Vendor Terms of Service

Section 01Parties & Relationship

These Vendor Terms of Service ("Vendor Terms") govern the business relationship between Sendoff Ventures LLC, a California limited liability company ("Sendoff Ventures," "we," "us"), and the independent service provider accepting these terms ("Vendor," "you," "your"). Sendoff Ventures and Vendor are each a "Party" and together the "Parties."

Sendoff Ventures operates a concierge booking service for bachelor parties and group events in San Diego. We refer paying customers ("Customers") to Vendors who provide the underlying experiences (yacht charters, party bus transportation, golf, private chef, nightlife coordination, hotels, and similar services). Vendor is not an employee, agent, partner, joint venturer, or franchisee of Sendoff Ventures. This is an independent referral and coordination relationship.

Section 02Vendor Eligibility & Onboarding

To accept referrals from Sendoff Ventures, you represent and warrant on a continuing basis that you:

• Are a legal entity (LLC, corporation, partnership, or sole proprietorship) properly formed and in good standing under the laws of California or your state of formation;
• Hold all licenses, permits, registrations, and certifications required to provide your services in California (including, where applicable, California Public Utilities Commission TCP authority for transportation vendors, ABC liquor licenses for venues serving alcohol, U.S. Coast Guard certifications for vessel operators, food handler/health permits, business licenses, and tax registrations);
• Maintain in force all insurance required under Section 6;
• Have the authority to bind your entity to these Vendor Terms;
• Are not the subject of any pending action, suspension, or revocation of any license or permit that materially affects your ability to perform.

Onboarding

Before we will refer Customers to you, you must complete our Vendor onboarding process, which includes providing:

• Proof of business formation and tax identification (W-9 or W-8 as applicable);
• Certificates of insurance naming Sendoff Ventures LLC as an additional insured (where commercially available);
• Copies of all required licenses and permits, current as of onboarding;
• A current pricing sheet and capacity sheet;
• An emergency contact reachable on weekends and after hours.

Ongoing obligations

You will provide updated documentation within 10 business days of any change in your licensing, insurance, or capacity that materially affects the services you offer through Sendoff Ventures referrals.

Section 03How We Refer Business

From time to time, when a Customer's planning request matches your services, Sendoff Ventures may submit a referral request to you including, at minimum: requested date(s), group size, service requested, budget range, and any special requirements.

Acceptance is at your discretion

You are not obligated to accept any referral. We are not obligated to send referrals at any particular volume or pace. There is no exclusivity in either direction unless agreed separately in writing.

Response time

Customers expect a fast turnaround. You agree to respond to referral requests within 48 hours with availability, pricing, and any special conditions. Repeated failures to respond timely may result in removal from active referral rotation.

Confirmed bookings

A booking is confirmed only when (a) you have provided written confirmation of availability and pricing, (b) the Customer has confirmed acceptance to Sendoff Ventures, and (c) we have communicated final confirmation back to you. Verbal or informal confirmations are not binding bookings.

Section 04Pricing, Payments & Commission

Vendor pricing

You set your own retail pricing. Pricing quoted in response to a Sendoff Ventures referral request is binding once a Customer confirms the booking. You may not increase the quoted price between confirmation and event date except for documented cost pass-throughs (e.g., increased fuel surcharges) communicated in writing and accepted by Sendoff Ventures in advance.

Commission

Unless otherwise agreed in writing, Sendoff Ventures earns a commission of 15% on the gross booking value for any booking referred by us. Commission applies to the entire amount paid by the Customer for your services, including add-ons, gratuities billed by you, fuel surcharges, and any in-event upgrades. Commission does not apply to taxes you collect and remit on behalf of a taxing authority.

Payment flow

Our default payment flow is:

1. Customer pays Sendoff Ventures the total booking amount (your service fee + our coordination fee + applicable taxes).
2. Sendoff Ventures remits your portion (gross booking value less our 15% commission) within seven (7) business days after the event has been completed and any post-event reconciliation is closed.
3. Disputes, chargebacks, or refund claims that arise within 30 days post-event may delay or reduce remittance pending resolution.

Alternative payment flows (e.g., direct customer payment to Vendor with commission billed monthly) may be negotiated for specific Vendor categories. Where the Customer pays you directly, you will pay our commission within 15 days of receipt of Customer payment, supported by an itemized invoice you provide to us.

Taxes

You are solely responsible for collecting, reporting, and remitting all sales tax, transient occupancy tax, use tax, harbor fees, and other taxes applicable to your services. Sendoff Ventures will issue you a 1099-NEC for U.S. tax-reporting purposes where required.

Disputes & chargebacks

If a Customer disputes or charges back a payment that has been remitted to you in part or in full, Sendoff Ventures may offset the disputed amount against future commission remittances or invoice you directly for the shortfall. You agree to cooperate in good faith with chargeback responses, including providing documentation, photographs, and timestamped records of services performed.

Section 05Vendor Cancellations & No-Shows

This is one of the most important sections in these Vendor Terms. Read it.

Vendor obligation

Once a booking is confirmed, you are obligated to perform on the agreed date with the agreed equipment, staff, capacity, and quality. You may not cancel, downgrade, or substitute the service except in the specific circumstances described below.

Permitted cancellations

You may cancel a confirmed booking only for:

• Force majeure: Severe weather warnings, government orders, natural disasters, pandemics, mechanical failure that cannot be remedied through commercially reasonable means;
• Safety: Conditions that would create a meaningful risk of injury to the Customer group or to Vendor staff (e.g., Coast Guard small-craft advisory in effect);
• Customer misconduct or misrepresentation: Discovered facts about the booking that materially differ from what was represented and would have caused you to decline the booking;
• Non-payment: Where Sendoff Ventures or the Customer fails to make a required payment by its due date.

Vendor cancellation penalties

For cancellations not falling within a permitted category above, the following apply:

• Cancellation 8+ days before event: Vendor reimburses Sendoff Ventures for documented Customer-facing remediation costs (e.g., the cost of sourcing a replacement Vendor), plus a $250 administrative fee.
• Cancellation 2–7 days before event: Vendor reimburses remediation costs plus a $500 administrative fee, plus refunds 25% of the booking value to the Customer (passed through Sendoff Ventures).
• Cancellation within 48 hours of event, or no-show on event day: Vendor reimburses remediation costs plus a $1,000 administrative fee, refunds the full booking value to the Customer, and may be removed from Sendoff Ventures' active referral pool at our sole discretion. The reputational and operational damage of last-minute cancellations is significant; these terms reflect that reality.

The above penalties are liquidated damages, reasonable in light of the difficulty of calculating actual damages and not a penalty. They are in addition to any rights Sendoff Ventures or the Customer may have under applicable law.

Replacement

Where you cancel for a permitted reason, you agree to assist in good faith in identifying a qualified replacement Vendor for the Customer, where you have such relationships. This is not required but is strongly encouraged.

Section 06Insurance & Licensing

You will maintain, throughout the term of these Vendor Terms and for at least two (2) years after any event for which you provided services through a Sendoff Ventures referral, the following insurance coverage at minimum:

• Commercial General Liability: not less than $1,000,000 per occurrence / $2,000,000 aggregate, covering bodily injury, property damage, and personal injury;
• Liquor liability: where applicable to your services, not less than $1,000,000 per occurrence;
• Auto liability (transportation vendors): not less than $1,500,000 combined single limit, including hired and non-owned coverage;
• Marine general liability (vessel operators): not less than $1,000,000, covering passengers, hull, and protection & indemnity (P&I) where applicable;
• Workers' compensation: as required by California law for your employees;
• Professional liability (E&O): not less than $500,000, where commercially available for your service category.

Each policy must:

• Be issued by a carrier rated A- or better by A.M. Best;
• Name Sendoff Ventures LLC as an additional insured on a primary, non-contributory basis (where commercially available);
• Include a waiver of subrogation in favor of Sendoff Ventures;
• Provide 30 days' written notice to Sendoff Ventures before cancellation or material reduction.

You will provide certificates of insurance evidencing the above coverage on demand and at each policy renewal.

Section 07Service Standards

You will provide services to Customers introduced by Sendoff Ventures:

• With the skill, care, and diligence reasonably expected of a competent professional in your field;
• In compliance with all applicable laws, including California consumer protection, anti-discrimination, occupational safety, and alcohol-service laws;
• In a manner consistent with the description provided in your onboarding materials and any pre-event communications to the Customer;
• Without discrimination against any Customer or group member on the basis of race, color, national origin, religion, sex, sexual orientation, gender identity, disability, age, or any other protected category.

Substitutions

If you must substitute equipment, staff, or vessels (for instance, a backup vessel due to mechanical issue), the substitute must be of equivalent or higher quality and capacity. You will notify Sendoff Ventures and the Customer of the substitution as soon as it is known.

Capacity and safety

You will not exceed legal capacity or safety limits for vehicles, vessels, or venues, regardless of Customer pressure. Where a group has booked beyond comfortable capacity, you may exercise reasonable discretion to reduce service (e.g., a captain may end a charter early if safe operation is compromised), and you will document such decisions in writing for Sendoff Ventures.

Section 08Liability & Indemnification

Vendor's responsibility for performance

You are solely responsible for the services you provide and for any acts or omissions of your employees, contractors, vessels, equipment, or vehicles. Sendoff Ventures has no responsibility for the performance of services delivered by you.

Indemnification by Vendor

You will indemnify, defend, and hold harmless Sendoff Ventures LLC, its members, officers, employees, contractors, and agents (each, an "Indemnitee") from any and all claims, damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your provision of services, including bodily injury, property damage, illness, intoxication-related harm, vehicle or vessel accidents, food-borne illness, and emotional distress allegedly caused by Vendor or Vendor staff;
• Your breach of any representation, warranty, or obligation in these Vendor Terms;
• Any failure to maintain required licenses, permits, or insurance;
• Your violation of any law or regulation;
• The acts or omissions of your employees, contractors, or subcontractors;
• Any third-party claim that your services infringe a third party's intellectual property, privacy, or publicity rights.

You will:

• Assume the defense of any such claim with counsel reasonably acceptable to the Indemnitee;
• Not settle any claim without prior written consent of the Indemnitee if the settlement would impose any obligation or admission on the Indemnitee;
• Cooperate fully with the Indemnitee in the defense and resolution of the claim.

Sendoff Ventures' liability cap

To the maximum extent permitted by law, our total aggregate liability to you arising out of or related to these Vendor Terms is limited to the commission amount we have actually received from your bookings in the 12 months preceding the claim. This cap does not apply to our gross negligence, willful misconduct, fraud, or our indemnification obligations under Section 8 below if any.

In no event will either Party be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, or loss of goodwill — except that this exclusion does not limit Vendor's indemnification obligations.

Section 09Customer Data & Privacy

Customer information we share with you (names, contact information, group size, event details, dietary or medical disclosures, payment information for direct-pay arrangements) is "Customer Data." You agree:

• To use Customer Data solely for the purpose of providing the booked services and required follow-up;
• Not to retain Customer Data longer than required by law or by the legitimate operation of your business;
• Not to add Customers to marketing lists, send promotional communications, or share Customer Data with third parties without the Customer's express consent;
• Not to contact Customers for the purpose of soliciting future business outside the Sendoff Ventures platform (see Section 10);
• To maintain reasonable administrative, technical, and physical safeguards for Customer Data, appropriate to the sensitivity of the information;
• To notify Sendoff Ventures within 72 hours of any actual or suspected unauthorized access, disclosure, loss, or destruction of Customer Data, and to cooperate in any response or notification effort.

You acknowledge that Sendoff Ventures is subject to the California Consumer Privacy Act and other privacy laws. Where you act as our "service provider" or "processor" under such laws in connection with Customer Data, you agree to handle the data only on documented instructions from us, to assist with consumer rights requests, and to delete or return Customer Data on termination.

Section 10Exclusivity & Non-Circumvention

This section protects Sendoff Ventures from being cut out after the introduction is made. Read carefully.

No exclusivity

We do not require you to work exclusively with Sendoff Ventures. You may continue to accept business from other sources, including direct bookings and other concierge or marketplace providers.

Non-circumvention

For any Customer first introduced to you by Sendoff Ventures, for a period of twelve (12) months after that Customer's first event with you, you agree:

• Not to solicit or accept any booking from that Customer for bachelor-party or group-event services without routing the booking through Sendoff Ventures;
• Not to provide your direct contact information (beyond what's necessary for the booked event) to the Customer for the purpose of bypassing Sendoff Ventures;
• Not to discount, refer, or otherwise direct the Customer to book directly with you outside the Sendoff Ventures platform.

If a Customer first introduced through Sendoff Ventures contacts you directly for a future bachelor-party or group-event booking within the 12-month window, you will route the inquiry back to Sendoff Ventures within two (2) business days. If you fail to do so and accept the booking outside the platform, you owe Sendoff Ventures our standard commission on the bypassed booking, plus a liquidated damages amount equal to $1,000 or 50% of the bypassed booking value, whichever is greater.

What's not covered

This section does not apply to general repeat customers who contact you for services unrelated to bachelor-party or group-event categories (e.g., a Customer who books a yacht charter through us for a bachelor party and later books the same boat for a corporate retreat is not a circumvention). The intent is to protect the bachelor-party referral relationship, not all of your business with that person forever.

Section 11Marketing, Branding & IP

License to use your marks

You grant Sendoff Ventures a non-exclusive, royalty-free, worldwide license during the term of these Vendor Terms to use your business name, logo, photographs of your services, and marketing materials for the purpose of (a) marketing the Sendoff Ventures Service, (b) describing your offering to prospective Customers, and (c) producing itineraries and proposals.

License to use our marks

We grant you a limited, non-exclusive, non-transferable, revocable license to use the "Sendoff Ventures" name and logo solely to identify yourself as a Sendoff Ventures partner Vendor and only in accordance with our brand guidelines. You may not register, attempt to register, or otherwise use any Sendoff Ventures mark as part of your own business name, domain, or social media handle.

Photography & content

Where Sendoff Ventures or our contractors produce photography, video, or written content at your premises or during a Customer event, we own all rights in that content. We grant you a non-exclusive, royalty-free license to use that content for your own marketing, provided that you do not crop out or remove any Sendoff Ventures branding.

No misrepresentation

You may not represent yourself as the exclusive or preferred Vendor of Sendoff Ventures unless that has been confirmed in a separate written agreement.

Section 12Reviews & Quality Control

Sendoff Ventures collects post-event feedback from Customers. We may use this feedback to (a) assess Vendor performance and rotation priority, (b) display ratings or summaries on our website and in proposals (with reasonable Vendor identifiability), and (c) decide whether to continue referring business to you.

Performance threshold

We may, in our sole discretion, suspend or terminate your participation in the referral program if your Customer satisfaction trends below acceptable thresholds, if you have repeated cancellations or no-shows, if a credible safety incident is reported, or for any other reason consistent with our duties to Customers. We will, where reasonable, give you notice and a chance to respond before suspension.

Disputes about reviews

If you believe a Customer review is materially false or defamatory, you may notify us in writing with documentation. We will review in good faith and may modify, contextualize, or remove the review at our discretion.

Section 13Independent Contractor Status

The Parties are independent contractors. Nothing in these Vendor Terms creates a joint venture, partnership, employment, franchise, or agency relationship between them. Neither Party has authority to bind the other or to incur obligations on the other's behalf.

You are responsible for:

• Your own taxes (income, self-employment, payroll, sales) and tax reporting obligations;
• Your own employees, including their wages, benefits, workers' compensation coverage, and compliance with employment laws;
• Determining the manner and means of providing your services;
• All operational decisions about your business, including pricing, scheduling, equipment, and staff.

Sendoff Ventures does not control your day-to-day operations. We may communicate Customer expectations and preferred outcomes; that does not make us your employer or your principal.

Section 14Term & Termination

Term

These Vendor Terms begin on the date of your first acceptance (or the date of your first accepted booking referral, whichever is earlier) and continue until terminated.

Termination for convenience

Either Party may terminate these Vendor Terms for any reason on thirty (30) days' written notice to the other.

Termination for cause

Either Party may terminate immediately on written notice if the other:

• Materially breaches these Vendor Terms and fails to cure the breach within 10 days of written notice (or fails to cure at all where the breach is not curable);
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
• Loses any license, permit, or insurance required to perform under these Vendor Terms;
• Engages in fraud, gross negligence, or willful misconduct.

Effect of termination

Termination does not affect:

• Bookings already confirmed at the time of termination (which proceed to completion under these Vendor Terms);
• Payment obligations for completed services and earned commissions;
• Surviving sections: Section 5 (cancellation penalties as to bookings before termination), Section 8 (indemnification), Section 9 (Customer Data), Section 10 (non-circumvention for 12 months from the relevant Customer's first event), Section 11 (license terms wind down within 30 days), Section 15 (confidentiality), Section 16 (disputes), and Section 17 (miscellaneous).

Section 15Confidentiality

Each Party may receive non-public information from the other during the relationship, including Customer Data, pricing structures, business processes, proposals, vendor lists, and itineraries (collectively, "Confidential Information"). Each Party agrees:

• To use Confidential Information only for the purpose of performing under these Vendor Terms;
• Not to disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by similar confidentiality obligations;
• To use the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care;
• To return or destroy Confidential Information on the disclosing Party's written request after termination.

Confidentiality obligations do not apply to information that is publicly available without breach of these Vendor Terms, was already known to the receiving Party without restriction, is independently developed without use of the disclosing Party's Confidential Information, or is required to be disclosed by law (provided that the receiving Party gives prompt notice and reasonable cooperation to allow the disclosing Party to seek protective measures).

Section 16Disputes & Governing Law

Governing law

These Vendor Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

Pre-suit notice and good-faith discussion

Before either Party files any claim, the complaining Party will send the other written notice describing the dispute and the relief sought, and the Parties will engage in good-faith discussions for at least 30 days to attempt to resolve the dispute.

Forum

If discussions fail, the Parties consent to the exclusive jurisdiction of the state and federal courts located in San Diego County, California for any claim under these Vendor Terms. The Parties each waive any objection to venue or inconvenient forum.

Arbitration option

At Sendoff Ventures' sole election, any dispute exceeding $25,000 in value may be resolved by binding arbitration before JAMS in San Diego County under JAMS' Comprehensive Arbitration Rules. Each Party will pay its own attorneys' fees and one-half of arbitration costs; the arbitrator may shift costs to a non-prevailing Party in appropriate cases.

Equitable relief

Notwithstanding the above, either Party may seek injunctive or other equitable relief in court to protect its intellectual property, Confidential Information, or other rights that cannot be adequately remedied by money damages.

Limitations period

Any claim under these Vendor Terms must be brought within two (2) years after the cause of action arises, or it is permanently barred. (This is longer than the customer-side limitation because the Parties are sophisticated businesses.)

Section 17Miscellaneous

Entire agreement

These Vendor Terms, together with your onboarding documents and any written booking confirmations, constitute the entire agreement between the Parties on the subject. They supersede all prior agreements and understandings, written or oral.

Amendments

We may update these Vendor Terms from time to time. For material changes, we will give you 30 days' written notice by email or through your Vendor account. If you do not accept the change, you may terminate by written notice before the effective date; otherwise, continued acceptance of referrals is acceptance of the updated terms.

Severability, waiver, assignment

If any provision is unenforceable, the remaining provisions stay in effect. Failure to enforce is not a waiver. You may not assign these Vendor Terms without our written consent; we may assign in connection with a corporate transaction.

Survival

The sections identified in Section 14 survive termination.

Notices

Notices to Sendoff Ventures must be sent to the address in Section 18 by email with confirmation of receipt. Notices to Vendor will be sent to the email on file from onboarding.

Force majeure

Neither Party is liable for failure to perform due to causes beyond reasonable control: natural disaster, government order, pandemic, war, terrorism, civil unrest, labor dispute, internet or telecommunications failure not within the Party's control. The affected Party will give prompt notice and resume performance as soon as practical.

Section 18Contact

Notices and inquiries under these Vendor Terms should be directed to: