Cancellation Policy

Hellopurple Planner Terms of Use

These PlannerTerms of Use apply to your use of our website, https://hellopurple.com/ (together with its subdomains, the "Site", and collectively with the Content, Marks (as defined herein) and all associated services provided through the Site, the "Platform"). Please read the following Terms of Use carefully before using the Platform, so that you are aware of your legal rights and obligations with respect to hellopurple Inc. (together with our Affiliates (as defined herein), "hellopurple", "Company", "we", "our" or "us").

BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE ACCESSING THE PLATFORM AS A PLANNER, YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF (i) THESE PLANNER TERMS OF USE AND (ii) OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED HEREIN, WHICH ARE HEREBY INCORPORATED INTO, AND MADE A PART OF, THESE PLANNER TERMS OF USE BY REFERENCE.

IF YOU DO NOT AGREE WITH ANY OF THE FOREGOING, YOU MAY NOT USE OUR SERVICES (AS DEFINED BELOW).

1.General
1. 1.1. The Platform offers a tool for managers and other authorized personnel in organizations and companies ("Planners") to engage with service providers and suppliers ("Vendors"),in order for the Vendors to assist the Planners in managing and producing events for the Planners’ organizations and clients (including the Payment Services (as defined below), the “Services”). Planners and Vendors that are registered with hellopurple may also be collectively referred to in these Vendor Terms of Use as "Users".
2. 1.2. You warrant that (i) you are a legal entity that is entitled to enter into, and have understood and agree to comply with, and be legally bound by, these PlannerTerms of Use, together with our Privacy Policy(collectively, the "Terms"); or (ii) in the event you are an individual acting on behalf of a company, organization or other legal entity, you are authorized to use the Platform and to legally bind such company, organization or legal entity to the commitments found in the Terms. The Platform is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Platform.
3. 1.3. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. You agree that you will not have any claim, suit or demand against the Company or anyone on its behalf regarding the Terms.
2. Account: Site Access
1. 2.1. In order to make use of the Platform, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may do so via the Platform.
2. 2.2. For such time as the Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with the Terms and applicable law.
3. Use of the Platform
1. 3.1. We recommend that each User conduct any and all required examinations before entering into an agreement with another User in the Platform. Notwithstanding the foregoing, you acknowledge that the exclusive liability for examining the qualification, identity, correctness, reliability and accuracy of any Vendoror other User with whom you interact, and of the information that is presented by them, lies exclusively upon you. The Company will not bear any liability or responsibility for any damages which may be caused to any User as a result of any communications or agreements entered into with another User in the Platform or as a result of using itsservices.
2. 3.2. You shall not: (i) copy, distribute or modify any part of the Platform without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (as defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Platform; (v) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform; (vi) publish links to exterior Platforms and/or services unless the Company has granted its written consent to this in advance; or (vii) use the Platform for any illegal objective or in any way that is contrary to the Terms.
3. 3.3. Use of the Platform for any purpose contrary to any applicable law or the Terms shall entitle hellopurple, at our sole discretion, to disable or remove your Account and ban you from any further use of the Platform for any purpose, in which event you shall have no claim against hellopurple for any damages that may arise. The foregoing shall not derogate from any other remedies we may have at law or equity. For the avoidance of doubt, revocation of a User’s access to the Platform shall not exempt the User from any liabilities towards the Company or towards any third party resulting from the User's use of the Platform.
4. 3.4. You agree not to, and will not, use the Platform to send unauthorized commercial communications to other Users, and you shall be solely responsible and liable for any such unauthorized communications.
5. 3.5. You may use some services offered via the Platform for engagement with vendorsthat are not hellopurple's Users ("External Engagement"). hellopurple shall have no liability with respect to such External Engagement, including for the performance of the parties to the engagement.
6. 3.6. The Platform may contain links, and may enable you to post content, to third party websites that are not owned or controlled by the Company. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release the Company from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
7. 3.7. Youmay post, send or otherwise providelinks to the Site, provided that: (i) you link to but do not replicate any page on the Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with hellopurple or present any false information about hellopurple and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior written consent; (iv) you shall not link from a website ("Third Party Website") which prohibits linking to third parties; (v) such Third Party Website does not contain content that (a) is offensive or controversial (both as shall be determined by us in our sole discretion), or (b) infringes any Intellectual Property Rights (as defined below), privacy rights, or other rights of any person or entity; and (vi) you, and your website, comply with the Terms and applicable law.
8. 3.8. We mayuse any personal information that we may collect or obtain in connection with the Site in accordance with our Privacy Policy, which is available at https://hellopurple.com/privac.... You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

4. hellopurple Services

4.1. Creating a Contract
1. 4.1.1. You may notify the Platform regarding an upcoming event for which you require services from Vendors by submitting the event description, date, and certain other parameters via the Platform. The Platform will then create an appropriate budget, including a breakdown by Vendor. After the budget has been finalized and approved by you, you will submit it, and the Platform will send to certain appropriate Vendors a request to provide certain services (each, an "Order Request"). Each recipient Vendor may choose to submit a legally binding offer describing the services such Vendor will provide pursuant to the Order Request (a “Proposal”), which shall be a legally binding offer until the expiration date that the Vendor has indicated in the Proposal or, if earlier, until it has been rejected by you (including by virtue of accepting a Proposal of a different Vendor). The Platform shall send up to three Proposals for each type of vendor service to you, and shall make such selection based on criteria such as price, value, length of time on the Platform, prior Planner Reviews (as defined below) submitted about each Vendor, and Vendor cancellation rates. Such criteria, and the relative weight given to them, may change from time to time at our discretion.
2. 4.1.2. Upon your approval of a Proposal, as indicated by your acceptance of it via the Platform, it shall constitute a legally binding contract between you and the Vendorfor the applicable Vendor Services (each, a "Contract"). For purposes hereof, “Vendor Services” means the services to be provided by a Vendor in accordance with the Contract description.
3. 4.1.3. You may accept or reject any Proposal, and you may also reject a Proposal but indicate that it would be accepted with specified changes. A modified Proposal submitted by such Vendor shall have the same status and binding effect as the original Proposal.
4.2. Payment Services
1. 4.2.1. In order to facilitate payment between Planners and Vendors in connection with and through the Platform, we will provide payment services to Users using the Platform ("Payment Services”).
2. 4.2.2. You may not use the Payment Services except as authorized by applicable law. We may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
3. 4.2.3. The Payment Services may contain links to third-party websites or resources in order to process payments ("Third-Party Service(s)"). You acknowledge and agree that such Third-Party Services are subject to different terms and conditions and privacy policiesand you should review them independently. You also acknowledge that the Third-Party Services may charge you additional fees when processing payments and payouts in connection with the Payment Services (including deducting charges from the payout amount). We are not responsible or liable for the availability or accuracy of such Third-Party Services, any fees charged for using the Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by us of such Third-Party Services.
4. 4.2.4. You acknowledge and agree that we may temporarily restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. We may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. We will provide notice to Users of any material changes to the Payment Services
5. 4.2.5. You agree that all payments to Vendors with respect to any Contract will be made through the Payment Services. To the extent any Cancellation Fee is due to you in accordance with these Terms, you hereby agree and acknowledge that the Company's obligation to pay you is subject to and conditional upon successful receipt of the associated payments from the relevant Vendor and that the Company has no liability if and to the extent such payments are not received. We guarantee refundsto Planners only for such amounts that have been successfully received by the Payment Services from the relevant Vendorsin accordance with the Terms.
4.3. Payment Process& hellopurple Fees
1. 4.3.1. Your general right to access and use the Platform is currently for free, but we will charge a fee in connection with each Contract resulting from the use of the Platform. The Company reserves the right to initiate a general usage fee in the future to maintain an Account
2. 4.3.2. You hereby acknowledge and agree that payment for each Contract shall be done exclusively through the Platform (including via use of Third-Party Services), and no monies shall be exchanged between the Vendor and Planner outside of the Platform.
3. 4.3.3. You may be required to provide credit or debit card details used to make payments. When you provide the details of such payment method, you may be asked to provide customary billing information such as name, billing address, and financial instrument information either to us or Third-Party Services. You must provide accurate, current, and complete information when adding a payment method, and it is your obligation to keep your payment method up-to-date at all times. You authorize us and the Third-Party Services to store your payment method information as provided to them or to us and to charge such method as outlined in these Terms. When you submit an Order Request, we or any Third-Party Services may (i) request to obtain a pre-authorization via your payment method for the total Contract Amount plus the Payment Processing Fee, (ii) charge or authorize your payment method a nominal amount, to verify your payment method, and (iii) authenticate your account via a Third-Party Service to verify your payment method.
4. 4.3.4. Upon the creation of a Contract, hellopurple will provide you, via the Platform, with a billing statement for the full amount due pursuant to the Contract (the “Contract Amount”) plus a payment processing fee currently equal to 3.2% of the Contract Amount (the “Payment Processing Fee”). You must pay the full amount set forth in such statement to hellopurple, via the Payment Services, within seventy-two (72) hours of the availability of the statement in your account on the Platform. If such amount is not timely paid, the Contract will be cancelled and you will receive notice of such cancellation.
5. 4.3.5. Following timely payment in full as set forth above, hellopurple will release to each Vendor an amount equal to ten percent (10%) of the applicable Contract Amount (the “Down Payment”). hellopurple will retain the Payment Processing Fee.
6. 4.3.6. In accepting appointment as the limited payment collection agent of the Vendor, hellopurple assumes no liability for any acts or omissions of the Vendor.
7. 4.3.7. Within seven (7) business daysfollowing the date that the Vendor Services are intended to have been completed according to the Contract, you may, via the Platform, notify hellopurple that the Vendor Services were not provided or of any other asserted cause to withhold some or all of the remaining amount of the Contract Value (the “Remaining Balance”). If you do not provide such a notification within such timeframe, youshall be deemed to have confirmed the completion of the Vendor Services. In addition, if upon completion of the Contract, the Vendor asserts that additional services beyond the Contract were provided, we will inform you of such via the Platform. If you dispute the amount the Vendor charges for the additional services, such dispute must be filed within seven (7) days on the Platform and resolved between you and the Vendor. Any amount the Vendor charges that you do not dispute within that timeframe shall become immediately due and payable. For the avoidance of doubt, we will add an additional payment processing fee equal to 3.2% of any additional amount so charged by the Vendor (with such amount being subject to update from time to time).
8. 4.3.8. If you provide timely notice that the Vendor Services were not satisfactorily completed, we shall inform the Vendor of such and retain the Remaining Balance until you and the Vendor provide joint instructions with respect thereto, including the U.S. bank account information for any indicated recipients and, to the extent applicable and not already provided, a tax invoice from each recipient. Within thirty (30) days of our receipt of such joint instructions, we shall release the amounts in the manner specified in the joint instructions, subject to their compliance with these Terms and the Vendor Terms of Use.
9. 4.3.9. You agree to negotiate informally and in good faith any dispute that may arise with respect to a Contract. You agree to notify hellopurple and the relevant Vendor at least thirty (30) days before initiating any formal proceeding.
10. 4.3.10. We may delay or cancel any payouts for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.
11. 4.3.11. We shall be entitled to withhold any payment of tax required by any applicable law.
12. 4.3.12. You hereby agree and acknowledge that the amount of the Payment Processing Fee may change at any time, provided that such change shall apply only to Contracts that are created after you are notified of the change (which notice may be by means of a notice on our website or in your Account).
13. 4.3.13. The Planner and Vendor may revise a Contract via the Platform and are responsible for any modifications thereto. If the consideration for the Vendor Services is increased, the difference (including additional Payment Processing Fee, Down Payment and Remaining Balance) shall be due and payable in accordance with the terms above, as if the date that the increase is agreed is the date of the Contract. If the consideration for the Vendor Services is decreased, the Vendor shall refund any excess Down Payment via the Platform, following which we shall refund to you and the Remaining Balance will be decreased accordingly
14. 4.3.14. When making use of the Platform, you warrant that (i) you will not publish Order Requests that are fictitious; (ii) you will not approach a Vendor without the intention to hire his/her/its services; and (iii) you will not simultaneously enter into an agreement with a number of Vendors regarding the same services.

4.4. Cancellation

4.4.1. You shall endeavor not to cancel any Contract after it has been confirmed. Cancellation of a Contract may give rise to damages to the Vendor and any other parties involved in the event for which the Contract was created, and you may be held liable for such amounts.Any cancellation must be carried out via the Platform. You agree that in the event that you cancel a Contract, hellopurple will be entitled to retain the Payment Processing Fee, and it will not be refunded to you or to the Vendor.In addition, you shall forfeit (i) the Down Payment (in all cases of cancellation by you) and (ii) all or a portion of the Remaining Balance, based on the date of cancellation, as follows (together, the “Cancellation Fee”):

Date of Cancellation		Amount of Remaining Balance Forfeited (in addition to the Down Payment and Payment Processing Fee, which are always forfeited)
On the first date on which the Vendor Services are to be performed pursuant to the Contract (the “Event Date”)		100%
Up to one week before the Event Date		92%
More than one week but less than thirty (30) days before the Event Date		72%
Thirty (30) days or more before the Event Date		22%

4.4.2. Any portion of yourpayment that was not forfeited in connection with your cancellation shall be refunded, within forty-five (45) days of the cancellation, by hellopurple to the same payment source from which it was made, provided that in the case of a bank account, it is a valid U.S. bank account.
4.4.3. We reserve the right to remove your Account and ban you from the Platform if you cancel a Contract otherwise than in accordance with the Terms, or if you cancel more than four (4) Contracts in any consecutive twelve-month period.
4.4.4. A Vendor may cancel a Contract only by notifying you of such through the Platform. In all events of Vendor cancellation, you shall be refunded the Down Payment subject to the Vendor refunding such amount as required, as well as the Remaining Balance. The Payment Processing Fee will not be refunded. The applicable refund shall be made via wire transfer within thirty (30) days of the Vendor’s cancellation to the same payment source from which it was made, provided that in the case of a bank account, it is a valid U.S. bank account.
4.4.5. In addition to the refund as set forth above, upon cancellation by a Vendor, the Platform will provide you with up to three (3) options to replace the cancelling Vendor. Proposals by such replacement Vendors will be treated like any other Proposal, as described in these Terms. You shall pay a Payment Processing Fee for the new Contract for any additional payments being made.
4.4.6. In case either party is prevented from performing a Contract due to the occurrence of a Force Majeure (as defined herein), you shall not be required to pay the Cancellation Fee.If the Force Majeure did not affect the Vendor, the Down Payment shall be retained by the Vendor. If the Vendor could not perform due to the Force Majeure, the Down Payment will be returned to you (subject to collection from the Vendor). You are advised to obtain adequate insurance to cover such eventuality. The party that is prevented from performing a Contract shall, to the extent possible, give prompt notice to the other party of the occurrence of such Force Majeure. For purposes hereof, a “Force Majeure” shall mean any act of God, change in applicable law or government regulation or practice, strike or other labor dispute or stoppage, lockout, riot or civil commotion, breakdown or shortage of machinery or equipment, fire, flood, war, riots, acts of terrorism, epidemic and pandemic (including without limitation the COVID-19 pandemic), or unforeseeable events beyond the reasonable control of the parties so affected as the case may be.

5. Vendor Services& Content
1. 5.1.You shall be solely responsible and liable for all text, data or other information provided by you to hellopurple or to any Vendor, including descriptions of your organization, services you require, and assessments and reviews of Vendors and events ("Planner Content"). You hereby acknowledge and agree that any of your Planner Content may be available and accessible to all Users.
2. 5.2. As between you and hellopurple, you are the sole and exclusive owner of yourPlannerContent. Notwithstanding such ownership, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the Planner Content in connection with the Platform and our business, including for purposes of improving the Platform and our Services, and you hereby waive any moral rights in your Planner Content, to the extent permitted by law.
3. 5.3. You agree that you will not display, post, submit, publish, upload or transmit any Planner Content, including, inter alia, pictures, video clips, files of every kind, or exterior links that: (i) constitutes unfair or deceptive trade practices under the consumer protection laws of any jurisdiction; (ii) involves improper or illegal use of material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights; (iii) creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, or is inappropriate; (vii) involves theft or terrorism; (viii) identifies individuals without receiving their consent; (ix) contains computer programs and/or computer code; (x) contains any robot, virus, malware, Trojan horse, spyware, or similar malicious item that has the potential to damage or disrupt the Platform; (xi) violates any applicable law or regulation; or (xii) is otherwise malicious or fraudulent.
4. 5.4. In respect of all Planner Content, you hereby represent and warrant that: (a) you are authorized to provide the Planner Content (and have obtained any and all licenses, permissions, consents, approvals, and authorizations required to provide the Planner Content and to perform all your obligations under the Terms); (b) the Planner Content complies and shall remain in compliance with any applicable law; and (c) the Planner Content does not and will not infringe, misappropriate, or violate any third party's Intellectual Property Rights or any other proprietary right. Upon request by the Company, you will promptly furnish us with appropriate information and documentation demonstrating your compliance with the foregoing representations and warranties.
5. 5.5. Following the completion of the Vendor Services pursuant toa Contract, youmay submit opinions, assessments and reviews about the Vendors and the Vendor Services ("Planner Review"). We do not check, verify the correctness and reliability, censor or supervise Planner Reviews, and you hereby agree and acknowledge that hellopurple shall bear no liability for any and all losses or damages that may be caused to any Vendor or any other third partyas a result of a PlannerReview.
6. 5.6. As between you and hellopurple, you are solely responsible and liable for your Planner Content accuracy and completeness, including any required updates. You shall hold hellopurple and its Affiliates harmless from any and all liability arising from your Planner Content or your Planner Reviews.
7. 5.7. hellopurple has no obligation to (i) present any particular Vendoror Proposal to Planners; or (ii) accept, display, review or maintain any PlannerContent or Planner Review. hellopurple may, without prior notice, delete the PlannerContent or any Planner Review including, but not limited to, if hellopurple: (a) determines that Planneris in breach of any provision of the Terms or has violated (or is violating) any applicable law; or (b) deems it helpful or reasonably necessary to comply with any applicable law, legal process, or governmental request, to enforce the Terms (including investigations of potential violations thereof), to detect, prevent, or otherwise address fraud, security issues, or (c) to protect against harm to the rights, property or safety of hellopurple, its users, or the public.
8. 5.8. hellopurple does not verify, confirm or examine any Vendor or any content submitted by a Vendor, and cannot guarantee the accuracy of the content any Vendor uploads to the Platform, including the identity of the Vendors, whether or not they are qualified and have any necessary permits or licenses, or that they are authorized to provide the services that they offer via the Platform. The Company also does not examine the competence of any Vendor or any Vendor’s suitability to the needs and objectives of any other User.
6. Intellectual Property Rights
1. 6.1. The content on the Platform including, without limitation, the text, descriptions, software, applications, source code, graphics, photos, sounds, videos, interactive features, and services (collectively, the "Materials"), and the trademarks, service marks and logos contained therein ("Marks"), are the property of hellopurple or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. "hellopurple", the hellopurple logo, and other marks are Marks of hellopurple or another person or entity that controls, is controlled by, or is under common control with hellopurple (an “Affiliate”). All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Materials. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your Planner Content.
2. 6.2. Content on the Platform is provided to you for your information and personal use only and (except with respect to yourPlanner Content) may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
7. Warranty Disclaimers
1. 7.1. This section applies whether or not the services provided under the Platform are paid. To the extent applicable law does not permit the exclusion of a warranty, such exclusion shall not apply.
2. 7.2. THE PLATFORM AND PAYMENT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. HELLOPURPLE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. HELLOPURPLE DOES NOT GUARANTEE THAT THE PLATFORM OR PAYMENT SERVICES WILL BE FREE OF BUGS, MALFUNCTIONS, SECURITY BREACHES, VIRUS ATTACKS, OR ILLEGAL PENETRATIONS. THE PLATFORM AND PLATFORM SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADE, OR OTHER REASONS. YOU AGREE THAT HELLOPURPLE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
3. 7.3. HELLOPURPLE DISCLAIMS ALL LIABILITY FOR, AND DOES NOT WARRANT, ENDORSE, GUARANTEE, OR VERIFY ANY INFORMATION OR CONTENT THAT A USER SUBMITS TO THE PLATFORM. HELLOPURPLE DOES NOT EXAMINE VENDOR SUITABILITY, COMPETENCE, OR COMPATIBILITY TO THE NEED AND OBJECTIVES OF PLANNERS, OR PLANNER SUITABILITY OR COMPETENCE
4. 7.4. YOU SPECIFICALLY ACKNOWLEDGE THAT HELLOPURPLE SHALL NOT BE RESPONSIBLE FOR ANY INFORMATION SUBMITTED BY ANY USER, OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
5. 7.5. YOUR RELIANCE ON, OR USE OF, ANY CONTENT SUBMITTED BY ANY USER, OR INTERACTION WITH ANY USER IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER, CUSTOMER OR OWNER IN CONNECTION WITH THE PLATFORM OR ANY USER CONTENT, YOU AGREE THAT HELLOPURPLE IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. HELLOPURPLE RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
8. Limitation of Liability& Indemnity
1. 8.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HELLOPURPLESHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR PAYMENT SERVICES, EVEN IF HELLOPURPLEHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
2. 8.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HELLOPURPLE FOR ANY DAMAGES ARISING UNDER THE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR PAYMENT SERVICES EXCEED 12% OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO HELLOPURPLEFOR USING THE PLATFORM DURING THE THREE (3) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM.
3. 8.3. You agree to defend, indemnify and hold harmless the Company and itsAffiliates, and each of their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of, or inability to use, the Platform or Payment Services; (ii) your Planner Content or Planner Reviews; (iii) your interaction with any User; and (iv) your violation of the Terms.
9. Term & Termination
1. 9.1. These Planner Terms of Use are effective until terminated by the Company or you. If terminated by you,the termination shall be effective no earlier than thirty (30) days from the date of notice. Upon termination of these Planner Terms of Use, you will immediately cease all use of the Platform.
2. 9.2. Without derogating from the foregoing, the Company, in its sole discretion, may terminate your Account and your access to the Platform, or any part thereof, immediately at any time and with or without cause (including for breach of the Terms).
3. 9.3. The Company shall not be liable to you or any third party for termination of the Platform or for any part thereof. If you object to any term or condition of the Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to discontinue your use of the Platform. In the event at the time of cancellation by you of a Contract, you have other open Contracts on the Platform, hellopurple shall have the option of cancelling all or any of your open Contracts. If hellopurple does not cancel any open Contract, your discontinuation from the Platform for future Contracts shall not relieve you of your obligation to perform any open Contracts that have not been cancelled by hellopurple or, as applicable, to forfeit any amounts paid, including any Cancellation Fee (as applicable) or otherwise to fulfill all obligations toward hellopurple, any Vendor, and any other person, which were created prior to the time of your discontinuing use of the Platform.
4. 9.4. Upon termination for any reason, the provisions of Sections ‎3 (Use of the Platform), ‎6 (Intellectual Property Rights), ‎7 (Warranty Disclaimers), ‎8 (Limitation of Liability & Indemnity), ‎9 (Term and Termination),‎10 (Independent Contractors) and ‎11 (Miscellaneous)hereofshall survive. For the avoidance of doubt, Section ‎4 shall survive as long as any outstanding payments remain due in accordance with the terms of such section.
10. Independent Contractors
1. 10.1. You and hellopurple are independent contractors. Nothing in the Terms creates any partnership, joint venture, agency, or employment relationship between you and hellopurple. You may not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of hellopurple.
11. Miscellaneous
1. 11.1. Amendment; Waiver. The Company may, from time to time, modify the Terms, the Platform and the Contents (including design and services provided), according to its absolute discretion and without any requirement to inform any User in advance. Such modification may include the discontinuation of the Site or any part thereof. Any modification of these Terms shall be effective with respect to you five (5) days after notification to you, including via publication on the Site or within your Account. Your continued use of the Platform or your Account shall constitute your consent to such modifications. No waiver of any part of the Terms shall be deemed a further or continuing waiver of such part or any other part, and a party's failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.
2. 11.2. Assignment. These Planner Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by the Company without restriction or notification to you. Any prohibited assignment shall be null and void.
3. 11.3. Governing Law & Jurisdiction; LIMITATION PERIOD. These PlannerTerms of Use and the relationship between you and the Company shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Planner Terms of Use and is hereby disclaimed. The exclusive jurisdiction in every matter and/or issue regarding the Terms will be exclusively granted to the court in the district of Tel Aviv-Jaffa, Israeland the Plannerhereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
4. 11.4. Entire Agreement. The Terms constitute the entire agreement between you and the Company concerning the Platform.
5. 11.5. Severability. If any provision of the Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of the Terms shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
6. 11.6. Notices. You agree that notices with respect to the Terms and otherwise regarding your relationship with hellopurple may be sent to the address you have provided to hellopurple in connection with your Account, including your email address. You shall send all notices to support@hellopurple.com. A notice shall be deemed received on the date it is sent via email to the foregoing address if sent during the recipient's normal business hours and, if outside such hours, then at 9:00am on the following business day for the recipient.
7. 11.7. Force Majeure. hellopurple shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any Force Majeure. For the avoidance of doubt, any problems relating to the hosting of the Platform shall not be deemed within hellopurple 's reasonable control.

Last updated: July 2023

hellopurple Vendor Terms of Use

These Vendor Terms of Use apply to your use of our website, https://hellopurple.com/ (together with its subdomains, the "Site", and collectively with the Content, Marks (as defined herein) and all associated services provided through the Site, the "Platform"). Please read the following Terms of Use carefully before using the Platform, so that you are aware of your legal rights and obligations with respect to hellopurple Inc. (together with our Affiliates (as defined herein), "hellopurple", "Company", "we", "our" or "us").

BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE ACCESSING THE PLATFORM AS A VENDOR, YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF (i) THESE VENDOR TERMS OF USE AND (ii) OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED HEREIN, WHICH ARE HEREBY INCORPORATED INTO, AND MADE A PART OF, THESE VENDOR TERMS OF USE BY REFERENCE.

IF YOU DO NOT AGREE WITH ANY OF THE FOREGOING, YOU MAY NOT USE OUR SERVICES (AS DEFINED BELOW).

1.General
1. 1.1. The Platform offers a tool for managers and other authorized personnel in organizations and companies ("Planners") to engage with service providers and suppliers ("Vendors"),in order for the Vendors to assist the Planners in managing and producing events for the Planners’ organizations and clients (including the Payment Services (as defined below), the “Services”). Planners and Vendors that are registered with hellopurple may also be collectively referred to in these Vendor Terms of Use as "Users".
2. 1.2. You warrant that (i) you are a legal entity that is entitled to enter into, and have understood and agree to comply with, and be legally bound by, these Vendor Terms of Use, together with our Privacy Policy(collectively, the "Terms"); or (ii) in the event you are an individual acting on behalf of a company, organization or other legal entity, you are authorized to use the Platform and to legally bind such company, organization or legal entity to the commitments found in the Terms. The Platform is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Platform.
3. 1.3. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. You agree that you will not have any claim, suit or demand against the Company or anyone on its behalf regarding the Terms.
2. Account: Site Access
1. 2.1. In order to make use of the Platform, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may do so via the Platform.
2. 2.2. For such time as the Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with the Terms and applicable law.
3. Use of the Platform
1. 3.1. We recommend that each User conduct any and all required examinations before entering into an agreement with another User in the Platform. Notwithstanding the foregoing, you acknowledge that the exclusive liability for examining the qualification, identity, correctness, reliability and accuracy of any Planner or other User with whom you interact, and of the information that is presented by them, lies exclusively upon you. The Company will not bear any liability or responsibility for any damages which may be caused to any User as a result of any communications or agreements entered into with another User in the Platform or as a result of using itsservices.
2. 3.2. You shall not: (i) copy, distribute or modify any part of the Platform without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (as defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Platform; (v) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform; (vi) publish links to exterior Platforms and/or services unless the Company has granted its written consent to this in advance; or (vii) use the Platform for any illegal objective or in any way that is contrary to the Terms.
3. 3.3. Use of the Platform for any purpose contrary to any applicable law or the Terms shall entitle hellopurple, at our sole discretion, to disable or remove your Account and ban you from any further use of the Platform for any purpose, in which event you shall have no claim against hellopurple for any damages that may arise. The foregoing shall not derogate from any other remedies we may have at law or equity. For the avoidance of doubt, revocation of a User’s access to the Platform shall not exempt the User from any liabilities towards the Company or towards any third party resulting from the User's use of the Platform.
4. 3.4. You agree not to, and will not, use the Platform to send unauthorized commercial communications to other Users, and you shall be solely responsible and liable for any such unauthorized communications.
5. 3.5. You may use some services offered via the Platform for engagement with Planners that are not hellopurple's Users ("External Engagement"). hellopurple shall have no liability with respect to such External Engagement, including for the performance of the parties to the engagement.
6. 3.6. The Platform may contain links, and may enable you to post content, to third party websites that are not owned or controlled by the Company. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release the Company from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
7. 3.7. Youmay post, send or otherwise providelinks to the Site, provided that: (i) you link to but do not replicate any page on the Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with hellopurple or present any false information about hellopurple and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior written consent; (iv) you shall not link from a website ("Third Party Website") which prohibits linking to third parties; (v) such Third Party Website does not contain content that (a) is offensive or controversial (both as shall be determined by us in our sole discretion), or (b) infringes any Intellectual Property Rights (as defined below), privacy rights, or other rights of any person or entity; and (vi) you, and your website, comply with the Terms and applicable law.
8. 3.8. We mayuse any personal information that we may collect or obtain in connection with the Site in accordance with our Privacy Policy, which is available at https://hellopurple.com/privac.... You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

4. hellopurple Services

4.1. Creating a Contract
1. 4.1.1. You may receive requests to provide certain services from Planners through the Platform (each, an "Order Request"). Upon receipt of an Order Request, you may either submit a legally binding offer describing the services you will provide pursuant to the Order Request (a “Proposal”) or elect not to respond to such Order Request.
2. 4.1.2. Each Proposal that you submit via the Platform shall be a legally binding offer until the expiration or, if earlier, until it has been rejected by the Planner. The Platform shall send only the top three Proposals to a Planner, and shall make such selection based on criteria such as price, value, length of time on the Platform, prior Planner Reviews (as defined below) submitted about each Vendor, and Vendor cancellation rates. Such criteria, and the relative weight given to them, may change from time to time at our discretion. Your Proposal may therefore not be selected by the Platform.
3. 4.1.3. The Planner shall only be bound upon Planner’s approval of such Proposal. In the event that the Planner has approved such Proposal, it shall constitute a legally binding contract between you and the Planner for the applicable Vendor Services (each, a "Contract"). For purposes hereof, “Vendor Services” means the services to be provided by a Vendor in accordance with the Contract description.
4. 4.1.4. If a Planner rejects your Proposal but indicates that it would be accepted with specified changes, you may submit a modified Proposal, which shall have the same status and binding effect as the original Proposal.
4.2. Payment Services
1. 4.2.1. In order to facilitate payment between Planners and Vendors in connection with and through the Platform, we will provide payment services to Users using the Platform ("Payment Services”).
2. 4.2.2. You may not use the Payment Services except as authorized by applicable law. We may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
3. 4.2.3. The Payment Services may contain links to third-party websites or resources in order to process payments ("Third-Party Service(s)"). You acknowledge and agree that such Third-Party Services are subject to different terms and conditions and privacy policiesand you should review them independently. You also acknowledge that the Third-Party Services may charge you additional fees when processing payments and payouts in connection with the Payment Services (including deducting charges from the payout amount). We are not responsible or liable for the availability or accuracy of such Third-Party Services, any fees charged for using the Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by us of such Third-Party Services.
4. 4.2.4. You acknowledge and agree that we may temporarily restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. We may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. We will provide notice to Users of any material changes to the Payment Services.
5. 4.2.5. You agree that payment made by a Planner through the Payment Services shall be considered the same as a payment made directly to you, and you will provide the services purchased in the relevant Contract in the agreed-upon manner as if you received the payment directly from the Planner. You agree that the Company may refund the Planner in accordance with the Terms. You hereby agree and acknowledge that the Company's obligation to pay you is subject to and conditional upon successful receipt of the associated payments from the relevant Planner and that the Company has no liability if and to the extent such payments are not received. We guarantee payments to Vendors only for such amounts that have been successfully received by the Payment Services from the relevant Planners in accordance with the Terms.
4.3. Payment Process& hellopurple Fees
1. 4.3.1. Your general right to access and use the Platform is currently for free, but we will charge a fee in connection with each Contract resulting from the use of the Platform. The Company reserves the right to initiate a general usage fee in the future to maintain an Account.
2. 4.3.2. You hereby acknowledge and agree that payment for each Contract shall be done exclusively through the Platform (including via use of Third-Party Services), and no monies shall be exchanged between the Vendor and Planner outside of the Platform.
3. 4.3.3. Vendors will be required to provide the account details of a U.S. bank account ("Vendor Bank Account") in order to receive payments, including but not limited to customary billing information such as name, billing address, and full financial instrument information, either to us or the Third-Party Services. You must provide accurate, current, and complete information when adding a Vendor Bank Account, and it is your obligation to keep your Vendor Bank Accountdetails up-to-date at all times.
4. 4.3.4. Upon the creation of a Contract, hellopurple will provide the Planner, via the Platform, with a billing statement for the full amount due pursuant to the Contract (the “Contract Amount”) plus a payment processing fee currently equal to 3.2% of the Contract Amount (the “Payment Processing Fee”). The relevant Planner must pay the full amount set forth in such statement to hellopurple, via the Payment Services, within seventy-two (72) hours of the availability of the statement in the Planner’s account on the Platform. If such amount is not timely paid, the Contract will be cancelled and you will receive notice of such cancellation. You will receive no payment for a Contract cancelled in this manner.
5. 4.3.5. Following timely payment in full by the Planner as set forth above, and receipt of your tax invoice in the amount of ten percent (10%) of the Contract Amount (the “Down Payment”), hellopurple will release the Down Payment to the Vendor Bank Account. hellopurple will retain the Payment Processing Fee and twelve and one-half percent (12%) of the Contract Amount, which shall constitute the fees due from the Vendor for such Contract (the “Commission”). hellopurple shall be obligated to hold the remaining 78% of the Contract Amount (the “Remaining Balance”) in a bank account, for your benefit, until such time as it should be paid out in accordance with this Section.
  For the sake of illustration only: if you and the Planner form a Contract for Vendor Services in the amount of USD 100, the Planner pays hellopurple USD 103.20, the Down Payment will equal USD 10, and the Remaining Balance will equal USD 77.50. Thus, for Vendor Services satisfactorily completed, you will receive an aggregate of USD 87.50. You are advised to take these amounts into consideration when formulating your Proposal.
6. 4.3.6. Within seven (7) business daysfollowing the date that the Vendor Services are intended to have been completed according to the Contract (“Target Completion Date”), you shall upload or send to vendors@hellopurple.com a tax invoice for the Remaining Balance. The Planner may, within seven (7) business days of the intended completion date, notify hellopurple that the Vendor Services were not provided or of any other asserted cause to withhold some or all of the Remaining Balance. If the Planner does not provide such a notification within such timeframe hellopurple shall, ~~within fourteen (14)~~immediately following the lapse of such 7 business-day period,~~days of the Vendor Completion Notification,~~ release the Remaining Balance via wire transfer to the Vendor Bank Account. In addition, if you provided additional services beyond those contemplated by the Contract, you may provide a notice of such services via the Platform, including a statement of the additional amount payable for such services. The Commission shall be taken from such additional amount, and a payment processing fee (equal to 3.2%, which amount is subject to update from time to time) shall be charged on it.
7. 4.3.7. If the Planner provides timely notice that the Vendor Services were not satisfactorily completed, we shall inform you of such and retain the Remaining Balance until you and the Planner provide joint instructions with respect thereto, including the U.S. bank account information for any indicated recipients and, to the extent applicable and not already provided, a tax invoice from each recipient. Within thirty (30) days of our receipt of such joint instructions, we shall release the amounts in the manner specified in the joint instructions, subject to their compliance with these Terms and the Planner Terms of Use.
8. 4.3.8. You agree to negotiate informally and in good faith any dispute that may arise with respect to a Contract. You agree to notify hellopurple and the relevant Planner at least thirty (30) days before initiating any formal proceeding.
9. 4.3.9. We may delay or cancel any payouts for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation
10. 4.3.10. We shall be entitled to withhold any payment of tax required by any applicable law.
11. 4.3.11. You hereby agree and acknowledge that the amount of the Payment Processing Fee and the Commission may change at any time, provided that such change shall apply only to Contracts that are created after you are notified of the change (which notice may be by means of a notice on our website or in your Account).
12. 4.3.12. The Planner and Vendor may revise a Contract via the Platform and are responsible for any modifications thereto. If the consideration for the Vendor Services is increased, the difference (including additional Payment Processing Fee, Commission, Down Payment and Remaining Balance) shall be due and payable in accordance with the terms above, as if the date that the increase is agreed is the date of the Contract. If the consideration for the Vendor Services is decreased, you shall refund any excess Down Payment directly to the Planner and the Remaining Balance will be decreased accordingly.

4.4. Cancellation

4.4.1. You shall endeavor not to cancel any Contract after it has been confirmed. Cancellation of a Contract may give rise to damages to the Planner and any other parties involved in the event for which the Contract was created, and you may be held liable for such amounts.Any cancellation must be carried out via the Platform. You agree that in the event that you cancel a Contract, hellopurple will be entitled to retain the Commission and the Payment Processing Fee, and neither amount will be refunded to you or to the Planner.If you cancel a Contract at any time, you shall immediately refund the Down Payment plus pay a cancellation penalty (“Cancellation Fee”) to us, in such manner as we shall direct. The amount of such Cancellation Fee shall vary depending on the timing of the cancellation vis-a-vis the first date on which the Vendor Services are to be performed pursuant to the Contract (the “Event Date”):

Date of Cancellation		Amount of Cancellation Fee (in Addition to Down Payment to be Refunded)
Up to one week before the Event Date		Pay 30% of Contract Amount
More than one week and up to thirty (30) days before the Event Date		Pay 20% of Contract Amount
More than thirty (30) days before the Event Date		Pay 10% of Contract Amount

4.4.2. We reserve the right to remove your Account and ban you from the Platform if you cancel a Contract otherwise than in accordance with the Terms, or if you cancel more than two (2) Contracts in any consecutive twelve-month period.

4.4.3. The Planner may cancel a Contract only by notifying you of such through the Platform. The amount of the Remaining Balancethat you will receive for a cancelled Contract shall vary based on the date of cancellation, as follows. In all events of Planner cancellation, you shall retain the Down Payment.

Date of Cancellation		Amount of Remaining Balance Paid to Vendor (i.e. in addition to retention of the Down Payment)
On the Event Date		100%
Up to one week before the Event Date/td>		80%
More than one week but less than thirty (30) days before the Event Date		60%
Thirty (30) daysor more before the Event Date		10%

4.4.4. Within thirty (30) days of the cancellation, the applicable portionof the Remaining Balance as stated above shall be released to you via wire transfer to the Vendor Bank Account.
4.4.5. In case either party is prevented from performing a Contract due to the occurrence of a Force Majeure (as defined herein), you shall not be required to pay the Cancellation Fee. If you could not perform due to the Force Majeure, you shall return the Down Payment. You are advised to obtain adequate insurance to cover such eventuality. The party that is prevented from performing a Contract shall, to the extent possible, give prompt notice to the other party of the occurrence of such Force Majeure. For purposes hereof, a “Force Majeure” shall mean any act of God, change in applicable law or government regulation or practice, strike or other labor dispute or stoppage, lockout, riot or civil commotion, breakdown or shortage of machinery or equipment, fire, flood, war, riots, acts of terrorism, epidemic and pandemic (including without limitation the COVID-19 pandemic) or unforeseeable events beyond the reasonable control of the parties so affected as the case may be.

5. Vendor Services& Content
1. 5.1. Following the creation of a Contract between you and a Planner, you shall be solely responsible and liable for fulfillment of the Vendor Services, and fulfill the Contract within the performance time specified therein and in accordance with all text, data or other information provided by you to hellopurple or to the Planner, including descriptions of your organization, services you provide, pricing, quality, and discounts offered, and assessments and reviews of Planners and events ("Vendor Content"). You hereby acknowledge and agree that any of your Vendor Content may be available and accessible to all Users.
2. 5.2. As between you and hellopurple, you are the sole and exclusive owner of your Vendor Content. Notwithstanding such ownership, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the Vendor Content in connection with the Platform and our business, including for purposes of improving the Platform and our Services, and you hereby waive any moral rights in your Vendor Content, to the extent permitted by law.
3. 5.3. You agree that you will not display, post, submit, publish, upload or transmit any Vendor Content, including, inter alia, pictures, video clips, files of every kind, or exterior links that: (i) constitutes unfair or deceptive trade practices under the consumer protection laws of any jurisdiction; (ii) involves improper or illegal use of material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights; (iii) creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, or is inappropriate; (vii) involves theft or terrorism; (viii) identifies individuals without receiving their consent; (ix) contains computer programs and/or computer code; (x) contains any robot, virus, malware, Trojan horse, spyware, or similar malicious item that has the potential to damage or disrupt the Platform; (xi) violates any applicable law or regulation; or (xii) is otherwise malicious or fraudulent.
4. 5.4. In respect of each Vendor Service and all Vendor Content, you hereby represent and warrant that: (a) you are authorized to provide the Vendor Service and Vendor Content (and have obtained any and all licenses, permissions, consents, approvals, and authorizations required to provide the Vendor Service and Vendor Content and to perform all your obligations under the Terms); (b) the Vendor Services and Vendor Content comply and shall remain in compliance with any applicable law; (c) the Vendor Services and Vendor Content do not and will not infringe, misappropriate, or violate any third party's Intellectual Property Rights or any other proprietary right; (d) the Vendor Services match the corresponding Vendor Service description and Vendor Content made available on the Platform and associated with such Vendor Service and the applicable Contract; and (e) the Vendor Services will be of satisfactory quality and fit for purpose, and free from defects in workmanship. Upon request by the Company, you will promptly furnish us with appropriate information and documentation demonstrating your compliance with the foregoing representations and warranties.
5. 5.5. When using the Platform to offer its services, each Vendor represents and warrants that: (i) it has the proper knowledge, skills, training, experience and means required to fully and duly execute its obligations under each Contract; (ii) it will be free to provide the services according to Planners' requirements and needs as stipulated in each Contract; and (iii) it shall not condition its services or offer discounted services in exchange for receiving a positive review.
6. 5.6. Following the completion of the Vendor Services pursuant toa Contract, Planners may submit opinions, assessments and reviews about the Vendor and the Vendor Services ("Planner Review"). We do not check, verify the correctness and reliability, censor or supervise Planner Reviews, and you hereby agree and acknowledge that hellopurple shall bear no liability for any and all losses or damages that may be caused to you as a result of a PlannerReview.
7. 5.7. As between you and hellopurple, you are solely responsible and liable for your Vendor Content accuracy and completeness, including any required updates. You shall hold hellopurple and its Affiliates harmless from any and all liability arising from your Vendor Content and your performance of your Vendor Services.
8. 5.8. hellopurple has no obligation to (i) present Vendor, Vendor’s Services, or a Proposal to Planners, even if Vendor has been presented to such Planners in the past; or (ii) accept, display, review or maintain any Vendor Content. hellopurple may, without prior notice, delete the Vendor Content including, but not limited to, if hellopurple: (a) determines that Vendor is in breach of any provision of the Terms or has violated (or is violating) any applicable law; or (b) deems it helpful or reasonably necessary to comply with any applicable law, legal process, or governmental request, to enforce the Terms (including investigations of potential violations thereof), to detect, prevent, or otherwise address fraud, security issues, or (c) to protect against harm to the rights, property or safety of hellopurple, its users, or the public.
6. Intellectual Property Rights
1. 6.1. The: content on the Platform including, without limitation, the text, descriptions, software, applications, source code, graphics, photos, sounds, videos, interactive features, and services (collectively, the "Materials"), and the trademarks, service marks and logos contained therein ("Marks"), are the property of hellopurple or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. "hellopurple", the hellopurple logo, and other marks are Marks of hellopurple or another person or entity that controls, is controlled by, or is under common control with hellopurple (an “Affiliate”). All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Materials. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your Vendor Content.
2. 6.2. Content on the Platform is provided to you for your information and personal use only and (except with respect to your Vendor Content) may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
7. Warranty Disclaimers
1. 7.1. This section applies whether or not the services provided under the Platform are paid. To the extent applicable law does not permit the exclusion of a warranty, such exclusion shall not apply.
2. 7.2. THE PLATFORM AND PAYMENT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. HELLOPURPLE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. HELLOPURPLE DOES NOT GUARANTEE THAT THE PLATFORM OR PAYMENT SERVICES WILL BE FREE OF BUGS, MALFUNCTIONS, SECURITY BREACHES, VIRUS ATTACKS, OR ILLEGAL PENETRATIONS. THE PLATFORM AND PLATFORM SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADE, OR OTHER REASONS. YOU AGREE THAT HELLOPURPLE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
3. 7.3. HELLOPURPLE DISCLAIMS ALL LIABILITY FOR, AND DOES NOT WARRANT, ENDORSE, GUARANTEE, OR VERIFY ANY INFORMATION OR CONTENT THAT A USER SUBMITS TO THE PLATFORM. HELLOPURPLE DOES NOT EXAMINE VENDOR SUITABILITY, COMPETENCE, OR COMPATIBILITY TO THE NEED AND OBJECTIVES OF PLANNERS, OR PLANNER SUITABILITY OR COMPETENCE.
4. 7.4. YOU SPECIFICALLY ACKNOWLEDGE THAT HELLOPURPLE SHALL NOT BE RESPONSIBLE FOR ANY INFORMATION SUBMITTED BY ANY USER, OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
5. 7.5. YOUR RELIANCE ON, OR USE OF, ANY CONTENT SUBMITTED BY ANY USER, OR INTERACTION WITH ANY USER IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER, CUSTOMER OR OWNER IN CONNECTION WITH THE PLATFORM OR ANY USER CONTENT, YOU AGREE THAT HELLOPURPLE IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. HELLOPURPLE RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
8. Limitation of Liability& Indemnity
1. 8.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HELLOPURPLESHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR PAYMENT SERVICES, EVEN IF HELLOPURPLEHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
2. 8.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HELLOPURPLE FOR ANY DAMAGES ARISING UNDER THE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR PAYMENT SERVICES EXCEED THE TOTAL AMOUNT OF COMMISSION, IF ANY, PAID BY YOU TO HELLOPURPLEFOR USING THE PLATFORM DURING THE THREE (3) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM.
3. 8.3. You agree to defend, indemnify and hold harmless the Company and itsAffiliates, and each of their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of, or inability to use, the Platform or Payment Services; (ii) your Vendor Content; (iii) your interaction with any User; and (iv) your violation of the Terms.
9. Term & Termination
1. 9.1. These Vendor Terms of Use are effective until terminated by the Company or you. If terminated by you,the termination shall be effective no earlier than thirty (30) days from the date of notice. Upon termination of these Vendor Terms of Use, you will immediately cease all use of the Platform.
2. 9.2. Without derogating from the foregoing, the Company, in its sole discretion, may terminate your Account and your access to the Platform, or any part thereof, immediately at any time and with or without cause (including for breach of the Terms).
3. 9.3. The Company shall not be liable to you or any third party for termination of the Platform or for any part thereof. If you object to any term or condition of the Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to discontinue your use of the Platform. In the event at the time of cancellation by you of a Contract, you have other open Contracts on the Platform, hellopurple shall have the option of cancelling all or any of your open Contracts. If hellopurple does not cancel any open Contract, your discontinuation from the Platform for future Contracts shall not relieve you of your obligation to perform any open Contracts that have not been cancelled by hellopurple or, as applicable, to return any Down Payment or payment of any Cancellation Fee (as applicable) or otherwise to fulfill all obligations toward hellopurple, any Planner, and any other person, which were created prior to the time of your discontinuing use of the Platform.
4. 9.4. Upon termination for any reason, the provisions of Sections ‎3 (Use of the Platform), ‎6 (Intellectual Property Rights), ‎7 (Warranty Disclaimers), ‎8 (Limitation of Liability & Indemnity), ‎9 (Term and Termination),‎10 (Independent Contractors) and ‎11 (Miscellaneous)hereofshall survive. For the avoidance of doubt, Section ‎4 shall survive as long as any outstanding payments remain due in accordance with the terms of such section.
10. Independent Contractors
1. 110.1. You and hellopurple are independent contractors. Nothing in the Terms creates any partnership, joint venture, agency, or employment relationship between you and hellopurple. You may not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of hellopurple.
11. Miscellaneous
1. 11.1. Amendment; Waiver. The Company may, from time to time, modify the Terms, the Platform and the Contents (including design and services provided), according to its absolute discretion and without any requirement to inform any User in advance. Such modification may include the discontinuation of the Site or any part thereof. Any modification of these Terms shall be effective with respect to you five (5) days after notification to you, including via publication on the Site or within your Account. Your continued use of the Platform or your Account shall constitute your consent to such modifications. No waiver of any part of the Terms shall be deemed a further or continuing waiver of such part or any other part, and a party's failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision
2. 11.2. Assignment. These Vendor Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by the Company without restriction or notification to you. Any prohibited assignment shall be null and void.
3. 11.3. Governing Law & Jurisdiction; LIMITATION PERIOD. These Vendor Terms of Use and the relationship between you and the Company shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Vendor Terms of Use and is hereby disclaimed. The exclusive jurisdiction in every matter and/or issue regarding the Terms will be exclusively granted to the court in the district of Tel Aviv-Jaffa, Israeland the Vendor hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
4. 11.4. Entire Agreement. The Terms constitute the entire agreement between you and the Company concerning the Platform.
5. 11.5. Severability. If any provision of the Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of the Terms shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
6. 11.6. Notices. You agree that notices with respect to the Terms and otherwise regarding your relationship with hellopurple may be sent to the address you have provided to hellopurple in connection with your Account, including your email address. You shall send all notices to support@hellopurple.com. A notice shall be deemed received on the date it is sent via email to the foregoing address if sent during the recipient's normal business hours and, if outside such hours, then at 9:00am on the following business day for the recipient.
7. 11.7. Force Majeure. hellopurple shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any Force Majeure. For the avoidance of doubt, any problems relating to the hosting of the Platform shall not be deemed within hellopurple 's reasonable control.