Vendor Exchange Terms

These Vendor Exchange Terms (the "Exchange Terms") apply when you use the Vendor Exchange on United Vows. They are part of, and add to, the United Vows Terms of Service (the "Terms"). Words defined in the Terms have the same meaning here. If these Exchange Terms and the Terms conflict about an Exchange transaction, these Exchange Terms control for that transaction; in every other respect the Terms control, including the binding arbitration agreement and class action waiver in Section 14 of the Terms, which apply to any dispute between you and United Vows about the Vendor Exchange.

Please read these Exchange Terms carefully. You accept them, and the version you accepted is recorded, before you first use a lane of the Vendor Exchange. If you do not agree, do not use the Vendor Exchange.

1. What the Vendor Exchange is

The Vendor Exchange is the part of the Platform where wedding vendors help each other. It has six lanes:

• Rent: a vendor rents gear, decor or other inventory from another vendor for set dates.
• Crew: a vendor books an individual independent worker for a shift at an agreed rate.
• Hand off: a vendor who cannot take an enquiry passes it, with the couple's consent, to another vendor.
• Subcontract: a lead vendor keeps the couple and the contract and engages another vendor to deliver part of the job.
• Services: a vendor orders a remote task from another vendor or specialist (for example photo or video editing, audio mixing, design or calligraphy) with a deadline and a price.
• Sell: a vendor sells items outright to another vendor.

A lane may not be available to you, or anywhere, at a given time. We add lanes gradually, and a lane that is not yet available has no effect on you.

Definitions. An "Exchange transaction" is any rental, shift booking, handoff, subcontract, service order or sale made through the Vendor Exchange. The "payer" is the party who pays for an Exchange transaction and the "payee" is the party who is paid. A "worker" is an individual who uses the Platform to accept Crew shifts under the Crew Worker Terms. A "client" is a couple or other customer of a vendor.

2. United Vows's role

United Vows operates the Vendor Exchange as a marketplace. United Vows is not a party to any agreement between vendors, or between a vendor and a worker, that is made through the Vendor Exchange, except in one limited role: United Vows facilitates payment. For each Exchange transaction, the payer's payment is charged through United Vows's Stripe account, United Vows keeps its service fee, the card processing fee Stripe charged is deducted as described in Section 4, and the rest is transferred to the payee's connected Stripe account.

United Vows is not an employer, joint employer, staffing agency, employment agency, agent, partner, joint venturer, insurer or guarantor of any vendor or worker. United Vows does not supervise, direct or control how any vendor or worker performs work, does not inspect or guarantee any item, deliverable or service, and does not guarantee that any Exchange transaction will be completed. Section 13 of the Terms (Disclaimers and limitation of liability), including the marketplace role described in Section 13.3, applies to the Vendor Exchange.

3. Who can use it, and your profile

To use the Vendor Exchange you need a vendor account in good standing and, to be paid, a connected Stripe account with Stripe's identity verification complete. Your standing, reviews, verification, insurance details and licences are part of one vendor profile that follows you into every lane.

You agree that everything you post or submit on the Vendor Exchange is accurate and kept current, including listings, item descriptions, portfolio samples, licences, insurance certificates and availability. We may ask for proof of anything you state, and we may limit or remove your access to a lane if you cannot provide it. When we check a document we check only that it appears to match what you told us; we do not verify that it is valid, and other users must not treat our check as a guarantee.

4. Fees and payments

Fees are shown before you pay. The service fee for an Exchange transaction, who pays it, and the card processing fee rule below are shown before the payer pays and before the payee accepts. The fee that applies is the fee in effect when the transaction is charged, and it does not change for that transaction afterwards.

Current service fees by lane:

• Rent: as set out in the vendor-to-vendor rentals paragraph of Section 9 of the Terms, which governs rentals.
• Crew: 10% of the worker's rate, paid by the hiring vendor on top of the rate. It does not reduce the worker's rate.
• Hand off: 10% of the referral fee, paid by the referring vendor out of the referral fee it receives.
• Subcontract: 5% of the subcontract amount, paid by the subcontractor out of the amount it receives.
• Services: 10% of the order price, paid by the provider out of the amount it receives.
• Sell: 5% of the sale price, paid by the seller out of the amount it receives.

The service fee is non-refundable. United Vows keeps its service fee in all cases, including when an Exchange transaction is cancelled, refunded, or resolved through a dispute. It covers United Vows's cost of providing the service.

The payee covers card processing. Stripe charges a card processing fee on every payment. On an Exchange transaction that fee is deducted from the payee's share, at the amount Stripe actually charged on that payment, not an estimate. Stripe does not return card processing fees on a refund. United Vows never pays a card processing fee on an Exchange transaction.

Payouts. The payee's share is transferred to the payee's connected Stripe account at the time shown for that lane when the transaction is agreed. If a transfer cannot be made (for example because the payee's Stripe account is restricted), it is retried; United Vows holds the amount only until the transfer can complete or the payment is refunded.

Taxes. Each party is responsible for its own taxes, including income tax and any sales or use tax on items it sells or rents, except where a law places a collection duty on United Vows. Tax reporting to payees is done through Stripe where the law requires it.

5. Cancellations and refunds (fault-based)

The party at fault for a cancellation bears the fees. Rentals follow the cancellation rules in Section 9 of the Terms. For every other lane, unless the lane-specific rules below say otherwise:

• If the payer cancels, the payer is refunded what it paid less the service fee and the card processing fee, and the transfer to the payee is reversed. For Crew, where the hiring vendor paid the service fee on top of the rate, this means the hiring vendor is refunded the amount it paid less the service fee and the card processing fee.
• If the payee cancels, or fails to deliver what was agreed, the payer is refunded everything it paid, the transfer to the payee is reversed, and the payee owes United Vows the service fee and the card processing fee on that transaction.
• Recovery of amounts owed. United Vows recovers an amount a payee owes under these Exchange Terms only by deducting it from that payee's later Vendor Exchange and vendor-to-vendor marketplace payouts. It is never charged to your card. You can see any amount outstanding in your account. A deduction never takes a payout below zero; any balance carries forward to later payouts.
• Honest refund status. A refund is complete only when Stripe confirms it. Until then it is shown as pending, not as refunded.

Cancelling repeatedly, or failing to deliver, can also affect your standing under Section 12.

6. Disputes between Exchange users

A dispute between vendors, or between a vendor and a worker, about an Exchange transaction goes through the Platform's vendor dispute process, which you can open from your dashboard. The other party has 72 hours to respond (accept, make a counter-offer, or dispute). The Platform then proposes an outcome under published rules, and either party may escalate within 72 hours to a person at United Vows, who decides the outcome on the Platform.

That outcome decides only (a) what happens to the money for that transaction that moves through the Platform and (b) the effect on each party's standing. If a dispute is resolved in the payer's favour, it is treated as a cancellation by the payee under Section 5. If a dispute is settled for part of the price, the payee funds that settlement: it comes out of the payee's payout for that transaction, and any part that payout cannot cover is recovered as described in Section 5. The service fee is not refunded. A dispute outcome is not a finding of fact or liability in any court or arbitration between the parties, and each party keeps any rights it has against the other under the law. Section 14 of the Terms governs disputes between you and United Vows only.

7. Hand off

Couple consent comes first. A referring vendor may pass an enquiry to another vendor only through the Platform. Before the couple consents, a receiving vendor may see only a summary that does not identify the couple (for example the date, the general area, the service and a budget range). No personal data of the couple (including name, contact details, venue or messages) is shared with the receiving vendor unless and until the couple consents in the Platform. The couple is told, when asked to consent, who the receiving vendor is and that the referring vendor may receive a referral fee. A couple may decline, and declining costs the couple nothing.

The referral fee. The referring vendor sets the referral fee (a fixed amount or a percentage of the booking) before the handoff is offered, and the receiving vendor sees it before accepting. The referral fee is payable only if the couple books the receiving vendor for the referred services through the Platform. No booking, no fee. When the booking is confirmed, the receiving vendor pays the referral fee through the Platform; United Vows keeps its service fee (10% of the referral fee) and the referring vendor covers the card processing fee, both out of the referral fee. The referral fee is earned when the booking is confirmed and is not refunded if the couple later cancels that booking, unless the referral terms the referring vendor set say otherwise.

The couple never pays more. A receiving vendor must not raise its price, add a charge, or otherwise pass the referral fee on to the couple because of a handoff.

Honest handoffs. A referring vendor may hand off only an enquiry it received legitimately and genuinely cannot or will not take. It may not sell or pass on a couple's details any other way, and for 12 months after handing a couple off it may not solicit that couple for the referred services (Section 13 sets out the limits of that rule).

8. Subcontract

The lead vendor stays responsible. In a subcontract, the lead vendor keeps the couple and the contract with the couple. The lead vendor remains fully responsible to the couple for everything in that contract, including the part the subcontractor delivers. The subcontractor has no contract with the couple through the Platform and must not bill the couple.

The couple knows who shows up. The subcontractor's business name, and the part of the job it will deliver, are shown to the couple on the Platform before the event. A lead vendor must not send a subcontractor who has not been disclosed to the couple this way. If the lead vendor's contract with the couple limits subcontracting or requires the couple's approval, the lead vendor must follow that contract.

Payment split. The lead vendor and the subcontractor agree the subcontract amount, scope and schedule on the Platform. The subcontract amount is paid from the lead vendor to the subcontractor through the Platform, split automatically as shown when the subcontract is agreed. United Vows keeps its service fee (5% of the subcontract amount) and the subcontractor covers the card processing fee, both out of the subcontractor's share. The couple's price does not change because of a subcontract.

Insurance for on-site work. A subcontractor who works on site at an event must hold general liability insurance suitable for that work, plus any insurance the venue or the lead vendor's contract with the couple requires, and must give the lead vendor a certificate of insurance (COI) before the event on request. The lead vendor may also require the subcontractor to add the lead vendor or the venue as an additional insured.

9. Services

The order. The ordering vendor describes the task, the deliverables, the deadline and the price, and the provider accepts. Any revision rounds are part of the order only if they are stated in it.

Delivery and refund. The provider delivers through the Platform by the deadline. If the provider does not deliver by the deadline, or delivers something that does not match the order, the ordering vendor is refunded in full, and this is treated as a cancellation by the provider under Section 5. An ordering vendor who believes a delivery does not match the order must raise it through the dispute process in Section 6 within 3 days after delivery; otherwise the delivery is treated as accepted.

Licence of the deliverable. When the order is paid in full, the provider grants the ordering vendor a worldwide, irrevocable, royalty-free licence, for the full term of copyright, to use, copy, modify, publish and distribute the deliverable, and to let the ordering vendor's client do the same, for any purpose connected with the ordering vendor's business and client. The provider keeps ownership of its own tools, presets, templates and methods, and the licence covers them only as they are built into the deliverable. The provider may not use the deliverable or any client material in its own portfolio or marketing without the ordering vendor's written permission.

Confidentiality of client files. Files the ordering vendor provides (such as photos, video, audio or documents of a client's wedding) belong to the ordering vendor or its client. The provider may use them only to complete the order; must keep them confidential and reasonably secure; must not share them with anyone except as needed to complete the order; must not use them to train or improve any machine-learning or AI model; and must delete them within 30 days after the order is complete, unless the ordering vendor asks in writing for them to be kept longer or the law requires otherwise. The ordering vendor confirms that it has the right, and any consent it needs from its client, to share the files with a provider for the order.

10. Sell

As described. A seller must describe each item accurately, including its condition and any defect, with photos that show the actual item. Items may not be counterfeit, stolen, recalled, unsafe, or unlawful to sell.

Returns only if not as described. A buyer may return an item only if it is not as described. The buyer must raise this through the dispute process in Section 6 within 3 days after receiving the item. If the item is not as described, the buyer returns it at the seller's cost, is refunded in full, and this is treated as a cancellation by the seller under Section 5. Except for matching its description, an item is sold as is.

Title and risk. Title to an item passes to the buyer when the buyer's payment is complete. Risk of loss passes to the buyer when the item is delivered to, or collected by, the buyer.

11. Crew

Workers are independent contractors. A worker is an independent contractor in business for themselves. Workers choose which shifts to accept and may accept, decline or propose a different rate for any shift. Declining a shift never affects a worker's standing. A worker is free to work for any other vendor or business, on or off the Platform. Neither United Vows nor these Exchange Terms make a worker an employee of United Vows.

No control by United Vows. United Vows does not set shifts, assign work, supervise, train, schedule or direct how any worker performs a shift. A hiring vendor describes the result it needs and the event details (role, date, times, location, and any venue safety rules); the worker decides how to do the work.

The hiring vendor's responsibilities. A hiring vendor is responsible for its own compliance with employment, labour, tax and safety law in its use of a worker, including whether a worker is correctly treated as an independent contractor for that role in its state. At the event, the hiring vendor must give the worker safe access to the site, tell the worker about any hazards and venue rules, not ask the worker to do anything unlawful or unsafe, and treat the worker with respect. The hiring vendor pays only through the Platform and may extend a shift only by agreeing the extra time and rate with the worker on the Platform.

Licences. Some roles need a licence, permit or certificate, for example a security guard licence for security roles, an alcohol server or bartender permit for bar roles, a food handler card for some food roles, a valid driver's licence for driving roles, and an FAA Part 107 certificate for drone roles. A hiring vendor must not book, and a worker must not accept, a shift in such a role unless the worker holds what the role requires where the event takes place. The hiring vendor remains responsible for checking that the worker's licence is right for its event.

No-shows and cancellations. If a worker cancels an accepted shift or does not show up, it is a cancellation by the payee under Section 5: the hiring vendor is refunded everything it paid, including the service fee. If the hiring vendor cancels, it is a cancellation by the payer under Section 5. A worker who repeatedly cancels late or does not show up may receive strikes under Section 12.

12. Standing, reviews and strikes

After an Exchange transaction, both sides can review each other, and reviews must be honest (Section 10 of the Terms and our Acceptable Use Policy apply). A vendor dispute decided against you, fraud, a no-show, misconduct, or a report you knowingly made falsely can result in a strike. Strikes expire 90 days after they become final. Currently, 3 active strikes suspend you from the Vendor Exchange for 14 days, 5 active strikes suspend you for 90 days, and 10 strikes within 180 days remove you from the Vendor Exchange. A suspension or removal can also limit how your profile appears to couples while it applies; your standing page shows your strikes and any restriction in force. Section 12 of the Terms (Account suspension and termination) also applies.

13. Non-solicitation (12 months)

Clients. If an Exchange transaction gives you access to another vendor's client (for example as a subcontractor, a service provider, a worker, or a seller delivering to that client's event), then for 12 months after the transaction's event or delivery date you must not solicit that client for services of the kind the other vendor provides to them, or encourage that client to move work away from that vendor.

The Platform. For 12 months after you are introduced to another vendor, or to a couple, through the Vendor Exchange, you must not arrange with them off the Platform the same kind of transaction, for the purpose of avoiding a fee owed under these Exchange Terms (including a referral fee under Section 7). This paragraph does not apply to Crew: a vendor may hire a worker directly, and a worker may work for any vendor directly.

Limits. This Section 13 is not a non-compete. It does not stop you from (a) serving a client who contacts you on their own without solicitation by you, (b) advertising generally in a way not aimed at that client, or (c) anyone, including a worker, working for or being hired by anyone. It applies only to the extent the law that governs it allows; where a restriction like this is not enforceable (for example under California Business and Professions Code Section 16600), it applies only as far as that law permits. A breach can result in strikes or suspension under Section 12, and the vendor affected keeps any rights it has under the law.

14. Personal data and confidentiality

Each vendor that receives personal data of a couple, a guest or a worker through the Vendor Exchange may use it only for the Exchange transaction it was shared for and the client relationship that follows from it, must keep it reasonably secure, and must comply with privacy law that applies to it. You must not use the Vendor Exchange to collect contact details for marketing lists. How United Vows handles personal data is described in our Privacy Policy.

15. Your responsibility to United Vows

To the extent permitted by law, you will defend and indemnify United Vows against third-party claims, and related losses and reasonable costs, arising from your Exchange transactions, your work, items or deliverables, your breach of these Exchange Terms, or your violation of law or of another person's rights. This does not apply to the extent a claim is caused by United Vows's own breach, negligence or wilful misconduct.

16. Changes to these Exchange Terms

We may update these Exchange Terms from time to time. We will give you reasonable advance notice of any material change, by email or in the app, and publish every change on this page. For a change that adds a fee, raises a fee or otherwise reduces your rights, we will give at least 7 days' notice before it applies to you. Changes that are required by law, that address security or fraud, or that only benefit you may take effect immediately. A change never applies to an Exchange transaction already agreed, or to a dispute that arose before the change took effect. If you continue to use the Vendor Exchange after a change takes effect, the updated Exchange Terms apply; if you don't agree, you can stop using the Vendor Exchange at any time.

17. Contact

Questions about these Exchange Terms: support@unitedvows.com. Safety or trust concerns about another Exchange user: trust@unitedvows.com. These Exchange Terms are made in English; any translation is for convenience only, and the English version controls.