Terms of Service

Last Updated: October 5, 2026

These Terms of Service ("Agreement") are entered into by and between MMJI CHILLZ, LLC, a Delaware limited liability company, operating as Spotful ("Spotful," "we," "us," or "our"), and the individual accessing or using the Services ("User," "you," or "your"). This Agreement governs your access to and use of the Spotful website at spotful.io, the other websites and domains that Spotful operates and that link to this Agreement, and related services (collectively, the "Services"). Through the Services, you can discover independent venues and request, book and pay for spaces for private events and group gatherings.

By accessing or using the Services, signing in, submitting a booking request, or accepting or paying for a Quote, you agree to comply with and be bound by this Agreement. If you do not agree with any part of this Agreement, you must not use the Services.

Your Booking with a Venue is also governed by that Venue's own terms, as described in Section 4.2. Section 17 contains dispute resolution provisions, including a waiver of jury trial, a release, and a time limit for bringing claims. Please read them carefully.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Agreement:

"Booking" means a reservation, or a request for a reservation, of a Space and any related Packages at a Venue for a particular date and time, together with its Quote, Payment Schedule, payments and change history in the Services. A Booking is "confirmed" as described in Section 5.5.
"Content" means all text, images, photos, messages, and other material uploaded, submitted, shared, or displayed through the Services.
"Guest" means any person who attends, or is invited by you to attend, a gathering held under your Booking, other than the Venue's staff.
"Host" means a User who requests, accepts, pays for, or holds a Booking, including a person for whom a Venue creates a Booking through the Services.
"Listing" means a Venue's page and information on the Services, including descriptions, photos, Spaces, capacities, menus, Packages, prices, availability, Minimum Spends, and house rules.
"Minimum Spend" means a minimum amount of food and beverage purchases that a Venue requires for a Booking.
"Package" means food, beverage, bar, add-on, or other items or services that a Venue offers for a Booking.
"Payment Schedule" means the list of scheduled payments for a Booking, including each payment's amount and due date, as set out in a Quote.
"Privacy Policy" means Spotful's Privacy Policy, as updated from time to time, which describes how we collect, use, and disclose personal information. The Privacy Policy is not part of this Agreement.
"Quote" means a priced offer from a Venue for a Booking, showing the Booking details, the total price and its components, the Payment Schedule, and the time at which the offer expires.
"Request" means a Booking submitted to a Venue for its review before any Quote is issued.
"Services" has the meaning given in the introduction to this Agreement.
"Space" means a room, area, or other space at a Venue that can be booked through the Services.
"Third-Party Services" means any services, software, or products provided by entities other than Spotful that integrate with or are used in connection with the Services.
"Venue" means an independent business that lists one or more Spaces on the Services, including its owners, operators, staff, and representatives acting on its behalf.
"Venue Terms" means any terms, policies, house rules, booking agreements, or other conditions that a Venue provides for a Booking, whether in its Listing, in or with a Quote, in a booking agreement, or otherwise.

1.2 Interpretation

The headings in this Agreement are for convenience only and do not affect its interpretation. References to "including" mean "including but not limited to." The singular includes the plural and vice versa. Unless otherwise specified, references to Sections are to sections of this Agreement. References to any legislation or legislative provision include any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision. To the extent permitted by law, no rule of construction against the drafter applies to this Agreement.

2. ELIGIBILITY

2.1 Age and Legal Capacity

You must be at least 13 years of age to use the Services, sign in, or make a Booking. If you are under 18, or under the age of majority in your jurisdiction if that is higher, you may do so only with the consent of a parent or legal guardian, who agrees to this Agreement and to any Booking, Quote, and booking agreement on your behalf and is responsible for your use of the Services and for all payments under your Booking. By accessing or using the Services, you represent and warrant that you meet these requirements. Venues may set age requirements for their Spaces and Packages, including for the service of alcohol, and may decline a Booking or refuse entry to anyone who does not meet them.

2.2 Booking on Behalf of Others

If you make a Booking on behalf of a company, organization, or another person, you represent and warrant that you are authorized to act for them and to bind them to the Booking, and references to "you" in this Agreement include them where the context allows. You remain personally responsible for complying with this Agreement in connection with that Booking.

2.3 Use on Behalf of a Venue

This Agreement also applies to anyone who uses the Services on behalf of a Venue. Venues may be subject to additional terms with Spotful, such as the Spotful Terms of Engagement. If those additional terms conflict with this Agreement regarding a Venue's use of the Services, the additional terms control.

Spotful currently uses email sign-in. You may be asked to sign in, or to verify your email address when you make a Booking, using a one-time code or sign-in link that we send to your email address. An account is associated with your email address when you first sign in or verify it. You must use an email address that you own or are authorized to use, and you must provide accurate and complete information, including your name and phone number when you make a Booking. You agree to keep your information up to date.

You may begin a Booking before you sign in. To save your progress, we may create a temporary session on your device. When you verify your email address, that Booking, and other Bookings previously started with the same email address, may be linked to your account.

3.3 Account Security

Anyone who can access your email account may be able to sign in to your Spotful account. You are responsible for keeping your email account and devices secure, for not sharing sign-in codes or sign-in links with anyone, and for all activity that occurs under your account. You agree to notify us promptly at support@spotful.io if you believe your account has been accessed or used without your permission.

3.4 Booking Links

Emails about your Booking may include a link that allows anyone who has it to view the Booking without signing in. Treat these links as private and do not share them with anyone you do not want to see your Booking details. Some actions, such as accepting a Quote or requesting changes, may require you to verify your email address or sign in. A Venue may be able to deactivate the links to its Bookings, and we may deactivate or change them at any time.

You are responsible for keeping Booking links, payment links, and any similar links or codes that we or a Venue provide for your Booking private and secure, and for the security of the devices and email accounts where you receive or keep them. Do not post, share, or forward them, including by sharing a screenshot or photo of them, except with a person you want to have access to the Booking. To the fullest extent permitted by law, Spotful is not responsible for any access to or use of a Booking, or of the information in it, that results from a link or code that you share, forward, or otherwise expose, or from a link or code that is lost or stolen, or that another person obtains from you or from a device, email account, or other place that you control or use, in each case after we or a Venue make it available to you.

3.5 Security Checks

We may use automated tools, including Third-Party Services, to help detect and prevent fraud, abuse, and automated activity, for example when you sign in or start a Booking. We may also limit how often sign-in codes can be requested and how many unfinished Bookings you can have at one time.

4. SPOTFUL'S ROLE AS A MARKETPLACE

4.1 Spotful Is Not the Venue

Spotful provides an online marketplace that connects Hosts with independent Venues. Spotful does not own, operate, manage, or control any Venue, Space, or Package, and does not provide food, beverages, staffing, or any other venue services. Venues are independent businesses and are not Spotful's employees, agents, partners, or joint venturers. The Venue, not Spotful, is the seller of the Space, Packages, and services in your Booking. Except as the Venue's limited payment collection agent as described in Section 6.8, or where Spotful takes an action on a Venue's behalf as described in this Agreement, Spotful is not an agent for you or for any Venue.

4.2 Your Agreement with the Venue

When your Booking is confirmed, you enter into an agreement directly with the Venue for the Space, Packages, and services described in your Quote, on the terms of your Quote and the Venue Terms. Spotful is not a party to that agreement. Each Venue sets its own availability, pricing, Packages, Minimum Spend, capacity, house rules, and cancellation and refund terms. Review the Venue Terms before you accept a Quote.

4.3 Venue Listings

Listings are based on information provided by Venues, which Spotful may format, edit, or supplement. Venues are responsible for the information they provide. Spotful does not guarantee the accuracy or completeness of any Listing, including descriptions, photos, capacities, menus, prices, or availability. Photos may not reflect current conditions. Capacity information is a guide only, and the Venue decides whether a Space is suitable for your party.

4.4 Venue Responsibilities

As between you, the Venue, and Spotful, each Venue is solely responsible for:

The accuracy and completeness of the information it provides for its Listing and its Bookings.
Its premises, Spaces, Packages, staff, and services, and their safety and quality.
Setting, communicating, and honoring its prices, Payment Schedules, Minimum Spends, and Venue Terms, including its cancellation and refund terms.
Holding all licenses, permits, and insurance its business requires, including any license to sell or serve alcohol.
Serving alcohol lawfully, including checking identification and refusing service where appropriate.
Complying with all laws that apply to its business, including its tax obligations.

4.5 Bookings Created by a Venue

A Venue may create a Booking for you through the Services using contact details you have given to the Venue, and may send you a Quote for it. When you view, accept, pay for, or manage that Booking through the Services, this Agreement applies to your use of the Services.

5. THE BOOKING PROCESS

5.1 Building a Booking

To start a Booking, you choose a Venue and, where offered, a Space, a date and time, and the number of Guests. You may also select Packages and tell us what kind of gathering you are planning. You will be asked for your name, email address, and phone number, and to verify your email address. Your selections are saved as you go. A Booking that you have started but not submitted does not entitle you to any date, time, or Space. By entering information into a Booking, you direct Spotful to share it with the Venue for that Booking, including before you submit it, so that the Venue can review, price, and respond to it.

5.2 Requests and Instant Quotes

When you submit your selections, the Services determine, based on the Venue's settings, the availability of the requested date and time, and the size of your party, whether:

A Quote is issued to you immediately; or
Your selections are sent to the Venue as a Request for its review.

A Request is not a reservation and does not entitle you to any date, time, or Space, and submitting a Request does not by itself result in a charge. The Services may temporarily hold a requested time while a Request is pending, but any such hold may end at any time and does not guarantee availability. The Venue may respond to a Request by issuing a Quote, which may differ from your selections or from any prices shown to you earlier, or by declining it. If the Venue declines, we or the Venue may notify you, and we may pass on any reason the Venue gives. The Venue is not obligated to respond to or accept any Request. A Request that is not answered expires once the requested date and time have passed.

5.3 Quotes

A Quote is the Venue's offer to provide the Booking described in it, on the terms shown in the Quote and in the Venue Terms. A Quote can be accepted only until it expires. The Venue or Spotful sets how long Quotes remain open, and that period may be as short as a few hours. Once a Quote expires, it can no longer be accepted, and you will need to ask the Venue for a new one.

Before you pay, the Venue may revise a Quote. If the Venue allows it, you may also reopen an unpaid Request or Quote to change your selections. A reopened Booking must be submitted again, and the result may differ from the original Quote.

5.4 Availability

While a Quote is open, the requested date and time are generally held for you until the Quote expires. However, neither Spotful nor the Venue guarantees that a date, time, or Space will remain available until your Booking is confirmed. If the requested time is no longer available when you try to accept a Quote, your Booking may be returned to the Venue as a Request. If a payment is collected for a Booking that cannot then be confirmed, contact the Venue or us at support@spotful.io, and we may help you contact the Venue to resolve it. The Venue is responsible for any refund owed to you under the Venue Terms and applicable law.

5.5 Accepting a Quote and Confirmation

You accept a Quote by completing the first payment in its Payment Schedule through the Services or, if that first payment is $0, by saving a payment method to secure the Booking. Starting a payment does not by itself confirm a Booking. Your Booking is confirmed only when that first payment, or the saving of your payment method, has been successfully completed by the payment processor. We or the Venue may send you a confirmation once your Booking is confirmed.

5.6 Venue Terms and Electronic Signatures

Your Booking is subject to the Venue Terms, including any terms the Venue shows with its Listing or your Quote. If a Venue requires you to accept a booking agreement, the Services will show you its terms and ask you to sign it by typing your name before you pay. You agree that typing your name and confirming your acceptance constitutes your electronic signature and has the same legal effect as a handwritten signature. We may keep a copy of the terms you signed together with evidence of your signature, such as your typed name, your email address, the time of signing, and technical information such as your IP address and browser details, and we may make that record available to the Venue.

5.7 Changes to a Confirmed Booking

After your Booking is confirmed, you may ask the Venue, through the Services, to change the Space, the date or time, the number of Guests, or the type of gathering, and you may include a message with your request. The Venue may approve or decline your request. Your Booking does not change unless the Venue approves.

Approving a change does not by itself change the prices, payment amounts, or due dates in your Booking. For example, moving your Booking to a later date does not move your payment due dates. Any change to the price of your Booking must be agreed between you and the Venue.

5.8 Expiry of Unfinished Bookings

Bookings that are not completed expire automatically. A Booking you started but did not submit expires after a period of inactivity set by the Venue or by Spotful, or once its date has passed. A Request expires once its date and time have passed. A Quote expires at the end of the period set for it, or once its date has passed. A Request or Quote that expires unpaid does not by itself result in a charge. We may keep records of expired Bookings.

6. PRICES, PAYMENTS, AND FEES

6.1 Prices and Currency

Prices are shown in the currency displayed in the Services. Venues set the prices of their Spaces and Packages and their Minimum Spends. Your Quote shows the total price of your Booking and its components, which may include:

Charges for the Space and any Packages you select.
A minimum spend adjustment, if you choose to cover the Minimum Spend yourself (see Section 6.6).
Taxes, gratuities, and service charges that apply to the Booking.
Any service fee shown to you as a separate line (see Section 6.7).
Any discount the Venue applies.

The total price and Payment Schedule in a Quote are set when the Quote is issued. They may be revised by the Venue before you pay, and after your Booking is confirmed they may change only as you and the Venue agree.

6.2 Payment Schedule

Your Quote sets out a Payment Schedule, for example a deposit due when you accept the Quote and a balance due by the start of your gathering. The first payment is due when you accept the Quote, and completing it confirms your Booking. Any later payments are due on the dates shown in the Payment Schedule. You can generally make your next scheduled payment before its due date from your Booking page. You are responsible for paying each scheduled payment in full by its due date.

6.3 Saved Payment Methods and Scheduled Payments

When you make the first payment, or save a payment method to confirm a Booking whose first payment is $0, your payment method may be saved with the payment processor for use with that Booking.

If your Payment Schedule includes later payments and you save a card, including a card used through Apple Pay or Google Pay, you authorize the Venue, and Spotful and its payment processor on the Venue's behalf, to charge that card for the scheduled booking payments in your Payment Schedule on or after their due dates, in the amounts shown in your Payment Schedule or as later changed with your agreement. Some other payment methods cannot be charged this way, and if you use one of them you will need to make each later payment yourself.

If your Payment Schedule has no later payments, you authorize only the payment shown when you accept the Quote, and saving a payment method does not authorize any further charge.

We or the Venue may send you an email when your Booking is confirmed and when a later scheduled payment is recorded. If you wish to withdraw your authorization for future charges, contact the Venue or us at support@spotful.io before the next due date. Withdrawing your authorization does not cancel your Booking or reduce the amounts you owe under it, and you will need to make any remaining scheduled payments yourself through the Services.

6.4 What Your Authorization Does Not Cover

Unless you give a separate authorization, your payment authorization covers only the scheduled payments in your Booking, and does not cover any Minimum Spend shortfall or any other additional charge, such as charges for additional Guests, items ordered at the gathering, extra time, damage, or incidentals. Any such amounts are between you and the Venue, and are payable as you and the Venue arrange under the Venue Terms and applicable law.

6.5 Failed Payments

If a charge to your saved payment method is declined or requires additional verification, the payment remains due, and you can complete it yourself from your Booking page through the Services, using the same or a different payment method. We may not notify you when a charge does not go through. The payment method you use may then be saved for your remaining scheduled payments as described in Section 6.3. The consequences of a scheduled payment that remains unpaid are governed by the Venue Terms and applicable law.

6.6 Minimum Spend

Some Venues require a Minimum Spend. Where the Venue allows it, you may choose how the Minimum Spend will be met:

You cover it. If your selected Packages do not reach the Minimum Spend, a minimum spend adjustment is added to your Quote so that your total reaches it, and it is paid through your Payment Schedule.
Guests pay their own tabs. Guests order and pay for their own food and drinks directly with the Venue at the gathering. Any Packages you reserve are still billed to you through your Booking.
You split it with your Guests. You agree to cover food and drinks up to an amount you choose, and your Guests pay for the rest directly with the Venue at the gathering.

Where the Venue does not allow a choice, option 1 applies.

If you choose option 2 or option 3, you remain responsible to the Venue for meeting the Minimum Spend. Except to the extent included in your Payment Schedule, the amount you agreed to cover and any shortfall are settled directly between you and the Venue after the gathering, under the Venue Terms. Purchases your Guests make at the gathering are transactions between them and the Venue, outside the Services. Your payment authorization under Section 6.3 does not cover any Minimum Spend shortfall (see Section 6.4). In some cases, for example where you reserve no Packages, the payments in your Payment Schedule may be calculated by reference to the Minimum Spend; those payments are shown in your Quote and are scheduled payments like any other.

6.7 Spotful Fees

Spotful may charge Venues fees for the use of the Services, which may be deducted from amounts collected for the Venue. Unless a service fee is shown to you as a separate line in your Quote, you do not pay any separate fee to Spotful. If a service fee is shown, it is included in the total you pay.

6.8 Payment Processing and Payment Collection Agent

Payments for Bookings are processed by Stripe or another third-party payment processor that we select (the "payment processor"). The payment methods available to you are shown when you pay and may include cards, Apple Pay, Google Pay, and other payment methods. You enter your payment details directly with the payment processor, which collects your full card number. We may keep limited details, such as the card brand, the last four digits, and the expiration date, to identify the payment method saved for your Booking.

Depending on the Venue's payment setup, a payment for a Booking is made either (a) to the Venue through the Venue's own account with Stripe or the applicable payment processor, in which case the Venue is the merchant of record, or (b) to Spotful, or to an account that Spotful designates, to collect payments for the Venue's Booking. In either case, the payment, other than any service fee shown to you as a separate line (see Section 6.7), is made for the Venue's services under your Booking.

Where Spotful, or an account that Spotful designates, collects payments for a Venue, Spotful acts as the Venue's limited payment collection agent, solely for the purpose of accepting payments from you on the Venue's behalf. Your payment to Spotful or to that account satisfies your obligation to pay the Venue for that Booking to the extent of the amount paid, as if you had paid the Venue directly. Spotful is not the seller of the Space, Packages, or services in your Booking and does not assume the Venue's obligations to you. The Venue remains responsible to you for its services and for any refund owed to you under the Venue Terms and applicable law, and Spotful may process a refund on the Venue's behalf.

Your use of the payment processor's services is also subject to its own terms and privacy policy. You represent and warrant that you are authorized to use each payment method you provide.

6.9 Payment Disputes and Reversals

If you believe a charge is incorrect, please contact the Venue or us at support@spotful.io first. If you dispute a charge with your card issuer or bank, Spotful and the Venue may share information about your Booking with the payment processor and your issuer to respond to the dispute. If the payment that confirmed your Booking is reversed or returned, the Booking may be placed on hold and its date and time released to others until the matter is resolved.

7. CANCELLATIONS AND REFUNDS

7.1 Venue Terms Govern

Cancellations of and refunds for a Booking are governed by the Venue Terms and applicable law. The Venue's cancellation and refund terms may be provided with its Listing, with your Quote, in a booking agreement, or otherwise by the Venue. Spotful does not guarantee any refund. Before you accept a Quote, review the Venue Terms, and if the Venue has not provided cancellation or refund terms, ask the Venue about them before you pay.

7.2 Cancelling a Booking

You do not need to cancel an unpaid Request or Quote; you may simply let it expire. To cancel a confirmed Booking or ask about a refund, contact the Venue. You may also contact us at support@spotful.io, and we may pass your request to the Venue. A cancellation takes effect, and any refund is determined, as provided in the Venue Terms and applicable law.

7.3 Declines and Cancellations by the Venue

A Venue may decline a Request. If a Venue cancels a confirmed Booking, we or the Venue may notify you, and the Venue is responsible for any refund owed to you under the Venue Terms and applicable law.

To the fullest extent permitted by law, Spotful is not responsible for costs that you incur in reliance on a Request or Booking, such as caterers, decorations, travel, lodging, or a replacement venue, including if the Venue declines, cancels, changes, or does not confirm it. You are responsible for checking the status of your Request or Booking.

7.4 Refunds

Refunds issued through the Services are generally returned to the original payment method used for the payment being refunded, or as otherwise required by the payment processor or applicable law. The time it takes for a refund to reach you depends on the payment processor and on your card issuer or bank. A change to the price of a Booking does not by itself result in a refund; any refund of an amount you overpaid is issued as described in this Section. Service fees may be non-refundable, except as required by law.

7.5 Spotful's Role

Spotful is not a party to the agreement between you and the Venue and, except where applicable law requires otherwise, is not responsible for refunds owed by a Venue. Spotful may, at its sole discretion, help facilitate communication between you and the Venue or help process a refund that the Venue authorizes, but is not obligated to do so.

7.6 Cancellations and Corrections by Spotful

Spotful may, on the Venue's behalf, or where Spotful reasonably suspects fraud, an unauthorized payment, a pricing or system error, a violation of this Agreement, or a risk of harm or legal liability, decline, hold, cancel, or correct a Request, Quote, or Booking and release its date and time. Any refund owed for a cancelled Booking is handled as described in this Section 7. To the extent permitted by law, Spotful is not liable to you for taking any such action.

8. HOST RESPONSIBILITIES

8.1 Accurate Information and Guest Counts

The pricing, Packages, and suitability of a Space depend on the information you provide, including the number of Guests, the date and time, and the type of gathering. You agree to provide accurate information and, if it changes, to request a change to your Booking as described in Section 5.7. The Venue may refuse entry to Guests beyond the number in your Booking or require additional arrangements, as provided in the Venue Terms.

8.2 Guest Conduct and Venue Rules

You are responsible for your own conduct and for the conduct of your Guests. You agree, and agree to make sure your Guests agree, to comply with the Venue Terms, the Venue's house rules and capacity limits, the reasonable instructions of the Venue's staff, and all applicable laws. The Venue may refuse service to, or remove, any person, or end a gathering early, as provided in the Venue Terms and applicable law.

8.3 Alcohol and Age Requirements

Some Venues serve alcohol, and some Packages include alcoholic beverages. In the United States, the minimum legal drinking age is 21. Spotful is not responsible for verifying the age of Hosts or Guests. The Venue is solely responsible for serving alcohol lawfully, including checking identification and refusing service. You agree that you and your Guests will carry valid identification where required, comply with the Venue's age and alcohol policies, and not provide or arrange alcohol for anyone under the legal drinking age or who is visibly intoxicated. If people under 21 will attend your gathering, you should tell the Venue in advance. Venues may set their own age requirements.

8.4 Damage and Additional Costs

As provided in the Venue Terms and applicable law, you are responsible to the Venue for loss of or damage to the Venue's property caused by you or your Guests, and for any additional charges you incur at the gathering, such as for additional Guests, additional items, or extra time. These amounts are settled directly between you and the Venue and are not covered by the payment authorization described in Section 6.3.

8.5 Legal Compliance

You are responsible for making sure that your gathering and the activities at it are lawful and comply with the Venue Terms, and for obtaining any permits, licenses, or insurance that your gathering requires or that the Venue asks you to provide.

9. PROHIBITED USES

When using the Services, you agree to act in a respectful and lawful manner. You shall not use the Services to:

Violate any applicable laws, regulations, or third-party rights.
Engage in or promote discriminatory practices based on race, color, religion, gender, gender identity, sexual orientation, national origin, disability, age, or any other legally protected characteristic.
Harass, intimidate, or threaten Venues, their staff, other users, or Spotful employees.
Impersonate any person or entity, or make a Booking in another person's name without their authority.
Provide false or misleading information, including about the size, purpose, or nature of your gathering.
Engage in fraudulent activities, including using a payment method you are not authorized to use.
Submit Requests or accept Quotes that you do not intend to honor, or otherwise interfere with a Venue's availability.
Hold, promote, or facilitate any unlawful activity at a Venue.
Attempt to circumvent any security measures, rate limits, or access controls implemented by Spotful.
Use automated systems, bots, scripts, or other technological means to access the Services or to collect information from them, including Listings.
Distribute malware, spyware, or other malicious code.
Engage in activities that could overload, disable, or impair the functionality of the Services.
Reverse engineer, decompile, or attempt to extract the source code of the Services.
Create multiple accounts to circumvent restrictions or limitations.
Publish, post, upload, or send any Content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable.

Violation of these prohibitions may result in the suspension or termination of your account and may subject you to legal liability.

10. COMMUNICATIONS

10.1 Service Emails

By using the Services, you agree to receive emails from Spotful that are necessary to provide them, such as sign-in codes and links, and messages about your Bookings, such as acknowledgments of Requests, Quotes, Booking confirmations, payment receipts, declines, expirations, and cancellations. Because these messages are part of the Services, you cannot opt out of them while you have an account or an active Booking. Replies to automated emails may not be monitored; for help, contact support@spotful.io.

10.2 Communications from Venues

The Venue for your Booking receives your contact details and Booking information and may use them to communicate with you, including by email, phone, or text message. A Venue may send messages using its own systems or using tools available through the Services. Spotful does not control Venues' messaging. The Venue alone decides whether, when, to whom, and what to send, is the sender of its messages, and is solely responsible for obtaining any consent required by law, honoring opt-out requests, and complying with applicable law, including the Telephone Consumer Protection Act and the CAN-SPAM Act. Our tools may apply automated checks designed to enforce our policies and applicable law; that does not make Spotful the sender of a Venue's messages. A message that refers to a Booking on Spotful, or that links to a page on the Services, is not for that reason sent by Spotful. The Venue's handling of your information is its own responsibility. To stop messages from a Venue, follow the opt-out instructions in its messages or contact the Venue.

10.3 Marketing Communications

Where permitted by law, we may send you emails about Spotful. Each marketing email will include a way to unsubscribe. Unsubscribing from marketing emails does not stop the service emails described in Section 10.1.

10.4 Text Messages

Providing your phone number does not by itself enroll you in any text-message program operated by Spotful. If Spotful offers text messaging, we will obtain any consent and provide any disclosures that applicable law or carrier rules require before sending you text messages.

10.5 Electronic Communications

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, including by email or through the Services, satisfy any legal requirement that such communications be in writing.

10.6 Delivery of Messages

Booking confirmations, Quotes, reminders, receipts, sign-in codes and links, and other messages and notices that we or a Venue send you about the Services or your Booking are sent electronically and may be delayed, filtered, blocked, or not delivered. To the fullest extent permitted by law, Spotful does not guarantee that any message will be delivered or delivered on time, and is not responsible or liable for any delay or failure in delivery or receipt caused by carriers, email, internet, or messaging providers, spam or junk filters, your device, mailbox, or settings, or inaccurate or outdated contact details. You are responsible for keeping your email address, phone number, and other contact details accurate and up to date.

11. PRIVACY

Our Privacy Policy explains how we collect, use, and disclose personal information. It is not part of this Agreement.

To the extent permitted by law, you consent to Spotful and its service providers monitoring, recording, and analyzing your use of and interactions with the Services, including through session analytics, error and replay tools, chat and support tools, and similar technologies, and your chat and support interactions with us, in each case to operate, secure, and improve the Services, subject to any privacy choices that the Services make available to you. This consent is given in this Agreement and does not depend on the Privacy Policy being part of this Agreement.

To provide the Services, we may share your name, email address, phone number, and Booking details with the Venue for your Booking. The Venue may keep this information in its own records and use it under its own practices, for which Spotful is not responsible.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Spotful Intellectual Property

All right, title, and interest in and to the Services, including all intellectual property rights, remain the exclusive property of Spotful and its licensors. Content in Listings may belong to the Venues, Spotful, or their respective licensors. Subject to your compliance with this Agreement, Spotful grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal use, or for the internal purposes of the organization on whose behalf you book, to find and book Spaces. Nothing in this Agreement transfers any other rights in the Services to you.

Protected elements include, but are not limited to:

Software code, algorithms, and architecture.
User interface designs and visual elements.
Logos, trademarks, and brand identifiers.
Documentation and help content.
Data structures and organizational schemas.
Proprietary methods and processes.

You agree not to:

Copy, modify, or create derivative works based on the Services.
Reverse engineer, decompile, or disassemble the Services.
Remove, obscure, or alter any proprietary notices on the Services.
Sell, license, sublicense, or otherwise transfer rights to the Services.
Use the Services for purposes not authorized by this Agreement.
Attempt to gain unauthorized access to the Services or related systems.

12.2 Your Content

You may submit Content through the Services, such as details about your gathering, messages to a Venue with a change request, your typed signature on a booking agreement, and your profile name and photos. You retain ownership of your Content. You grant Spotful and its affiliates a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, use, reproduce, modify, adapt, format, publish, display, distribute, and transmit your Content in connection with operating, providing, improving, and promoting the Services, including sharing it with the Venue for your Booking and with our service providers, and to comply with legal obligations. If you create a public profile, this license includes displaying your profile name, images, and the other information you choose to make public on the Services. This license continues for as long as we retain your Content, including within Booking and transaction records that we keep.

You represent and warrant that:

You own the Content you submit or have the right to grant the license described above.
The Content does not infringe upon or misappropriate any intellectual property rights, privacy rights, publicity rights, or other rights of any third party.
The Content does not violate any applicable laws, regulations, or obligations.
The Content is not defamatory, obscene, harmful, or otherwise objectionable.

12.3 Feedback

If you send us suggestions or feedback about the Services, you grant Spotful a worldwide, perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

12.4 Infringement Complaints

If you believe that material on the Services infringes your copyright or other rights, you may notify us at support@spotful.io. Please identify the work or right concerned, the material you believe infringes it and where it appears on the Services, and how we can contact you. Spotful may remove or disable access to material that is claimed to infringe, and may suspend or terminate the accounts of users who repeatedly infringe the rights of others.

13. THIRD-PARTY SERVICES

The Services rely on and may link to Third-Party Services, including payment processing by Stripe, digital wallets such as Apple Pay and Google Pay, maps, email delivery, and security tools, as well as websites operated by Venues and others. Your use of Third-Party Services may be subject to their own terms and privacy policies. Spotful does not control and is not responsible for Third-Party Services or their content, availability, or practices.

Some features of the Services, such as address search and location tools, may use Google Maps features and content. Your use of those features is subject to the then-current Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.

14. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPOTFUL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Spotful does not guarantee:

That the Services will meet your specific requirements or expectations.
That defects in the Services will be corrected.
That the Services will be available at any particular time or location.
The accuracy, reliability, or completeness of any Listing or other information provided through the Services.
The availability of any Venue, Space, or Package on any date or at any time.
That a Venue will respond to a Request, issue a Quote, or honor a Booking.
The quality, safety, suitability, or legality of any Venue, Space, Package, food, beverage, or service.
That any Venue holds the licenses, permits, or insurance its business requires.
That Third-Party Services will continue to function or remain available.

These disclaimers apply to all aspects of the Services, including any advice or recommendations provided by Spotful or its representatives. No advice or information, whether oral or written, obtained from Spotful or through the Services will create any warranty not expressly stated in this Agreement.

15. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Spotful and its affiliates, and their respective members, managers, officers, directors, employees, agents, licensors, and service providers, shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with your use of the Services or this Agreement, even if Spotful has been advised of the possibility of such damages.

In no event shall the total liability of Spotful, its affiliates, and their respective members, managers, officers, directors, employees, agents, licensors, and service providers, taken together, arising out of or relating to this Agreement or the Services exceed the greater of (a) the amounts you paid to Spotful, as distinct from amounts paid to or for a Venue, for the Booking giving rise to the claim, and (b) one hundred U.S. dollars (US$100). Spotful's affiliates and the other persons whose liability is excluded or limited by this Section 15, who are indemnified under Section 16, or who are released under Section 17.5 are intended third-party beneficiaries of those Sections.

This limitation of liability applies to all claims, whether based on warranty, contract, tort, or any other legal theory. It applies to all aspects of the Services, including but not limited to:

Platform availability and performance.
Security incidents or data breaches, except as required by applicable data protection laws.
Errors or inaccuracies in the Services or in any Listing.
The acts or omissions of any Venue, Guest, or other third party.
The condition, safety, or suitability of any Venue, Space, or Package, and anything that occurs at a Venue.
Third-Party Services used with the Services.
Actions taken by Spotful to comply with laws or regulations.
Decisions made by Spotful regarding account suspension or termination.
Changes to features, functionality, or this Agreement.
Disputes between you and any Venue or other third party.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law. Certain jurisdictions do not allow the exclusion or limitation of certain warranties or of liability for certain damages, so some of the limitations in Sections 3.4, 10.6, 14, 15, and 16 may not apply to you. In those jurisdictions, including New Jersey, the disclaimers, exclusions, limitations, and indemnities in this Agreement apply to the fullest extent permitted by the law of that jurisdiction, and Spotful's liability is limited to the greatest extent permitted by that law.

16. INDEMNIFICATION

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Spotful, its affiliates, and their respective members, managers, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorney fees) arising from or relating to your use of the Services, your Bookings, the conduct of you or your Guests at any Venue, your Content, your breach of this Agreement or the Venue Terms, your violation of applicable laws, or your disputes with any Venue or other user. This duty of indemnification survives the termination or expiration of this Agreement.

17. DISPUTE RESOLUTION

17.1 Informal Resolution

Before bringing a formal claim against Spotful, you agree to contact us at support@spotful.io, describe the dispute and the relief you seek, and try in good faith to resolve the dispute informally for at least thirty (30) days after we receive your notice. This does not prevent you from seeking urgent relief or contacting a regulator.

17.2 Courts and Small Claims

Except as provided in this Section, any dispute arising out of or relating to this Agreement or the Services will be resolved in the courts described in Section 20.6. Either you or Spotful may instead bring an individual claim in a small claims court of competent jurisdiction, as long as the claim remains in that court and is pursued only on an individual basis.

17.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND SPOTFUL EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

17.4 Time Limit for Claims

To the extent permitted by law, any claim or cause of action that you may have arising out of or relating to this Agreement or the Services must be filed within one (1) year after the claim or cause of action arises, or it is permanently barred. That one-year period is tolled while the informal resolution process in Section 17.1 is pending, from the date we receive your notice until the end of the thirty (30) day period described in that Section.

17.5 Disputes with Venues

Disputes relating to a Booking, including disputes about cancellations, refunds, Minimum Spend shortfalls, damage, or the quality of a Venue, Space, Package, or service, are between you and the Venue and should be directed to the Venue. Spotful is not responsible for resolving disputes between you and Venues. However, Spotful may, at its sole discretion, assist in facilitating communication between you and the Venue.

To the fullest extent permitted by law, you release Spotful and its affiliates, and their respective officers, directors, members, managers, employees, and agents, from all claims, demands, and damages of every kind, known and unknown, arising out of or relating to any dispute between you and any Venue, Guest, or other user, or anything that occurs at a Venue. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you reside elsewhere, you waive any law of similar effect. This release does not apply to liability that cannot be released under applicable law.

18. CHANGES TO THIS AGREEMENT AND THE SERVICES

18.1 Changes to this Agreement

Spotful may modify this Agreement from time to time. When we do, we will post the revised Agreement on the Services with its effective date, and we will provide any additional notice of material changes, or obtain any consent, that applicable law requires, which may be through the Services, by email, or by other reasonable means. To the extent permitted by law, your continued use of the Services after the revised Agreement takes effect constitutes your acceptance of it. If you do not agree to the revised Agreement, you must stop using the Services.

A revised Agreement applies only from its effective date. It does not apply to disputes that arose before it took effect, and, unless applicable law requires otherwise, it does not alter the price, Payment Schedule, or payment authorization of a Booking confirmed before it took effect.

18.2 Changes to the Services

Spotful may modify, update, suspend, or discontinue the Services, or any part of them, at any time, with any notice that applicable law requires. Discontinuing the Services does not affect confirmed Bookings, which remain between you and the Venue, and does not give rise to any liability of Spotful except as expressly provided in this Agreement.

19. SUSPENSION AND TERMINATION

Spotful may suspend or terminate your access to the Services or your account for reasons including, but not limited to, suspected fraudulent activity, violation of this Agreement, a requirement of law, or other actions that risk harm to Venues, other users, or the Services.

You may stop using the Services at any time, and you may ask us to close your account by contacting us at support@spotful.io. Upon suspension or termination:

You will lose access to some or all features of the Services.
Any confirmed Booking remains subject to the agreement between you and the Venue, and termination of your account does not by itself cancel it.
You remain liable for any outstanding payments or obligations incurred before termination, including scheduled payments under your Bookings.
Spotful may retain your data as required by law or for legitimate business purposes, including Booking and transaction records, as described in our Privacy Policy.
Certain provisions of this Agreement will survive termination, as described in Section 20.8.

20. MISCELLANEOUS

20.1 Entire Agreement

This Agreement, together with any additional terms that apply to specific areas or features of the Services, constitutes the entire agreement between you and Spotful with respect to your use of the Services. Any other agreements, understandings, or representations (whether oral or written) between you and Spotful that relate to the subject matter of this Agreement are hereby superseded. The Venue Terms form a separate agreement between you and the Venue and do not bind Spotful.

20.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

20.3 No Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

20.4 Assignment and Transfer

You may not assign or transfer your rights or obligations under this Agreement without Spotful's prior written consent, and any attempt to do so without that consent is void.

Spotful may assign or transfer this Agreement, in whole or in part, together with its rights and obligations under it and the related information and records, including personal information as described in the Privacy Policy, without your consent and without notice except as required by law, to any affiliate or to any successor or acquirer, including in connection with a merger, acquisition, reorganization, sale of assets, or transfer of the Spotful business or brand to another company. Upon any such assignment or transfer, the assignee or transferee takes Spotful's place under this Agreement, you will be bound to it as if it had been the original party, and, to the extent permitted by law, Spotful is released from the obligations the assignee or transferee assumes. References in this Agreement to Spotful include its successors and permitted assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

20.5 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, acts of war or terrorism, riots, civil disorders, rebellions, fires, floods, sabotage, power outages, telecommunications or internet failures, cyberattacks, strikes, acts or omissions of third parties, or governmental actions.

20.6 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles, except to the extent the law of your place of residence requires otherwise. Except for claims brought in small claims court as described in Section 17.2, and except to the extent applicable law requires otherwise, any dispute arising out of or relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction and venue of such courts.

20.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not, then on the next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt.

Notices to Spotful shall be sent to:

MMJI CHILLZ, LLC
Attn: Legal Department
470 7th Ave, Suite 304
New York, New York 10018
Email: support@spotful.io

Notices to you shall be sent to the email address associated with your account or your Booking, or to such other address as you may designate in writing.

20.8 Survival

Any provisions of this Agreement that by their nature should survive termination of this Agreement shall survive, including but not limited to payment obligations, ownership provisions, licenses to Content, warranty disclaimers, the delivery disclaimer in Section 10.6, the booking link disclaimer in Section 3.4, indemnification, limitations of liability, releases, and dispute resolution provisions.

20.9 Notice to California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Services are provided by MMJI CHILLZ, LLC, 470 7th Ave, Suite 304, New York, New York 10018, (917) 838-5847. Unless a service fee is shown in a Quote, Hosts do not pay Spotful a separate fee for the Services. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

21. CONTACT US

If you have any questions about this Agreement or the Services, please contact us:

MMJI CHILLZ, LLC, operating as Spotful
470 7th Ave, Suite 304
New York, New York 10018
Email: support@spotful.io