Vendor Agreement

2.1 Event Listings

Partner Vendor agrees to provide detailed descriptions, pricing, and availability for each of their Events, which teambuilding.com will display on its website. The information provided must be accurate and kept up-to-date at all times by the Partner Vendor. All event listings must meet teambuilding.com’s Minimum Quality Listing guidelines to remain active.

2.2 Event Reviews

Partner Vendor shall use the review link provided by teambuilding.com for all client feedback related to referred Events. teambuilding.com will not remove or modify reviews that comply with its review policies.

2.3 Rating Requirement

Partner Vendor must maintain an average client rating of 4.5/5 stars on each event to remain active and in good standing with teambuilding.com. Failure to meet this requirement may result in the suspension or termination of this Agreement.

2.4 Pricing, Promotions, and Placement

Partner Vendor will provide teambuilding.com with its standard pricing for each Event and will not publicly advertise or offer the same Event (for substantially the same inclusions, dates, and conditions) at a lower total price than the price listed on the teambuilding.com platform, except for short-term promotions that are also made available through teambuilding.com or as otherwise agreed in writing ("Pricing Parity"). If teambuilding.com becomes aware of a violation of Pricing Parity, it may, in its discretion, adjust the listed price, adjust commission, or suspend or remove the affected listing(s).

teambuilding.com may from time to time run discounts, coupons, or promotional offers for Events through the platform. Unless expressly agreed otherwise in writing, teambuilding.com will bear the cost of such promotions and Partner Vendor's payout for the applicable Event will be calculated based on the underlying pre-discount price and applicable commissions and fees as described in Section 3.

2.5 No Guarantee of Visibility, Leads, or Bookings

Partner Vendor acknowledges that teambuilding.com has sole discretion over the design, layout, and operation of the platform, including experiments and changes to how Events are ranked, displayed, bundled, and promoted. teambuilding.com does not guarantee any minimum level of visibility, impressions, clicks, leads, or bookings for any listing, regardless of listing tier or subscription status.

2.6 Preferred and Exclusive Programs

From time to time, teambuilding.com may offer Partner Vendor the opportunity to participate in preferred, featured, or exclusive programs, tiers, or placements on the platform (collectively, "Preferred Programs"). Any such Preferred Programs, and any associated benefits, pricing, or commitments (including any exclusivity obligations), will be set forth in a separate written agreement or program description provided by teambuilding.com.

Nothing in this Agreement obligates teambuilding.com to offer any particular Preferred Program to Partner Vendor or to treat all vendors equally, and teambuilding.com remains free to offer similar or competing Events from other vendors.

3.1 Platform Fees and Listing Tiers

teambuilding.com collects all client payments for Events on behalf of Partner Vendor. The platform fee (commission) retained by teambuilding.com is determined by the Event's listing tier at the time the booking is confirmed (the "Booking Date").

Free Tier (Default): Platform fee of 30% for standard payments, 33% if client pays by invoice.

Boost Tier (Optional Upgrade): Platform fee of 20% for standard payments, 23% if client pays by invoice.

Important - Fee Locking: The platform fee percentage is locked at the Booking Date. If a listing tier changes after booking, pre-existing bookings retain their original platform fee rate. Example: A booking made while on Free tier (30%) remains at 30% even if the listing later upgrades to Boost tier (20%). New bookings after the upgrade will use the 20% Boost rate.

For certainty:

• “Total price paid” includes all addons, fees, and charges, excluding staff gratuity and government-levied sales tax.
• All amounts and commissions are calculated in USD.
• Partner Vendor is responsible for any currency conversion costs.

3.2 Platform Listing Fee

Each unique Event listing maintained on the teambuilding.com platform will be subject to a monthly platform listing fee (each, a "Listing Fee"). The applicable Listing Fee for each Event will be as specified in Partner Vendor’s account, onboarding or order materials, or as otherwise communicated by teambuilding.com from time to time in accordance with this Agreement. The Listing Fee is charged per Event, not per vendor account, and is assessed regardless of whether the listing generates sales during the billing period.

Unless otherwise agreed upon in writing, standard Listing Fees are as follows:

• In-person Boost listings: $50 per listing per month or $600 per listing per year
• Virtual Boost listings (standard rate): $150 per listing per month or $1,800 per listing per year
• Note: Free tier listings have $0/month subscription fee but 30% platform fee per booking (vs. 20% on Boost tier)

Note on Listing Tiers: All new listings start on Free tier ($0/month, 30% platform fee). The fees above apply to Boost tier (optional upgrade with 20% platform fee, priority ranking, 400 max guests, full analytics). Virtual listing early adopter rate ($50/month) available to Boost tier Partner Vendors who upgrade before December 31, 2026, locked through December 31, 2026. Promotional Group Size Notice: The current maximum group sizes of 200 guests (Free tier) and 400 guests (Boost tier) are a limited-time promotional increase and will revert to the standard limits of 75 guests (Free tier) and 150 guests (Boost tier) effective January 1, 2027. Listings with existing configurations above the standard limits will need to be updated at that time.

The Listing Fee is due in advance of each monthly period and will be automatically invoiced or charged to the payment method on file. Failure to remit the Listing Fee within ten (10) business days of the due date may result in the suspension or removal of the Partner Vendor’s Event listing(s) until payment is received in full.

Partner Vendors may upgrade to Boost, downgrade to Free, or switch between Boost Monthly/Annual at any time. Partner Vendors may add, remove, or modify Events at any time, subject to approval. No prorations or refunds for partial billing periods.

3.3 Payment Terms

Because teambuilding.com collects payment directly from the client, teambuilding.com will remit payment to the Partner Vendor net of the applicable commission described in Section 3.1.

Payment to Partner Vendor will be initiated approximately thirty (30) days following the conclusion of the Event, provided that:

• The client has paid in full, and
• No disputes, chargebacks, refunds, or billing issues are pending.

If the client has not paid, teambuilding.com will make commercially reasonable efforts to collect payment but shall have no obligation to remit funds to the Partner Vendor until payment has successfully cleared.

teambuilding.com may delay payout beyond thirty (30) days when necessary to investigate disputes, chargebacks, fraud reviews, or compliance requirements, and will notify Partner Vendor if additional information is needed. If a client disputes, reverses, or refunds payment, teambuilding.com may withhold payment to Partner Vendor until the matter is resolved. If a refund or chargeback is issued, Partner Vendor is responsible for the refunded amount (net of commission), and teambuilding.com will have no obligation to remit payment for that Event. If teambuilding.com has already remitted payment to Partner Vendor for the applicable Event, teambuilding.com may recover such amounts by issuing an invoice to Partner Vendor or by exercising its setoff rights as described in this Section 3.

Cancellation and Guest Reduction Credits. When a client cancels a booking or reduces their guest count within the timeframe that qualifies for a refund under the platform’s published booking commitments, teambuilding.com will issue the applicable refund amount to the client as teambuilding.com account credits. The corresponding funds are retained by teambuilding.com and are not remitted to Partner Vendor. No payout will be initiated for a cancelled booking or for the portion of a booking that has been refunded as client credits.

3.4 Late Payments

In the event of late payment of any invoiced amounts, Listing Fees, or other amounts billed directly to Partner Vendor under this Agreement (and not amounts already deducted from client payments in accordance with Sections 3.1–3.3), teambuilding.com reserves the right to charge a late fee of ten percent (10%) per month on overdue amounts and/or suspend the Partner Vendor’s listings on the teambuilding.com platform until such amounts are paid in full.

3.5 Customer Remediation and Make-Goods

In the event of a material service failure, safety issue, or other significant customer complaint relating to an Event, Partner Vendor agrees to work in good faith with teambuilding.com to provide appropriate remediation to the affected customer(s), which may include partial credits, rebookings, or make-good Events, as reasonably determined by teambuilding.com based on the circumstances. Any monetary remediation provided to clients under this Section will be issued as teambuilding.com account credits and is not a cash payment. Unless otherwise agreed, the cost of such remediation will be borne by Partner Vendor to the extent attributable to its acts or omissions.

3.6 Taxes

Partner Vendor is solely responsible for all taxes, duties, and other governmental charges (including sales, use, value-added, and similar taxes) arising from or relating to its Events, except for taxes assessed on teambuilding.com's net income. teambuilding.com may rely on tax-related information and instructions provided by Partner Vendor and shall have no liability for Partner Vendor's failure to properly assess, collect, remit, or report any such amounts.

3.7 Setoff and Recovery

teambuilding.com may set off, deduct, or withhold from any amounts owed or payable to Partner Vendor under this Agreement any amounts that are due from Partner Vendor to teambuilding.com, including but not limited to refunds, chargebacks, credits, make-good costs, and unpaid fees. To the extent such amounts are not fully recovered through setoff, teambuilding.com may invoice Partner Vendor for the remaining balance, which shall be payable in accordance with the payment terms specified in the invoice, and may charge any payment method Partner Vendor has authorized teambuilding.com to use.

4.1 teambuilding.com Responsibilities

• Provide a platform for the listing and promotion of Partner Vendor’s Events.
• Refer clients to Partner Vendor for Events.
• Maintain and manage client reviews and feedback on Partner Vendor’s profile.

4.2 Partner Vendor Responsibilities

• Provide accurate and timely information regarding their Events, meeting Minimum Listing Quality requirements to remain an active Partner Vendor.
• Provide outstanding customer service and support to all clients referred to the Partner Vendor by teambuilding.com.
• Ensure a high standard of service to maintain 4.5/5 star client rating.
• Track all referral leads through to booking for commission purposes and report accurately on which leads convert into clients.
• Ensure that teambuilding.com’s commission and fees are properly accounted for and authorize teambuilding.com to deduct applicable commissions and fees from client payments or invoices as described in Section 3.
• Respond to leads and booking requests from teambuilding.com within one (1) business day and use commercially reasonable efforts to confirm or decline requested Event dates promptly.
• Cooperate with teambuilding.com in resolving customer service issues, including providing timely information regarding Event logistics, incidents, and remediation options.

teambuilding.com may, in its discretion, downgrade placement, limit new referrals, or suspend listings if Partner Vendor repeatedly fails to meet these responsibilities.

4.3 Customer Data and Privacy

In connection with the Events, Partner Vendor may receive certain information about clients referred by teambuilding.com, including names, contact details, and Event details ("Customer Data"). Partner Vendor will use Customer Data solely as necessary to deliver the applicable Event and otherwise perform its obligations under this Agreement, and will not sell Customer Data or use it to market unrelated products or services, except (i) with the client's separate lawful consent or (ii) as otherwise permitted by teambuilding.com's written instructions or applicable privacy policy.

Partner Vendor will implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, use, or disclosure and will comply with all applicable data protection and privacy laws in its handling of Customer Data.

4.4 Safety and Conduct

Partner Vendor is solely responsible for the safe design and delivery of its Events, including ensuring that all personnel involved in the Events are properly trained, qualified, and, where applicable, licensed and background-checked in accordance with applicable law and industry standards.

Partner Vendor will maintain a professional, safe, and respectful environment for all participants and will not engage in, or permit its personnel to engage in, any harassing, discriminatory, or otherwise inappropriate conduct toward clients or participants. If teambuilding.com provides Partner Vendor with any code of conduct or similar guidelines, Partner Vendor agrees to comply with such guidelines in connection with all Events referred by teambuilding.com.

4.5 High-Risk and Regulated Activities

Partner Vendor will promptly disclose to teambuilding.com any Events that involve high-risk or regulated activities (including but not limited to events involving alcohol service, hazardous materials, extreme physical activities, or activities requiring special permits or licenses). teambuilding.com may require additional information, conditions, or approvals for such Events, or may decline to list or may remove such Events in its sole discretion.

5.1 Term

This Agreement will commence on the Effective Date and continue for an initial term of one (1) year (the "Initial Term"). Thereafter, this Agreement will automatically renew for successive one-year periods (each, a "Renewal Term" and together with the Initial Term, the "Term") unless either Party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

5.2 Termination for Convenience

(a) Termination by teambuilding.com. teambuilding.com may terminate this Agreement, or suspend or remove any Listing, for any reason or no reason, effective immediately upon written notice. Vendor's sole and exclusive remedy for such termination shall be a pro-rated refund of any pre-paid listing plan fees covering the period after the effective date of termination. Vendor acknowledges that no other damages, penalties, or compensation shall be owed.

(b) Termination by Vendor. Vendor may terminate this Agreement for convenience upon thirty (30) days' prior written notice; provided, however, that Vendor shall remain responsible for all fees due through the end of the then-current Term, including any minimum commitment period. No refunds of fees already paid will be provided in the event of Vendor's termination for convenience.

5.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof. Notwithstanding the foregoing, teambuilding.com may immediately suspend or remove any Listing, or restrict Vendor's access to the Platform, without providing an opportunity to cure, if teambuilding.com determines in its reasonable discretion that Vendor's conduct, performance, content, or services (i) violate applicable law, (ii) endanger users, (iii) harm or threaten to harm teambuilding.com's reputation, or (iv) present an unacceptable risk to the Platform or its users.

5.4 Effect of Termination

Upon termination of this Agreement for any reason:

• (a) all licenses granted to Vendor will immediately cease;
• (b) Vendor's Listings and access to the Platform may be removed or disabled;
• (c) except as expressly stated in Section 5.2(a), no refunds will be issued; and
• (d) Sections that by their nature should survive termination (including but not limited to confidentiality, indemnification, limitation of liability, and payment obligations) will survive.

5.5 Suspension Rights

teambuilding.com may suspend Vendor's access to the Platform or any Listing immediately, with or without notice, if teambuilding.com determines in its sole discretion that such action is necessary to protect its users, its platform, or its business interests. Suspension does not relieve Vendor of its payment obligations.

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Clark County, Nevada, and each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.

9.2 Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, agreements, or understandings of any kind. Except as provided in Section 9.12 (Changes to Agreement), any amendments or modifications to this Agreement must be set out in a separate written agreement signed by both Parties.

9.3 Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

9.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered (a) when delivered in person, (b) when sent by certified mail, return receipt requested, to the addresses of the Parties set forth in this Agreement, or (c) when sent by email to the primary contact email associated with the Party's account or delivered via an in-Platform notification. Vendor agrees that updates to this Agreement provided in accordance with Section 9.12 (including updating the "Updated" date at the top of this Agreement and/or providing notice by email or via the Platform) constitute sufficient notice of such changes.

9.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.6 Insurance

Partner Vendor shall, at its own expense, maintain commercial general liability insurance with coverage of no less than $1,000,000 per occurrence and $2,000,000 aggregate. Upon request, Partner Vendor will provide teambuilding.com with a certificate of insurance evidencing such coverage.

9.7 Compliance

Partner Vendor is solely responsible for ensuring that its Events comply with all applicable laws, regulations, permits, and licensing requirements in the jurisdictions where the Events are held.

9.8 Anti-Bribery and Anti-Corruption

Each Party will comply with all applicable anti-bribery, anti-corruption, and economic sanctions laws and regulations in connection with this Agreement, including, as applicable, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Partner Vendor will not, directly or indirectly, offer, pay, give, or authorize the giving of any bribe, kickback, or other thing of value to any government official, client, or employee or contractor of teambuilding.com for the purpose of improperly obtaining or retaining business or any improper advantage.

9.9 Non-Circumvention

Partner Vendor agrees not to circumvent teambuilding.com by engaging directly with any clients first introduced by teambuilding.com for a period of twelve (12) months from the initial referral date. Any bookings made in violation of this clause shall remain subject to the applicable commission payment, plus liquidated damages equal to one hundred percent (100%) of the commission amount, representing a reasonable estimate of teambuilding.com’s administrative costs and lost goodwill.

9.10 Marketing Rights

Partner Vendor grants teambuilding.com a non-exclusive, royalty-free, worldwide license to use Partner Vendor’s name, logos, trademarks, photographs, and Event descriptions for marketing, promotional, and platform purposes.

9.11 Content Ownership

Partner Vendor represents and warrants that all content it provides (including photographs, descriptions, logos, and branding) is accurate and owned or properly licensed by Partner Vendor. Partner Vendor shall indemnify and hold harmless teambuilding.com from any claims arising from use of such content.

9.12 Independent Contractor

The Parties acknowledge that Partner Vendor is acting as an independent contractor and not as an employee, agent, joint venturer, or partner of teambuilding.com. Partner Vendor has no authority to bind or obligate teambuilding.com in any way. Nothing in this agreement shall be construed to create any relationship other than that of independent contracting parties.

9.13 Changes to Agreement

teambuilding.com may update or modify this Agreement from time to time. When we make material changes, we will update the "Updated" date at the top of this Agreement and may provide additional notice (such as by email or through the Platform). Unless otherwise stated, the updated Agreement will become effective immediately upon posting, and Vendor's continued use of the Platform or maintenance of any active Listings after such changes take effect will constitute Vendor's acceptance of the updated Agreement. If Vendor does not agree to the updated terms, Vendor must discontinue use of the Platform and request removal of its Listings.

9.14 Data and Analytics

Subject to Section 6 (Confidentiality), teambuilding.com may collect, analyze, and use data relating to the performance of the platform, Events, and Vendor Activities, including aggregated and anonymized data, for any lawful business purpose, including improving the platform, developing new products and services, and creating benchmarks and insights. teambuilding.com will not disclose Partner Vendor-specific confidential information except as permitted under this Agreement, but may share aggregated or anonymized data that does not identify Partner Vendor as the source.

9.15 Marketing Cooperation

Subject to Partner Vendor's reasonable availability, Partner Vendor agrees to consider in good faith reasonable requests from teambuilding.com to participate in case studies, testimonials, press opportunities, or joint marketing initiatives related to the Events, including providing quotes, logos, and limited time for interviews, at no additional cost.

9.16 Non-Solicitation

During the Term and for twelve (12) months thereafter, Partner Vendor will not, directly or indirectly, solicit for employment or engagement any employee or contractor of teambuilding.com with whom Partner Vendor has had material contact in connection with this Agreement, other than through general advertisements or solicitations not specifically targeted at such individuals.

9.17 Use of teambuilding.com Marks

Partner Vendor may not use teambuilding.com's name, logos, trademarks, or other brand features ("teambuilding.com Marks") in any marketing, advertising, press release, or other public communication without teambuilding.com's prior written consent, except as expressly permitted in this Agreement or in brand guidelines provided by teambuilding.com. Any permitted use of teambuilding.com Marks will inure solely to the benefit of teambuilding.com and must comply with any usage requirements or brand guidelines communicated by teambuilding.com from time to time.

9.18 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, government orders, labor disputes, power or Internet outages, or other similar events ("Force Majeure Events"). The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably practicable. In connection with Force Majeure Events affecting an Event, Partner Vendor agrees to work with teambuilding.com and the applicable client in good faith to reschedule the Event or provide alternative arrangements where feasible.

9.19 Dispute Resolution; Escalation

Before initiating any legal action (other than a claim for injunctive or other equitable relief), the Parties agree to first attempt in good faith to resolve the dispute through discussions between senior representatives of each Party. If the Parties are unable to resolve the dispute within thirty (30) days after one Party provides written notice of the dispute to the other, either Party may pursue its rights and remedies in accordance with Section 9.1 (Governing Law).

9.20 Language

This Agreement is drafted in the English language, and the English language version of this Agreement shall control in all respects in the event of any inconsistency or conflict with any translation.