Vendor Agreement

This Vendor Agreement ("Agreement") is entered into between Yardy Know Ent. LLC, a California limited liability company operating as YK Entertainment ("YK," "we," "us," or "our"), and the individual or business entity registering as a vendor on the Platform ("Vendor," "you," or "your").

By checking the "I agree" box during signup, clicking "Submit Application," activating a paid subscription, or listing services on the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement and by our Terms of Service and Privacy Policy, each of which is incorporated by reference. If you are entering into this Agreement on behalf of a business entity, you represent that you have the authority to bind that entity.

You must be at least 18 years of age and legally authorized to conduct business in the State of California to accept this Agreement.

Vendor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship between Vendor and YK. Vendor has no authority to bind, obligate, or make representations on behalf of YK, and shall not hold itself out as an employee, agent, or representative of YK.

YK does not direct, supervise, or control the manner or means by which Vendor performs services for clients. Vendor is solely responsible for all decisions regarding pricing, service delivery, staffing, subcontractors, equipment, and scheduling.

Vendor is solely responsible for all taxes, insurance, licenses, permits, and regulatory obligations arising from its business, including but not limited to federal and state income tax, self-employment tax, sales tax, and applicable business licenses.

Vendor represents, warrants, and covenants that:

• All information Vendor submits to the Platform — including business name, contact information, service offerings, pricing, portfolio images, credentials, and years of experience — is truthful, accurate, and not misleading;
• Vendor holds and will maintain all licenses, permits, certifications, and registrations required by federal, state, and local law to perform its services;
• Vendor carries, and will continuously maintain during the term of this Agreement, commercial general liability insurance of not less than one million U.S. dollars (US $1,000,000) per occurrence, and will provide a Certificate of Insurance to YK within ten (10) business days of a written request;
• Vendor will perform all client engagements in a professional, workmanlike manner, consistent with industry standards, and in full compliance with applicable law;
• Vendor owns or has the necessary rights and licenses to all content it uploads to the Platform, including photographs, videos, music, logos, and text;
• Vendor is not currently subject to any court order, government investigation, or pending litigation that would materially impair its ability to perform under this Agreement or expose YK to reputational harm;
• Vendor will not discriminate against any client on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, age, disability, or any other protected characteristic under applicable law.

YK is a technology platform, not a party to any client engagement. Any contract, booking, quote, deposit, cancellation policy, or dispute between Vendor and a client is solely between those two parties. YK does not employ Vendor, guarantee client payment, endorse Vendor's services, verify Vendor's credentials beyond good-faith review, or supervise any event.

YK does not: (a) hold client funds in escrow; (b) mediate refund requests; (c) guarantee that any inquiry will convert to a booking; (d) guarantee any minimum number of leads, revenue, or event volume; or (e) provide any warranty as to the character, quality, safety, or lawfulness of the services Vendor provides.

Vendor acknowledges that the Platform functions as a lead-generation and discovery service only, and that Vendor bears exclusive responsibility for every aspect of the client relationship after an inquiry is received.

Vendor agrees to pay YK the monthly subscription fee corresponding to Vendor's selected tier, as displayed on our Pricing page. Subscription fees are billed in advance through Stripe on a monthly recurring basis and are non-refundable except as required by applicable law.

Commission on bookings. Basic and Professional tier vendors agree to pay YK a commission equal to ten percent (10%) of the total contract value of any engagement that originated from a client inquiry, referral, profile view, or lead obtained through the Platform, whether the resulting contract is executed on- or off-Platform. Premium tier vendors are exempt from commission and retain one hundred percent (100%) of every booking. Commission invoices are issued monthly in arrears and are due within thirty (30) days of issuance. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Non-circumvention. Vendor agrees not to solicit, encourage, or accept any arrangement — with a client, third party, or intermediary — designed to route a Platform-sourced lead off-Platform for the purpose of avoiding commission or other fees. Deliberate circumvention is a material breach and grounds for immediate termination without refund, plus recovery of the commission that would have been owed. Vendor agrees to maintain accurate records of Platform-sourced engagements and to provide those records to YK on reasonable request.

Vendor may cancel its subscription at any time through account settings or by emailing yardyknowent@gmail.com. Cancellation takes effect at the end of the current billing period, and no prorated refund will be issued for partial months.

YK may suspend or terminate Vendor's account, listing, or subscription — with or without notice — for any of the following: (a) breach of this Agreement or the Terms of Service; (b) failure to pay fees or commissions when due; (c) substantiated client complaints of unprofessionalism, no-shows, safety issues, or fraud; (d) provision of false information; (e) illegal, harmful, or reputation-damaging conduct; (f) chargebacks or payment disputes brought by Vendor's clients; or (g) any conduct YK determines in its sole discretion to be materially inconsistent with the integrity of the marketplace.

Sections 3, 4, 5 (with respect to unpaid commissions), 7, 8, 9, 10, 12, 13, 14, 15, and 16 survive any termination of this Agreement.

Vendor acknowledges that live event work carries inherent risks — including without limitation risks of personal injury, property damage, guest misconduct, equipment failure, venue restrictions, weather, foodborne illness, hearing damage, fire, and third-party negligence — and expressly assumes all such risks arising from services Vendor provides to clients discovered through the Platform.

Vendor further acknowledges that clients discovered through the Platform are not screened, background-checked, or vetted by YK, and that Vendor is solely responsible for evaluating whether to accept any engagement.

To the fullest extent permitted by law, Vendor releases, waives, and discharges YK and its members, managers, officers, employees, contractors, affiliates, and agents (collectively, the "YK Parties") from any and all claims, liabilities, demands, actions, causes of action, damages, and expenses (including reasonable attorneys' fees) — whether known or unknown, direct or indirect, arising in contract or tort or otherwise — that Vendor has or may have arising out of or related to: (a) any engagement, contract, booking, deposit, refund, dispute, injury, or loss between Vendor and any client, guest, or third party; (b) the accuracy, completeness, or conduct of any client, guest, or third party discovered through the Platform; (c) any cancellation, no-show, chargeback, or non-payment by a client; and (d) any content Vendor uploaded to the Platform.

Waiver of California Civil Code Section 1542. Vendor expressly waives the protections of California Civil Code section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Vendor agrees to defend, indemnify, and hold harmless the YK Parties from and against any and all third-party claims, suits, demands, losses, liabilities, damages, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) any service Vendor provides to any client, guest, venue, or third party; (b) any breach or alleged breach by Vendor of this Agreement, the Terms of Service, or any representation or warranty herein; (c) Vendor's violation of any law, regulation, or third-party right (including intellectual property, privacy, and publicity rights); (d) any content Vendor submits to the Platform; (e) any bodily injury, property damage, or death caused or alleged to have been caused by Vendor, its employees, subcontractors, agents, or equipment; and (f) any tax obligation of Vendor.

YK will provide Vendor with prompt written notice of any claim subject to indemnification, and Vendor will control the defense and settlement of such claim, provided that Vendor may not settle any claim in a manner that admits liability on behalf of YK or imposes any non-monetary obligation on YK without YK's prior written consent. YK reserves the right to participate in the defense at its own expense with counsel of its choice.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YK DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

YK MAKES NO GUARANTEE REGARDING (A) THE NUMBER OR QUALITY OF LEADS VENDOR WILL RECEIVE; (B) THE CREDITWORTHINESS, IDENTITY, INTENT, OR CONDUCT OF ANY CLIENT; (C) THE OUTCOME OF ANY BOOKING; OR (D) THE CONTINUED AVAILABILITY OF ANY FEATURE OF THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE YK PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA — ARISING OUT OF OR RELATED TO THIS AGREEMENT OR VENDOR'S USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE YK PARTIES' TOTAL AGGREGATE LIABILITY TO VENDOR FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION AND COMMISSION FEES ACTUALLY PAID BY VENDOR TO YK DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Vendor retains ownership of all content it submits to the Platform. Vendor grants YK a non-exclusive, worldwide, royalty-free, sublicensable license to host, reproduce, display, modify (for formatting and thumbnail generation), and distribute such content in connection with operating, marketing, and promoting the Platform, including in advertising, social media, and search engine listings.

This license survives termination of this Agreement solely for content already published on third-party channels at the time of termination, until such content can reasonably be removed.

Vendor agrees to keep confidential all non-public information disclosed by YK, including without limitation platform analytics, aggregated lead data, feature roadmap, pricing methodologies, and technical infrastructure. Vendor will not disclose such information to any third party without YK's prior written consent, except as required by law.

This Agreement is governed by and construed in accordance with the laws of the State of California, County of Los Angeles, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof — including the determination of the scope or applicability of this arbitration agreement — shall be resolved by final and binding arbitration administered by JAMS in Los Angeles, California, before a single arbitrator, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (or, if the amount in controversy exceeds $250,000, the JAMS Comprehensive Arbitration Rules).

Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.

Class Action Waiver. Vendor and YK each agree that any dispute shall be brought in that party's individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is found unenforceable, then the entirety of this arbitration provision shall be null and void.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property, confidentiality, or non-circumvention obligations.

Opt-Out. Vendor may opt out of this arbitration agreement by sending written notice to yardyknowent@gmail.com within thirty (30) days of first accepting this Agreement. The notice must include Vendor's full legal name, business name, email, and a clear statement that Vendor wishes to opt out of arbitration. Opting out will not affect any other provision of this Agreement.

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except payment obligations) to the extent caused by circumstances beyond that party's reasonable control, including without limitation acts of God, natural disaster, pandemic, epidemic, war, terrorism, riot, civil unrest, government order, labor dispute, utility failure, or internet or infrastructure outage.

YK may modify this Agreement at any time by posting a revised version on the Platform and updating the "Last updated" date. Material changes will be communicated to Vendor by email at least fifteen (15) days before taking effect. Vendor's continued use of the Platform or payment of fees after the effective date constitutes acceptance of the modified Agreement. If Vendor does not agree to the modified Agreement, Vendor's sole remedy is to cancel its subscription.

Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

No Waiver. A party's failure to enforce any provision is not a waiver of the right to enforce it later.

Assignment. Vendor may not assign or transfer this Agreement without YK's prior written consent. YK may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

Notices. Notices to YK must be sent to yardyknowent@gmail.com. Notices to Vendor will be sent to the email address on Vendor's account.

Headings. Section headings are for convenience only and do not affect interpretation.

Questions about this Agreement should be directed to:

• Yardy Know Ent. LLC d/b/a YK Entertainment
• Email: yardyknowent@gmail.com
• Website: https://yardyknowent.com
• Jurisdiction: State of California, County of Los Angeles