market, and with endorsements required by your landlord or municipality;
• Any liquor-liability coverage required by law or by any bar or beverage service offered on premises; and
• All licenses, permits, and certificates of occupancy required to operate the venue and host weddings.

You are solely responsible for the safety, legality, and operational standards of the venue. Bidwell does not provide insurance for events, guests, or property. On request, you will furnish Bidwell with a current certificate of insurance and will notify Bidwell promptly if any coverage lapses, is cancelled, or materially changes.

10. Representations and Warranties

By signing this Agreement, you represent and warrant that:

• You have the legal authority to enter into this Agreement on behalf of the Venue;
• You own or have written authorization to offer the Venue for wedding bookings;
• You hold all licenses, permits, and certificates required to operate the Venue and host wedding events, and you are not subject to any order, injunction, or decree that would prevent you from doing so;
• Your Venue profile and bids are accurate and not misleading; photos are your own or properly licensed; listed capacity is within your legal occupancy limits;
• You will comply with all applicable federal, state, and local laws (including the Americans with Disabilities Act, zoning, fire, health, and food-service regulations);
• You will maintain the insurance and operational requirements in Section 9 throughout the term of this Agreement; and
• You will not use the Service to commit fraud, facilitate money laundering, evade taxes, or engage in any unlawful activity.

11. Venue Content License

You grant Bidwell a non-exclusive, royalty-free, worldwide, sublicensable license to host, store, reproduce, reformat, display, distribute, and promote the content you submit or post to Bidwell — including your venue name, logo, photos, description, amenities, pricing, bids, and messages (“Venue Content”) — (a) in connection with operating and improving the Service, and (b) for Bidwell's marketing, promotional, and case-study use across any medium (web, email, social media, decks, press releases). You retain ownership of the Venue Content.

You represent that you own or have all necessary rights to the Venue Content, that it does not infringe any third-party right, and that it is accurate and not misleading. The license granted above survives termination of this Agreement with respect to Venue Content already published or used in ongoing marketing materials.

12. 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, but Bidwell is not obligated to remove truthful, non-defamatory reviews merely because they are unfavorable
• Defamation, harassment, or bad-faith reviews may be reported to info@bookbidwell.com for review under our content policy

13. Termination

13.1 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.

13.2 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
• Lapse of insurance or loss of required licenses or permits

13.3 Survival

The following survive termination of this Agreement for 24 months from the date of termination or, where longer, as long as required by their nature: the anti-circumvention obligations (Section 5), payment and commission obligations (Section 6), indemnification (Section 14), the Venue Content License for content already published (Section 11), and Sections 16 (Dispute Resolution), 18 (Governing Law), and 19 (General Provisions).

14. Indemnification

You agree to indemnify, defend, and hold harmless BOOKBIDWELL LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from (a) your use of the platform, (b) breach of this Agreement or any representation or warranty in it, (c) disputes with Couples over the Booking Contract or event delivery, (d) failure to deliver booked services, (e) personal injury, property damage, or other harm occurring at or caused by the Venue, or (f) your Venue Content.

15. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God; hurricanes, floods, earthquakes, and other severe weather; fire; pandemic, epidemic, or public-health emergency; war, terrorism, riot, or civil unrest; government action, law, or regulation; labor disputes; failures of the internet, telecommunications, or third-party service providers (including payment processors and hosting providers); and other similar events. The affected party must use reasonable efforts to mitigate and resume performance. Sections 5 (Anti-Circumvention), 6 (Payment), 11 (Venue Content License), 14 (Indemnification), and 16 (Dispute Resolution) survive a force-majeure event.

16. Dispute Resolution, Arbitration, and Class-Action Waiver

Informal resolution first. Before filing any claim, you and Bidwell agree to contact each other at info@bookbidwell.com and attempt in good faith to resolve the dispute for at least 30 days.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement — except those carved out below — will be resolved by final, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in the State of Delaware by a single arbitrator. The arbitrator — not any court — has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement (delegation).

Class-action waiver. You and Bidwell each agree that any arbitration or other proceeding will be conducted in your individual capacity only. You waive any right to participate in a class action, class arbitration, or representative proceeding.

Carve-outs.Either party may bring an action in court (i) in small-claims court for claims within that court's jurisdictional limits, or (ii) to seek injunctive or equitable relief regarding intellectual-property infringement or misuse of confidential information.

17. Modifications

Bidwell may update this Agreement with at least 30 days' advance written notice via email or in-app notification. The updated Agreement will be posted with a new “Last updated” date. Continued use of the platform after the notice period constitutes acceptance of the revised Agreement. If you do not agree to the updated Agreement, you may terminate your account under Section 13 before the changes take effect; confirmed bookings and outstanding obligations remain governed by the Agreement in effect when each booking was accepted.

18. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Subject to Section 16 (Arbitration), any proceeding not covered by arbitration will be brought in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction and venue there.

19. General Provisions

• Entire agreement. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Bidwell regarding your participation as a Venue Partner and supersedes any prior agreements on the same subject.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
• No waiver. Failure to enforce any provision is not a waiver of future enforcement.
• Assignment. You may not assign this Agreement without our prior written consent. Bidwell may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
• Notices. Notices to you may be sent by email, in-app message, or posting. Notices to Bidwell must be sent to info@bookbidwell.com.
• Headings. Section headings are for convenience only.
• Counterparts and electronic signatures. This Agreement may be executed electronically and in counterparts; electronic signatures have the same legal effect as wet-ink signatures under the E-Sign Act and equivalent state laws.

20. Contact

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