Vendor Agreement

You are an independent business, not Cetta's employee, agent, partner, franchisee or joint venturer. You alone decide how, when and with whom you provide your services, set your own prices, and supply your own equipment, vehicles, supplies and staff. Anyone who works for you, including employees, subcontractors and helpers, is yours: you are solely responsible for hiring, training, supervising and paying them, and for their wages, benefits, taxes, workers' compensation and conduct. You have no authority to make promises or sign anything for Cetta, and you won't present yourself as Cetta.

Cetta provides software: a marketplace where hosts find and book you, your own booking page and website, and tools to run your business. When a host books you, the contract for the service is between you and the host. Cetta is not a party to it and does not provide, perform, supervise, direct or control your services.

Cetta does not inspect, test, certify or maintain your equipment, food, vehicles or premises, and does not train your staff. Anything we check, such as an insurance certificate, a license or a background check, we check for our own purposes. It is not a guarantee to you or anyone else and doesn't move any of your responsibilities to Cetta.

On sales through the Cetta marketplace, Cetta collects payment from the host as your limited payment collection agent: once the host has paid Cetta, the host has paid you. On sales through your own booking page, website or order link, you are the seller and merchant of record, and Cetta provides only the software and payment tools.

You'll hold and keep current every license, permit, registration and inspection your services need wherever you provide them. That includes, for example: business licenses; health department permits and food handler certifications; liquor licenses and server permits; amusement ride or inflatable device registrations and inspections where your state or city requires them; fire, tent and electrical permits; and vehicle registrations and driver's licenses. You'll follow all laws that apply to your business, including food safety, alcohol, tax, employment, accessibility, consumer protection and privacy laws.

You'll provide your services safely and in a professional manner, in line with your industry's standards and the manufacturer's instructions for anything you use. You'll keep your equipment in safe working order, make sure your staff are trained and fit to work, and stop or refuse any service that isn't safe to continue. That includes bad weather, an unsafe site, or guests not following the rules.

Inflatables, rides, games and other amusement equipment

• Set up, anchor and operate every unit exactly as its manufacturer requires and to ASTM F2374 (or its current equivalent), using every stake, weight and tie-down point the manufacturer calls for.
• Inspect each unit, blower and electrical connection before every event, and never set up a damaged unit.
• Never set up or allow use in winds above the manufacturer's limit, or in lightning or other unsafe weather, and tell the host to clear the unit right away if conditions change.
• Before use, give the host your written safety rules, covering supervision, rider limits by age and size, no shoes, sharp objects or roughhousing, and when to clear the unit. Post them on or beside the unit.
• Provide a trained attendant whenever your listing, the law or your insurer requires one. If you leave a unit unattended, the host's adult supervision is a condition of the rental, and you'll have the host sign your rental agreement first.

Food and alcohol

• Prepare, hold, transport and serve food safely and at proper temperatures, and describe ingredients and allergens accurately.
• Serve alcohol only under the licenses the law requires, check ID, and refuse service to anyone underage or visibly intoxicated.

Vehicles

• Anyone driving for your business holds a valid license, drives an insured, roadworthy vehicle and parks lawfully at the event.

While you're listed on Cetta, and for every booking you provide, you'll carry at your own cost the insurance shown for your trades in your back office. At a minimum that means commercial general liability of $1,000,000 per occurrence and $2,000,000 aggregate, including products and completed operations. Depending on your trades it also means: liquor liability if you serve alcohol; commercial auto if you transport people, food, supplies or equipment to events; and workers' compensation wherever the law requires it. Your policies must not exclude the services you list. For example, an inflatable rental company's liability policy may not exclude inflatables or amusement devices.

Your general liability policy (and your liquor liability and auto policies, where your insurer allows) must name Cetta LLC, its members, managers, officers and employees as additional insureds for claims arising out of your services, on a primary and non-contributory basis, with a waiver of subrogation in Cetta's favor where available. Your insurance is primary to any insurance Cetta carries, and Cetta's insurance won't contribute.

You'll upload a current certificate of insurance before you're listed and whenever a policy renews or changes. You'll also tell us right away if any required coverage is cancelled, lapses or is reduced. Cetta may pause your listings and bookings while coverage is missing or expired. The limits you carry don't limit what you owe under this Agreement.

You may require hosts to sign your own rental agreement, safety rules or release, and Cetta may show or collect it as part of the booking. You're responsible for what it says and whether it can be enforced. It can't conflict with this Agreement or the Terms of Service. Wherever the law allows, any release, waiver or indemnity you collect from a host or guest must also cover Cetta LLC and its members, managers, officers and employees, alongside you.

Your listings, photos, prices, capacities, age and size limits, menus and policies must be accurate, current and not misleading, and you'll keep them that way. You must have the rights to everything you upload. You grant Cetta a non-exclusive, worldwide, royalty-free license to host, display, adapt and share your content, business name and logo to run the services and to promote you and Cetta, for as long as you're listed and for a reasonable time after for materials already made.

You'll honor every booking you accept at the price, time and scope you agreed. If you can't, you'll tell the host and Cetta as soon as you know. If you cancel, don't show up, or don't provide what was booked, Cetta may refund the host. Cetta may also recover that refund, and any reasonable cost of finding a replacement, from your payouts.

You'll pay the plan and fees shown in your back office at the time of the sale or renewal. Marketplace payouts are released after the event, on the schedule shown in your back office, through our payment processor (Stripe). Your use of the processor is also subject to its terms.

Cetta may hold, offset or deduct from your payouts any amount you owe Cetta or must return to a customer. That covers refunds, chargebacks, cancellations and no-shows, fees, and anything you owe under the Indemnity below. Cetta may also keep a reasonable reserve while a claim, complaint or dispute about your services is being looked into. You're responsible for all taxes on your sales and income, including collecting and paying sales tax where it applies.

If your Stripe balance with Cetta goes negative, or you owe Cetta for a refund, a chargeback or a lost dispute, you authorize Cetta and its payment processor (Stripe) to recover the amount from your Stripe balance or by debiting the bank account you added for payouts.

You'll tell Cetta within 24 hours, at hello@trycetta.com, of any injury, property damage, food illness, alcohol incident, police or regulator involvement, or claim or threat of a claim connected with a booking made through Cetta. You'll also notify your own insurer promptly, keep relevant records, photos and equipment, and cooperate with Cetta and its insurers in any investigation or defense.

You will defend, indemnify and hold harmless Cetta LLC and its members, managers, officers, employees and agents (the "Cetta Parties") from and against all claims, demands, lawsuits, losses, damages, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or related to:

• your services, equipment, food, beverages, alcohol, vehicles, products or premises, or any booking you provide;
• any bodily injury, illness, death or property damage connected with your services;
• the acts or omissions of you, your employees, subcontractors or anyone working for you;
• your breach of this Agreement or violation of any law or anyone's rights;
• your content, or any claim that it infringes someone else's rights;
• any claim by your workers, including claims about wages, benefits, taxes or worker classification; and
• any dispute between you and a host, guest or other customer.

This indemnity applies even if the claim alleges that a Cetta Party was negligent, including negligence in listing you, checking your insurance or other details, or processing a booking. The only exception is the share of a loss a court finally decides was caused by that Cetta Party's own gross negligence or willful misconduct.

Cetta may choose its own counsel or take over the defense of any claim, and you'll cooperate and pay the reasonable costs. You won't settle any claim in a way that admits fault for, or imposes any obligation on, a Cetta Party without Cetta's written consent.

To the fullest extent the law allows, you release the Cetta Parties from all claims and losses arising out of your dealings with hosts, guests and other customers. That includes loss of or damage to your equipment at an event, a customer's conduct or nonpayment beyond what Cetta collected for you, and any event you provide services for. This release includes claims alleging the Cetta Parties' negligence.

Cetta's services are provided "as is" and "as available." Cetta doesn't promise any number of bookings, any income, or that the services will be uninterrupted or error-free. To the fullest extent the law allows, the Cetta Parties won't be liable to you for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill. Cetta's total liability to you for all claims about this Agreement or the services is limited to the plan and platform fees you paid Cetta in the six months before the claim arose.

For twelve months after a host first books you through the Cetta marketplace, you won't ask or encourage that host to book you outside Cetta to avoid Cetta's fees. Customers who find you through your own booking page, website, order link or your own marketing are yours, and this doesn't apply to them.

You'll use the names, phone numbers, addresses and other details of hosts and guests only to provide and follow up on their booking. You'll protect them, never sell them, and comply with privacy, email and text-message laws, which means no marketing texts or calls without the consent the law requires.

Cetta may verify your identity, licenses and insurance, and where you consent, run background checks. Cetta may decline to list you, or may pause or remove your listings, bookings or account, if it reasonably believes there is a safety risk, a lapse in insurance or licensing, repeated complaints, fraud, or a breach of this Agreement. You can close your account at any time once your accepted bookings are completed or cancelled under their policies. These parts survive the end of this Agreement: your insurance for services you already provided, and the parts on fees and payouts, incidents and claims, indemnity, release, Cetta's liability, customer information, disputes, and these general terms.

Any dispute between you and Cetta about this Agreement or the services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Jackson County, Missouri. Either party may instead bring an individual claim in small claims court, or ask a court for an injunction to protect intellectual property or confidential information. You and Cetta each give up the right to a jury trial and to bring or join any class, collective or representative action. This Agreement is governed by Missouri law, without regard to its conflict-of-laws rules.

Cetta may update this Agreement. For material changes, we'll give you at least 30 days' notice by email or in your back office, and may ask you to accept the new version before your next listing or payout. Continuing to list or provide services after a change takes effect means you accept it. You can't transfer this Agreement without our written consent; we may transfer it as part of a merger, sale or reorganization. If any part is found unenforceable, it will be enforced to the fullest extent allowed and the rest stays in effect. Our not enforcing a right isn't a waiver of it. This Agreement, the Terms of Service and the policies they link to are the entire agreement between you and Cetta about your use of Cetta as a vendor.

Questions? Email hello@trycetta.com. Cetta LLC, Kansas City, MO, USA.