Vendor Terms and Agreement
Effective Date: October 27, 2025
These Vendor Terms of Service (the “Terms”) describe the terms and conditions governing participation by vendors, venues, and service providers (collectively, “Vendors,” “you,” or “your”) in the services offered by Novela Company Inc. (“Novela,” “we,” “us,” or “our”). These Terms apply to all websites, mobile applications, and related services owned and operated by Novela that link to these Terms, including associated online and offline offerings (collectively, the “Services”).
By creating a Vendor account, listing your business, communicating with couples or clients, or receiving leads or bookings through Novela, you agree to be bound by these Terms and by Novela’s general Terms of Service and Privacy Policy, which are incorporated herein by reference.
If you do not agree, you may not access or use the Services.
1. Acceptance of Terms and Modifications
By using the Services, you confirm your agreement to these Terms and acknowledge that Novela may update or modify these Terms at any time, in its sole discretion. Changes become effective when posted to the Services. Continued use constitutes your acceptance of the revised Terms.
2. The Services and Vendor Eligibility
Through the Services, Novela offers a digital community and marketplace connecting couples (“Members”) planning weddings and related events with Vendors offering products or services for such events.
The Services are available only to legally formed business entities and individuals at least 18 years old who are authorized to enter binding contracts.
By registering as a Vendor, you represent and warrant that:
(a) you have the authority to bind your company or organization to these Terms;
(b) all information you provide is accurate, current, and complete; and
(c) you will maintain all required business licenses, insurance, and legal compliance for your operations.
3. Neutral Venue
Novela operates solely as a neutral digital platform facilitating introductions and communication between Members and Vendors.
Novela is not a party to any contract between Members and Vendors, and does not control or guarantee:
- the quality, safety, legality, or accuracy of Vendor services;
- the ability of Vendors to perform; or
- the ability of Members to pay.
Vendors are independent businesses, not agents or representatives of Novela.
4. Vendor Participation and Fees
a. Single Vendor Tier
Novela offers a single standard participation tier for Vendors. There are no listing fees, subscription fees, or lead-purchase fees.
b. Referral Fees
Vendors agree to pay Novela a 10% referral fee on the Net Contract Value of any booking facilitated through the Services.
- “Booking” means any binding agreement or transaction, whether written, electronic, or verbal, in which a Vendor agrees to provide goods or services to a Member introduced or connected through Novela.
- “Net Contract Value” means the total contract amount due from the Member, excluding taxes, third-party transaction fees, shipping costs, or bona fide refunds actually issued to the Member.
This referral fee applies to all bookings facilitated through the platform, and is required for all Novela-sourced leads.
Referral fees are collected directly from the Member’s initial deposit payment processed through Novela. Novela will withhold its ten percent (10%) referral fee from that deposit and remit the remaining ninety percent (90%) to the Vendor. No additional referral fees are charged on subsequent payments, provided Novela has collected its full fee from the deposit.
c. Collection of Fees
Referral fees are due upon the earlier of (i) execution of a booking through Novela, or (ii) receipt of initial payment from the Member. Novela may issue invoices, automatically charge a stored payment method, or offset referral fees against future payments.
Unpaid balances may accrue interest at 2.0% per month or the maximum rate allowed by law, and Vendors are responsible for reasonable costs of collection, including attorneys’ fees.
5. Mandatory On-Platform Communications and Bookings
a. On-Platform Requirement
All messages, proposals, pricing, and communications with Members introduced through Novela must remain on the Novela platform until the booking is fully executed and initial payment is received through Novela.
b. Non-Circumvention
Vendors are strictly prohibited from:
- Soliciting or encouraging Members to communicate or transact off-platform;
- Sharing personal contact information (e.g., email addresses, phone numbers, external links, QR codes, or forms) before booking;
- Accepting or processing payments for Novela-introduced clients outside the platform; or
- Circumventing or attempting to avoid the referral fee.
c. Attribution Period
If a Vendor completes a booking with a Member who first contacted or was introduced via Novela within 24 months of that introduction, the transaction shall be deemed a Novela-facilitated booking, and the 10% referral fee shall apply.
d. Enforcement
Violating this Section constitutes a material breach of these Terms and may result in immediate suspension or permanent ban from the Services, loss of access to leads, removal of listings, and liability for unpaid fees and damages.
6. Vendor Conduct and Obligations
Vendors agree to:
- Maintain accurate listings, pricing, and availability;
- Provide services in a professional, lawful, and ethical manner;
- Comply with all applicable federal, state, and local laws;
- Avoid false, misleading, or defamatory statements about Novela, Members, or other Vendors;
- Respect Novela’s Nondiscrimination Policy and community standards; and
- Refrain from spam, harassment, or any conduct that undermines Member trust.
Novela may review, moderate, or remove Vendor content or listings that violate these Terms.
7. Account, Passwords, and Security
To access the Services, Vendors must register an account and maintain secure login credentials. You are responsible for all activities under your account and for keeping your account information current.
Novela is not liable for loss or damage arising from your failure to protect account credentials or maintain accurate business information.
8. Intellectual Property and Content
All intellectual property in the Services—including logos, trade names, designs, and proprietary software—is owned or licensed by Novela.
By submitting content (e.g., photos, descriptions, pricing), you grant Novela a worldwide, royalty-free, nonexclusive license to use, display, reproduce, and distribute such content to operate and promote the Services.
You represent and warrant that you have all necessary rights to grant this license and that your content does not infringe any third party’s rights.
9. Fees, Payments, and Taxes
Vendors are responsible for paying all referral fees and applicable taxes associated with their use of the Services.
Novela may collect payments via third-party payment processors (e.g., Stripe). All transactions are subject to the processor’s terms and conditions.
Novela is not responsible for errors, chargebacks, or processing delays caused by third parties.
10. Suspension or Termination
Novela may suspend or terminate a Vendor’s access to the Services, remove listings, and withhold payments if the Vendor:
- Violates these Terms or other Novela policies;
- Attempts to take Novela-sourced clients off-platform;
- Fails to pay referral fees when due; or
- Engages in unlawful, fraudulent, or harmful conduct.
Termination is at Novela’s sole discretion and may be permanent. Vendors remain liable for accrued obligations and unpaid fees.
Upon termination, Novela may retain and display Vendor directory information, reviews, and historical data as part of the Services.
11. Nondiscrimination Policy
Vendors must not discriminate based on any legally protected characteristic, including race, color, religion, gender, national origin, disability, sexual orientation, or marital status.
Violations may result in suspension or permanent removal from the platform.
12. Limitation of Liability
To the maximum extent permitted by law:
- The Services are provided “as is” and without warranties of any kind.
- Novela’s total liability for any claim arising under these Terms shall not exceed the greater of $100 or the total referral fees paid by the Vendor in the 12 months preceding the claim.
- Novela shall not be liable for indirect, consequential, or punitive damages.
13. Indemnification
You agree to indemnify, defend, and hold harmless Novela and its affiliates from all claims, losses, or damages arising from:
(a) your services or interactions with Members;
(b) your breach of these Terms; or
(c) your violation of law or third-party rights.
14. Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
Any disputes will first be addressed through good-faith negotiation. If unresolved within 60 days, disputes shall be settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules.
Arbitration will occur in Delaware, unless otherwise required by law.
Class or collective actions are not permitted. Each party may bring claims only in its individual capacity.
15. Modifications to the Services
Novela reserves the right to modify, suspend, or discontinue any aspect of the Services, including features or functionality, at any time without notice.
Novela is not responsible for lost data or interruptions resulting from such changes.
16. Entire Agreement
These Vendor Terms, together with Novela’s general Terms of Service and Privacy Policy, constitute the complete and exclusive agreement between the parties regarding Vendor participation in the Services and supersede all prior agreements or understandings, written or oral, relating to the same subject matter.
17. Contact
For questions or notices regarding these Terms, please contact:
Novela Company Inc.
107 W. Market Street
Charlottesville, VA 22902
Email: hello@novelaweddings.com
By registering as a Vendor or continuing to use the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Exhibit A – Referral Fee Addendum
This Referral Fee Addendum (“Addendum”) forms part of, and is incorporated into, the Novela Vendor Terms of Service (the “Agreement”) between Novela Company Inc. (“Novela”) and the undersigned Vendor (“Vendor”). Capitalized terms have the meanings set forth in the Agreement unless otherwise defined herein.
1. Purpose
This Addendum clarifies the calculation, timing, and collection method of the 10% referral fee owed to Novela for bookings facilitated through the Novela platform.
2. Referral Fee Calculation
(a) Amount. The referral fee equals ten percent (10%) of the Net Contract Value of each booking facilitated through the Services.
(b) Net Contract Value means the total amount payable by the Member under the initial contract, excluding taxes, third-party transaction fees, and any bona fide refunds actually issued to the Member.
(c) The referral fee is calculated based on the full contract value as agreed between the Vendor and the Member at the time of booking.
3. Fee Collection Method
(a) Deposit Payment Deduction. Novela will collect the Member’s initial deposit payment (or equivalent first payment) through the platform.
(b) From that deposit, Novela will withhold the full 10% referral fee owed on the booking and remit the remaining 90% to the Vendor.
(c) Subsequent payments (e.g., progress or final balances paid directly between the Member and Vendor) are not subject to additional referral fees, provided the full 10% fee was collected from the deposit.
(d) In the event the deposit is later refunded to the Member, Novela will adjust or credit the referral fee proportionally, consistent with Section 4(c) of the Vendor Terms of Service.
4. Invoices and Records
Novela will issue a statement or invoice reflecting each referral fee withheld from a Member payment. Vendors agree to maintain accurate records of all bookings and to provide reasonable documentation upon request to verify compliance.
5. Disputes
Any disputes regarding referral fee amounts or timing shall be resolved under the Dispute Resolution provisions of the Vendor Terms of Service.
6. Amendment
Novela may update this Addendum with notice to Vendors. Continued use of the Services after the effective date of such updates constitutes acceptance.