Terms and Conditions

1. Acceptance of These Terms

These Terms and Conditions ("Terms") govern access to and use of VendorStax websites, applications, reservation tools, event-management tools, marketplace features, and related services (collectively, the "Services"). VendorStax is operated by Scenic Route Ventures LLC ("VendorStax," "we," "us," or "our").

By creating an account, accessing the Services, publishing an event, making or accepting a reservation, or otherwise using VendorStax, you agree to these Terms. If you use VendorStax on behalf of a business or organization, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not use the Services.

2. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering into a binding agreement to create an Organizer or Vendor account, accept payment obligations, or enter into commercial reservations through VendorStax.

You are responsible for providing accurate account information, protecting account credentials, maintaining current contact and billing information, and all activity that occurs through your account. You must promptly notify VendorStax if you believe your account has been accessed without authorization.

3. Organizers, Vendors, Attendees, and VendorStax

VendorStax provides technology that helps Organizers operate events and helps Vendors and attendees interact with those events. Unless VendorStax expressly states otherwise, VendorStax is not the event organizer, venue operator, exhibitor, vendor, promoter, or seller of an Organizer's event inventory.

• Organizers control their events, prices, inventory, rules, approval decisions, cancellation policies, refund policies, vendor requirements, attendee policies, venue arrangements, and event operations.
• Vendors are responsible for reviewing the Organizer's event terms, policies, requirements, and reservation details before booking.
• Attendees are subject to the applicable Organizer's ticketing, admission, event, and venue rules.
• VendorStax provides the platform and may facilitate reservations, communications, payments, check-in, reporting, and related workflows.

Contracts relating to participation in a show, booth rental, table rental, vendor placement, event admission, sponsorship, or other Organizer-provided items are generally between the Organizer and the applicable Vendor, attendee, sponsor, or other participant.

4. Organizer Responsibilities

Organizers are responsible for operating their events lawfully and safely. This includes, as applicable, securing venue rights, licenses, permits, insurance, approvals, tax registrations, accessibility accommodations, security, staffing, and compliance with event, consumer, advertising, privacy, and payment laws.

Organizers are also responsible for:

• accurate event descriptions, dates, locations, prices, inventory, and policies;
• honoring valid reservations and accurately maintaining inventory status;
• making vendor approval, placement, cancellation, refund, and no-show decisions;
• providing any required vendor agreements, waivers, rules, and disclosures;
• responding to Vendors and attendees regarding the Organizer's event;
• ensuring any Organizer-created fees are clearly disclosed and lawful;
• handling taxes unless VendorStax or a payment provider is legally required to collect or remit them.

5. Reservations and Inventory

A reservation is not confirmed until the status shown in VendorStax indicates that the reservation is confirmed, paid, or otherwise accepted under the Organizer's configured workflow. Pending applications, temporary cart holds, failed payments, and expired booking sessions are not confirmed reservations.

Organizers may offer instant booking, approval-required booking, invite-only access, early access windows, waitlists, deposits, add-ons, or other supported reservation settings. Availability can change until a reservation is confirmed.

Organizers are responsible for accurately configuring tables, booths, spaces, islands, custom footprints, included items, add-ons, and pricing.

6. VendorStax Fees and Offline Balances

VendorStax may charge platform, reservation, subscription, payment, or other fees disclosed in the Services. Fees in effect when a transaction is confirmed apply to that transaction unless otherwise stated.

The reservation fee applies to confirmed paid reservations handled online through VendorStax, through an Organizer's external payment method, at the show, or when an Organizer books on behalf of a Vendor.

Vendors do not see the VendorStax platform fee as a VendorStax charge. An Organizer may impose its own separately disclosed booking or service fee, subject to applicable law.

For eligible online transactions, VendorStax fees may be deducted from the Organizer's payment proceeds. Fees for offline and pay-at-show reservations may accumulate in the Organizer's VendorStax Balance. When the unpaid balance reaches the collection threshold shown in the Services, VendorStax may charge the Organizer's saved billing method. As of the Effective Date, that threshold is $25. Smaller outstanding balances may be collected monthly.

A VendorStax reservation fee is earned when the reservation becomes confirmed and paid. The fee is not reversed solely because the reservation is later cancelled or refunded. No reservation fee is charged for pending reservations, failed payments, expired booking sessions, or complimentary reservations.

If an accidental duplicate reservation is confirmed, the Organizer may cancel the duplicate and contact VendorStax Support to request an account review or credit. Credits are not guaranteed unless required by law.

7. Payment Processing and Stripe

VendorStax may use Stripe and Stripe Connect to facilitate payment processing, connected accounts, payouts, refunds, identity verification, fraud prevention, and related financial services. Use of Stripe services may require the applicable user to agree to Stripe's terms and privacy practices.

Stripe processing fees and other payment-provider charges are separate from VendorStax platform fees unless the Services expressly state otherwise. Organizers are responsible for chargebacks, disputes, negative balances, refunds, payout issues, and payment obligations allocated to them under the applicable payment-provider agreement and VendorStax billing settings.

VendorStax does not guarantee that a payment provider will approve, maintain, or continue any account, transaction, payout, payment method, or financial service.

8. Cancellations, Refunds, and Event Changes

Organizers establish and administer their own event cancellation and refund policies, subject to applicable law and any mandatory VendorStax rules. Vendors and attendees should review those policies before booking or purchasing.

An Organizer's cancellation or refund of an underlying reservation does not automatically refund VendorStax fees that have already been earned. VendorStax may issue a credit or refund where required by law or where VendorStax expressly agrees to do so.

VendorStax is not responsible for event postponements, venue changes, event cancellations, vendor removals, attendee turnout, weather, travel costs, inventory sales, or other outcomes controlled by the Organizer or third parties.

9. User Content and Event Materials

You retain ownership of content you submit to VendorStax, including event information, logos, images, floor plans, sponsor materials, listings, messages, and other content ("User Content").

You grant VendorStax a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, format, transmit, and otherwise use User Content as reasonably necessary to operate, secure, support, promote, and improve the Services and to provide the functionality you request.

You represent that you have the rights needed to submit the User Content and that it does not violate law, intellectual-property rights, privacy rights, publicity rights, or contractual obligations.

10. Show Spotlight and User-to-User Transactions

Show Spotlight and similar marketplace or communication features may allow users to list items, express interest, communicate, arrange transactions, or connect around live events. Unless VendorStax expressly acts as seller or transaction counterparty, users transact with one another at their own risk.

Users are responsible for item descriptions, authenticity, condition, ownership, pricing, taxes, delivery, transfer, and compliance with applicable laws. VendorStax may remove listings, restrict accounts, or take other action to protect users or the platform.

11. Acceptable Use

You may not use the Services to:

• violate law or another person's rights;
• submit false, deceptive, fraudulent, or misleading information;
• circumvent payment obligations, platform controls, security measures, access restrictions, or rate limits;
• upload malware, harmful code, or content intended to disrupt the Services;
• scrape, harvest, reverse engineer, or access the Services in an unauthorized manner except where law expressly permits;
• impersonate another person or misrepresent an affiliation;
• use VendorStax to facilitate prohibited, unlawful, counterfeit, stolen, or infringing goods or services.

12. Communications

You agree that VendorStax may send transactional and service communications relating to your account, reservations, payments, security, events, or use of the Services. Marketing communications will be handled in accordance with applicable law and the preferences available to you.

Organizers that use VendorStax to communicate with Vendors or attendees are responsible for ensuring they have any required consent or other lawful basis for those communications.

13. VendorStax Intellectual Property

The Services, including VendorStax software, interfaces, designs, trademarks, logos, documentation, and underlying technology, are owned by VendorStax or its licensors and are protected by applicable intellectual-property laws. Except for the limited right to use the Services under these Terms, no rights are transferred to you.

14. Service Availability and Changes

VendorStax may add, modify, suspend, or discontinue features. We may perform maintenance, address security issues, comply with law, or restrict access where reasonably necessary. We do not guarantee that every feature will be available at all times or in every location.

We may update pricing or these Terms prospectively. Material changes will be communicated as required by law. Continued use after an updated version becomes effective constitutes acceptance to the extent permitted by law.

15. Suspension and Termination

You may stop using VendorStax at any time, subject to outstanding payment, record-retention, and contractual obligations. VendorStax may suspend or terminate access where we reasonably believe there has been fraud, abuse, nonpayment, security risk, unlawful activity, repeated policy violations, or material breach of these Terms.

Provisions that by their nature should survive termination will survive, including payment obligations, intellectual-property provisions, disclaimers, limitations of liability, indemnification, and dispute provisions.

16. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available." VendorStax disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade.

VendorStax does not guarantee event attendance, vendor sales, profitability, availability of a specific space, uninterrupted operation, successful payment processing, or the quality, legality, authenticity, or conduct of Organizers, Vendors, attendees, sponsors, venues, or other third parties.

17. Limitation of Liability

To the maximum extent permitted by law, VendorStax and its affiliates, officers, employees, contractors, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of data, reputational harm, or costs arising from event cancellation or third-party conduct.

To the maximum extent permitted by law, VendorStax's aggregate liability arising out of or relating to the Services will not exceed the greater of (a) the fees you paid directly to VendorStax during the 12 months before the event giving rise to the claim or (b) $100.

Some jurisdictions do not allow certain exclusions or limitations, so some of these provisions may not apply to you.

18. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless VendorStax and its affiliates, officers, employees, and contractors from claims, liabilities, damages, judgments, losses, and reasonable costs arising from your event, your User Content, your products or services, your violation of law, your violation of these Terms, or your infringement of another person's rights.

19. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Unless applicable law requires otherwise, disputes arising out of these Terms or the Services will be brought in the state or federal courts located in Orange County, Florida, and the parties consent to jurisdiction and venue there.

Before filing a formal claim, the parties are encouraged to contact one another and attempt in good faith to resolve the dispute informally.

20. Miscellaneous

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without VendorStax's consent, except as permitted by law. VendorStax may assign these Terms as part of a merger, acquisition, reorganization, financing, or sale of assets.

These Terms, together with policies and terms expressly incorporated by reference, constitute the agreement between you and VendorStax regarding the Services.

21. Contact

Questions about these Terms may be submitted through the VendorStax Contact page. Legal notices should clearly identify the sender, the relevant account or organization, and the nature of the request.