Get Litty, LLC and Venue Terms and Conditions

Billing Agreement

This document outlines the billing agreement between Get Litty platform (getlitty.com)(hereinafter referred to as "Litty" or "the platform") and the Venue (referred to as "you" or "the Venue") for bookings made through the Litty platform. By using the Litty platform you acknowledge and agree that you have read, understood and agreed to these terms set out below and confirm your agreement to enter into and comply with a legally binding contract with Litty on these terms. If you do not agree to any part of these terms, you have no right to use the platform.

1. Commission Structure

1.1. In consideration for the use of the Litty platform to advertise your venue and for all bookings where payment is made through the platform or payment due to you from clients as a result of a booking through the platform, Litty shall receive a non-refundable commission of 15% .

1.2. Litty does not charge the Venue a subscription or listing fee.

1.3. Our right to a commission arises at the point when a booking is made.

2. Operating Models

All rights and obligations in respect of payment of any commission are binding on both the Venue and Litty as well as any assignees and successors. Litty offers two operating models for billing:

2.1. Deposit Model

2.1.1. Litty will collect a 10-20% deposit from the client at the time of booking.

2.1.2. The deposit will be refunded to the client on the day of the event.

2.1.3. The Venue shall report the total amount spent by the client to Litty within 72 hours of the event's conclusion. Litty requires a valid copy of a receipt, bill or invoice or payment.

2.1.4. Litty will invoice the Venue for 15% of the total amount spent by the client.

2.1.5. The Venue will make payment in full within 15 days after an invoice is received.

2.1.6. Instructions for making payment of commission will be specified in the invoice for a given booking.

2.1.7. A failure to pay an invoice within 10 days of the due date may result in your venue page being suspended and your credit history being affected.

2.1.8. In the event we reasonably incur any cost (debt collection costs, legal advice, legal proceeding) to enforce our rights as a result of your breach of this agreement, including but not limited to recovery of any sums due, you will reimburse us such reasonable expense, agency cost or legal cost incurred on an indemnity bases.

2.1.9. In the event of a late payment, Litty may charge interest of 5% on the late payment. A new invoice will be issued for all additional charges.

2.2. Full Payment Model

2.2.1. Litty will charge the client the entire rate at the time of booking.

2.2.2. Litty will remit 85% of the collected amount to the Venue within 5 business days of the event's conclusion.

2.2.3. The Venue will make payment in full within 15 days after an invoice is received.

2.2.4. Instructions for making payment of commission will be specified in the invoice for a given booking.

2.2.5. A failure to pay an invoice within 10 days of the due date may result in your venue page being suspended and your credit history being affected.

2.2.6. In the event we reasonably incur any cost (debt collection costs, legal advice, legal proceeding) to enforce our rights as a result of your breach of this agreement, including but not limited to recovery of any sums due, you will reimburse us such reasonable expense, agency cost or legal cost incurred on an indemnity bases.

2.2.7. In the event of a late payment, Litty may charge interest of 5% on the late payment. A new invoice will be issued for all additional charges.

3. Pricing Structure

3.1. The rate for venue bookings may be based on a minimum spend amount, a hire rate, or a combination of both, as agreed upon by the Venue and Litty.

3.2. If the client makes purchases beyond the minimum spend amount, Litty will not receive a commission on these additional purchases.

3.3. Exception: If there is evidence of foul play or unreasonable practices by the Venue to circumvent the commission structure, Litty reserves the right to investigate and claim the appropriate commission.

4. Taxes

4.1. All rates and commissions mentioned in this contract are exclusive of applicable taxes.

4.2. In the Full Payment Model, Litty will calculate and collect appropriate taxes from the client based on local tax regulations.

4.3. Litty will remit the collected taxes to the Venue along with the 85% of the booking amount within 5 business days of the event's conclusion.

4.4. The Venue is responsible for remitting all taxes collected to the appropriate tax authorities.

4.5. In the Deposit Model, the Venue remains responsible for calculating, collecting, and remitting all applicable taxes.

4.6. Litty will provide a detailed breakdown of taxes collected and remitted with each payment to the Venue in the Full Payment Model.

6. Reporting and Payments

6.1. The Venue agrees to provide accurate and timely reports of client spending for all bookings made through the Litty platform.

6.2. Litty will provide statements detailing all bookings, commissions, and payments for the Venue by request.

7. Term and Termination

7.1. This contract shall remain in effect for one year from the date of signing and will automatically renew unless either party provides written notice of termination at least 30 days prior to the renewal date.

7.2. Either party may terminate this contract with 60 days' written notice.

8. Modifications

8.1. Any modifications to this contract must be made in writing and agreed upon by both parties.

9. Dispute Resolution

9.1. In the event of any dispute arising out of or relating to this contract, the parties agree to attempt to resolve the dispute through good-faith negotiations for a period of 30 days from the date of written notice of the dispute.

9.2. If the dispute is not resolved through negotiations, the parties agree to submit the dispute to mediation in accordance with New York State Unified Court System.

9.3. If mediation is unsuccessful, any unresolved dispute arising out of or relating to this contract shall be settled by arbitration in accordance with New York State Unified Court System. The place of arbitration shall be New York, NY, USA. The arbitration shall be conducted in English by a single arbitrator.

9.4. The decision of the arbitrator shall be final and binding on both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

9.5. Litty is not responsible for mediation or the enforcement of any obligations arising from an agreement between the Venue and the client.

10. Insurance Requirements

10.1. The Venue shall maintain, at its own expense, comprehensive general liability insurance, including but not limited to premises liability, personal injury liability, and liquor liability (if applicable) in accordance with local laws and requirements..

10.2. Litty shall not be liable for any damages, injuries, or losses occurring on the Venue's premises or as a result of the Venue's operations, employees, or contractors.

10.3. The Venue agrees to indemnify and hold Litty harmless from any claims, damages, or liabilities arising from the use of the Venue's premises or services.

11. Cancellation Policy

11.1. Each Venue shall define and maintain its own cancellation policy for bookings made through the Litty platform.

11.2. The Venue's cancellation policy must be clearly communicated to Litty and displayed prominently on the Venue's listing on the Litty platform.

11.3. In the event of a cancellation, the terms of the Venue's cancellation policy will apply, including any refunds or fees.

11.4. In the event the Venue changes in cancelation policy, it shall not have a retrospective effect on any of its past bookings. Each booking will be canceled according to the booking cancelation policy selected by the Venue at the time that booking was made.

11.4. Litty's commission shall be calculated based on the final amount charged to the client after any refunds or cancellation fees have been applied, in accordance with the Venue's cancellation policy.

11.5. The Venue is responsible for processing any refunds due to clients in accordance with their cancellation policy.

12. Force Majeure

12.1. Neither party shall be liable for any failure or delay in performing their obligations under this contract if such failure or delay is caused by circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, strikes, lockouts, government actions, epidemics, pandemics, or other similar events ("Force Majeure Event").

12.2. The party affected by a Force Majeure Event shall promptly notify the other party in writing, explaining the nature and expected duration of the Force Majeure Event.

12.3. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably possible.

12.4. If a Force Majeure Event continues for more than 90 days, either party may terminate this contract by providing written notice to the other party.

13. Indemnification

13.1. The Venue agrees to indemnify, defend, and hold harmless Litty, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

a) The Venue's breach of any representation, warranty, or obligation under this contract;

b) Any injury, loss, or damage occurring on the Venue's premises or as a result of the Venue's services;

c) Any violation of law or regulation by the Venue;

d) Any acts or omissions of the Venue's employees, contractors, or agents.

13.2. Litty agrees to indemnify, defend, and hold harmless the Venue, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

a) Litty's breach of any representation, warranty, or obligation under this contract;

b) Any violation of law or regulation by Litty;

13.3. The indemnified party shall promptly notify the indemnifying party in writing of any claim or action that may be subject to indemnification and shall cooperate fully in the defense of such claim or action.

13.4. The indemnifying party shall have the right to control the defense and settlement of any claim or action subject to indemnification, provided that any settlement that imposes any liability or obligation on the indemnified party shall require the indemnified party's prior written consent.

By using our Platform you acknowledge and agree that you (the Venue) have read, understood and agreed to the Terms set out below and confirm your agreement to enter into and comply with a legally binding contract with Litty on these Terms.