With Unveil, Inc.

Vendor Marketplace Agreement

Effective October 21, 2026 · Version v7

This Vendor Marketplace Agreement ("Agreement") is entered into between With Unveil, Inc. ("Unveil," "we," "us"), a Delaware corporation, and the venue or vendor identified on the applicable onboarding form ("Vendor," "you"), effective as of the date Vendor accepts these terms during onboarding ("Effective Date").

1. Definitions

2. Onboarding and Verification

Before Vendor can receive payouts through the Platform, Vendor must:

Identity, banking, and tax information Vendor submits to establish and verify a Connected Account is collected and processed directly by Stripe. Stripe's use of that information is governed by the Stripe Privacy Policy (https://stripe.com/privacy), which is separate from Unveil's own Privacy Policy.

Unveil may allow Vendor's listing to go live and receive inquiries before Connected Account verification is complete, but Vendor may not accept Bookings, and no payout will be released to Vendor, until verification is complete. If a Booking is made before Vendor's verification is complete and Vendor does not complete verification, Unveil may cancel the Booking and refund the Couple in full.

3. Listings and Content

Vendor is solely responsible for the accuracy of all pricing, availability, photographs, and descriptive content Vendor submits ("Vendor Content"). Vendor represents that Vendor Content does not infringe any third party's rights, is Vendor's own genuine work product rather than another business's portfolio or work samples presented as Vendor's own, and that pricing shown reflects actual, current pricing documents rather than marketing estimates, consistent with Unveil's pricing-transparency standard.

Vendor will honor the price shown on its listing, and any quote confirmed through the Platform, at the time a Couple books. If a listed price contained an error, Vendor must correct the listing promptly; the error does not entitle Vendor to charge a Couple more for a Booking already confirmed. A Booking is confirmed once the Couple has booked through the Platform and paid any required deposit.

Reviews on the Platform belong to Couples. Vendor will not write, pay for, or incentivize reviews of its own services (other than a neutral request that a Couple share honest feedback), will not offer anything in exchange for removing or changing a review, and will not retaliate against a Couple for a review. Unveil may remove reviews that violate its review rules or applicable law.

Vendor's listing must meet Unveil's Vendor Listing Standards (published separately and updated by Unveil from time to time to reflect category-specific and editorial criteria) both before the listing publishes and on an ongoing basis while it remains live.

Unveil may decline to publish, may edit for consistency of format, or may remove Vendor Content that is inaccurate, unverifiable, or inconsistent with Unveil's editorial and trust standards, and will make commercially reasonable efforts to notify Vendor before doing so. Unveil may also remove or limit any listing, change how listings are displayed, and modify or discontinue any part of the Platform at any time, and is not liable to Vendor for doing so.

If Vendor's services include a creative work product delivered to the Couple after the event (such as photography, videography, or similar tangible deliverables), Vendor must disclose its delivery and usage-rights policy — including image or footage ownership, license scope, delivery timeline, and any additional cost for expedited delivery or extended usage rights — on Vendor's Platform listing, in the same manner Vendor discloses its cancellation policy under Section 7. Unveil requires this disclosure for transparency but does not arbitrate the content of that policy, which remains between Vendor and Couple.

Unveil decides how listings are displayed and ordered, using factors it chooses, such as relevance, availability, editorial curation, and quality. Unveil may offer promotional or featured placements and will identify them as such.

"Verified" or similar language on Vendor's listing indicates only that Unveil has reviewed and confirmed Vendor's pricing documentation or other submitted materials at a point in time. It is not a guarantee that Vendor's current pricing, availability, or services will remain unchanged, and it does not warrant Vendor's future performance.

4. Fees

Unveil charges a platform fee (the "Platform Fee") on Bookings made through the Platform. The amount and structure of the Platform Fee — including whether it is charged to Vendor, to Couple, or split between both — will be disclosed to Vendor during onboarding and may be updated by Unveil from time to time as described below. Vendor should account for any portion of the Platform Fee charged to Vendor when setting its pricing on the Platform.

The Platform Fee may vary by vendor category, payment method (for example, card or bank transfer), or other factors Unveil discloses during onboarding or in Vendor's dashboard. Unveil will provide reasonable advance notice before increasing the Platform Fee for Vendor's future Bookings.

Payment-processing fees charged by the Payment Processor are separate from, and in addition to, the Platform Fee, and are likewise deducted from Vendor's payout in the ordinary course of the Payment Processor's pricing.

If a Booking is cancelled, the Platform Fee applies only to the amount Vendor actually keeps after any refund to the Couple, and no Platform Fee is due on amounts refunded to the Couple. Any Platform Fee Vendor has already paid on a cancelled Booking is refundable only where Unveil caused the cancellation; any portion paid by the Couple is refunded to the Couple as described in the Couple Terms of Service. Unveil may, at its discretion, refund or credit all or part of a Platform Fee. Fee terms in effect when a Booking is made will not be changed for that Booking.

5. Payments and Payouts

Couples pay the full Booking Value (deposit and any subsequent installments) through the Platform via the Payment Processor at the time each payment is due under the Booking's payment schedule. Unveil does not accept cash, check, or off-platform payment for any Booking made through the Platform.

Each payment, including any deposit, is processed through the Payment Processor and released to Vendor's Connected Account (net of the Platform Fee and any other amounts Vendor owes under this Agreement) according to Unveil's payout policies, which Unveil may set, vary, and change from time to time, including by vendor, vendor category, Booking, deposit versus final balance, payment method, or risk profile. Depending on those policies, funds may be released promptly after payment, after the wedding/event date, or at another time, and Unveil may hold, delay, or condition release as described in this Section. Payout terms that apply to Vendor are communicated during onboarding or reflected in Vendor's Connected Account dashboard, and changes apply to future Bookings. Unveil is not obligated to release any payout earlier than the Payment Processor permits.

Payout timing is also subject to the Payment Processor's own release rules, fraud reviews, and standard banking processing times, which are outside Unveil's control.

Unveil may delay, withhold, or set off payouts, and may hold a reasonable reserve, where Unveil reasonably suspects fraud, a Chargeback or dispute is pending or likely, a refund is owed to a Couple, Vendor has breached this Agreement, or Vendor's insurance, license, or verification has lapsed. Vendor authorizes Unveil and the Payment Processor to deduct from any payout, or to debit the bank account or payment method Vendor has on file, any amount Vendor owes under this Agreement, including refunds, Chargebacks, fees, fines or penalties assessed by card networks or the Payment Processor, and any negative balance on Vendor's Connected Account.

Vendor must keep a valid bank account or payment method on file for its Connected Account at all times while it has pending Bookings or unresolved obligations. If a debit fails, or Vendor owes an amount that cannot be recovered from payouts, Vendor will pay it within 10 days of Unveil's notice, and Unveil may suspend payouts and the listing until it is paid. Unpaid amounts accrue interest at the lesser of 1% per month or the maximum rate permitted by law, and Vendor will reimburse Unveil's reasonable costs of collection, including attorneys' fees.

Payment processing services for Vendor on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal/full), which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement or continuing to operate as a Vendor on the Platform, Vendor agrees to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time.

6. Taxes and Tax Reporting

Vendor is solely responsible for determining and remitting all taxes owed on amounts Vendor receives through the Platform. Unveil (or the Payment Processor on Unveil's behalf, as applicable) will collect tax information (such as a TIN or SSN) during onboarding and will issue Form 1099-K (or such other form as applicable law requires) to Vendor and to the IRS for payments processed through the Platform, consistent with then-current federal reporting thresholds.

Vendor acknowledges that the appropriate tax form and treatment can depend on the legal relationship between Unveil, Vendor, and the Couple, and Vendor is encouraged to consult its own tax advisor. Unveil may withhold or deduct taxes from payouts where the law requires it.

7. Cancellations, Refunds, and Changes

Each Vendor sets and discloses its own cancellation and refund policy, which is displayed on Vendor's Platform listing and incorporated into each Booking. Unveil generally applies the policy Vendor discloses at the time of Booking and, except as described in the last paragraph of this Section 7 and in Section 15, will not override it in Couple's favor.

Vendor agrees that:

Unveil reserves the right to intervene in, and to refund a Couple notwithstanding Vendor's policy, in cases of suspected fraud, a Vendor's failure to deliver contracted services, or violation of this Agreement.

Unveil's good-faith decision to refund a Couple under this Section is final as between Unveil and Vendor, and Vendor authorizes Unveil to deduct the refund from payouts. If Vendor cancels a confirmed Booking for any reason other than one covered by Section 18, Vendor forfeits the payout for that Booking, Unveil will refund the Couple in full, and Vendor will reimburse Unveil's reasonable costs, including processing fees and the cost of helping the Couple rebook.

Unveil is not responsible for, and does not insure or guarantee against, damage to or loss of Vendor's property, equipment, or revenue arising from a Booking or event, whether caused by a Couple, a guest, or anyone else. Vendor is solely responsible for protecting its property, including through insurance and any damage deposit or security terms in its own Service Agreement with the Couple, and for pursuing any claim directly against the Couple or other responsible party. Unveil has no obligation to investigate, mediate, pay, or collect any such claim.

8. Chargebacks and Payment Disputes

If a Couple disputes a charge with their card issuer (a "Chargeback"), Vendor authorizes Unveil and the Payment Processor to deduct the disputed amount, and any associated Payment Processor fee, from Vendor's Connected Account or future payouts pending resolution of the dispute.

Vendor agrees to promptly provide any documentation Unveil or the Payment Processor reasonably requests to respond to a Chargeback (such as signed contracts, proof of service, or communications with the Couple).

9. Vendor Representations and Warranties

Vendor represents and warrants that it: (a) has full authority to offer and perform the services listed; (b) holds all licenses, permits, and insurance required by law to operate at the venue or in the jurisdiction where services are performed; (c) will perform booked services consistent with the description on its listing; and (d) is not currently the subject of any unresolved legal or regulatory action that would materially affect its ability to perform. Vendor also represents that it and its owners are not subject to sanctions or other legal restrictions that would prevent it from receiving payments through the Platform, and that it will comply with all laws that apply to its services, including licensing, safety, accessibility, consumer-protection, and tax laws.

Vendor will offer its services to all Couples and their guests on equal terms, without regard to race, color, religion, national origin, ancestry, sex, sexual orientation, gender identity or expression, marital status, disability, age, or any other characteristic protected by law. This applies to all Couples, including same-sex couples, whether or not applicable law would otherwise permit Vendor to decline. Vendor may still decline a Booking for legitimate reasons unrelated to these characteristics, such as availability or capacity.

10. Insurance

Vendor will obtain and maintain, at its own expense, insurance in amounts customary for its category and sufficient to meet applicable law and the requirements of any venue where it performs, and in any case not less than: (a) general liability insurance of $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury and property damage arising from Vendor's services; (b) workers' compensation, disability, and paid family leave coverage where required by law; and (c) any additional coverage required for Vendor's category under the Vendor Listing Standards (such as liquor liability, professional liability, or drone liability). Vendor will provide Unveil with proof of coverage upon request and will notify Unveil promptly if a policy lapses or is cancelled. This requirement does not limit Vendor's liability under this Agreement.

Vendor must provide proof of the required insurance, and of any license or permit its services require, before its listing publishes and again at least annually. Unveil may suspend the listing, pause new Bookings, and hold payouts if proof is not provided within seven (7) days of a request or if any coverage, license, or permit lapses. Vendor will name With Unveil, Inc. as an additional insured on its general liability policy and, where a venue requires it, will also name the venue. Unveil may update category-specific insurance minimums in the Vendor Listing Standards.

11. Independent Contractor Relationship

Vendor is an independent business, not an employee, agent, partner, or joint venturer of Unveil. Nothing in this Agreement creates any partnership, franchise, or employment relationship. Vendor is solely responsible for its own staff, subcontractors, employment taxes, and insurance.

12. Confidentiality and Couple Data

Each party agrees to use the other's non-public business information (such as pricing structures, unpublished platform features, or Booking data not otherwise visible to the public) solely to perform this Agreement, and not to disclose it to third parties except as required by law or with the disclosing party's consent.

Personal information about Couples that Vendor receives through the Platform (such as contact details, event dates, and messages) may be used only to respond to inquiries, perform Bookings, and meet legal obligations. Vendor will not sell it, use it to market unrelated services, or share it except as needed to perform the Booking; will protect it with reasonable security; will delete or return it on request unless the law requires otherwise; and will notify Unveil promptly of any unauthorized access to it.

13. Intellectual Property License

Vendor grants Unveil a non-exclusive, royalty-free, worldwide license to display, reproduce, and adapt Vendor Content (including photographs and pricing) on the Platform and in Unveil's marketing, for the purpose of promoting Vendor's listing and the Platform generally. This license ends, as to future use, when Vendor's listing is removed, though Unveil may retain archival copies as required for recordkeeping. Vendor represents that it owns, or has obtained from any photographer or other rights holder, all rights needed to grant this license.

14. Platform Rules and Off-Platform Payments

Vendor will not solicit, accept, or direct a Couple to make any payment for a Booking outside the Platform, and will not encourage a Couple to cancel a Platform Booking in order to rebook or pay Vendor directly, in either case for the purpose of avoiding the Platform Fee. Unveil may treat a violation of this section as a material breach of this Agreement and grounds for immediate termination.

This restriction does not prevent Vendor and Couple from discussing service details, walkthroughs, or day-of logistics directly; it applies only to circumventing payment through the Platform for a Booking Unveil facilitated.

Vendor will not create, or allow anyone connected with Vendor to create, a fictitious or self-dealing Booking, use a payment method it is not authorized to use, or manipulate reviews, rankings, or payments. Unveil may immediately suspend Vendor's listing, freeze payouts, cancel Bookings, and refund Couples if it reasonably suspects fraud or a violation of this Section, and may report suspected fraud to the Payment Processor, card networks, and law enforcement. Unveil may require Vendor to verify its identity, business, and Bookings at any time.

For 24 months after a Couple first contacts Vendor through the Platform, any booking by that Couple, or for the same event, with Vendor is treated as a Booking for purposes of the Platform Fee, whether or not it is paid through the Platform. Vendor will report any such booking within 10 days and pay the Platform Fee that would have applied, and Unveil may audit Vendor's relevant booking records on reasonable notice to verify compliance.

15. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate for convenience on 14 days' written notice. Unveil may suspend or terminate Vendor's listing immediately for a material breach of this Agreement, fraud, misrepresentation of pricing or availability, or conduct that harms Couples or the Platform's integrity. Unveil may also suspend a listing immediately if Vendor's insurance, license, or permit lapses, if a pattern of Chargebacks or complaints suggests risk to Couples, or while Unveil investigates suspected fraud. Sections that by their nature should continue after termination, including those on fees, payouts, set-off, indemnification, liability, confidentiality, and disputes, survive.

Termination does not relieve either party of obligations that accrued before termination, including completing Bookings already confirmed, honoring disclosed cancellation policies for those Bookings, and settling any outstanding fees or refunds.

Effect of Termination on Existing Bookings

If Vendor terminates this Agreement, stops being listed, or is suspended or terminated by Unveil for any reason, Unveil will work in good faith to cancel and refund the affected Couples' pending Bookings in full, Vendor will reimburse Unveil's processing fees and reasonable costs of helping those Couples rebook, and Vendor authorizes Unveil to recover those amounts from Vendor's payouts or Connected Account. Vendor will cooperate with Unveil's efforts to help each Couple rebook with another vendor. Where Vendor is terminated for breach, fraud, or conduct harming a Couple, Unveil may cancel any or all of Vendor's pending Bookings regardless of Vendor's disclosed cancellation policy, or may instead allow a Couple to choose to keep its Booking with Vendor.

16. Indemnification

Vendor will indemnify and hold Unveil harmless from third-party claims, losses, and reasonable expenses arising from: (a) Vendor's performance or non-performance of booked services; (b) inaccurate Vendor Content; (c) Vendor's breach of this Agreement or applicable law; (d) bodily injury, property damage, or death arising from Vendor's services; (e) any claim that Vendor Content infringes a third party's rights; or (f) Vendor's taxes, employment obligations, licensing, and insurance. Vendor will also reimburse Unveil's reasonable attorneys' fees and costs, including Chargeback fees and any fines or penalties assessed by card networks or the Payment Processor because of Vendor's conduct. Unveil may control the defense of any claim at Vendor's expense, and Vendor will not settle a claim that affects Unveil without Unveil's consent.

Vendor releases Unveil and its affiliates, officers, employees, and agents from claims, demands, and damages of every kind, known or unknown, arising out of or connected with any dispute between Vendor and a Couple or another third party, to the maximum extent the law allows.

17. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS UNVEIL'S LIABILITY TO VENDOR.

To the maximum extent permitted by law, Unveil's total liability arising out of this Agreement will not exceed the greater of (a) $100 and (b) the Platform Fees Unveil actually collected in connection with Vendor's Bookings in the 3 months preceding the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, and Unveil is not liable for lost profits, revenue, or bookings. The limits in this Section do not apply to Vendor's payment, indemnification, or confidentiality obligations. Nothing in this Agreement limits liability that cannot be limited under applicable law, including for fraud or willful misconduct.

The Platform is provided "as is" and "as available." Unveil does not guarantee any number of Bookings, leads, traffic, or revenue, or that the Platform will be uninterrupted or error-free, and disclaims all warranties to the maximum extent permitted by law. Unveil makes no representations about the identity, creditworthiness, or conduct of any Couple, or about the results of any verification it performs.

18. Force Majeure

Neither party is liable for delay or failure to perform an obligation under this Agreement (other than a payment obligation) to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, extreme weather, fire, pandemic or public health emergency, war, terrorism, civil unrest, or government order. This section does not override or replace Vendor's disclosed cancellation policy or Unveil's Booking payment obligations already due.

19. Governing Law and Disputes

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Informal Resolution. Before starting arbitration or a court case, the party with the dispute must send the other a written notice that includes its name, account email, a description of the dispute, and the relief requested, signed by an authorized representative. Notices to Unveil go to legal@withunveil.com or With Unveil, Inc., 169 Madison Ave STE 51217, New York, NY 10016. Within 30 days after the notice is received, the parties will hold a phone or video conference, attended by an authorized representative of each party, to try in good faith to resolve the dispute. Any deadline to file a claim is paused until this process is complete.

Arbitration. If the dispute is not resolved within 60 days after the notice is received, either party may start binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single neutral arbitrator, instead of in court. The Federal Arbitration Act governs this Section, and the arbitrator, not a court, decides whether a dispute is covered, including questions of scope, enforceability, and arbitrability. Either party may ask a court for an emergency order to protect its intellectual property or confidential information, and Unveil may sue in court to collect amounts Vendor owes.

Class and Jury Waiver. Each party waives the right to a jury trial and to bring or take part in any class, collective, or representative action. The arbitrator may award relief only to the individual party bringing the claim.

Mass Filings. If 25 or more similar demands are filed against Unveil by or with the help of the same or coordinated lawyers or organizations, the AAA's Mass Arbitration Supplementary Rules apply, and the claims will proceed in stages: each side selects up to 10 claims to be arbitrated first, the remaining claims will not be filed or charged fees until those are resolved, and the parties will then mediate the remaining claims in good faith. Any deadline to file a remaining claim is paused during this process.

Class Waiver Severability. Any claim for which the class waiver is found unenforceable will be severed and decided in court (and only that claim), after any arbitrable claims are resolved.

Court Location and Time Limit. Any claim permitted to go to court will be brought in the state or federal courts located in New York County, New York. A claim must be filed within one year after it arises, to the extent the law allows.

20. General

Vendor's acceptance of this Agreement occurs electronically during onboarding.

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