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This Vendor Agreement (this “Agreement“), made and effective as of [Date] (“Effective Date“), is by and between [Name of Vendor], a [Vendor State of Organization] [Entity Type] having its principal place of business at [Vendor Business Address] (“Vendor“), and EventRoostr, Inc, d/b/a AisleGo, a Delaware incorporated company, having its principal place of business at 80 West M Y Lane, Morrisville, PA 19067 (“Company“) (each a “Party” or collectively referred to as “Parties“).

WHEREAS, Company has created a cohesive ecosystem for booking destination weddings where vendors and couples can be rewarded for organizing and booking events (“Event Bookings“) on one intuitive and engaging online marketplace (“Platform“);

WHEREAS, Vendor provides certain Services (as defined on Schedule 1, which may be amended from time to time) in the wedding services industry that Company desires to collaborate with and provide access to its Platform in order to create an even competitive playing field for prospective wedding couples; and

WHEREAS, Company and Vendor wish to enter into this Agreement in order to establish the terms and conditions of the Vendor relationship with the Company.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions. In this Agreement, the following terms have the following meanings:

Confidential Information” has the meaning set forth in 6.

Customer” shall mean a registered user of the Platform.

Disclosing Party” means a Party that discloses or arranges for the disclosure of Confidential Information to the other Party in accordance with this Agreement.

Company” has the meaning set forth in the introductory paragraph.

Effective Date” has the meaning set forth in the introductory paragraph.

Force Majeure Event” has the meaning set forth in 17.

Parties” has the meaning set forth in the introductory paragraph.

Party” has the meaning set forth in the introductory paragraph.

Platform” has the meaning set forth in the introductory paragraph.

Services” means the Services set forth on Schedule 1.

Receiving Party” means a Party that receives or is provided access to Confidential Information of, through, or by authorization of, the other Party in connection with this Agreement.

Representatives” means employees, officers, directors, partners, shareholders, members, agents, attorneys, accountants or advisors.

Vendor” has the meaning set forth in the introductory paragraph.

  • Use of Platform; Limitations. By entering into this Agreement, Company grants to Vendor a limited license to use the Platform for the sole purpose of (i) carrying out the Services; (ii) creating digital booking packages to advertise Vendor’s business to Customers of Company’s Platform; (iii) and the right to communicate with Customer. Notwithstanding the foregoing, Vendor shall agree that all bookings with a Customer shall occur directly with the Company through the Platform and/or other company authorized booking channels. At no time shall Vendor contract directly with Customer without the prior written approval of Company. Failure to comply with the terms of this Section 2 may result in (i) Company asserting claims against Vendor pursuant to terms of this Agreement, (ii) Company terminating any other contracts between Vendor and a third party through the Platform, and (iii) Company terminating this Agreement as set forth in Section 12.
  • Use of Vendor Materials. By entering into this Agreement, Vendor grants to Company a limited license to use Vendor’s promotional content including images, pricing, products and services, in order to promote the Company and the Platform.  This limited license includes the ability of Company to combine Vendor offerings with other approved or authorized preferred vendor offerings.  The Company acknowledges that all promotional content is the property of the Vendor and use thereof is granted on the basis that any and all content used can be revoked by written request to the Company via
  • Payment. In the event Vendor is selected by Customer through the Platform to provide Services as advertised by Vendor on the Platform, the following shall occur: (i) Company to receive a copy of Vendor’s purchase order with Customer.
  • Non-Exclusivity; Non-Compete. Vendor retains the right to perform the same or similar type of Services for third parties during the Term of this Agreement, except that, during the Term, Vendor shall not advertise or entice any Customer of the Company to contract with Vendor outside of the Platform. Failure to comply with the terms of this Section may result in termination of this Agreement as set forth in Section 12.
  • RPV Special Offers. As an incentive to temporarily increase a Vendor’s ranking on the Platform, Vendor shall have the ability to purchase RoostrPoint Valuation (“RPV“) tokens as more specifically set forth on Exhibit A, which may be amended from time to time. Company shall notify Vendor of any material changes to Exhibit A.
  • Confidentiality.
    • From time to time during the Term of this Agreement, each Party (as the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“) information about its business affairs, Services and services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information includes all information provided to Vendor in connection to carrying out its Services but not information that, as established by documentary evidence:
      • was, at the time of disclosure, or thereafter became, generally available to and known by the public other than as a result, directly or indirectly, of any breach of this 6.1 by the Receiving Party or any of its Representatives;
      • was, at the time of disclosure, or thereafter became, available to the Receiving Party on a non-confidential basis from a third-party source that, at the time of the third-party disclosure, had the right to disclose the information without a confidentiality obligation;
      • was known by, or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or
      • was, at the time of disclosure, or is thereafter independently developed, by the Receiving Party without reference to, or use of, any of the Disclosing Party’s Confidential Information.
    • The Receiving Party shall:
      • protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
      • not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and
      • not disclose any such Confidential Information to any person or entity, except for its Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement or the Supply Agreement. The Receiving Party shall be responsible for any breach of this 6.2(c) caused by any of its Representatives.
    • The confidentiality obligations in this Section survive expiration or termination of this Agreement.
    • On the expiration, termination or hibernation of this Agreement, the Receiving Party shall promptly return and shall require its Representatives to promptly return to the Disclosing Party all copies of the Disclosing Party’s Confidential Information, whether in written, electronic or other form or media, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
    • The Disclosing Party may, in addition to all other remedies available at law, seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this 6 and to secure its enforcement.
    • Notwithstanding anything to the contrary in this 6, the Receiving Party may disclose the Disclosing Party’s Confidential Information in accordance with the requirements of applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party shall first provide the Disclosing Party with:
      • prompt written notice of such requirements so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
      • reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
  1. Insurance.
    • During the term of this Agreement, Vendor shall obtain and maintain in full force and effect, at its expense, the following insurance policies:
      • Commercial general liability with limits no less than $1 million for each occurrence and $2 million in the aggregate, including bodily injury and property damage and Services and completed operations and advertising liability, which policy will include contractual liability coverage insuring its activities under this Agreement; and
      • Worker’s compensation with the minimum amount required by applicable law.
  1. Taxes. Vendor shall be responsible for paying all taxes, including personal property and inventory taxes, relating to any products or other inventory sold to a Customer (whether sold on the Company Platform or otherwise).
  2. Nature of Relationship. Nothing in this Agreement shall be construed to create an agency, franchise, partnership, joint venture or employee/employer relationship between the Parties; however, Vendor and Company are each independent contractors under this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
  3. Indemnification. Except for Company’s gross negligence and willful misconduct, Vendor (as “Indemnifying Party“) shall indemnify, hold harmless, and defend Company and its managers, officers, directors, employees, agents, affiliates, successors and assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses“), arising out of any third-party claim alleging:
  • breach or non-fulfillment of any representation, warranty, or covenant under/representation or warranty set forth in this Agreement by Indemnifying Party;
  • any grossly negligent or more culpable act or omission of Indemnifying Party in connection with the performance of its obligations under this Agreement, specifically Section 4 requiring notification by the Indemnifying Party to Company of any engagements or agreements with the Customers;
  • any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party;
  • any failure by Indemnifying Party to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.


11.2 Notice of Third-Party Claims. Indemnified Party shall give Indemnifying Party prompt written notice (a “Claim Notice“) of any Losses or discovery of facts on which Indemnified Party intends to base a request for indemnification under this Section. Indemnified Party’s failure to provide a Claim Notice to Indemnifying Party under this Section does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result from a delay in providing a Claim Notice. Each Claim Notice must contain a description of the third-party claim and the nature and amount of the related Losses (to the extent that the nature and amount of the Losses are known at the time). Indemnified Party shall furnish promptly to Indemnifying Party copies of all papers and official documents received in respect of any Losses.

Indemnifying Party’s duty to defend applies immediately, regardless of whether Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.

11.3 Settlement of Indemnified Claims by Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Party of any proposed settlement of an Indemnified Claim. Indemnifying Party may not, without Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise, or consent:

  • includes an unconditional release of Indemnified Party from all liability arising out of such claim;
  • does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Party; and
  • does not contain any equitable order, judgment, or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains, or interferes with the business of Indemnified Party.
  1. Term, Renewal and Termination.
    • Term. The term of this Agreement (the “Term“) begins on the Effective Date and continues thereafter in perpetuity, unless and until sooner terminated as provided in 12.2. Either Party may renew this Agreement upon written notice stipulating the renewed time frame on the same terms and conditions in effect immediately before such renewal
    • Termination. This Agreement shall terminate automatically upon the expiration or termination agreed to by both Parties in writing. Upon termination, Company will hibernate Vendor’s profile on the Platform.
    • Effect of Termination or Hibernation.
      • The termination or hibernation of this Agreement, for any reason, shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation, that:
        • has already accrued hereunder;
        • comes into effect due to the expiration or termination of the Agreement; or
        • otherwise survives the expiration or termination of this Agreement.
      • Following the termination of this Agreement, Vendor shall pay to Company any outstanding fees and expenses due and owing under this Agreement.
      • Each Party shall within 15 days, following the expiration or termination of this Agreement:
        • return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;
        • permanently erase all of the other Party’s Confidential Information from its computer systems;
        • return any of the other Party’s tangible property in its possession or control; and
        • upon the other Party’s request, certify in writing to the other Party that it has complied with the requirements of this Section.
      • Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination; and (b) Sections 7 and 11 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of twelve (12) months after such expiration or termination. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.
  2. Precedence of Documents. If there is any inconsistency between the terms of this Agreement and the Terms of Use and Privacy Policies contained in the Platform, then the terms in this Agreement shall control.
  3. Assignment and Delegation. Neither Party may assign any of its hereunder without the prior written consent of the other Party.
  4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey.
  5. Notices. All notices and other communications under this Agreement must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this section). All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section.
  6. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  7. Waiver. No waiver by any Party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party operates as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  8. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Vendor to make payments to Company), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
  9. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement concerning the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, concerning such subject



  • Venue only – only event space is provided.
    • Venue is responsible for providing a clean and working event space.
    • Event space must be as advertised including style, decor & building equipment.
    • Couples are responsible for all other rentals and third party vendors such as tables, chairs, linens, catering, photography, entertainment, etc.
  • À-la-Carte Venue – event space provided and some rentals included like chairs, tables, linens etc.
    • Venue is responsible for providing a clean and working event space.
    • Event space must be as advertised including style, decor & building equipment.
    • Venue to provide tables, chairs, linens etc. as promoted and in the condition to fit the needs of the couple.
    • Couples are responsible for all other third party vendors such as catering, photography, entertainment, etc.
    • Venue to provide support to set up rental equipment.
  • All-Inclusive Venue – event space provided.
    • Venue will provide all the necessary rentals and services for a complete wedding.
    • Venue to provide proper services as advertised including the staffing for the services provided, e. catering, entertainment, decor, photography etc.
    • Venue will coordinate with the vendors included in their packages to ensure satisfactory setup & implementation.


Unless otherwise stated herein, Vendor will:

  • coordinate with kitchen and service staff as needed to maintain the highest possible level of food quality & presentation to optimize guests dining experience.
  • assist in preparing details of menu selection and table setting.
  • prepare cost analysis of buffet vs sit-down meal options and associated costs, including service equipment and table settings.
  • coordinate service of courses, clears dishware, and ensure that guests dining needs are addressed.
  • maintain stocked serving stations throughout the event.
  • maintain guest tables and serving stations according to client specifications and procedures.


Unless otherwise stated herein, Vendor will:

  • provide set up and break down of sound equipment, including microphones and speakers.
  • provide music during the cocktail hour and/or reception.
  • advise the couple on the music and entertainment selection.
  • facilitate transitions during the event for different phases.


Unless otherwise stated herein, Vendor will:

  • support the couple on room style and design.
  • provided high quality pieces and décor.
  • write, follow, and instruct staff on design recipes.
  • budget for and source flowers, including specialty items, based on the couple’s requests.


Unless otherwise stated herein, Vendor will:

  • capture photos of the couple getting ready for the event, including details such as hair, makeup, and accessories, as requested by the couple.
  • capture photos of the couple at the wedding ceremony and reception.
  • capture candid photos of guests during the reception or other events leading up to the wedding.
  • create a shot list for the couple of which photos need to be taken at each event or location during the wedding day.
  • provide customary quality pictures or videos to the couple.


Unless otherwise stated herein, Vendor will:

  • provide shuttle service to and from one destination to another like airport to hotel or from the hotel to the wedding venue.
  • coordinate with the couple on their mode of transportation of choice like, limo, luxury car or bus.
  • provide post ceremony service for the newlyweds and guests.


RoostrPoint System


Market– shall refer to the geographical designated market area of the vendor’s service area.

Category– shall refer to the vendor specified service or venue type. Ex. Barn venue vs beachfront venue, portrait photographer vs. digital photographer

RPV– shall have the meaning as set forth in Section 1.1

SECTION 1.1. RoostrPoint Value (RPV) is a point system structure to establish each vendor’s ranking in their market and category search results.  In order to earn RPV, the vendor may engage in the following:

(i) Purchase RPV tokens through the vendor marketplace labeled RoostrPoints. These RPV tokens will enable the vendor to temporarily increase their ranking for the Platform; however, the RPV tokens shall have an expiration time frame, or

(ii) Organically earn RPV points by staying active on the Platform and encouraging customer engagement as follows: (w) signing up and completing their vendor profile (100 RPV earned); (x) completing a booking/transaction (10 RPV earned); (y) receiving a positive customer review, (z) referring another vendor (which referral will earn you 50 RPV if the referral creates an account and completes their profile. The 50 RPV is given to both the vendor and the referral.) and any such other criteria as established by the Company.

Referrals are tracked via a unique link that vendors can send other vendors.

Vendors are incentivized to engage with the Platform to earn points and move up in the ranking system to increase their exposure. The RPV will be visible to both vendors and users. The top venues with the highest organic RPV will be featured in our Featured Section on the AisleGo homepage.

SECTION 1.2. Along with the RPV token, vendors can purchase “Placement Tokens” that can secure the vendor’s position in the Platform’s search results page.  There are various ranking factors that influence whether a vendor appears higher on the search results page based on the organic RPV, or the active Placement Tokens a vendor holds.

These will only be available for a limited amount of time (timeframe tbd by SuperAdmin). These Placement Tokens will secure the vendor’s position regardless of how much RPV they have.

SECTION 1.3. Vendors will be able to buy a Placement Token to put them at the top of their Market or their category.  The options when purchasing “Placement Tokens” are as follows:

  1. Market Placement Token: Determines the top ranked placement in that vendors market only; regardless of the vendors category. Market placement token only takes effect when there is a “market only” search on the platform
  2. Category Placement Token : Determines the top ranked placement in that vendors category only; regardless of the vendors market. Category placement token only takes effect when there is a “category only” search on the platform.
  3. Market Category Placement Token: Determines the top ranked placement in that vendor’s market category. This token is specific to the market category pair and only takes effect when the market and category is specified in a search.

SECTION 1.4. A Placement Token can be purchased in the RoostrPoint marketplace.  Only one vendor can purchase a Placement Token for their market or category, no other vendor in that market or category can purchase one until that Placement Token has expired.