Terms of Engagement

Last Updated: October 5, 2026

These Terms of Engagement (this "Agreement") are entered into by and between MMJI CHILLZ, LLC, a Delaware limited liability company, operating as Spotful, together with its successors and permitted assigns ("Spotful," "we," "us," or "our"), and the business that lists, manages, or accepts Bookings for a venue through the Services (the "Venue," "you," or "your"). This Agreement governs the Venue's use of the Spotful venue management tools and the Venue's participation in the Spotful marketplace.

By clicking to accept this Agreement, creating or claiming a venue account, inviting or adding Team Members, connecting a payment account, publishing a Listing, issuing a Quote, accepting a Booking, or receiving a payout through the Services, you agree to this Agreement on behalf of the Venue. If you accept on behalf of a business, you represent and warrant that you are authorized to bind that business, and "you" refers to that business. If there is no separate business, "you" refers to you individually. You must be at least 13 years old to use the Venue Tools. If you are under 18 (or under the age of majority where you live), a parent or legal guardian must also accept this Agreement and is jointly responsible with you for the Venue's obligations under it, and payouts may require an account held by an adult. If you do not agree to this Agreement, you must not use the Venue Tools.

This Agreement incorporates the Data Processing Addendum and the Acceptable Use Policy. Section 22 includes waivers of jury trial and class and representative proceedings, and limits the time to bring claims.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Agreement:

"Applicable Law" means all laws, regulations, ordinances, codes, rules, orders, and binding guidance that apply to a party, its business, or the relevant activity, including consumer protection, privacy, data protection, marketing, telecommunications, alcohol, health, safety, accessibility, anti-discrimination, employment, tax, and anti-money-laundering laws.
"Booking" means a reservation, or a request for a reservation, of a Space and any related Packages at your Venue for a particular date and time, made, requested, or managed through the Services, together with its Quote, payment schedule, payments, and change history.
"Card Network Rules" means the rules, regulations, and standards of card networks, payment method providers, and payment processors that apply to payments made through the Services.
"Designated Collection Account" means a payment account owned or controlled by Spotful, any of its affiliates or predecessors, or another person that Spotful designates, that is used to collect payments for Bookings at a Venue that does not have, or is not using, its own Payment Account.
"Fees" means the Spotful Fees and any other amounts you owe Spotful under this Agreement or an Order Form.
"Host" means a person who requests, accepts, pays for, or holds a Booking, including a person for whom you create a Booking through the Services.
"Host Data" means personal information about Hosts and other individuals that Spotful collects through its own booking, sign-in, account, payment, and marketplace flows, including information Spotful makes available to you in connection with a Booking.
"Host-Facing Terms" means any terms, policies, house rules, cancellation and refund policies, booking agreements, or other conditions that you provide to Hosts for a Booking, whether in your Listing, with a Quote, in a booking agreement, or otherwise. The Spotful Terms of Service refer to Host-Facing Terms as "Venue Terms."
"Listing" means your venue's pages and information on the Services, including descriptions, photos, videos, Spaces, capacities, menus, Packages, prices, minimum spends, availability, policies, and house rules.
"Order Form" means any order form, proposal, statement of work, fee schedule, or other document that refers to this Agreement and that you and Spotful accept in writing, including electronically.
"Package" means food, beverage, bar, add-on, or other items or services that you offer for a Booking.
"Payment Account" means a connected account that you hold with Stripe, Inc. or its affiliates ("Stripe") and connect to the Services.
"Quote" means a priced offer for a Booking issued by you or through the Services on your behalf, including any offer the Services generate automatically from your settings.
"Request" means a Booking submitted to you for your review before any Quote is issued.
"Services" means the Spotful websites, marketplace, booking tools, Venue Tools, emails, and related services, as Spotful makes them available from time to time.
"Space" means a room, area, or other space at your Venue that can be booked through the Services.
"Spotful Fees" means the fees for the Services that you pay to Spotful, as described in Section 8.
"Team Member" means any owner, employee, contractor, agent, or other individual whom you invite, authorize, or permit to access the Venue Tools on your behalf.
"Third-Party Services" means services, software, data, or products provided by persons other than Spotful, including payment processors, mapping services, messaging carriers, and services that you connect to the Services.
"Venue Content" means all information and material that you or anyone on your behalf provides or makes available to Spotful, including your Listing information, names, trademarks, logos, photos, videos, menus, decks, brochures, website and social media content, and Host-Facing Terms.
"Venue Tools" means the dashboards, settings, tools, and features that Spotful makes available for venues to manage Listings, availability, Quotes, Bookings, payments, customer records, messages, and related activities.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." The singular includes the plural and vice versa. "Written" and "in writing" include email and records made through the Services. References to Sections are to sections of this Agreement unless stated otherwise. No rule of construction against the drafter applies to this Agreement.

2. RELATIONSHIP WITH OTHER TERMS

2.1 Documents That Make Up This Agreement

This Agreement consists of these Terms of Engagement, the Data Processing Addendum, the Acceptable Use Policy, and any Order Form. If there is a conflict, the following order of precedence applies, to the extent of the conflict: (a) an Order Form, but only (i) for the fees and other commercial terms that it expressly addresses, such as Fees and the scope of services, and (ii) for a disclaimer, exclusion or limitation of liability, indemnity, release, limitation period, waiver of jury trial or of class or representative proceedings, governing-law or forum provision, or other dispute-resolution provision of this Agreement, including those in Sections 17 and 22, and then only if the Order Form is signed, including electronically, by an authorized officer or manager of Spotful and expressly identifies each Section that it changes; (b) the Data Processing Addendum, for the processing of personal information that it covers; (c) these Terms of Engagement; and (d) the Acceptable Use Policy.

2.2 Spotful Terms of Service

The Spotful Terms of Service also apply to your and your Team Members' use of the Services. If the Terms of Service conflict with this Agreement regarding your use of the Services as a venue, this Agreement controls.

2.3 Privacy Policy

The Spotful Privacy Policy explains how Spotful handles personal information, including information about Team Members. The Privacy Policy is not part of this Agreement.

2.4 Order Forms

Spotful may offer you specific fees, services, or terms in an Order Form. An Order Form binds you when you sign or accept it, including electronically, or when you use the services it describes. Any terms in a purchase order, invoice, or other document that you issue are void and do not bind Spotful.

3. THE SERVICES AND SPOTFUL'S ROLE

3.1 Marketplace and Tools

The Services provide an online marketplace where Hosts can discover venues and request, book, and pay for Spaces and Packages, together with Venue Tools that may help you manage your Listing, availability, Quotes, Bookings, payments, customer records, and communications. Spotful decides which features to offer, to whom, and on what terms, and may add, change, limit, or remove features at any time.

3.2 You Are the Provider and Seller

You are the provider and seller of the Spaces, Packages, and services offered in your Listing and Bookings. Each confirmed Booking is a contract between you and the Host on the terms of the Quote and your Host-Facing Terms. Spotful is not a party to that contract, is not the seller of venue services, and is not responsible for performing any Booking. Except for the limited payment collection agency described in Section 7.4 and any other agency that this Agreement expressly creates, Spotful is not your agent, and nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary, or employment relationship between you and Spotful.

3.3 No Guarantee of Business

Spotful does not guarantee any number of inquiries, Requests, Bookings, Hosts, or amount of revenue, or any particular placement, ranking, or visibility of your Listing. Spotful may determine, in its discretion, how Listings are displayed, ranked, filtered, recommended, and promoted, and may consider factors including relevance, location, availability, pricing, responsiveness, quality, compliance, Host feedback, and commercial arrangements.

3.4 Actions Taken at Your Request

If you ask or allow Spotful to take actions in the Venue Tools on your behalf, such as setting up your Listing, Spaces, Packages, prices, availability, or Host-Facing Terms, or responding to a Request, Spotful acts on your instructions, and you are responsible for those actions as if you had taken them yourself. Spotful has no obligation to take any action on your behalf.

3.5 Automated Features

The Services may issue Quotes, apply prices, taxes, charges, fees, and discounts, accept or decline Bookings, hold or release availability, send messages, and take other actions automatically based on your settings and the information in your Listing. You are responsible for your settings and for any Quote, Booking, or other result that the Services generate from them, and you are bound by any Quote the Services issue on your behalf.

3.6 Features That Use Artificial Intelligence

The Services may include features that use artificial intelligence or other automated tools, for example to draft or format content, suggest prices or responses, or review content. Output from these features may be inaccurate or incomplete. You are responsible for reviewing any output before you use or publish it.

3.7 Support and Service Levels

Spotful may offer support through the channels it chooses. Spotful does not commit to any support response time, uptime, or other service level unless an Order Form expressly states that commitment.

4. ACCOUNTS AND TEAM MEMBERS

4.1 Account Information

You must provide accurate, complete, and current information about your business, ownership, contacts, and payment arrangements, and update it promptly when it changes. Spotful may verify information you provide, directly or through Third-Party Services, and may request additional information or documents at any time.

4.2 Team Members

You are responsible for deciding who may access the Venue Tools on your behalf, assigning appropriate roles and permissions, and removing access promptly when it is no longer appropriate. You are responsible for all acts and omissions of your Team Members and of anyone who accesses the Venue Tools using your or your Team Members' credentials, and for their compliance with this Agreement. Each Team Member must agree to the Terms of Service and comply with the Acceptable Use Policy. Spotful may rely on any instruction, approval, or action given or taken by a Team Member as given or taken by you.

4.3 Account Security

You must keep the email accounts, devices, and credentials used to access the Venue Tools secure, and must notify Spotful promptly at support@spotful.io if you suspect unauthorized access. Spotful is not responsible for losses resulting from unauthorized access to your or your Team Members' email accounts, devices, or credentials.

4.4 Accounts Created by Spotful

Spotful may create a venue account or Listing for you before you accept this Agreement, for example from materials you provide. When you accept this Agreement or use the Venue Tools, this Agreement applies to that account and Listing, and to any Bookings made through it, including Bookings made before you accepted.

5. LISTINGS AND VENUE CONTENT

5.1 Creating and Editing Listings

You may create and edit your Listing through the Venue Tools. Spotful may also create, format, edit, translate, supplement, and update your Listing, including from Venue Content such as your decks, menus, brochures, photos, website, and social media, and may present it in Spotful's own style. Spotful may decline, suspend, or remove any Listing or Venue Content at its discretion.

5.2 Your Responsibility for Accuracy

You are responsible for your Listing and for the accuracy, completeness, and legality of all Venue Content and Listing information, including content that Spotful prepares from Venue Content. You must review your Listing, keep it current, and promptly correct, or tell Spotful about, anything that is inaccurate, incomplete, or out of date, including descriptions, photos, capacities, accessibility information, menus, Packages, prices, minimum spends, availability, and policies. Spotful has no obligation to verify any Venue Content or Listing information.

5.3 Prices and Charges

You set the prices of your Spaces and Packages, your minimum spends, and the taxes, gratuities, service charges, and other charges that apply to your Bookings. You are responsible for ensuring that your prices and charges, and the way they are described and disclosed to Hosts, comply with Applicable Law, including laws on price transparency, mandatory fees, service charges, and gratuities. You must honor the prices and terms in each Quote that you issue or that the Services issue on your behalf.

5.4 License to Venue Content

You grant Spotful and its affiliates a worldwide, non-exclusive, royalty-free, fully paid, transferable license, with the right to sublicense through multiple tiers, to use, host, store, reproduce, modify, adapt, edit, crop, resize, translate, format, create derivative works of, publish, publicly display and perform, distribute, and otherwise exploit Venue Content, including your names, trademarks, and logos, in any media now known or later developed, for the purposes of: (a) operating, providing, and improving the Services; (b) marketing and promoting your venue and the Services, including in advertising, email, social media, search engines, and sales materials; and (c) syndicating or distributing your Listing and Venue Content through partners, affiliates, and other websites, applications, and channels. This license continues after this Agreement ends for a reasonable period to allow Spotful to remove Venue Content from active use, and continues indefinitely for archival copies, Booking records, and marketing materials created before this Agreement ends.

5.5 Your Rights in Venue Content

You represent and warrant that you own or have all rights, licenses, consents, and releases needed to grant the license in Section 5.4, including the consent of any person shown or named in Venue Content, and that Venue Content and its use as permitted by this Agreement will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person or violate Applicable Law.

5.6 Reviews and Feedback from Hosts

The Services may allow Hosts to rate or review venues, and Spotful may display, moderate, or remove ratings and reviews at its discretion. You must not offer incentives for reviews or manipulate reviews except as Applicable Law permits and Spotful's policies allow.

6. AVAILABILITY, QUOTES, AND BOOKINGS

6.1 Availability and Quotes

You are responsible for keeping your availability, capacities, and settings in the Venue Tools accurate. A Quote is your offer to provide the Booking described in it, on the terms of the Quote and your Host-Facing Terms. When a Host accepts a Quote in the manner described in the Terms of Service, the Booking is confirmed, and you must honor it.

6.2 Requests

You may accept or decline Requests in your discretion, subject to Applicable Law and Section 6.6. Spotful may pass on to the Host any reason you give for a decline.

6.3 Bookings You Create

If you create a Booking for a Host through the Services or enter a Host's contact details, you represent and warrant that the Host has asked you to do so or has otherwise agreed to be contacted about the Booking, and that you are permitted under Applicable Law to give those details to Spotful and to have Spotful contact the Host about the Booking.

6.4 Changes and Cancellations

You must handle change requests, cancellations, and refunds in accordance with your Host-Facing Terms, the Quote, and Applicable Law. If you cannot provide a confirmed Booking, you must notify the Host and Spotful promptly, offer any remedy required by your Host-Facing Terms and Applicable Law, and issue any refund owed. Spotful may cancel a Booking, release its date and time, or issue a refund on your behalf as described in Sections 7.7, 18.3, and 18.4.

6.5 Host-Facing Terms and Booking Agreements

You are responsible for your Host-Facing Terms, including their content, clarity, enforceability, and compliance with Applicable Law, and for providing them to Hosts before a Booking is confirmed. Your Host-Facing Terms must be consistent with the Quote and must not impose any obligation or liability on Spotful. The Services may allow you to require Hosts to accept a booking agreement and to sign it electronically. Spotful may present the agreement, collect the Host's electronic signature, and keep a record of the signature and related information, and may make that record available to you, to the Host, and as required by law. Spotful does not provide legal advice and does not warrant that any booking agreement, signature, or record will be valid, enforceable, or sufficient for your purposes.

6.6 Non-Discrimination and Accessibility

You must not decline, cancel, price, or otherwise treat any Request, Booking, or Host differently on the basis of race, color, religion, national origin, ancestry, sex, gender identity or expression, sexual orientation, marital status, disability, age, or any other characteristic protected by Applicable Law. You are responsible for complying with accessibility laws that apply to your premises and services and for the accuracy of any accessibility information in your Listing.

6.7 Payments Outside the Services

You must not ask or encourage a Host to make, or accept from a Host, any payment for a Booking outside the Services, except for amounts that the Terms of Service or the Booking contemplate will be settled directly between you and the Host, such as purchases made by guests at the gathering, minimum spend shortfalls, and additional charges incurred at the gathering. During the term of this Agreement and for twelve (12) months after a Host first contacts you or submits a Request through the Services, you must not book that Host for a Space or event outside the Services in order to avoid Spotful Fees. If you do, you must pay Spotful the Spotful Fees that would have applied had the Booking been made through the Services, and Spotful may deduct that amount as described in Section 7.9.

7. PAYMENTS

7.1 Payment Processing

Payments for Bookings are processed by Stripe or another payment processor that Spotful selects. Depending on your setup, payments for your Bookings are made either through your own Payment Account, as described in Section 7.3, or through a Designated Collection Account, as described in Section 7.4. Spotful may determine which arrangement applies to your Bookings and may change it, including by requiring you to set up a Payment Account.

7.2 Payment Information and Verification

You must provide Spotful and its payment processors with accurate and complete information about you, your business, your beneficial owners, and your bank account, and update it as needed. You authorize Spotful to share information about you, your business, your Team Members, your Bookings, and your transactions with its payment processors, banks, card networks, and fraud-prevention services, and to obtain information about you from them, to provide the Services, verify your identity and eligibility, comply with Applicable Law and Card Network Rules, and prevent fraud and loss.

7.3 Payment Accounts with Stripe

If you use a Payment Account:

Payment processing services for venues on Spotful are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement or continuing to operate as a venue on Spotful, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Spotful enabling payment processing services through Stripe, you agree to provide Spotful accurate and complete information about you and your business, and you authorize Spotful to share it and transaction information related to your use of the payment processing services provided by Stripe.
Stripe processes your personal data as described in the Stripe Privacy Policy. Information about Stripe's acquiring partners is available in Stripe's acquirer disclosure.
You are the merchant of record for payments for your Bookings made through your Payment Account.
You authorize Spotful to access and use data about your Payment Account, including its balance, transactions, payouts, disputes, and verification status, and to take the following actions on your behalf through your Payment Account: create and manage payments, customers, and saved payment methods for your Bookings; collect Spotful Fees and any Host service fees; issue refunds; respond to and manage disputes, including by submitting evidence; set and change the timing and frequency of payouts, initiate payouts, and hold or delay payouts; and recover amounts you owe Spotful as described in Section 7.9.
Spotful may restrict your ability to disconnect Spotful's access to your Payment Account, or to view, access, or activate certain features of it, while any Booking, refund, dispute, reserve, or amount owed under this Agreement remains outstanding.
Your relationship with Stripe is governed by the Stripe Services Agreement. Spotful is not responsible for Stripe's acts or omissions, including any decision by Stripe to restrict, suspend, or close your Payment Account or to delay or withhold funds.

7.4 Designated Collection Account: Limited Payment Collection Agent

If payments for any of your Bookings are collected through a Designated Collection Account:

You appoint Spotful, and any affiliate, predecessor, or other person that owns or controls a Designated Collection Account (each acting as Spotful's sub-agent), as your limited agent solely to accept payments from Hosts for those Bookings on your behalf, to hold those payments pending remittance, and to remit the net amounts to you as described in this Agreement.
A Host's payment to Spotful, or into the Designated Collection Account, for a Booking satisfies the Host's obligation to pay you for that Booking to the extent of the payment, whether or not Spotful remits the amount to you. You must not seek payment from the Host for any amount that Spotful has received for the Booking.
You remain the seller of the venue services and are responsible for the Booking as described in Section 3.2.
Spotful's obligation to remit amounts to you arises only when Spotful has received the funds in settled form and is subject to this Agreement, including Spotful's rights to deduct Fees, refunds, disputes, chargebacks, reserves, and other amounts you owe.
Amounts collected for you may be held in accounts in the name of Spotful or its affiliate, predecessor, or designee and may be held together with funds collected for others. You are not entitled to interest or other earnings on these amounts. Spotful is not a bank, trustee, fiduciary, or escrow agent, and holding these amounts does not create a trust or fiduciary relationship.
Spotful may end the use of a Designated Collection Account for your Bookings at any time and may require you to set up a Payment Account to continue receiving payments through the Services.

7.5 Host Payment Authorizations

The Services may allow Hosts to save a payment method and authorize scheduled payments under a Booking's payment schedule, as described in the Terms of Service. You must not charge, or ask Spotful to charge, a Host's payment method for any amount outside the Host's authorization, including minimum spend shortfalls, damage, incidentals, or additional charges, unless the Host has given a separate authorization that complies with Applicable Law and Card Network Rules. A Host may withdraw an authorization for future charges, and a scheduled charge may fail. Spotful does not guarantee that any scheduled payment will be collected.

7.6 Payouts

Spotful, or its payment processor at Spotful's direction, may pay out amounts collected for your Bookings, less Fees and other amounts deducted under this Agreement, to the bank account associated with your Payment Account or that you designate for a Designated Collection Account. Spotful may determine the timing, frequency, and amount of payouts, which may depend on factors including the date and status of the Booking, the payment status, refunds and disputes, your account history and risk profile, verification status, and the requirements of payment processors and Card Network Rules. Spotful may delay, hold, or adjust a payout to investigate suspected fraud, error, a breach of this Agreement, or a risk of loss, or as required by Applicable Law or a payment processor. You must review payouts and payout reports and notify Spotful of any error promptly. To the extent permitted by Applicable Law, Spotful is not liable to you for any delay, hold, or adjustment of a payout made under this Section 7.6, but this does not limit Spotful's obligation to remit amounts due to you under this Section 7, net of amounts Spotful is entitled to deduct or recover, once the delay or hold ends.

7.7 Refunds

You are responsible for refunds owed to Hosts under your Host-Facing Terms, the Quote, and Applicable Law. You authorize Spotful to issue refunds to Hosts for your Bookings, in whole or in part, on your behalf: (a) when you instruct or approve the refund through the Services or otherwise; (b) when a Booking that a Host has paid for cannot be confirmed or provided; (c) when Spotful reasonably believes that a refund is required by your Host-Facing Terms, Applicable Law, or Card Network Rules; or (d) when Spotful reasonably believes that a refund is appropriate to prevent or resolve fraud, a dispute, or a chargeback. You are responsible for the amount of each refund. Spotful Fees and any fees charged by payment processors may be non-refundable to you, even when the Host's payment is refunded, except as an Order Form provides otherwise.

7.8 Disputes and Chargebacks

You are responsible for all disputes, chargebacks, reversals, and returns relating to your Bookings, and for the related fees, fines, penalties, and costs imposed by payment processors or card networks, whatever their outcome. Spotful may, but is not required to, contest a dispute or chargeback, and may decide how to respond, including by submitting information about the Booking, your Host-Facing Terms, communications, and signature records. You must cooperate with Spotful and provide information and evidence promptly when asked. Spotful may accept a dispute or chargeback on your behalf where it reasonably believes that contesting it is unlikely to succeed or would be inappropriate.

7.9 Amounts You Owe, Set-Off, and Recovery

You must pay Spotful, on demand, all Fees, refunds, disputes, chargebacks, reversals, fees, fines, penalties, negative balances, overpayments, and other amounts that you owe under this Agreement or that Spotful pays or incurs in connection with your Bookings or your Payment Account. Spotful may recover these amounts, in any order and combination, by: (a) deducting them from amounts collected for you or from any payout; (b) debiting the balance of your Payment Account or reversing transfers or payouts made to it; (c) charging or debiting any payment method or bank account that you have provided to Spotful or its payment processor, and you authorize these charges and debits; (d) setting them off against any amount that Spotful or its affiliates owe you under this or any other agreement; or (e) invoicing you, in which case you must pay within the time stated in the invoice. Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month and the highest rate permitted by Applicable Law, and you must reimburse Spotful's reasonable costs of collection, including attorneys' fees.

7.10 Reserves and Holds

Spotful may require a reserve, or may hold all or part of the amounts collected for you or in your Payment Account, in an amount and for a period that Spotful determines in its reasonable discretion, to secure your obligations under this Agreement, including where Spotful reasonably believes that there is an elevated risk of refunds, disputes, chargebacks, fraud, non-performance of Bookings, or a breach of this Agreement, or where your account is being closed. Spotful may use reserved or held amounts to pay any amount you owe under this Agreement. Spotful may continue to hold a reserve after this Agreement ends until it reasonably determines that the related risk has passed. To the extent permitted by Applicable Law, Spotful is not liable to you for any reserve or hold that it requires or maintains, or for its use of reserved or held amounts, under this Section 7.10, but this does not limit Spotful's obligation to remit amounts due to you under Section 7 once the reserve or hold is released.

7.11 Errors

If Spotful or its payment processor pays you an amount in error or more than you are owed, you must repay it, and Spotful may recover it as described in Section 7.9. If you believe that you have been underpaid, you must notify Spotful with reasonable detail. Except as required by Applicable Law, you waive any claim regarding a payout or deduction that you do not raise within one hundred eighty (180) days after the payout or deduction.

8. FEES

8.1 Spotful Fees

You must pay the Spotful Fees shown in the Venue Tools, set out in an Order Form, or otherwise communicated to you in writing. Spotful Fees may include fees calculated as a percentage of, or a fixed amount per, a Booking or payment, subscription or service fees, and amounts to cover payment processing and related costs. Spotful Fees are calculated as shown in the Venue Tools or set out in an Order Form, and are earned when the Host's payment is made.

8.2 Fees Charged to Hosts

Spotful may charge Hosts a service fee or other fees for using the Services, which may be shown as a separate line in a Quote. These fees belong to Spotful, are not part of the price of your venue services, and are not payable to you.

8.3 Collection of Fees

Spotful may deduct Spotful Fees and Host service fees from the payments collected for your Bookings, or recover them as described in Section 7.9. Unless stated otherwise, Fees are exclusive of taxes, and you are responsible for any taxes that apply to the Fees, other than taxes on Spotful's net income.

8.4 Changes to Fees

Spotful may change the Spotful Fees, or introduce new fees, by updating them in the Venue Tools or by notifying you. Changes apply to Bookings whose Quotes are issued on or after the effective date of the change, unless an Order Form provides otherwise or the change reduces the Fees. If you do not agree to a change, you may stop using the Services and terminate this Agreement as described in Section 18.

9. TAXES

9.1 Your Responsibility

You are solely responsible for determining, charging, collecting, reporting, and remitting all taxes, duties, and similar charges that apply to your Bookings, Spaces, Packages, gratuities, service charges, and other venue services, and for the accuracy of the tax settings and rates you apply in the Services. Spotful does not provide tax advice. Any tax calculation or default rate in the Services is a convenience, and you are responsible for confirming that it is correct for your Bookings.

9.2 Marketplace Facilitator Laws

Where Applicable Law requires or permits Spotful to calculate, collect, or remit taxes on Bookings as a marketplace facilitator or otherwise, Spotful may do so, may adjust the amounts charged to Hosts and remitted to you accordingly, and may require tax information from you. You must not separately collect or remit any tax that Spotful collects and remits for a Booking, and you remain responsible for all other taxes.

9.3 Gratuities and Service Charges

You are responsible for describing gratuities and service charges accurately to Hosts and for distributing them to your staff, or otherwise handling them, as Applicable Law requires.

9.4 Tax Information and Reporting

You must provide Spotful and its payment processors with the tax identification numbers, forms, and other information that they request. Spotful and its payment processors may report information about you and your Bookings to tax authorities and issue information returns as required by Applicable Law. Spotful may withhold amounts from payouts where Applicable Law requires it.

10. PREMISES, ALCOHOL, SAFETY, AND INSURANCE

10.1 Your Premises and Services

You are solely responsible for your premises, Spaces, Packages, food and beverages, staff, contractors, equipment, and services, and for their condition, safety, security, quality, cleanliness, and suitability for each Booking, including crowd management, capacity limits, fire and life-safety measures, food safety, allergen information, and the conduct of your staff and contractors.

10.2 Licenses and Permits

You represent and warrant that you hold, and will maintain, all licenses, permits, registrations, certificates, and approvals required for your business and for each Booking, including business, occupancy, food service, entertainment, and liquor licenses, and that you will comply with their conditions.

10.3 Alcohol

If you sell, serve, or permit alcohol, you are solely responsible for doing so lawfully, including verifying the age and identity of guests, refusing service to underage or visibly intoxicated persons, and complying with the terms of your liquor license and all alcohol-related laws, including those that govern the advertising and pricing of alcohol and the packaging of alcohol with other items. Spotful does not verify the age of Hosts or guests.

10.4 Insurance

You must maintain, at your own cost, insurance that is customary for your business and adequate to cover your obligations under this Agreement and each Booking, including commercial general liability insurance, liquor liability insurance if you sell, serve, or permit alcohol, workers' compensation insurance as Applicable Law requires, and any other insurance that Applicable Law requires. On Spotful's request, you must provide evidence of this insurance and, where Spotful reasonably requests, have Spotful named as an additional insured. Spotful does not provide insurance for you, Hosts, or guests. Spotful has no duty to request, review, or verify any insurance, or to monitor or supervise any Booking, and its doing so does not make your coverage adequate or relieve you of any responsibility under this Agreement.

10.5 Incidents

You must notify Spotful promptly of any incident at your venue connected with a Booking that involves serious injury, death, significant property damage, police involvement, or a claim against Spotful, and must cooperate with Spotful's reasonable requests for information about it.

10.6 Hosts and Guests

Spotful does not screen Hosts or guests and is not responsible for their conduct, for damage they cause, or for amounts they owe you outside the Services. You must pursue any claim against a Host or guest directly with them.

11. COMMUNICATIONS WITH HOSTS AND CONTACTS

11.1 Spotful's Own Communications

Spotful may communicate with Hosts and other users about the Services and Bookings, including messages about Requests, Quotes, confirmations, payments, changes, and cancellations, and Spotful's own marketing, as described in the Terms of Service and the Privacy Policy. Spotful may decide the content, timing, and channel of its own communications and may include your Listing information and Host-Facing Terms in them.

11.2 Your Messages

The Services may allow you to send emails, text messages, or other communications to Hosts, customers, and other contacts, including messages about Bookings, follow-ups, and marketing or promotional messages. Spotful does not control your messaging. You alone decide whether, when, to whom, and what to send, and you are the sender of each message that you send or schedule through the Services, or that the Services send at your direction or based on your settings. This remains true when a message is sent from a phone number, sender name, email address, or domain that Spotful provides or designates, or when a message refers to Spotful or links to a page on the Services.

11.3 Your Messaging Compliance

You are solely responsible for your messages and for complying with all laws and industry rules that apply to them, including the Telephone Consumer Protection Act and its regulations, the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing, text messaging, and anti-spam laws, do-not-call rules, and the guidelines of the CTIA and of wireless carriers. You must obtain and keep records of every consent that Applicable Law requires before you send a message, identify yourself as the sender, include any required opt-out mechanism and physical address, honor opt-out and do-not-contact requests promptly, and respect any time-of-day and frequency limits. You must not send messages to anyone who has not consented where consent is required, or to anyone who has opted out.

11.4 Spotful's Controls

Spotful may apply automated and manual checks to messages and campaigns to enforce its policies, the requirements of carriers and messaging providers, and Applicable Law, and may delay, block, modify the routing of, or decline to send any message, suspend messaging features, or require additional information or registration. Spotful may maintain a platform-wide suppression list and may suppress messages to any recipient who has opted out of messages through the Services or whose contact details Spotful has reason to believe should not be contacted. Spotful's application of these controls does not make Spotful the sender of your messages, does not mean that Spotful has reviewed or approved them, and does not relieve you of your responsibility for them.

11.5 Senders and Registrations

Phone numbers, sender names, email addresses, and domains that Spotful provides or designates for your use remain Spotful's or its providers' property, and Spotful may change, reassign, or withdraw them. You must provide accurate information for any brand, campaign, or sender registration that carriers or messaging providers require, and you authorize Spotful to submit that information on your behalf.

12. DATA PROTECTION

12.1 Data Processing Addendum

The Data Processing Addendum forms part of this Agreement and governs personal information that Spotful processes on your behalf.

12.2 Host Data

Host Data is collected by Spotful through its own flows, and Spotful is an independent controller and business with respect to it. Spotful may use Host Data for its own purposes as described in its Privacy Policy, including to provide, improve, and promote the Services and to market other venues and services to Hosts. When Spotful makes Host Data available to you, you receive it as an independent controller and business, and you are solely responsible for your collection, use, disclosure, retention, and protection of it, and for complying with Applicable Law and your own privacy notice in doing so. You must use Host Data only as permitted by Applicable Law and, where you use it for marketing, only with any consent Applicable Law requires. You must honor opt-out and other requests that Hosts make to you, and any opt-out signals or suppression instructions that Spotful passes to you.

12.3 Customer Records and Other Data You Provide

When you enter, upload, import, or sync personal information into the Services, or direct Spotful to process personal information on your behalf, including customer records, contact lists, notes, message recipients, and data from Third-Party Services that you connect, Spotful acts as your processor and service provider for that information, as described in the Data Processing Addendum. You represent and warrant that you have provided all notices, obtained all consents, and have all rights required by Applicable Law for Spotful to process that information as contemplated by this Agreement.

12.4 Analytics and Advertising Tags

The Services may allow you to add analytics, advertising, or similar tags or pixels to your Listing pages. If you do, you are responsible for the tags, for the information they collect, for your and the tag providers' use of that information, and for providing any notice, obtaining any consent, and honoring any opt-out that Applicable Law requires. Spotful may limit, delay, or block your tags, including to apply users' privacy choices.

12.5 Usage and Aggregated Data

Spotful may collect and use information about the use and performance of the Services, including information about your use of the Venue Tools and your Bookings, and may create and use aggregated or de-identified data from any information processed through the Services, for any lawful purpose, including to provide, analyze, develop, and improve the Services and Spotful's other products and services. Spotful owns that information and data.

13. THIRD-PARTY SERVICES

13.1 Generally

The Services may rely on or interoperate with Third-Party Services. Your use of a Third-Party Service is governed by its own terms and privacy policy. Spotful does not control, and is not responsible for, Third-Party Services, including their availability, security, accuracy, or changes to them, and may stop supporting any Third-Party Service at any time.

13.2 Services You Connect

If you connect a Third-Party Service to the Services, you authorize Spotful to access, exchange, and process data with that service on your behalf, as needed to provide the features you use. You are responsible for your account with that service, for complying with its terms, and for having all rights and consents needed for the data exchanged.

13.3 Google Maps

The Venue Tools may use Google Maps features, for example to look up and confirm your address. Your use of Google Maps features is subject to the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.

14. YOUR WARRANTIES AND COMPLIANCE

You represent, warrant, and covenant that:

You are duly organized and in good standing, and have full power and authority to enter into and perform this Agreement.
You and your venue services, Listing, Venue Content, Host-Facing Terms, messages, and use of the Services comply, and will comply, with Applicable Law, Card Network Rules, this Agreement, and the Acceptable Use Policy.
You will provide the Spaces, Packages, and services described in each confirmed Booking as described, and will honor your Host-Facing Terms.
You are not, and are not owned or controlled by, a person subject to sanctions administered by the United States or other applicable authorities, and you will not use the Services in violation of sanctions or export control laws.
You will comply with anti-bribery, anti-corruption, and anti-money-laundering laws in connection with your use of the Services.

15. CONFIDENTIALITY

15.1 Obligations

"Confidential Information" means non-public information that Spotful discloses to you in connection with this Agreement and that is marked or identified as confidential or that a reasonable person would understand to be confidential, including the terms of any Order Form, non-public pricing and Fees, and non-public information about the Services. You must use Spotful's Confidential Information only to exercise your rights and perform your obligations under this Agreement, and must protect it with at least reasonable care. You may disclose it only to your Team Members, advisors, and service providers who need to know it and are bound by confidentiality obligations.

15.2 Exceptions

Confidential Information does not include information that is or becomes public through no fault of yours, was known to you without restriction before disclosure, is received by you from a third party without restriction, or is independently developed by you. You may disclose Confidential Information when required by law or legal process. Personal information is governed by Section 12 and the Data Processing Addendum rather than by this Section 15. Nothing in this Section 15 limits Spotful's rights under Sections 5, 12, and 16.

16. INTELLECTUAL PROPERTY

16.1 Spotful's Rights

Spotful and its licensors own all right, title, and interest in and to the Services, including the Venue Tools, software, designs, Listing formats, data compilations, the Spotful name and brands, and all related intellectual property rights. Subject to your compliance with this Agreement, Spotful grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of this Agreement for you and your Team Members to access and use the Venue Tools for your internal business purposes of managing your venue's participation in the Services. Spotful reserves all rights not expressly granted.

16.2 Restrictions

You must not, and must not allow anyone to: copy, modify, or create derivative works of the Services; reverse engineer, decompile, or attempt to extract source code from them; access them to build a competing product; sell, sublicense, or provide access to them to any third party, except to Team Members; remove or alter proprietary notices; or use Spotful's names, trademarks, or logos except as Spotful permits in writing.

16.3 Feedback

If you provide suggestions, comments, or other feedback about the Services, Spotful may use it for any purpose without restriction or obligation to you, and you grant Spotful a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to do so.

17. DISCLAIMERS, LIABILITY, AND INDEMNITY

17.1 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING THE VENUE TOOLS, PAYMENT FEATURES, MESSAGING FEATURES, AUTOMATED FEATURES, AND ANY CONTENT, DATA, CALCULATIONS, OR OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SPOTFUL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY MESSAGE WILL BE DELIVERED, THAT ANY PAYMENT WILL BE COLLECTED, OR THAT DATA WILL NOT BE LOST. SPOTFUL IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF HOSTS, GUESTS, PAYMENT PROCESSORS, CARRIERS, OR OTHER THIRD PARTIES.

17.2 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, SPOTFUL AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BOOKINGS, BUSINESS, GOODWILL, OR DATA, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SPOTFUL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS, TAKEN TOGETHER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, FOR ALL CLAIMS IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF: (A) THE SPOTFUL FEES THAT YOU PAID TO SPOTFUL IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY; AND (B) ONE HUNDRED U.S. DOLLARS (US$100). AMOUNTS COLLECTED FOR YOU AS PAYMENT FOR YOUR BOOKINGS, AND ANY FEES OR CHARGES PAID BY HOSTS, ARE NOT FEES PAID BY YOU TO SPOTFUL FOR THIS PURPOSE. THIS LIMITATION DOES NOT LIMIT SPOTFUL'S OBLIGATION TO REMIT AMOUNTS COLLECTED FOR YOU AND DUE TO YOU UNDER SECTION 7, NET OF AMOUNTS SPOTFUL IS ENTITLED TO DEDUCT OR RECOVER.

17.4 Application

The limitations in Sections 17.2 and 17.3 apply to all claims, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and apply even if a limited remedy fails of its essential purpose. They are an essential basis of the bargain between the parties. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law.

17.5 Indemnification

You will defend, indemnify, and hold harmless Spotful and its affiliates, and their respective officers, directors, members, managers, employees, agents, successors, and assigns, from and against all claims, demands, actions, investigations, losses, damages, liabilities, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your venue, premises, Spaces, Packages, food and beverages, alcohol, staff, contractors, and services, and any event, gathering, injury, death, illness, property damage, or loss at or connected with your venue; (b) your Bookings, Host-Facing Terms, booking agreements, refunds, cancellations, and disputes with Hosts or guests; (c) your Listing and Venue Content, including any claim that it infringes or violates the rights of any person or is inaccurate or misleading; (d) your messages and communications, including any claim under the Telephone Consumer Protection Act or other marketing, telecommunications, or anti-spam laws; (e) your collection, use, disclosure, or protection of personal information, including Host Data, and any tags you add to the Services; (f) taxes for which you are responsible; (g) your breach of this Agreement, the Data Processing Addendum, or the Acceptable Use Policy, or of any representation or warranty in them; (h) your violation of Applicable Law or Card Network Rules; and (i) the acts or omissions of your Team Members. Spotful may control the defense and settlement of any claim, in which case you must cooperate and reimburse Spotful's reasonable costs of defense, or may allow you to control it. You must not settle any claim that imposes any obligation or admission on Spotful without Spotful's prior written consent.

18. TERM, SUSPENSION, AND TERMINATION

18.1 Term

This Agreement starts when you first accept it or use the Venue Tools, whichever is earlier, and continues until terminated as described in this Section 18. An Order Form may set a separate term for the services it covers.

18.2 Termination by You

You may terminate this Agreement at any time by notifying Spotful in writing and stopping your use of the Venue Tools, subject to any term or commitment in an Order Form.

18.3 Suspension and Termination by Spotful

Spotful may, at any time and with or without notice, suspend or limit your access to the Services or any feature, remove or hide your Listing, decline or cancel Requests or Bookings, hold payouts, or terminate this Agreement, in whole or in part, including where Spotful reasonably believes that you have breached this Agreement, that your account presents a risk of fraud, loss, or harm to Hosts, guests, Spotful, or others, that Applicable Law, a court, a regulator, or a payment processor requires it, or that continuing to provide the Services to you is no longer commercially reasonable. Spotful may also terminate this Agreement for convenience by notifying you. To the extent permitted by Applicable Law, Spotful is not liable to you for any suspension, limitation, removal or hiding of a Listing, cancellation of a Request or Booking, payout hold, reserve, set-off, or termination made under this Agreement, or for any loss that results from it, but this does not limit Spotful's obligation to remit amounts due to you under Section 7.

18.4 Effect of Termination

When this Agreement ends: (a) your right to use the Venue Tools ends, except as Spotful permits to wind down; (b) unless Spotful agrees otherwise, you must honor all confirmed Bookings, or cancel them and refund Hosts in accordance with your Host-Facing Terms and Applicable Law, and Spotful may cancel any of them and refund Hosts on your behalf, at your cost; (c) all amounts you owe become due immediately, and Spotful may hold amounts collected for you and maintain a reserve as described in Section 7.10 until Spotful reasonably determines that all refunds, disputes, chargebacks, and other liabilities have been resolved; and (d) Spotful may retain Venue Content, Booking records, and other information as permitted by this Agreement, the Data Processing Addendum, and Applicable Law.

18.5 Survival

Sections 1, 2, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 4.2, 4.3, 5.2, 5.4, 5.5, 6.3, 6.4, 6.5, 6.6, 6.7, 7, 8, 9, 10, 11.2, 11.3, 11.4, 11.5, 12, 13.1, 13.2, 14, 15, 16, 17, 18.3, 18.4, 18.5, 19, 20, 21, 22, and 23, and any other provision that by its nature should survive, survive the end of this Agreement.

19. CHANGES TO THIS AGREEMENT

Spotful may modify this Agreement from time to time. Spotful will post the modified Agreement on the Services with its effective date and provide any additional notice, such as by email or through the Venue Tools, that Applicable Law requires or that Spotful considers appropriate for a material change. Modifications take effect on the date stated, and your continued use of the Venue Tools after that date constitutes acceptance of the modified Agreement. Unless Applicable Law requires otherwise, modifications do not apply to disputes arising before their effective date, and changes to Fees apply as described in Section 8.4. If you do not agree to a modification, you must stop using the Venue Tools and may terminate this Agreement.

20. ASSIGNMENT AND SUCCESSORS

20.1 Assignment by Spotful

Spotful may assign, transfer, delegate, or novate this Agreement, any Order Form, and any of its rights and obligations under them, in whole or in part, together with the related Venue Content, data, records, and accounts, without your consent: (a) to any affiliate; or (b) to any successor or acquirer in connection with a merger, acquisition, reorganization, spin-off, sale of all or part of its assets or of the business that operates the Services, or similar transaction. You consent in advance to any such assignment, transfer, delegation, or novation. From the date it takes effect, the assignee or successor becomes a party to this Agreement in place of Spotful to the extent of the transfer, you are bound to it on the terms of this Agreement, and, to that extent, Spotful is released from obligations arising after that date. Spotful may give notice of the transfer by posting it on the Services, through the Venue Tools, or by email.

20.2 Cooperation

If Spotful transfers this Agreement or the business that operates the Services, you must take the steps that Spotful or its successor reasonably requests to give effect to the transfer, including accepting the successor's terms in substantially the same form as this Agreement, connecting your Payment Account to the successor's platform, or completing any onboarding or verification that a payment processor requires.

20.3 Assignment by You

You may not assign or transfer this Agreement, or any right or obligation under it, by operation of law, change of control, or otherwise, without Spotful's prior written consent. Any attempted assignment in violation of this Section 20.3 is void. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

21. ELECTRONIC COMMUNICATIONS AND NOTICES

21.1 Electronic Records and Signatures

You consent to receive this Agreement, Order Forms, notices, disclosures, invoices, payout reports, tax documents where Applicable Law permits, and other communications electronically, by email, through the Venue Tools, or by posting on the Services, and agree that these communications satisfy any legal requirement that they be in writing. You agree that your electronic acceptance of this Agreement or an Order Form, including by clicking a button or checking a box, has the same effect as a handwritten signature. You may withdraw this consent by terminating this Agreement.

21.2 Communications to You

Spotful may contact you and your Team Members by email, phone, text message, and through the Services about your account, Listing, Bookings, payments, and the Services, and may send marketing communications about Spotful's products and services as Applicable Law permits. Each marketing email will include a way to unsubscribe.

21.3 Notices

Notices to you may be sent to the email address associated with your account or the account of any of your administrators, or through the Venue Tools, and are effective when sent. Notices to Spotful must be sent by email to support@spotful.io, with a copy by courier or certified mail to MMJI CHILLZ, LLC, Attn: Legal Department, 470 7th Ave, Suite 304, New York, New York 10018, or to any other address that Spotful designates, and are effective when received.

22. GOVERNING LAW AND DISPUTES

22.1 Governing Law

This Agreement and any dispute arising out of or relating to it or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Courts

Any dispute arising out of or relating to this Agreement or the Services must be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction and venue of those courts. Spotful may seek injunctive or other equitable relief, or collect amounts you owe, in any court of competent jurisdiction.

22.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

22.4 No Class or Representative Proceedings

To the fullest extent permitted by law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

22.5 Time Limit for Claims

To the fullest extent permitted by law, any claim against Spotful arising out of or relating to this Agreement or the Services must be brought within one (1) year after the claim arises, or it is permanently barred.

23. GENERAL

23.1 Entire Agreement

This Agreement is the entire agreement between you and Spotful regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral, regarding that subject matter. You acknowledge that you have not relied on any statement, promise, or representation not set out in this Agreement.

23.2 Severability

If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

23.3 No Waiver

No failure or delay in exercising any right under this Agreement is a waiver of that right. A waiver is effective only if it is in writing and signed or accepted by the waiving party.

23.4 Force Majeure

Spotful is not liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, governmental actions, labor disputes, power or internet failures, cyberattacks, and failures of payment processors, carriers, hosting providers, or other Third-Party Services. A force majeure event does not excuse your obligations to honor Bookings, to issue refunds owed to Hosts, or to pay amounts you owe.

23.5 Third-Party Beneficiaries

Spotful's affiliates and the other persons protected by Sections 17.2, 17.3, and 17.5 are intended third-party beneficiaries of those Sections. Otherwise, this Agreement does not confer any rights on any third party, including Hosts and guests.

23.6 Language

This Agreement is written in English. Any translation is for convenience only, and the English version controls.

23.7 Contact

If you have questions about this Agreement, contact us at support@spotful.io, or write to MMJI CHILLZ, LLC, operating as Spotful, 470 7th Ave, Suite 304, New York, New York 10018.