The agreement between you and Zennvue.

1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you and Viceroy NM LLC, a New Mexico limited liability company ("Zennvue," "we," "us," or "our"), governing your access to and use of the Zennvue platform, including our website, mobile applications, and related services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

If you are using the Platform on behalf of a business or other entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

2. Account Terms

2.1 Eligibility

You must be at least 18 years old and capable of entering into a legally binding agreement to use the Platform. By creating an account, you represent that you meet these requirements.

2.2 Account Registration

To access most features, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as needed. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Account Types

• Vendor accounts: Event professionals subscribing to a paid Vendor Plan (Starter, Professional, Business, Studio, Enterprise). Governed additionally by our Vendor Agreement.
• Customer accounts: Couples, planners, and individuals using the Platform to discover, book, and coordinate with vendors. Free or paid (Pro, Planner) tiers available.

2.4 Account Security

You are responsible for safeguarding your password and for any actions taken under your account. Notify us immediately at security@zennvue.com if you suspect unauthorized access. We are not liable for losses caused by unauthorized account use.

3. Platform Use

3.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose.

3.2 Acceptable Use

Your use of the Platform is also governed by our Acceptable Use Policy, which prohibits, among other things, fraudulent activity, harassment, infringement of intellectual property, and circumvention of Platform processes.

3.3 Prohibited Conduct

You may not:

• Use the Platform for any unlawful purpose or in violation of any applicable law
• Reverse engineer, decompile, or attempt to extract the source code of any portion of the Platform
• Use automated means (scrapers, bots) to access the Platform without our express written permission
• Interfere with or disrupt the integrity or performance of the Platform
• Attempt to gain unauthorized access to any portion of the Platform or related systems
• Resell, sublicense, or transfer your account or access rights to any third party

4. Payments and Billing

4.1 Subscription Fees

Vendor subscriptions and paid Customer plans are billed in advance on a monthly or annual basis. By subscribing, you authorize us to charge your payment method for the recurring fee on each billing date.

4.2 Free Trials

Vendor plans include a 14-day free trial that does not require a credit card. After the trial period, your account will be paused unless you add a payment method. Paused accounts retain data per the retention lifecycle described in Section 11.3 below.

4.3 Payment Processing and Zennvue Platform Fee

Vendor-to-customer transactions are processed through Stripe Connect. Zennvue charges 0% Zennvue platform fee on processed transactions on any plan. Stripe charges its standard processing fee (currently 2.9% + $0.30 per transaction), which is a passthrough set by Stripe and subject to Stripe's terms and updates. Zennvue does not add a markup on top of Stripe's processing fee.

If Zennvue ever introduces a platform fee on processed transactions in the future, we will provide at least 60 days advance notice to active Vendor accounts and to the public Vendor Agreement.

4.4 Marketplace Add-Ons

Silver ($299/mo) and Gold ($799/mo) marketplace placements are billed monthly in addition to your base Vendor Plan. Add-ons can be canceled at any time and take effect at the next billing cycle. Add-on benefits, including placement priority and AI matching weight, are provided on a best-effort basis. Zennvue does not guarantee specific search ranking, inquiry volume, or booking conversion.

4.5 Refunds

Refund eligibility is governed by our Refund Policy. In summary: annual subscribers who cancel mid-cycle receive a prorated refund for unused months. Monthly subscriptions are non-refundable except where required by law.

4.6 Taxes

Subscription fees are exclusive of applicable taxes. You are responsible for any sales, use, value-added, or similar taxes imposed by your jurisdiction.

4.7 California Automatic Renewal Law Compliance

For California residents and businesses with primary place of business in California, Zennvue complies with California Business and Professions Code Section 17600 et seq. (the "Automatic Renewal Law" or "ARL"). Specifically:

• Affirmative consent: Before charging your payment method for any recurring subscription, we will clearly and conspicuously present the automatic renewal terms, including the recurring price, billing frequency, and the date on which the next charge will occur. You will affirmatively consent before the subscription begins.
• Acknowledgment: Immediately after sign-up, we send a confirmation email with the auto-renewal terms, the cancellation policy, and a one-click link to cancel.
• Easy cancellation: You may cancel any auto-renewing subscription at any time directly from your account settings using a clearly labeled cancellation control. No phone call, support ticket, or retention call is required.

Annual subscription renewal reminder cascade. For annual auto-renewing subscriptions, Zennvue sends pre-renewal reminders to the email address on file according to the following schedule:

If you cancel before the renewal date, you will not be charged for the next term, and your subscription will end at the close of the current paid period. You may continue to use the Platform until the end of your paid term.

5. Vendor and Customer Relationships

Zennvue is a platform that facilitates connections between event vendors and customers. We are not a party to any contract, transaction, or service relationship between Vendors and Customers.

5.1 Vendor Responsibilities

Vendors are independent contractors and are solely responsible for the services they provide, the contracts they enter with Customers, and compliance with all applicable laws (licensing, insurance, taxation). Detailed vendor terms, including the Marketplace Match Guarantee response standards and Service Level Commitments, are in the Vendor Agreement.

5.2 Customer Responsibilities

Customers are responsible for evaluating Vendors, reviewing and signing contracts, and fulfilling payment obligations. Zennvue does not vet Vendors beyond standard verification (business licensing where indicated, identity verification, payment processor onboarding through Stripe Connect).

5.3 No Endorsement

Listing on the Platform does not constitute an endorsement by Zennvue. Reviews, ratings, and other content are provided by users and reflect their individual experiences.

5.4 Marketplace Match Guarantee

For Customers on active Pro ($9.99/mo) or Planner ($39/mo) subscriptions who submit a complete wedding inquiry (date at least 30 days in the future, budget, location, style preferences), Zennvue guarantees at least three qualified vendor matches within 48 hours. If we cannot deliver three qualified matches in that window, your next month of Pro or Planner is free. Service credit is the sole remedy for a missed guarantee.

6. Intellectual Property

6.1 Platform IP

The Platform, including all software, design, content, trademarks, logos, and the underlying Trunnion AI engine, is the exclusive property of Viceroy NM LLC and its licensors. All rights are reserved except as expressly granted in these Terms.

6.2 User Content

You retain all ownership rights to content you upload, post, or otherwise submit to the Platform ("User Content"), including portfolio images, contracts, proposals, and messages. By submitting User Content, you grant Zennvue a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify (for technical purposes such as resizing), and display User Content as necessary to operate the Platform.

6.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Platform, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without compensation to you.

6.4 Copyright Infringement

Zennvue respects intellectual property rights. If you believe content on the Platform infringes your copyright, please follow the procedures outlined in our DMCA Policy and direct notices to the Designated Agent identified in Section 14 below.

7. AI Features and Content

7.1 AI-Generated Content

The Platform includes AI-powered features (proposal drafting, lead scoring, brand voice profiles, churn prediction, marketplace matching, and others) operated through the Trunnion AI engine. The Trunnion AI engine uses Anthropic's Claude large language model (via the Anthropic API) as its production AI provider. We may engage additional or alternative AI providers in the future and will update this Section to reflect any change.

7.2 Output Disclaimer

AI-generated content is provided for your assistance and convenience. You are responsible for reviewing, editing, and approving any AI-generated output before sending to Customers, signing contracts, or relying on AI-generated analysis for business decisions. Zennvue does not warrant the accuracy, completeness, or suitability of AI-generated content. AI features may produce inaccurate or unexpected outputs and should not be relied upon for legal, financial, or medical decisions.

7.3 Training Data and Privacy

Your User Content is not used to train third-party AI models. Anthropic does not train its foundation models on customer data submitted via the Anthropic API as configured in our integration. Brand Voice Profiles you create from your own content are stored within your tenant and are not shared across organizations or used to improve outputs for other Zennvue customers.

8. Disclaimers and Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VICEROY NM LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WE MAKE NO WARRANTY REGARDING THE QUALITY OF VENDORS LISTED ON THE PLATFORM OR THE OUTCOME OF ANY VENDOR-CUSTOMER TRANSACTION.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VICEROY NM LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of, or inability to access or use, the Platform
• Any conduct or content of any third party on the Platform, including Vendors and Customers
• Unauthorized access, use, or alteration of your transmissions or User Content
• The performance, conduct, or services provided by any Vendor

9.1 Liability Cap

Subject to the carve-outs in Section 9.2 below, our total cumulative liability under these Terms, regardless of the legal theory (contract, tort, or otherwise) and the number of claims, will not exceed the greater of:

• (a) the total amount you paid to Viceroy NM LLC in the twelve (12) months immediately preceding the event giving rise to the claim, or
• (b) five thousand U.S. dollars ($5,000), whichever is greater.

9.2 Carve-Outs from the Cap

The liability cap in Section 9.1 does not apply to, and Zennvue's liability is not limited for:

• (i) Zennvue's indemnification obligations for third-party intellectual property infringement claims under Section 10.2 below
• (ii) Zennvue's breach of its confidentiality obligations regarding your non-public business information
• (iii) liability arising from Zennvue's gross negligence or willful misconduct
• (iv) amounts you owe to Zennvue under these Terms (including unpaid subscription fees)

9.3 Jurisdictional Variations

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any limitation in this Section is unenforceable in your jurisdiction, our liability is limited to the maximum extent permitted by applicable law.

10. Indemnification

10.1 By You

You agree to indemnify, defend, and hold harmless Viceroy NM LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your access to or use of the Platform
• Your User Content
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable law or regulation

10.2 By Zennvue (Intellectual Property)

Zennvue will defend and indemnify you against any third-party claim alleging that your authorized use of the Platform infringes that third party's U.S. patent, copyright, or trademark, provided that you (a) promptly notify Zennvue in writing of the claim, (b) give Zennvue sole control of the defense and any settlement, and (c) provide reasonable cooperation. This Section 10.2 does not apply to claims arising from your User Content, your combination of the Platform with non-Zennvue products, or your modification of the Platform.

11. Termination

11.1 Termination by You

You may cancel your account at any time through your account settings. Cancellation takes effect at the end of your current billing cycle. Annual subscribers who cancel mid-cycle may be eligible for a prorated refund per the Refund Policy.

11.2 Termination by Us

We reserve the right to suspend or terminate your account at any time, with or without notice, for any violation of these Terms, including non-payment, fraudulent activity, or violation of the Acceptable Use Policy. We will provide reasonable notice when practicable.

11.3 Data Retention Lifecycle After Termination

Upon termination of your account, your data is retained and deleted according to the following lifecycle:

• Day 0 to Day 30 (Grace Period): Your data remains accessible. You may export everything (CSV, PDF, JSON formats supported) and you may reactivate your account at any time during this window.
• Day 30 (Soft Delete): Your account is removed from active systems. Data is no longer accessible through the Platform interface but is recoverable internally upon written request.
• Day 30 to Day 60 (Hard Delete in Progress): Data is permanently purged from production databases on a rolling basis.
• Day 60 to Day 90 (Backup Cycle Out): Encrypted backup snapshots cycle out of retention.
• Day 90 (Full Deletion Complete): All copies of your data are permanently deleted, except as required to comply with legal obligations (tax records, accounting, litigation holds).

Annual subscribers who cancel mid-cycle may continue to use the Platform until the end of their paid term before this lifecycle begins.

11.4 Survival

Sections 4 (Payments), 6 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 12 (Dispute Resolution), 13 (General Provisions), and 14 (DMCA Designated Agent) survive termination.

12. Dispute Resolution

12.1 Informal Resolution

Before filing any formal claim, you agree to attempt to resolve the dispute informally by contacting us at legal@zennvue.com. We will work in good faith to resolve any dispute within thirty (30) days.

12.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Albuquerque, New Mexico, in English, by a single arbitrator.

12.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE PROCEEDING, OR CONSOLIDATED ARBITRATION.

12.4 Exceptions

Either party may seek injunctive relief in a court of competent jurisdiction for actual or threatened infringement of intellectual property rights, regardless of the arbitration provision above. Small claims may also be brought in a court of competent jurisdiction in lieu of arbitration.

12.5 Governing Law

These Terms are governed by the laws of the State of New Mexico, United States, without regard to its conflict of law principles.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Vendor Agreement (if applicable), DMCA Policy, Cookie Policy, Refund Policy, Service Level Agreement, and any other policies referenced herein, constitute the entire agreement between you and Zennvue.

13.2 Amendments and Notice

We may modify these Terms from time to time.

• Non-material changes (clarifications, typo corrections, restructuring without changing substantive rights) take effect upon posting; we will indicate the updated effective date.
• Material changes will be communicated via email to the address on file or in-Platform notice at least fourteen (14) days before the effective date.
• Material changes that affect price or that reduce material benefits for active California subscribers will be communicated at least seven (7) days before the effective date, in addition to the California ARL reminder cascade in Section 4.7 above, and you may cancel before the change takes effect to avoid the new terms.

Continued use of the Platform after changes take effect constitutes acceptance.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.4 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by an authorized representative of Zennvue. The failure to enforce any right or provision will not constitute a waiver.

13.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

13.6 Force Majeure

We are not liable for failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, third-party platform outages, or denial-of-service attacks.

13.7 Contact Information

For questions about these Terms, contact us at legal@zennvue.com or by mail at the address in Section 14 below.

14. DMCA Designated Agent

If you believe content on the Platform infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. Section 512, to the Designated Agent below. Detailed notice requirements are in our DMCA Policy.

Designated Agent for Notice of Claimed Infringement:

This Designated Agent is registered with the U.S. Copyright Office Directory. False or bad-faith DMCA notices may result in liability under 17 U.S.C. Section 512(f).