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Vendor Agreement

Version 1.0.0 · Effective July 17, 2026

Zennvue Vendor Agreement

DRAFT — PENDING ATTORNEY REVIEW. Framework-mapped draft for counsel (Bernie) review. Not legal advice. Complete all [PLACEHOLDERS] before publication.

Provider: Viceroy, LLC (d/b/a "Zennvue") Effective date: June 1, 2026 Version: 1.0.0 Document type: VENDOR_AGREEMENT

Changelog

  • 1.0.0 (2026-06-01): Initial publication.

This Vendor Agreement supplements the Terms of Service and Privacy Policy and applies to any user who creates a vendor (business) account or lists services on the Zennvue marketplace ("Vendor," "you"). By accepting this Agreement, you agree to its terms in addition to the Terms of Service. In the event of a conflict regarding vendor-specific matters, this Agreement controls.

1. Authority and eligibility

You represent that you are authorized to enter this Agreement on behalf of your business and to bind it, that your business is lawfully formed and operating, and that all information you provide about your business is accurate.

2. Listings and accuracy

You are solely responsible for your listings, packages, pricing, portfolios, and company-page content. You represent that they are accurate, current, lawful, non-deceptive, and do not infringe any third-party rights. We may remove or suspend listings that violate this Agreement or our policies.

3. Licensing, insurance, and lawful operation

You represent and warrant that you hold and will maintain all licenses, permits, registrations, and insurance required to provide your services lawfully, and that you will perform in compliance with all applicable laws. Any licensing or insurance documentation you upload must be genuine and current. Zennvue does not verify and is not responsible for your licensing, insurance, or compliance.

4. Relationship with clients

You acknowledge that Zennvue is not a party to your contracts or transactions with clients. You are solely responsible for your agreements, deliverables, scheduling, cancellations, refunds, no-shows, and disputes with clients. You will deal with clients fairly, honestly, and in compliance with consumer-protection law.

5. Payments, payouts, and Stripe Connect

  • Processor. Marketplace payments and payouts are processed via Stripe and Stripe Connect. To receive payouts you must onboard a Stripe Connected Account.
  • Stripe flow-down. Your use of Stripe Connect is governed by the Stripe Connected Account Agreement and Stripe's other applicable terms, which are incorporated here by reference and which you must accept and comply with. Stripe, not Zennvue, holds and moves funds.
  • Payout timing. Payouts are subject to Stripe's settlement timing, your account status, and any holds for risk, chargebacks, or compliance. Zennvue does not guarantee payout timing.

6. Fees and commissions

You agree to pay the subscription fees, marketplace fees, and/or commissions ("take rate") disclosed to you at sign-up or in your plan, as updated from time to time with notice. We (or Stripe) may deduct applicable fees from payments processed through the Service. Taxes are your responsibility per Section 8.

7. Refunds and chargebacks

Refunds to clients are your responsibility and are handled per your own policies and applicable law. You are responsible for chargebacks, disputes, and related fees on transactions you process, and you authorize us and Stripe to recover such amounts from your balance or payment method.

8. Taxes and 1099-K reporting

You are solely responsible for determining, collecting, reporting, and remitting all taxes arising from your sales. Where required by law, Stripe and/or Zennvue may issue tax forms (including Form 1099-K) and report your transactions to tax authorities. You agree to provide accurate taxpayer information (e.g., TIN/EIN) and keep it current.

9. Reviews and content

Client reviews of your services may be published. You may not solicit fake or incentivized reviews in violation of law, post reviews of your own business, or retaliate against clients for honest reviews. We may moderate reviews under our policies but are not obligated to remove lawful, genuine reviews. You grant us the license to your listing and company-page content described in the Terms of Service.

10. Client and guest data

When you enter or upload data about your clients, their guests, or other individuals, you are the controller of that data and Zennvue acts as your service provider/processor. You represent that you have a lawful basis and any required consents to collect and process that data and to use Zennvue features (including AI features and SMS/email messaging) with it. You will comply with applicable privacy and anti-spam laws (including CAN-SPAM and the TCPA) when messaging your clients and their guests through the Service.

11. Suspension and termination

We may suspend or terminate your vendor account or listings for violations of this Agreement, the Terms of Service, our policies, applicable law, or for risk, fraud, or chargeback concerns. Upon termination, pending payouts remain subject to Stripe's terms and any applicable holds.

12. Indemnification

You will indemnify and hold harmless Viceroy, LLC and its affiliates from claims, damages, and expenses (including reasonable attorneys' fees) arising out of your services, your listings or content, your interactions with clients, your tax or licensing obligations, or your breach of this Agreement.

13. General

This Agreement is governed by the laws of the State of New Mexico and is subject to the dispute resolution, limitation of liability, disclaimer, and general provisions of the Terms of Service, which are incorporated by reference. We may update this Agreement with notice and require re-acceptance for material changes.