VL COLLECTIVE LLC

EVENT BOOKING & VENUE PARTNERSHIP TERMS

These Event Booking & Venue Partnership Terms (“Agreement”) apply to all events booked, hosted, produced, coordinated, marketed, or operated through VL Collective LLC, including all current and future brands, trade names, and DBAs, including but not limited to 616, 616 Pilates, EATGainesville, Moose Matcha, @vickiiliu, and any other brand owned or operated by VL Collective LLC (collectively, “VL Collective”).

The business, property owner, hotel, venue, organization, or other entity booking or hosting the applicable event is referred to in this Agreement as the “Venue.”

The applicable invoice, booking confirmation, proposal, order form, or similar event-specific document issued or approved by VL Collective is referred to as the “Event Confirmation.”

The Event Confirmation will identify the applicable event details, which may include the event date, location, total Event Payment, services, participant capacity, included items, add-ons, payment requirements, and other event-specific terms.

By accepting these Terms, completing an online booking, submitting payment, approving an Event Confirmation, electronically signing, or otherwise confirming the event through VL Collective’s booking process, the Venue agrees to be legally bound by this Agreement.

If an Event Confirmation conflicts with this Agreement, the Event Confirmation will control with respect to the specific event date, time, location, pricing, participant capacity, included services, and other expressly stated event-specific commercial terms. This Agreement will otherwise control unless the Event Confirmation expressly modifies a provision of this Agreement.

1. EVENT SERVICES

VL Collective will coordinate, market, produce, and/or host the booked event in accordance with the applicable Event Confirmation.

Services may include, as applicable:

1. event concept development and planning;
2. fitness or Pilates instruction;
3. instructors, contractors, or event staff;
4. participant registration management;
5. event operations;
6. social media promotion;
7. photography or videography;
8. sponsor or vendor coordination;
9. wellness experiences;
10. food or beverage activations;
11. merchandise or branded products; and
12. other services expressly included in the Event Confirmation.

VL Collective retains creative and operational control over its programming and reserves the right to determine or approve event programming, instructors, staffing, schedules, branding, layouts, participating sponsors and vendors, music, promotional materials, registration procedures, and event logistics.

VL Collective may make reasonable changes to programming, timing, staffing, instructors, vendors, sponsors, products, or logistics when reasonably necessary for participant safety, weather, operational requirements, event quality, staffing considerations, or legitimate business purposes.

Reasonable substitutions or modifications do not constitute cancellation of the event.

2. FULL EVENT PAYMENT

The full Event Payment stated on the applicable Event Confirmation must be paid in full to reserve and confirm the event date.

VL Collective is not required to hold or reserve an event date while payment is pending.

The Event Confirmation will specify:

1. the total Event Payment;
2. the number of participants included;
3. the services and event elements included;
4. any products, amenities, or add-ons included; and
5. any other event-specific terms.

The Venue is responsible for reviewing the Event Confirmation before submitting payment.

By submitting payment, the Venue acknowledges and accepts the services, participant capacity, event inclusions, pricing, and other terms stated in the applicable Event Confirmation.

ALL EVENT PAYMENTS ARE NON-REFUNDABLE.

The Venue acknowledges that payment is made in consideration of VL Collective:

1. reserving the event date;
2. committing instructors, staff, contractors, and operational resources;
3. beginning planning, marketing, preparation, and coordination;
4. reserving inventory, products, equipment, and event resources where applicable; and
5. potentially declining other events, clients, or business opportunities for the reserved date.

Accordingly, all payments made to VL Collective are final and non-refundable once submitted.

This applies regardless of whether the Venue later:

1. cancels the event;
2. requests to reschedule;
3. changes its plans;
4. reduces attendance;
5. fails to fill the included participant capacity;
6. elects not to use an included service;
7. experiences staffing, scheduling, budget, management, or operational changes; or
8. otherwise chooses not to proceed as originally planned.

Unused participant capacity, unused services, unused products, or unused event time do not create a monetary credit or reimbursement.

3. ADDITIONAL SERVICES & CHARGES

The Event Payment covers only the participant capacity, services, products, and event elements expressly identified in the applicable Event Confirmation.

Additional charges may apply for requested services including, but not limited to:

1. increased participant capacity;
2. additional instructors or staff;
3. extended event time;
4. custom branding;
5. custom programming;
6. premium participant experiences;
7. equipment or rentals;
8. décor or florals;
9. merchandise;
10. Pilates mats or props;
11. towels;
12. food or beverages;
13. Moose Matcha products or services;
14. photography or videography;
15. additional marketing deliverables;
16. transportation;
17. permits;
18. additional insurance requirements; or
19. third-party vendor expenses.

Any participants beyond the capacity stated in the Event Confirmation require VL Collective’s prior approval and may require additional payment.

Unless otherwise stated on the applicable invoice, additional invoices are due within seven (7) calendar days of issuance.

All additional payments made in connection with the event are also non-refundable.

Past-due balances may be subject to a one-time late fee equal to ten percent (10%) of the outstanding balance, to the fullest extent permitted by applicable law.

The Venue is also responsible for reasonable collection costs and other amounts recoverable under this Agreement or applicable law.

4. PARTICIPANT REGISTRATION

VL Collective will control participant registration unless otherwise expressly approved in writing.

The number of participants included in the booking will be stated in the applicable Event Confirmation.

The Venue may not independently sell, transfer, distribute, promise, or otherwise provide admission beyond the agreed participant capacity without VL Collective’s prior written approval.

Additional participants require advance approval and may require additional payment.

Unless expressly stated otherwise in the Event Confirmation, participation is limited to individuals eighteen (18) years of age or older.

All participants, including participants whose registration is paid for, sponsored, or otherwise covered by the Venue, may be required to:

1. register through VL Collective’s designated registration system;
2. provide accurate participant information;
3. maintain a valid payment method on file where required;
4. accept applicable participant terms;
5. execute VL Collective’s liability waiver, release of claims, media release, allergy disclosure, and other required participant documentation; and
6. comply with applicable event rules.

VL Collective may deny participation to any individual who fails to complete required registration documents or waivers.

Participants who fail to attend without properly cancelling under the applicable participant cancellation policy may be charged the applicable No-Show Fee.

Unless otherwise approved by VL Collective, participant registration closes at least forty-eight (48) hours before the event and may close earlier because of capacity or operational requirements.

Same-day registration is not permitted unless expressly authorized by VL Collective.

Waitlist availability, placement, and admission are determined by VL Collective.

Failure to reach the maximum included participant capacity does not reduce the Event Payment.

5. PARTICIPANT SAFETY, WAIVERS & ASSUMPTION OF RISK

All participants engaging in Pilates, fitness, movement, wellness, or other physical activity must accept VL Collective’s then-current participant liability waiver and assumption-of-risk terms before participating.

The Venue acknowledges that physical activity involves inherent risks, including falls, strains, sprains, joint injuries, aggravation of pre-existing conditions, dizziness, illness, allergic reactions, and other physical injury.

VL Collective may refuse, pause, or discontinue an individual’s participation when VL Collective reasonably believes participation presents a safety concern.

The Venue may not alter, waive, replace, or make representations inconsistent with VL Collective’s participant registration, safety, or waiver requirements.

6. FOOD, BEVERAGE & ALLERGY RESPONSIBILITIES

Events may include food, beverages, samples, matcha, wellness products, or other consumable products supplied by VL Collective, the Venue, event sponsors, independent vendors, or other third parties.

Each party is responsible for food and beverage products that it directly prepares, supplies, sells, or serves.

The Venue is responsible for ensuring that food or beverage service provided by the Venue complies with applicable licensing, food safety, health, and alcohol laws.

Participants remain responsible for determining whether any food, beverage, ingredient, sample, or product is appropriate for their individual allergies, dietary restrictions, sensitivities, medical conditions, or personal needs.

VL Collective does not represent or guarantee that food or beverages will be completely free from allergens or cross-contact.

If alcohol is served, sold, or otherwise made available by the Venue or another third party, the Venue or applicable alcohol provider is solely responsible for licensing, age verification, service, supervision, and compliance with applicable alcohol laws unless VL Collective expressly agrees otherwise in writing.

7. VENUE RESPONSIBILITIES

The Venue agrees to provide a clean, safe, legally compliant, and reasonably suitable event space.

Unless otherwise agreed in writing, the Venue is responsible for providing:

1. reasonable setup and breakdown access;
2. functioning restroom facilities;
3. utilities and amenities represented as available;
4. accurate parking and access information;
5. adequate lighting;
6. reasonably safe floors, walkways, stairs, entrances, and exits;
7. compliance with occupancy and fire safety requirements;
8. appropriate climate control for indoor programming;
9. any security required by the Venue;
10. legally required accessibility; and
11. access to the agreed event area during the scheduled event period.

Before booking, the Venue must disclose any known:

1. food or beverage restrictions;
2. exclusive catering agreements;
3. outside-vendor restrictions;
4. music or noise restrictions;
5. photography or filming restrictions;
6. construction;
7. competing events;
8. access restrictions;
9. permit requirements;
10. sponsor limitations; or
11. other conditions reasonably likely to affect the event.

The Venue may not materially relocate the event, reduce the agreed event space, restrict previously approved activities, or impose new material requirements after booking without VL Collective’s approval.

If the Venue knew or reasonably should have known of a material restriction before booking but failed to disclose it, any resulting modification, rescheduling, or cancellation remains subject to this Agreement, including its non-refundable payment provisions.

Each party is responsible for permits, licenses, and approvals legally applicable to the services that party directly provides unless otherwise stated in the Event Confirmation.

8. PROPERTY DAMAGE

Each party is responsible for property damage to the extent caused by the negligent or wrongful acts of that party or its employees, contractors, or representatives.

The Venue remains responsible for pre-existing conditions and ordinary maintenance of its property.

VL Collective is not responsible for ordinary wear and tear or damage caused by Venue personnel, attendees, unrelated third parties, weather, pre-existing conditions, or circumstances outside VL Collective’s reasonable control.

Any Venue claim for property damage allegedly caused by VL Collective must be submitted in writing with reasonable supporting documentation within five (5) calendar days following the event.

9. THIRD-PARTY VENDORS, SPONSORS & COLLABORATORS

VL Collective may invite, approve, or coordinate participating sponsors, vendors, photographers, beverage providers, instructors, wellness providers, or other collaborators.

Unless expressly stated otherwise, third-party providers remain independent businesses or contractors and are not employees, partners, or joint venturers of VL Collective.

VL Collective may approve or reject proposed participating vendors, sponsors, products, activations, displays, or collaborations when reasonably necessary to protect event quality, participant safety, VL Collective branding, exclusivity commitments, or existing partnerships.

The Venue may not add sponsors, commercial vendors, promotional activations, third-party sales activities, or branded displays to a VL Collective event without VL Collective’s prior written approval.

10. MARKETING & BRANDING

The Venue grants VL Collective a non-exclusive right to use the Venue’s name, approved logo, property imagery, and event-related information in connection with producing, marketing, documenting, and promoting the event.

The Venue represents that it has authority to grant those rights.

Neither party may materially alter the other party’s trademarks or falsely imply an endorsement beyond the applicable event collaboration.

VL Collective retains control over the presentation of its brands, including 616, 616 Pilates, EATGainesville, Moose Matcha, @vickiiliu, and other VL Collective brands.

Any guaranteed marketing deliverables must be expressly stated in the Event Confirmation.

Unless expressly guaranteed in writing, VL Collective does not guarantee any particular number of impressions, views, engagements, registrations, attendees, conversions, media placements, or other marketing result.

11. PHOTOGRAPHY, VIDEO & EVENT CONTENT

The Venue authorizes VL Collective and its photographers, videographers, employees, contractors, and authorized partners to photograph, film, and otherwise record the event and agreed event spaces.

Subject to applicable participant releases, VL Collective may use event photographs, videos, audio recordings, graphics, and other event content for advertising, social media, websites, press, portfolios, promotional campaigns, future event promotion, and other legitimate business purposes.

Original photographs, videos, graphics, templates, promotional materials, campaign concepts, and other creative assets created by or for VL Collective remain the property of VL Collective or the applicable content creator.

The Venue may repost publicly released VL Collective event content for organic promotion of the collaboration, provided that VL Collective is appropriately credited and the content is not materially altered.

Paid advertising, resale, commercial licensing, sublicensing, or other commercial exploitation of VL Collective-owned content requires separate written authorization.

12. VENUE-REQUESTED RESCHEDULING

Venue-requested rescheduling must be submitted in writing at least fourteen (14) calendar days before the scheduled event.

All Venue-requested rescheduling is:

1. subject to VL Collective’s approval;
2. subject to VL Collective’s existing event calendar, instructor availability, staffing, vendor commitments, and operational availability; and
3. subject to a $350.00 administrative rescheduling fee.

The $350.00 rescheduling fee must be paid in full before a replacement date is considered confirmed.

The rescheduling fee is non-refundable.

VL Collective will make reasonable good-faith efforts to identify an alternative date that works for both parties. However, rescheduling is not guaranteed, and VL Collective is not responsible if its calendar is fully booked or if no mutually acceptable date is available.

Unless otherwise approved by VL Collective, the replacement event should occur within fourteen (14) calendar days of the original event date.

If VL Collective has reasonable availability during that fourteen-day period but the Venue is unable or unwilling to accept the dates offered, VL Collective is not required to extend the rescheduling period.

If VL Collective has no reasonable availability during that fourteen-day period, VL Collective may offer its next reasonably available date outside that period.

The Venue acknowledges that previously scheduled events, instructor availability, staffing limitations, vendor commitments, seasonal demand, and other operational considerations may limit available replacement dates.

A rescheduling request made fewer than fourteen (14) calendar days before the scheduled event may be treated as a Venue cancellation unless VL Collective elects, in its sole discretion, to approve the rescheduling.

Only one Venue-requested reschedule is permitted unless VL Collective approves otherwise in writing.

Any non-refundable or non-transferable third-party expenses, custom products, merchandise, décor, florals, food, beverages, rentals, staffing commitments, or other event-specific costs already incurred remain payable regardless of rescheduling.

If the Venue ultimately elects not to proceed with the rescheduled event, the matter will be treated as a Venue cancellation under Section 13.

13. VENUE CANCELLATION

All Event Payments are non-refundable for any Venue-initiated cancellation.

If the Venue cancels the event, VL Collective will retain all amounts previously paid.

The Venue also remains responsible for any unpaid, non-cancellable, non-transferable, or event-specific costs VL Collective has reasonably incurred or committed to in reliance on the booking, including, where applicable:

1. custom products or materials;
2. instructor or staffing commitments;
3. third-party vendors;
4. rentals;
5. merchandise;
6. food or beverage commitments;
7. décor or florals; and
8. other documented event-specific expenses.

VL Collective will not charge the Venue twice for the same expense. Additional cancellation-related amounts apply only to costs not already covered by amounts previously paid.

Venue cancellation does not entitle the Venue to a future event credit, transfer, replacement booking, or reimbursement.

Any accommodation voluntarily offered by VL Collective is discretionary and does not create an obligation to provide the same accommodation in another matter.

14. CANCELLATION OR RESCHEDULING BY VL COLLECTIVE

VL Collective may substitute an instructor, staff member, vendor, product, schedule element, or similar component when reasonably necessary without constituting cancellation of the event, provided that the event remains materially consistent with the services purchased.

If VL Collective is unable to conduct the event on the originally scheduled date for any reason, including a reason within VL Collective’s reasonable control, the event will be rescheduled to a mutually agreed-upon future date, subject to availability.

All amounts previously paid will remain non-refundable and will be applied toward the rescheduled event.

No additional $350.00 Venue rescheduling fee will apply when the date change is initiated by VL Collective.

VL Collective will make reasonable good-faith efforts to identify a replacement date that works for both parties.

The Venue acknowledges that availability may be limited by previously scheduled events, instructor availability, staffing, vendor commitments, seasonal demand, or other operational considerations.

VL Collective may offer one or more reasonably available replacement dates.

If the Venue is unable or unwilling to accept replacement dates reasonably offered by VL Collective, the Venue will not be entitled to reimbursement, monetary credit, payment reversal, or cancellation of an otherwise valid payment obligation.

Rescheduling is the Venue’s exclusive contractual remedy when VL Collective is unable to conduct the event on the originally scheduled date.

All payments remain non-refundable when the event date must be changed.

15. WEATHER & FORCE MAJEURE

VL Collective may modify, delay, relocate, shorten, or reschedule an event when reasonably necessary because of:

1. severe weather;
2. lightning;
3. unsafe temperatures or outdoor conditions;
4. hurricanes, tropical storms, flooding, or natural disasters;
5. government restrictions;
6. campus or property closure;
7. public emergencies;
8. utility interruption;
9. transportation disruption;
10. civil disturbance;
11. acts of God; or
12. other circumstances outside VL Collective’s reasonable control.

VL Collective retains the right to determine whether conditions are reasonably safe for VL Collective programming, instructors, staff, and participants.

If an indoor or alternative backup location has been approved, VL Collective may relocate programming rather than reschedule the event.

When an event cannot reasonably or safely proceed, VL Collective will make reasonable good-faith efforts to reschedule the event.

All amounts previously paid remain non-refundable and will be applied toward the rescheduled event.

The Venue remains responsible for third-party or event-specific costs that cannot be transferred, reused, cancelled, or otherwise applied to the replacement event and must be repurchased or recommitted.

Unless otherwise approved by VL Collective, a force-majeure rescheduled event should occur within ninety (90) calendar days, subject to availability.

If the Venue independently elects not to proceed because of anticipated weather when VL Collective reasonably determines that the event can safely proceed as planned or through an available backup arrangement, the Venue’s decision may be treated as a Venue cancellation or Venue-requested rescheduling under this Agreement.

16. INSURANCE

The Venue is responsible for maintaining commercially reasonable insurance appropriate for its property and operations, including general liability insurance.

If alcohol is supplied or served by the Venue or another provider engaged by the Venue, the Venue or applicable provider is responsible for maintaining any legally required liquor liability coverage.

Upon reasonable request, the Venue will provide evidence of applicable insurance relating to the event.

Any requirement that VL Collective obtain special coverage or name the Venue as an additional insured must be disclosed and agreed upon before booking or stated in the Event Confirmation.

Each party remains responsible for insurance relating to its own business operations, employees, contractors, equipment, and activities.

17. LIABILITY & INDEMNIFICATION

The Venue is responsible for the condition, maintenance, and safety of its premises and for the acts and omissions of Venue personnel and contractors.

To the fullest extent permitted by law, the Venue agrees to defend, indemnify, and hold harmless VL Collective LLC, its owners, members, officers, employees, contractors, instructors, affiliates, participating brands, sponsors, volunteers, successors, assigns, and current and future DBAs from third-party claims, damages, liabilities, losses, judgments, costs, and expenses to the extent arising out of or caused by:

1. unsafe or defective conditions of the Venue;
2. the negligent or wrongful acts or omissions of the Venue;
3. the negligent or wrongful acts or omissions of Venue employees or contractors;
4. food or beverages prepared or supplied by the Venue;
5. alcohol supplied or served by the Venue or providers engaged by the Venue;
6. the Venue’s violation of applicable law;
7. the Venue’s breach of this Agreement; or
8. unauthorized representations made by the Venue regarding VL Collective or the event.

The Venue is not required under this Section to indemnify VL Collective to the extent a claim is caused by the negligence, gross negligence, or willful misconduct of VL Collective.

To the fullest extent permitted by law, VL Collective’s aggregate liability arising out of the applicable event will not exceed the amount actually paid by the Venue to VL Collective for that event.

To the fullest extent permitted by law, VL Collective will not be liable for lost profits, lost business opportunities, loss of goodwill, reputational harm, or indirect, incidental, consequential, special, exemplary, or punitive damages.

Nothing in this Agreement limits liability to the extent such limitation is prohibited by applicable law.

18. NO GUARANTEE OF ATTENDANCE OR RESULTS

VL Collective will use commercially reasonable efforts to provide the services included in the Event Confirmation.

Unless expressly guaranteed in writing, VL Collective does not guarantee:

1. a particular number of attendees;
2. event sellout;
3. social media reach or engagement;
4. influencer participation;
5. press or media coverage;
6. sales or revenue;
7. customer acquisition;
8. future bookings; or
9. any specific financial, promotional, or marketing result.

Attendance and event performance may be affected by participant cancellations, weather, competing events, social media performance, market conditions, and circumstances outside VL Collective’s reasonable control.

A lower-than-anticipated turnout or other failure to achieve an anticipated marketing or attendance result does not affect the Venue’s payment obligations.

19. PAYMENT DISPUTES & CHARGEBACKS

The Venue agrees to contact VL Collective and provide VL Collective a reasonable opportunity to investigate and address any billing concern before initiating a chargeback, payment reversal, or payment dispute.

The Venue acknowledges that all payments are non-refundable pursuant to this Agreement.

A chargeback, payment reversal, or payment processor decision does not independently determine the parties’ contractual rights or eliminate an otherwise valid payment obligation.

If a payment is reversed despite an amount remaining contractually due, the Venue remains responsible for the unpaid amount together with any applicable late fees, chargeback fees actually assessed to VL Collective, and reasonable collection costs recoverable under this Agreement or applicable law.

VL Collective may suspend future bookings or services while any properly due balance remains unpaid.

20. INDEPENDENT PARTIES

Nothing in this Agreement creates a legal partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency relationship between VL Collective and the Venue.

The words “partnership,” “partner,” or “collaboration” used in promotional materials describe the parties’ event or marketing collaboration only and do not create a legal partnership or joint venture.

Neither party has authority to legally bind the other unless expressly authorized in writing.

21. NOTICES & GENERAL TERMS

Any cancellation, rescheduling request, material event change, or other formal notice under this Agreement must be made in writing through VL Collective’s booking platform, designated email address, or another written method acknowledged by VL Collective.

The Venue may not assign or transfer an event booking to another person, business, property, or event location without VL Collective’s written approval.

Failure by either party to enforce a provision on one occasion does not waive that party’s right to enforce it later.

If any provision is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted by applicable law, and the remaining provisions will remain in effect.

Headings are provided for convenience and do not affect interpretation.

This Agreement together with the applicable Event Confirmation constitutes the entire agreement between VL Collective and the Venue concerning the applicable event and supersedes prior oral or written communications regarding the same subject matter.

Any amendment to this Agreement or the applicable Event Confirmation must be approved in writing or electronically by authorized representatives of both parties.

Sections concerning payment obligations, non-refundable payments, intellectual property, media rights, liability limitations, indemnification, dispute resolution, and provisions that by their nature should survive will survive completion, cancellation, rescheduling, or termination of the event.

22. GOVERNING LAW, VENUE & ATTORNEYS’ FEES

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.

To the fullest extent permitted by law, any legal action or proceeding arising out of or relating to this Agreement or the applicable event must be brought exclusively in the state or federal courts located in Alachua County, Florida, and each party consents to personal jurisdiction and venue in those courts.

In any legal action to enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs to the extent permitted by applicable law, including fees and costs incurred on appeal.

23. ELECTRONIC COMMUNICATIONS & ACCEPTANCE

The Venue agrees that electronic communications, electronic records, online bookings, electronic checkboxes, digital signatures, invoices, and electronic payment records may be used in connection with the booking.

VL Collective will make these Terms available to the Venue in a form capable of being retained or saved electronically.

By checking the applicable acceptance box, electronically signing, approving an Event Confirmation, submitting payment after presentation of these Terms, or otherwise electronically confirming the booking, the Venue acknowledges that it:

1. has had an opportunity to review this Agreement;
2. has read and understands this Agreement;
3. has reviewed the applicable Event Confirmation;
4. understands that all amounts paid are non-refundable;
5. understands that event rescheduling does not create a right to reimbursement;
6. understands the participant capacity and services included with the booking;
7. has authority to enter into this Agreement on behalf of the Venue; and
8. agrees to be legally bound by this Agreement.

Electronic acceptance and electronic signatures will have the same force and effect as an original handwritten signature to the extent permitted by applicable law.