Vendor Agreement

1.1Acceptance

You accept this Agreement, and this Agreement becomes binding, when you do any of the following:

• create a vendor account on Vera Monet;
• click to accept, agree to, or acknowledge this Agreement through the Vera Monet platform or dashboard;
• submit, publish, or maintain a vendor profile on Vera Monet; or
• unlock, accept, or respond to an Introduction through Vera Monet.

If you are accepting this Agreement on behalf of a business entity, you represent and warrant that you have authority to bind that entity to this Agreement.

1.2Electronic Contracting

You agree that your electronic assent, including by click-through acceptance, checkbox confirmation, dashboard acknowledgment, or similar electronic action, has the same force and effect as a handwritten signature.

1.3Relationship to Other Policies

This Agreement incorporates by reference Vera Monet's Terms of Use, Privacy Policy, Cookie Policy, and Copyright Policy, each as in effect from time to time. In the event of a conflict between this Agreement and any incorporated policy, this Agreement governs the commercial relationship between Vera Monet and Vendor; the user-facing policies govern Vera Monet's data handling and copyright procedures generally. Without limiting the foregoing, Sections 10 (Limitation of Liability), 11 (Indemnification), 14 (Dispute Resolution), and 15 (Modifications) of this Agreement supersede the corresponding provisions of the Terms of Use as to Vendor.

2.1Platform Description

Vera Monet operates a curated online marketplace for wedding professionals at veramonet.com. Vera Monet helps connect Users with wedding vendors through curated, human-supported matching and vendor profile discovery.

2.2Definition of "User"

"User" means an engaged couple, individual, or other prospective client who uses the Vera Monet platform to discover, request, or connect with wedding vendors, including any person on whose behalf such a request is made. References in this Agreement to a User are to the prospective client being matched with Vendor, and do not refer to Vendor.

2.3Services Vera Monet May Provide

Subject to this Agreement, Vera Monet may provide Vendor with access to some or all of the following:

• a public or semi-public vendor profile;
• a vendor dashboard;
• curated match opportunities and vendor introductions;
• tools to review, accept, unlock, or manage Introductions; and
• related account, profile, and support functionality.

2.4Vera Monet Is an Introduction Platform Only

Vera Monet is not a party to any contract between Vendor and any User. Vera Monet does not:

• guarantee bookings, revenue, inquiry volume, or business results;
• act as Vendor's broker, manager, agent, representative, or employer;
• negotiate contracts on Vendor's behalf unless separately agreed in writing;
• supervise, direct, or control Vendor's services; or
• provide legal, financial, tax, accounting, or business advice.

2.5Platform Availability

Vera Monet may modify, suspend, limit, or discontinue any part of the platform or any feature at any time. Vera Monet does not warrant that the platform will be uninterrupted, error-free, secure, or available at any particular time or for any particular duration.

3.1Account Registration

To use the vendor side of the platform, you must create and maintain an account with accurate, current, and complete information.

3.2Account Responsibility

You are responsible for:

• all activity occurring under your account;
• maintaining the confidentiality of your login credentials; and
• promptly notifying Vera Monet of any unauthorized access or suspected security incident involving your account.

3.3Eligibility

You represent and warrant that:

• you are legally able to enter into this Agreement;
• your business is duly formed and in good standing if operating through an entity, to the extent applicable;
• you hold all licenses, permits, approvals, and registrations required for your services, if any; and
• the information you submit to Vera Monet is truthful and not misleading.

4.1Definition of "Introduction"

An "Introduction" occurs when Vera Monet makes available to Vendor, through the platform, dashboard, or another Vera Monet-authorized channel, an opportunity to connect with a User in connection with:

• a User requesting to connect with Vendor; or
• Vera Monet identifying Vendor as a potential match for a User’s request.

An Introduction is deemed delivered when Vendor unlocks the Introduction and the applicable User contact information or inquiry details are then made available to Vendor through the dashboard or another Vera Monet-authorized method.

4.2Vendor Discretion to Accept

Except where Vera Monet expressly states otherwise in the platform workflow, available opportunities may arise because Vera Monet matches Vendor with a User or because a User selects or requests to connect with Vendor directly through the platform. Vendor may review available summary information and choose whether to unlock or accept an Introduction, and Vendor may be required to unlock an opportunity before viewing the applicable contact information or inquiry details. By unlocking or accepting an Introduction, Vendor agrees to pay the applicable Introduction Fee.

4.3Introduction Fees

Vera Monet charges a flat fee per accepted or unlocked Introduction (the "Introduction Fee"). The applicable Introduction Fee is based on Vendor category, as displayed in the dashboard or otherwise presented before acceptance or unlock.

Current Introduction Fees

4.4Prospective Fee Changes Only

Vera Monet may change Introduction Fees from time to time upon at least 30 days' prior notice by email, dashboard notice, platform notice, or other reasonable electronic notice. Any fee change will apply only to Introductions unlocked or accepted on or after the effective date of the revised fee.

4.5No Subscription; No Commission

Unless Vera Monet expressly offers a separate paid program in writing, this Agreement does not require a monthly subscription fee. Vera Monet does not charge a commission on contracts Vendor enters into with Users through the platform. Vendor pays only applicable Introduction Fees and any other amounts expressly authorized under this Agreement.

4.6Free First Introduction

New vendors receive one first Introduction at no charge, if and as offered by Vera Monet through the platform. This promotional credit:

• is applied automatically if eligible;
• has no cash value;
• is nontransferable; and
• may be modified or discontinued for future vendors at any time.

4.7Payment Authorization

By providing or saving a payment method, Vendor authorizes Vera Monet and its third-party payment processor to:

• charge the applicable Introduction Fees and other amounts due under this Agreement when incurred;
• reattempt failed charges;
• process partial or split recoveries where technically supported;
• use updated card or billing information made available by the payment processor; and
• place reasonable restrictions on Vendor's account in the event of failed, disputed, reversed, or overdue charges.

All payment processing is handled by a third-party payment processor, currently Stripe, and is also subject to that processor's applicable terms.

4.8Failed Payments; Nonpayment Remedies

If any charge fails, is declined, is reversed, or becomes overdue, Vera Monet may, without limiting its other rights:

• suspend or restrict Vendor's account;
• withhold access to new Introductions;
• disable profile visibility;
• require Vendor to update payment information before further use;
• charge any amounts later using an updated or replacement payment method authorized under Section 4.7; and
• pursue collection of unpaid amounts to the extent permitted by law.

Vendor remains responsible for all valid charges incurred under this Agreement.

If a charge that was initially processed is subsequently failed, declined, reversed, charged back, or otherwise made non-final after Vendor has unlocked or accepted an Introduction, the unpaid amount is due immediately and will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the date of the reversal until paid. Vera Monet may also charge a returned-payment fee of twenty-five dollars ($25) for each declined or reversed payment. Vendor will reimburse Vera Monet for all reasonable costs of collection, including reasonable attorneys' fees, arbitration filing fees, court costs, and Stripe chargeback/dispute fees, incurred in collecting amounts that remain unpaid more than thirty (30) days after notice from Vera Monet.

4.9Refund Policy; Limited Billing Error Carveout

Except as required by applicable law or where Vera Monet determines that a charge resulted from a confirmed billing error, duplicate charge, or other clear processing mistake, Introduction Fees are non-refundable once the Introduction is delivered.

Vendor acknowledges that no refund is owed merely because:

• a User does not respond;
• a User chooses another vendor;
• a User is not ready to book;
• a User changes plans or cancels an event; or
• an Introduction does not result in a contract, payment, or revenue.

4.10Billing Disputes

If Vendor believes a charge was made in error, Vendor must contact Vera Monet at hello@veramonet.com within 14 days after the applicable charge date. Vera Monet will review the matter in good faith and respond within a commercially reasonable time, which Vera Monet currently targets as 5 business days.

4.11Taxes on Vendor Business

Vendor is solely responsible for determining, collecting, reporting, and remitting all taxes, duties, levies, assessments, and similar governmental charges arising from Vendor's business, services, contracts, or payments from Users. Vera Monet is not responsible for Vendor's tax obligations.

5.1Accurate and Current Profile

Vendor must maintain an accurate, complete, and current profile, including as applicable: business name, contact information, service categories, service area and location, pricing or package information (if displayed), portfolio materials, and descriptions of services, style, and availability.

Vendor may not post content that is false, misleading, deceptive, or likely to create a mistaken impression regarding Vendor's experience, offerings, affiliations, or work product.

5.2Portfolio and Image Standards

For image-based vendors, including photographers and videographers, portfolio images submitted to Vera Monet must be Vendor's own original work unless otherwise clearly disclosed and authorized.

For non-image-based vendors, portfolio materials may include photographs depicting Vendor's work or services only if Vendor has all necessary rights and permissions to use and submit those materials.

Vendor is solely responsible for obtaining any required: copyright licenses; photographer permissions; model releases; publicity-right consents; and other third-party approvals necessary for use of submitted content.

5.3Response Expectations

Vendor agrees to respond to unlocked or accepted Introductions within a commercially reasonable time. Vera Monet currently recommends responding within 48 hours. Repeated non-responsiveness, excessive delay, or failure to engage professionally may result in reduced visibility, suspension, or removal from the platform.

5.4Professional Conduct

Vendor must interact with Users, Vera Monet personnel, and other platform users in a professional and respectful manner. Vendor may not:

• engage in harassment, discrimination, abusive conduct, or deception;
• misrepresent Vendor's services, pricing, availability, or credentials;
• imply endorsement by Vera Monet beyond being a listed or participating vendor;
• use the platform for unlawful, fraudulent, or misleading purposes; or
• use Introductions outside the permitted scope of this Agreement.

5.5Use of User Information

Vendor may use User names, contact information, wedding details, preferences, and related inquiry information received through Vera Monet only for the purpose of:

• evaluating the applicable Introduction;
• communicating with the User regarding requested services; and
• providing or proposing wedding-related services requested by the User.

Vendor may not, except as authorized by the User or required by law: sell, rent, disclose, or share User information with third parties; use User information for unrelated marketing, list building, or spam; scrape, export, or compile User information into independent databases; or use User information in any manner inconsistent with Vera Monet's Privacy Policy or applicable law.

Vendor must use commercially reasonable safeguards to protect User information from unauthorized access, use, or disclosure.

5.6Anti-Circumvention and Platform Misuse

Vendor may not use the platform, any Introduction, or any information obtained through Vera Monet to circumvent Vera Monet's fee structure or platform processes. Without limiting the foregoing, Vendor may not:

• manipulate, bypass, or interfere with the unlock or payment workflow;
• encourage Users to evade the platform process in order to avoid applicable fees;
• scrape, harvest, copy, or systematically extract platform content or data;
• use automated means to access the platform except as expressly authorized in writing; or
• interfere with the operation, security, or integrity of the platform.

5.7Legal Compliance

Vendor is solely responsible for complying with all laws, regulations, ordinances, and industry requirements applicable to Vendor's business and services, including those relating to: professional licensing; insurance; labor and employment; taxes; marketing and communications; health and safety; food service; alcohol service; consumer protection; and privacy and data protection.

5.8Insurance

Vendor will maintain, at its own expense, commercially reasonable insurance coverage appropriate to Vendor's business and services, including general liability insurance and any other insurance required by law or reasonably applicable to Vendor's business, personnel, vehicles, property, products, or services. Upon Vera Monet's reasonable request, Vendor will provide evidence of such insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (ii) coverage naming Vera Monet LLC as an additional insured on a primary, non-contributory basis with respect to claims arising out of Vendor's services to Users introduced by Vera Monet; and (iii) a certificate of insurance evidencing such coverage delivered to Vera Monet at signup and on an annual basis thereafter. Vendor will provide updated certificates within ten (10) business days of any material change in coverage.

5.9Data Protection

(a) Status of the parties. Vendor acknowledges that User information received through Vera Monet includes personal information regulated under U.S. state privacy laws, including the California Consumer Privacy Act / California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, and the Connecticut Data Privacy Act. With respect to User information received through Vera Monet, Vendor acts as an independent controller (and not as Vera Monet's service provider, processor, or contractor) for purposes of those laws. The parties intend that the disclosure of User information from Vera Monet to Vendor is not a "sale" or "sharing" of personal information within the meaning of applicable privacy law, and the fees charged under this Agreement do not constitute consideration for User information.

(b) Purpose limitation. Vendor will process User information solely for the purposes set out in §5.5 and will not use, retain, or disclose User information for any other purpose, including any commercial purpose other than providing services to the relevant User.

(c) Security. Vendor will implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the User information, including access controls and encryption of User information in transit and (where stored on portable or networked media) at rest.

(d) Sub-processors. Vendor will not disclose User information to any third party other than (i) employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement; (ii) service providers acting on Vendor's behalf under written agreements containing confidentiality, security, and use-limitation obligations consistent with this §5.9; or (iii) as required by law. Vendor remains responsible for the acts and omissions of its personnel and service providers.

(e) Individual rights. Vendor will honor User rights requests (including access, deletion, correction, opt-out of sale or sharing, opt-out of targeted advertising, and limitation of use of sensitive personal information) that Vendor receives directly from Users with respect to User information that Vendor holds, and will reasonably cooperate with Vera Monet to honor verified requests Vera Monet receives.

(f) Security incidents. Vendor will notify Vera Monet at hello@veramonet.com without undue delay, and in any event within seventy-two (72) hours, after discovering any actual or reasonably suspected unauthorized access to, acquisition of, loss of, or unauthorized disclosure of User information received through Vera Monet. The notification will include the information then available about the nature and scope of the incident, the User information affected, and the remedial steps Vendor is taking. Vendor will reasonably cooperate with Vera Monet's investigation and response.

(g) Return or deletion. On termination of this Agreement, on a User's verified request, or when User information is no longer needed for the purposes in §5.5 (whichever is earliest), Vendor will delete or return the relevant User information, except to the extent retention is required by law or for the establishment, exercise, or defense of legal claims.

(h) Indemnification tie-in. Vendor's breach of this §5.9 is a breach for which the indemnification in §11 applies.

6.1Vendor Ownership

As between the parties, Vendor retains ownership of Vendor's pre-existing trademarks, business names, logos, written descriptions, images, portfolio materials, and other content submitted by Vendor to the platform ("Vendor Content"), subject to the license granted in this Agreement.

6.2License to Vera Monet

Vendor grants Vera Monet a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, perform, distribute, publish, crop, resize, reformat, adapt for technical or layout purposes, and otherwise use Vendor Content for the following purposes: (i) during the Term, for operating the platform, displaying Vendor's profile, and facilitating Introductions; and (ii) during the Term and thereafter, for promoting Vera Monet and the platform, including continued use and distribution of marketing, social media, editorial, advertising, and press materials lawfully published or distributed before termination. Vendor may request removal of Vendor Content from active marketing channels at any time; Vera Monet will use commercially reasonable efforts to honor such requests within thirty (30) days for live promotional content but is not obligated to recall, modify, or remove archived, distributed, or third-party-republished materials.

6.3Vendor Content Warranties

Vendor represents and warrants that:

• Vendor owns or controls all necessary rights in Vendor Content;
• Vendor has all licenses, consents, permissions, and releases necessary to submit Vendor Content and grant the license in Section 6.2;
• Vendor Content does not infringe, misappropriate, or otherwise violate any copyright, trademark, trade secret, privacy, publicity, moral, contractual, or other third-party rights; and
• Vendor Content is not false, defamatory, obscene, unlawful, or misleading.

6.4Vera Monet Review and Editing Rights

Vera Monet may review, reformat, reject, remove, suppress, or request revisions to Vendor Content and vendor profiles in order to maintain quality, consistency, legality, or platform standards. Vera Monet will not intentionally make material substantive changes to Vendor's profile statements in a way that misrepresents Vendor's business without Vendor's consent.

6.5Approval, Rejection, and Curation Rights

Vera Monet may approve, reject, suspend, limit, or remove any vendor, profile, or content at any time, with or without cause, subject to applicable law. Participation on the platform is not guaranteed and does not create any obligation for Vera Monet to continue listing Vendor for any minimum period.

6.6No Exclusivity

This Agreement does not create an exclusive relationship. Vendor may list services elsewhere, and Vera Monet may list or work with other vendors in the same categories, markets, and geographic areas.

6.7DMCA Cooperation

Vendor acknowledges Vera Monet's Copyright Policy and the DMCA procedures in Terms of Use Section 14. If Vera Monet receives a Notification under 17 U.S.C. § 512(c)(3) regarding Vendor Content, Vera Monet may remove or disable access to that content promptly and will provide Vendor notice with the Notification information. Vendor will respond to such notice within ten (10) business days, including by submitting a Counter-Notification under 17 U.S.C. § 512(g)(3) if Vendor believes the removal was in error. Vendor acknowledges that two or more valid Notifications regarding Vendor Content within any twelve (12)-month period, or a single egregious instance of infringement, may result in termination of Vendor's account under Vera Monet's Repeat Infringer Policy.

6.8Feedback

If Vendor provides Vera Monet with any suggestions, comments, improvements, ideas, or other feedback regarding the platform ("Feedback"), Vendor grants Vera Monet a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, modify, and exploit the Feedback for any purpose, without obligation or attribution to Vendor.

8.1Electronic Communications Consent

Vendor consents to receive this Agreement, amendments, disclosures, transactional messages, billing notices, operational communications, and other account-related notices electronically, including by email, dashboard notice, in-platform message, or other electronic means.

8.2Marketing Communications

(a) Operational communications. Vendor agrees that Vera Monet may send Vendor communications related to Vendor's account, transactions, billing, security, lead notifications, platform changes, legal notices, and similar non-marketing operational matters, at the contact information Vendor provides. These communications are a necessary part of the Services and are not subject to marketing opt-out, though Vendor may close the account to discontinue them.

(b) Marketing communications generally. Subject to (c) below, Vera Monet may send Vendor marketing and promotional communications by email and other channels Vendor has agreed to. Vendor may opt out of marketing email at any time using the unsubscribe link in any marketing email or by contacting hello@veramonet.com. Vera Monet will honor the opt-out within ten (10) business days as required by the CAN-SPAM Act.

(c) SMS and text-message marketing. Where Vendor expressly consents in a separate opt-in at the time of phone-number capture, Vera Monet (and its service providers acting on its behalf) may send Vendor marketing and promotional messages by SMS or text message using automated technology. Vendor's consent to receive marketing texts is not a condition of using the Services or of receiving any Introduction. Message frequency varies. Message and data rates may apply. Vendor may opt out of marketing texts at any time by replying STOP to any marketing text, after which Vera Monet may send a final confirmation message. Vendor may obtain help by replying HELP. Carriers are not liable for delayed or undelivered messages.

(d) Push notifications. If Vendor enables push notifications through the Vera Monet dashboard or mobile experience, Vera Monet may send Vendor operational and (where Vendor has opted in) marketing push notifications, which Vendor can disable in device settings.

(e) Consent record. Vendor acknowledges that Vera Monet may rely on the consent recorded at signup, including the timestamp, IP address, version of the consent language, and channel selection, as evidence of Vendor's consent to receive communications under this §8.2.

8.3Notice Addresses

Notices to Vera Monet must be sent to: hello@veramonet.com

Notices to Vendor will be sent to the email address associated with Vendor's account or by dashboard notice. Vendor is responsible for keeping contact information current.

9.1No Booking Guarantee

Vera Monet does not guarantee that any Introduction will result in: a response; a consultation; a signed contract; a paid booking; or any specific amount of revenue or business opportunity.

9.2No Verification Guarantee

Vera Monet may curate or review vendors for platform quality purposes, but Vera Monet does not guarantee any vendor's or User's identity, qualifications, solvency, intentions, compliance, availability, or performance.

9.3Third-Party Relationships

Any contract, proposal, payment arrangement, event services arrangement, or dispute between Vendor and a User or other third party is solely between those parties. Vera Monet is not a party to those arrangements and is not responsible for their performance or outcome.

9.4As-Is Disclaimer

To the fullest extent permitted by law, the platform and all related services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

10.1Liability Cap

To the maximum extent permitted by law, Vera Monet's total cumulative liability for all claims arising out of or relating to this Agreement, the platform, or any Introduction will not exceed the greater of:

• the total Introduction Fees actually paid by Vendor to Vera Monet during the 12 months preceding the event giving rise to the claim; or
• $1,000.

10.1AExceptions to Liability Cap

The limitations in Section 10.1 do not apply to: (a) Vendor's indemnification obligations under Section 11; (b) Vendor's breach of Section 12 (Confidentiality); (c) Vendor's breach of Section 5.9 (Data Protection); (d) fraud, gross negligence, or willful misconduct; or (e) amounts owed under Section 4 (Fees and Payment).

Notwithstanding any contrary provision of the Terms of Use, the limitation of liability in this Section 10 controls as between Vera Monet and Vendor; the corresponding limitation in Terms of Use § 21 is superseded by this Agreement as to Vendor.

10.2Excluded Damages

To the maximum extent permitted by law, Vera Monet will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, lost revenue, lost business opportunity, loss of goodwill, loss of data, or business interruption, even if advised of the possibility of such damages.

10.3Allocation of Risk

The parties acknowledge that the fees charged under this Agreement reflect the allocation of risk set forth in this Agreement and that Vera Monet would not enter into this Agreement without these limitations.

12.1Confidential Information

Vendor may receive nonpublic information through the platform or relationship with Vera Monet, including: User information and inquiry details; platform processes and workflows; pricing logic and business information; nonpublic communications; and other information that a reasonable person would understand to be confidential.

12.2Confidentiality Obligations

Vendor will:

• use Confidential Information only as necessary to perform under this Agreement;
• protect Confidential Information using commercially reasonable care; and
• not disclose Confidential Information to third parties except as required by law or as expressly permitted by this Agreement.

12.3Exclusions

Confidential Information does not include information that Vendor can demonstrate: was publicly available without breach of this Agreement; was already lawfully known by Vendor without restriction; was lawfully received from a third party without breach of duty; or was independently developed without use of Vera Monet's Confidential Information.

12.4Survival of Confidentiality

Vendor's confidentiality obligations under this Section 12 survive termination of this Agreement for three (3) years, except with respect to: (a) User information and personal information, which survive indefinitely; and (b) information that constitutes a trade secret of Vera Monet, which survive for so long as the information retains its trade-secret status under applicable law.

13.1Term

This Agreement begins upon Vendor's acceptance under Section 1 and continues until terminated in accordance with this Agreement.

13.2Termination by Vendor

Vendor may terminate this Agreement at any time by closing the account through available platform functionality or by contacting Vera Monet at hello@veramonet.com. Termination does not entitle Vendor to a refund of previously incurred fees except as expressly provided in this Agreement or required by law.

13.3Suspension or Termination by Vera Monet

Vera Monet may suspend, restrict, or terminate Vendor's account or access to the platform at any time, with or without notice, and with or without cause, subject to applicable law. Grounds may include, for example:

• breach of this Agreement;
• suspected fraud, abuse, or misuse of the platform;
• inaccurate or misleading profile information;
• nonpayment or payment reversals;
• harmful, unlawful, or unprofessional conduct;
• intellectual property complaints;
• extended inactivity; or
• platform integrity, security, legal, or business concerns.

13.4Effect of Termination

Upon termination or suspension:

• Vendor's profile may be removed, hidden, or disabled;
• Vendor may lose access to the dashboard and future Introductions;
• outstanding amounts owed to Vera Monet remain due and payable; and
• any rights or obligations that accrued before termination remain enforceable.

13.5Survival

The following provisions, and any other provisions that by their nature should survive, will survive termination or expiration of this Agreement: payment obligations and accrued rights; Sections 5.5, 5.6, and 5.9; Sections 6, 7, 8, 9, 10, 11, 12, 13.4, 13.5, and 14; and any obligations concerning confidentiality, intellectual property, liability allocation, dispute resolution, and indemnification.

14.1Governing Law

This Agreement and any dispute arising out of or relating to this Agreement, the platform, or any Introduction will be governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules.

14.2Informal Negotiations First

To expedite resolution and control the cost of any dispute, controversy, or claim arising out of or relating to this Agreement, the platform, or any Introduction (each a "Dispute"), the parties agree to first attempt to negotiate the Dispute (except those Disputes expressly excluded in Section 14.7) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other.

14.3Binding Arbitration

14.3ABatched / Bellwether Procedure

If 25 or more substantially similar claims are filed against Vera Monet by Vendor and other vendors represented by the same or coordinated counsel, the parties agree the claims will proceed in coordinated bellwether batches of no more than 50 cases each. Bellwether outcomes may be used for mediation between the parties before the next batch proceeds. AAA filing fees for cases beyond the first bellwether batch will not be due until the prior batch concludes.

14.4Court Venue (Limited Carve-Out)

Notwithstanding Section 14.3, either party may litigate in court solely to: (a) seek temporary, preliminary, or permanent injunctive or equitable relief; or (b) compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on an arbitration award. Any such action shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and each party irrevocably consents to the personal jurisdiction and venue of those courts and waives all defenses of lack of personal jurisdiction and forum non conveniens. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement.

14.5Class-Action Waiver

The parties agree that arbitration and any court proceeding permitted under this Section 14 shall be conducted only on an individual basis and not as a class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall be severed and may proceed in court, while all other claims remain subject to arbitration.

14.6Limitation of Actions

In no event shall any Dispute brought by either party related in any way to the platform or any Introduction be commenced more than two (2) years after the cause of action arose. If this provision is found to be illegal or unenforceable, the affected Dispute shall be decided by a court of competent jurisdiction within the courts identified in Section 14.4, and the parties agree to submit to the personal jurisdiction of that court.

14.7Exceptions to Informal Negotiations and Arbitration

The parties agree that the following Disputes are not subject to the provisions above concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a party; (b) any Dispute related to, or arising from, allegations of theft, misappropriation, piracy, or unauthorized use of intellectual property, trade secrets, or platform credentials; and (c) any application for temporary or preliminary injunctive relief in aid of arbitration, or for permanent injunctive relief sought together with claims described in (a) or (b). If this provision is found illegal or unenforceable, the affected Dispute shall be decided by a court of competent jurisdiction within the courts identified in §14.4, and the parties agree to submit to the personal jurisdiction of that court.

16.1Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, franchise, fiduciary, employment, or agency relationship between the parties.

16.2Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous oral or written understandings relating to that subject matter.

16.3Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

16.4No Waiver

A party's failure to enforce any provision of this Agreement will not operate as a waiver of that provision or any other provision.

16.5Assignment

Vendor may not assign or transfer this Agreement, by operation of law or otherwise, without Vera Monet's prior written consent. Vera Monet may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

16.6Force Majeure

Vera Monet will not be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, internet or utility failures, labor disputes, government actions, pandemics, civil unrest, or failures of third-party providers.

16.7Interpretation

Headings are for convenience only and do not affect interpretation. The words "including" and similar terms mean "including without limitation."

Vera Monet LLC, doing business as Vera Monet

Charlotte, North Carolina

Email: hello@veramonet.com

Website: veramonet.com