VENUEKONNEX TERMS OF SERVICE (v3.5)

Effective Date: December 10, 2025

Last Updated: December 12, 2025

1. DEFINITIONS

• “Platform” refers to the VenueKonnex website, marketplace, communication tools, and AI-powered services.
• “User” refers to any individual or entity accessing the Platform.
• “Venue” refers to any event space listed on the Platform.
• “Service Provider” (or “Provider”) refers to any business offering event‑related services.
• “Event Planner” refers to a User seeking venues or services for an event.
• “Listing” refers to any Venue or Provider profile, whether User-created or Auto-Generated.
• “Booking Inquiry” means a request submitted by an Event Planner seeking information, pricing, availability, or RFP evaluation.
• “Gross Booking Value” means the total final contract value paid or payable by the Event Planner to the Venue or Provider for the event. This includes, without limitation: venue rental fees, food and beverage, labor, security, audio-visual services, equipment rentals, and any other ancillary services booked through the Venue/Provider in connection with the event. It excludes only government-mandated taxes and voluntary gratuities.

2. ELIGIBILITY

Users must be at least 18 years old and legally capable of entering binding contracts. By accessing the Platform, you represent and warrant that you have the authority to bind any business entity you represent.

3. ACCOUNT REGISTRATION & SECURITY

Users agree to provide accurate information and maintain the security of their credentials. You are responsible for all activity under your account. VenueKonnex reserves the right to verify the identity of any User.

4. ROLE OF VENUEKONNEX

VenueKonnex is a neutral marketplace and technology platform. We do not own, manage, operate, or control Venues or Providers. We are not a party to any contract between Event Planners and Venues/Providers. We do not guarantee the quality, safety, or legality of any event or Listing.

5. CONTENT & INTELLECTUAL PROPERTY

5.1 License Grant to VenueKonnex

By posting content (photos, descriptions, logos) to the Platform, Users grant VenueKonnex a non-exclusive, worldwide, royalty-free, perpetual, and sublicensable license to use, display, reproduce, modify, and distribute said content for the purpose of operating and marketing the Platform.

5.2 Auto‑Generated & Unclaimed Listings

VenueKonnex indexes public data to create “Unclaimed Listings” for the convenience of Users. These Listings are for informational purposes only and do not imply an endorsement or affiliation. We encourage Venue owners to “Claim” their Listing.

• The Incentive: Claiming a Listing is required to respond to Booking Inquiries, correct inaccuracies, and access enhanced visibility features.
• The Transfer of Liability: Upon claiming a Listing, the Venue assumes full legal responsibility for all content contained therein. The Venue represents and warrants that they have the right to use all photos and data in the Claimed Listing, and releases VenueKonnex from any liability regarding its accuracy or intellectual property rights.

5.3 Adoption of Pre-Populated Content (Ratification)

To facilitate the onboarding process, the Platform may provide pre-populated profile information, including text, images, and specifications (“Draft Content”), derived from public sources. By clicking “Accept,” “Claim,” “Looks Great,” or otherwise engaging with a Lead relating to this Draft Content, the Venue:

1. Ratifies and Adopts the Draft Content as their own User Submission;
2. Represents and Warrants that they hold all necessary rights, licenses, and consents to display such Draft Content on the Platform; and
3. Indemnifies the Platform against any claims arising from the display or use of said Draft Content.

If the Draft Content is inaccurate or violates any third-party rights, the Venue agrees to immediately edit or remove such content using the Platform’s tools or notify the Platform for removal.

6. FEES, PAYMENTS, & CASH BACK REBATES

6.1 Referral Fees (The “Venue Fee”)

Venues and Providers agree to pay VenueKonnex a Referral Fee (commission) equal to 15% of the Gross Booking Value (unless otherwise agreed in writing) for any engagement resulting from a connection, introduction, or Booking Inquiry initiated on the Platform.

6.1.1 Commission on Success & Lead Acceptance

Acceptance of a Lead does not incur an upfront fee. However, by accepting a Lead, the Venue agrees to pay the Platform the Referral Fee defined in Section 6.1 for any event booked with the Client introduced via that Lead. This obligation survives the termination of this Agreement for a period of 12 months regarding that specific Client.

6.2 The Event Planner Cash Back Program (“Rebate”)

VenueKonnex may offer a Cash Back Rebate to the Event Planner as an incentive for using the Platform.

• Calculation: The Rebate is calculated as a percentage of the Referral Fee actually received by VenueKonnex (typically up to 50% of the fee).
• Condition Precedent: The Rebate is paid solely on behalf of the Venue/Provider from the funds collected. VenueKonnex is not obligated to pay any Rebate to an Event Planner unless and until VenueKonnex has received full payment of the Referral Fee from the Venue/Provider.
• Forfeiture: If an Event Planner cancels the event, or if the booking is taken off-platform (circumvention), the Rebate is immediately forfeited.

6.3 Fee Trigger & Reporting

• Trigger: The Referral Fee is earned upon the earlier of: (a) the execution of a contract between the Event Planner and Venue/Provider; or (b) the payment of a deposit.
• Reporting: Venues and Providers must report the final Gross Booking Value to VenueKonnex within 48 hours of contract signing to ensure the Event Planner receives their Rebate estimate.

6.4 Non-Circumvention

Users acknowledge that the Cash Back Rebate is funded by the Referral Fee. Therefore, Venues and Planners agree not to arrange bookings outside the Platform for the purpose of avoiding fees. Any booking made off-platform for a lead generated by VenueKonnex renders the Event Planner ineligible for the Cash Back Rebate.

6.5 Confidentiality of Blind Matches

The Platform may present “Confidential” or “Blind” venue matches that obscure the specific identity of the venue. Users agree that:

1. You will not use reverse image searches, metadata analysis, or independent research to identify and contact these venues directly to circumvent the Platform;
2. Any booking resulting from a “Blind Match” disclosed by the Platform must be transacted through the Platform; and
3. Attempting to bypass the Platform after receiving a Blind Match constitutes a material breach of these Terms.

6.6 Audit Rights

To ensure Event Planners receive their fair Cash Back Rebate, VenueKonnex reserves the right, upon reasonable notice, to verify executed contracts and final invoices between Venues and Planners for bookings initiated on the Platform.

6.7 Payment Terms

Invoices for Referral Fees are due Net 30. Late payments incur a fee of 1.5% per month. Users are responsible for all costs of collection.

7. CANCELLATIONS & REFUNDS

VenueKonnex is not a party to the booking contract. All cancellations, disputes, and refunds are governed strictly by the agreement between the Event Planner and the Venue/Provider. VenueKonnex does not issue refunds for third-party services.

8. AI DISCLAIMER & COMMUNICATIONS CONSENT

8.1 Artificial Intelligence

The Platform utilizes AI to generate summaries, recommendations, and pricing estimates. VenueKonnex does not guarantee the accuracy of AI-generated content. Users must independently verify all critical information (pricing, capacity, availability) before booking.

8.2 Communications Consent

Users consent to receive communications regarding their account, inquiries, and potential bookings. These communications may include:

• Emails and SMS/Text messages;
• Live telephone calls from human agents; and
• Automated or AI-assisted calls and pre-recorded messages.
  Users agree that VenueKonnex may monitor and record all such communications for quality assurance, training, and compliance purposes.

9. DMCA & COPYRIGHT POLICY

If you believe content on the Platform infringes your copyright, send a notice pursuant to 17 U.S.C. § 512(c) to our Designated Agent:

• Email: [email protected]
• Notices must include the specific statutory elements required by the DMCA.

10. PRIVACY & DATA USAGE

VenueKonnex collects and analyzes data (including Listing performance and inquiry trends) to operate the marketplace. We may share lead data with confirmed Venues/Providers. We use cookies and similar technologies for analytics and fraud prevention. For full details, see our [Privacy Policy].

11. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” VENUEKONNEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENUEKONNEX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE. VENUEKONNEX’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT OF REFERRAL FEES ACTUALLY PAID BY THE USER TO VENUEKONNEX IN THE 12 MONTHS PRECEDING THE CLAIM.

13. INDEMNIFICATION

Users agree to defend, indemnify, and hold harmless VenueKonnex and its officers from any claims, liabilities, damages, judgments, and expenses (including legal fees) arising out of: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any law or third-party right; or (d) any dispute between an Event Planner and a Venue/Provider.

14. DISPUTE RESOLUTION (BINDING ARBITRATION)

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Any dispute arising from these Terms shall be resolved by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. Venue shall be San Francisco, CA. Users waive any right to a jury trial or to participate in a class action. VenueKonnex retains the right to seek injunctive relief in court for intellectual property violations or misuse of the Platform.

15. GENERAL PROVISIONS

• Force Majeure: We are not liable for failure to perform due to causes beyond our control (acts of God, war, strikes, internet failures).
• Assignment: You may not assign these Terms without our consent. We may assign them freely.
• Severability: If any provision is invalid, the rest remain in effect.
• Entire Agreement: These Terms constitute the entire agreement between the parties superseding all prior agreements.
• Governing Law: These Terms are governed by the laws of the State of California.

16. CONTACT INFORMATION

VenueKonnex LLC

548 Market St #628314

San Francisco, CA 94104

Email: [email protected]