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PLAN ZINNIA

Vendor Terms of Service & Marketplace Agreement

Last Updated & Effective Date: September 1st, 2026

This Vendor Agreement ("Agreement") is a legally binding contract entered into between Zinnia Events LLC, doing business as Plan Zinnia ("Plan Zinnia," "we," "us," or "our"), and the commercial entity or independent service provider who accepts these terms by creating a vendor account on the Plan Zinnia platform ("Vendor," "you," or "your").

By creating an account, completing onboarding, or listing services on planzinnia.com (the "Platform"), you represent that you have the authority to bind your business to this Agreement and expressly agree to all terms herein. If you do not agree, you must not use the Platform.

1. Scope of Platform Services & Tier Structure

Plan Zinnia provides two distinct paths for Vendors to utilize the Platform:

  • Listing Services (Directory Only): Vendors may create a digital storefront profile to display portfolios, messaging options, and promotional materials. For Listing-Only accounts, all scheduling, contract execution, booking fees, deposits, and payments are managed strictly off-platform directly between the Vendor and the Couple.
  • Booking Services (Transaction Enabled): Vendors utilizing our premium or transaction-enabled plans may utilize integrated platform scheduling tools, accept digital booking requests, and process transaction payments directly via our third-party payment partner checkout.
  • Unified Terms: This Agreement governs both Listing and Booking functionalities. If you register initially for a Listing-Only plan and subsequently upgrade your account to utilize Booking Services, the transaction, escrow, and refund terms contained in Sections 3, 6, and 8 of this Agreement shall automatically and immediately apply to your account without requiring a separate signature.

2. Nature of the Platform & Relationship of Parties

  • Marketplace Venue Only: Plan Zinnia provides an online marketplace venue that connects engaged couples ("Couples") with independent local wedding vendors. Plan Zinnia does not provide wedding services, does not employ vendors, and is not a party to any contractual relationship, booking, or transaction entered into directly between Couples and Vendors, regardless of whether the transaction occurs on or off the Platform.
  • Independent Contractors: The relationship between you and Plan Zinnia is strictly that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship. You retain sole control over your pricing, availability, methods, and performance of your services.

3. Vendor Eligibility, Onboarding & Federal Verification

To maintain an active storefront on the Platform, you represent, warrant, and agree that you:

  • Are a legitimate, legally operating business entity or sole proprietor authorized to conduct business in the United States and the state(s) in which you operate.
  • Hold and will maintain all professional licenses, permits, certificates, and commercial liability insurance policies required by local, state, or federal law to perform your listed services.
  • Will provide completely accurate, truthful, and up-to-date descriptions, pricing, and availability constraints on your storefront.

Booking Services Prerequisite: To enable Booking Services and receive transactions, you must successfully complete onboarding with our third-party payment processor, Stripe, Inc. ("Stripe"), linking a valid bank account.

INFORM Consumers Act Compliance: Pursuant to the federal INFORM Consumers Act (15 U.S.C. § 45f), if your transactions on the Platform cross federally mandated thresholds, you agree to timely provide verified bank account data, tax identification information, and operational details upon request. Plan Zinnia will provide you with a statutory ten (10) day electronic notice and cure period to correct any missing, unverified, or inaccurate registration data before initiating an information-related account suspension.

Backup Withholding: Vendor acknowledges responsibility for providing accurate tax data to prevent automated federal backup withholding requirements under 26 U.S.C. § 3406.

4. Explicit Exclusion of Biometric Data (BIPA Disclaimer)

  • No Platform Biometrics: Plan Zinnia does not collect, scan, capture, store, or utilize biometric identifiers or biometric information (such as facial geometry scans, fingerprints, or voiceprints) as defined under the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.).
  • Third-Party Onboarding: Any identity verification routines, photo ID uploads, or security checks required during financial onboarding are performed natively, directly, and exclusively by Stripe, Inc. under Stripe's independent privacy and data infrastructure. Plan Zinnia has no visibility into, access to, or storage of any underlying biometric data handled by Stripe.

5. Platform Fees & Subscriptions

You agree to pay Plan Zinnia the fees associated with your chosen tier plan:

Solo Plan (Single Business / Single Operator)

  • Free / Listing Only Tier: $0/month (No Transaction Capabilities).
  • Transaction Tier: 5% transaction fee on the gross amount of each confirmed booking.
  • Subscription Premium Tier: $29 per month + 1% transaction fee on each confirmed booking.

Team Plan (Multi-Vendor / Agency Account)

  • Free / Listing Only Tier: $0/month (No Transaction Capabilities).
  • Transaction Tier: 5% transaction fee on the gross amount of each confirmed booking.
  • Subscription Premium Tier: $59 per month + 1% transaction fee on each confirmed booking.

Fee Mechanics & Automatic Renewals

  • Billing and Renewal Disclosure: Subscription tiers are billed in advance on a recurring monthly cycle every thirty (30) days using your authorized payment method on file. Subscriptions automatically renew for successive monthly intervals until you explicitly cancel them via your account management dashboard.
  • Non-Refundability: Paid subscription fees are non-refundable. Cancellations and plan downgrades take effect at the start of the next sequential billing cycle.
  • Transaction Deductions: For Booking Service tiers, transaction fees are automatically calculated and deducted by our payment gateway at the exact moment a booking request is confirmed and payment is captured from the Couple.
  • Changes to Fees: Plan Zinnia reserves the right to modify its subscription or transaction fee models at any time upon providing 30 days' advance notice via the email address tied to your account.

6. Taxes & Regulatory Compliance

  • Marketplace Threshold Caveat: Plan Zinnia operates as an administrative marketplace venue. You acknowledge that the Platform's automated tax collection features are currently disabled because Plan Zinnia operates below the statutory economic nexus and marketplace facilitator gross revenue thresholds (including the Illinois $100,000 threshold). Plan Zinnia reserves the absolute right to activate automated tracking and tax collection features immediately upon crossing these legal thresholds, upon providing structural notice to you.
  • Interim Vendor Responsibility: Until such a time that automated collection is enabled, you retain sole, exclusive statutory liability for calculating, filing, and remitting any local, state, or service taxes due to tax authorities on wedding services or physical goods transfers conducted via your listings. The base price displayed on your storefront must represent the comprehensive cost of your service.
  • Income and Business Taxes: Plan Zinnia explicitly disclaims any responsibility for your income, payroll, corporate, or self-employment taxes. You retain exclusive legal responsibility for reporting all earnings generated through the Platform under 26 U.S.C. § 3406.

7. Payment Processing & Escrow Payout Structure

(Applies exclusively to accounts utilizing Booking Services)

  • Stripe Connect Terms: Payment processing services for Vendors on Plan Zinnia are provided by Stripe and are subject to the Stripe Connected Account Agreement.
  • No Direct Holding of Funds: You acknowledge that Plan Zinnia is not a bank, escrow agent, or money transmitter. All transaction funds are collected, processed, and securely held within the Stripe ecosystem.
  • Immediate Capture on Confirmation: When a Couple requests a booking, a temporary authorization hold is placed on their card. The exact moment you click "Confirm," the Couple's card is fully charged and the funds are captured. If you decline or fail to respond within 24 hours, the hold expires and the funds are released back to the Couple.
  • Stripe Escrow & Verified Payout Release: Once a payment is captured at confirmation, the funds are held securely by Stripe under an escrow hold program directed by Plan Zinnia. Funds (minus Plan Zinnia transaction fees and Stripe processing costs) are released from Stripe escrow to your connected bank account 24 hours following the "Verified Event Date."
  • Definition of Verified Event Date: The "Verified Event Date" is defined as the calendar date of the wedding event as specified in the platform booking confirmation record, provided that Plan Zinnia has not received a formal written dispute notification from the Couple via the platform help desk within twenty-four (24) hours of the scheduled conclusion of said event.
  • Off-Platform Exclusion: For Listing-Only accounts, Plan Zinnia maintains zero control, visibility, or tracking over payments. You assume all risk and liability for any funds, contracts, or deposits collected directly from Couples off-platform.

8. Booking Requests & Responsibilities

(Applies exclusively to accounts utilizing Booking Services)

  • The 24-Hour Rule: You have exactly 24 hours from the transmission of a booking request notification to formally accept or decline it via the Platform dashboard. Unanswered requests expire automatically at the 24-hour mark.
  • Performance Metrics: Consistently allowing requests to expire or maintaining a pattern of high cancellation/rejection rates damages Platform health and may result in immediate storefront downgrades, search placement penalties, or account suspension subject to the informational notice rules herein.

9. Cancellations, Refunds, & Chargeback Liability

For Off-Platform / Listing-Only Bookings

All cancellations, chargebacks, financial disputes, and refunds for business interactions initiated via Listing-Only profiles must be handled completely independently between the Vendor and the Couple. Plan Zinnia assumes no responsibility, liability, or handling role for off-platform financial transactions.

For On-Platform / Booking Services Transactions

Once a booking is confirmed and payment is captured by Stripe, the transaction is subject to the following rules:

  • Vendor-Initiated Cancellations: If you cancel a confirmed booking due to an emergency or force majeure, you must immediately notify Plan Zinnia and the Couple, and authorize an immediate 100% refund of all platform captures to the Couple from the Stripe escrow pool.
  • Couple-Initiated Cancellations: Cancellations requested by Couples are subject to the following marketplace tiers, calculated relative to the scheduled event date:
    • More than 6 months prior: 100% Refund to the Couple.
    • Between 3 and 6 months prior: 50% Refund to the Couple; 50% payouts released early from Stripe escrow to the Vendor (minus platform fees).
    • Less than 3 months prior: 0% Refund to the Couple; 100% payouts remain locked in Stripe escrow and are released to the Vendor 24 hours following the Verified Event Date.
  • Chargeback Indemnity: You assume full financial liability for any credit card disputes or bank chargebacks associated with your bookings. If Stripe claws back the funds from escrow or assesses dispute penalties against Plan Zinnia, you agree to immediately reimburse Plan Zinnia for the full disputed amount or authorize us to deduct the deficiency from your future platform payouts.

10. Account Conduct, Fee Avoidance, & Structural Suspension

Plan Zinnia reserves the unilateral right to pause, restrict, suspend, or permanently terminate your access to the Platform without prior liability if we determine, in our sole discretion, that you have:

  • Provided fraudulent, inaccurate, outdated, or misleading registry data.
  • Violated any local, state, or federal laws, or lacked the required operating licenses.
  • Fee Avoidance / Platform Routing Rule: Attempted to circumvent the Platform by explicitly soliciting Couples discovered via Plan Zinnia to book with you directly off-platform to avoid transaction fees while on a transactional premium plan. This provision serves strictly as an operational transaction routing mechanism for platform software usage and is not a restrictive labor covenant or non-solicitation agreement under the Illinois Freedom to Work Act (820 ILCS 90/).
  • Received unresolved, substantiated complaints from Couples regarding service quality or professionalism.

11. Platform Dispute Mediation

  • Limited Mediation Role: For transactions fully executed via Booking Services, Plan Zinnia may choose to act as an informal mediator to protect platform integrity.
  • Finality of Platform Decisions: You agree that Plan Zinnia's evaluation of booking records, timestamp data, and chat history is final and binding strictly regarding the allocation, withholding, or refunding of platform transactions held within Stripe. Plan Zinnia will not mediate any disputes for bookings initiated off-platform under a Listing-Only tier.
  • No Service Liability: Plan Zinnia explicitly disclaims all liability concerning the underlying quality, safety, legality, timing, or failure of any wedding service delivered by you.

12. Intellectual Property & Content Licenses

  • Your Content: You retain full ownership of all text, business branding, portfolios, and photographs uploaded to your storefront.
  • Marketing License: By publishing content on Plan Zinnia, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable right and license to host, display, copy, format, modify, crop, and utilize your media files to promote your storefront and market the Plan Zinnia brand across digital channels, social networks, and print materials.

13. Disclaimer of Warranties & Enforceable Limitation of Liability

  • "As-Is" Venue: The Platform is provided on an "As-Is" and "As-Available" basis. Plan Zinnia makes no guarantees regarding the volume of traffic, customer leads, bookings, or revenue you will generate by participating in the marketplace.
  • Liability Cap: To the maximum extent permitted by law, Plan Zinnia shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including lost profits, data loss, or wedding disruption costs. Our maximum aggregate liability to you for any legal claim arising out of or relating to this agreement shall not exceed the total fees actually retained by Plan Zinnia from your account during the three (3) months immediately preceding the event giving rise to the claim. Nothing in this section shall limit liability for gross negligence, willful misconduct, or intentional torts where prohibited by Illinois law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Zinnia Events LLC, its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable attorney fees) arising out of or connecting to: (a) your breach of any representation or warranty in this agreement; (b) your tax liabilities; or (c) personal injury, property damage, or contractual disputes caused directly by your execution or performance of wedding services for a Couple.

15. Governing Law & Dispute Resolution

This Agreement, its interpretation, and any legal defaults arising under it shall be governed exclusively by the laws of the State of Illinois, without regard to conflict of law rules. Any formal legal action, lawsuit, or judicial proceeding permitted under this agreement shall be brought exclusively in the state or federal courts located within Cook County, Illinois, and both parties explicitly consent to personal jurisdiction there.

16. Amendments & Vendor Termination Rights

Plan Zinnia reserves the right to amend or update these terms at any time. If an amendment materially alters your rights, reduces your payout structures, or increases your financial fee obligations, we will notify you via your account email at least 30 days prior to the changes taking effect. If you do not agree to the material modifications, you have the absolute right to terminate this Agreement and close your account without penalty during the 30-day notice window. Your continued use of the Platform after the 30-day notice window constitutes absolute acceptance of the updated terms.

17. Contact & Corporate Identity

For notices or questions regarding these terms, please contact:

Zinnia Events LLC d/b/a Plan Zinnia 1601 Dempster Street, Evanston, IL 60201 Legal Notices Email: info@planzinnia.co Corporate Site: planzinnia.com