Standard Vendor Subscription Agreement
WEDZIE INC.
STANDARD VENDOR SUBSCRIPTION AGREEMENT
Effective Date: The date on which the Vendor clicks “Accept” to this Agreement.
This Standard Vendor Subscription Agreement (“Agreement”) is entered into between Wedzie Inc., a corporation incorporated under the laws of the Province of Alberta, Canada (“Wedzie”, “Company”, “we”, “us”, or “our”), and the individual or entity accepting this Agreement (“Vendor”, “you”, or “your”). By clicking “Accept,” Vendor confirms that they have read, understood, and agree to be legally bound by this Agreement.
1. Platform Purpose
Wedzie operates as an online marketplace connecting Vendors across Canada with Clients seeking wedding-related services within Canada. The platform enables Vendors to create business listings, offer preset service packages, provide custom quotes, review, approve, or decline Client booking requests, and, where the Vendor elects to use Wedzie's payment processing functionality, receive payment for confirmed services through Stripe Connect.
Wedzie acts solely as a technology platform. It does not negotiate pricing or service terms, is not a party to Vendor-Client agreements, does not supervise Vendor performance, and does not guarantee bookings, revenue, ranking placement, or service quality. All service agreements and disputes are the sole responsibility of the Vendor and the Client.
Vendor acknowledges that it is solely responsible for complying with all applicable federal, provincial, and municipal laws in Canada relating to its business and services.
2. Subscription Plan
Under the Standard Plan, Vendors may maintain one listing per vendor subcategory. Multiple service locations may be included within a single listing in that subcategory. Additional listings within the same subcategory require a separate Vendor account and subscription.
Wedzie reserves the right to modify subcategories, listing structures, platform features, visibility criteria, and ranking systems at its discretion.
3. Term and Automatic Renewal
This Agreement and the associated subscription begin on the Effective Date and consist of an initial promotional period (if applicable), followed by recurring annual subscription terms.
Subscriptions automatically renew annually at the then-current applicable rate unless otherwise provided under an applicable promotional offer or separate promotional terms, or unless Vendor submits a cancellation prior to the renewal date.
Failure of payment processing may result in suspension or removal of the Vendor listing.
4. Fees and Promotional Pricing
The regular annual subscription fee for the Standard Plan is $240 CAD plus applicable taxes, billed annually.
Wedzie may offer promotional pricing, complimentary trial periods, discounts, price guarantees, or other promotional benefits from time to time. Any such offer may be subject to separate eligibility requirements, terms, conditions, and duration, which will be disclosed to the Vendor at the time of the offer.
Where a Vendor qualifies for a promotional offer, the applicable promotional terms will govern the promotional pricing or benefits provided to that Vendor. Unless otherwise stated in the applicable promotional terms, upon expiry of a promotional period, the Vendor's subscription will continue at the regular subscription rate then applicable to the Standard Plan.
All fees are charged in Canadian Dollars and are subject to applicable taxes based on Vendor location. Vendors are responsible for all applicable taxes related to their subscription and services.
5. No Refund Policy
Vendors may cancel their subscription at any time; however, cancellation becomes effective only at the end of the current paid subscription period. No refunds, prorated refunds, credits, or reimbursements will be issued for any reason, including non-use of the platform.
6. Booking Approvals and Payment Structure
Vendors retain full discretion to review, approve, or decline all booking requests submitted through the Platform.
If a Vendor approves a booking request or provides a custom quote and the parties choose to complete the booking through the Platform, the Client will have forty-eight (48) hours to review the booking summary and complete the required payment through the Platform.
A booking is not confirmed, and no binding service agreement is formed between the Client and Vendor through the Platform, unless and until the Vendor has approved the booking request and the Client’s required payment has been successfully processed.
If the required payment is not successfully processed within forty-eight (48) hours of Vendor approval or issuance of a custom quote, the booking request will expire and the Client must submit a new booking request to proceed.
The required payment will consist of the Vendor-selected deposit amount, Wedzie’s applicable service (platform) fee calculated on the deposit amount, and applicable taxes.
If a deposit is collected, the remaining balance of the Vendor booking amount, Wedzie’s applicable service (platform) fee calculated on the remaining balance, and applicable taxes will be automatically charged thirty (30) days prior to the scheduled service date.
If the booking is being confirmed within thirty (30) days of the scheduled service date, the required payment will consist of the full Vendor booking amount, Wedzie’s applicable service (platform) fee calculated on the full Vendor booking amount, and applicable taxes.
A Vendor must have an active Stripe Connected Account before processing any booking or payment through the Platform. Vendors are not required to connect a Stripe account to create, publish, or maintain an active listing and may instead arrange bookings and payments directly with Clients outside of the Platform.
All payments are processed through Stripe Connect, a third-party payment processor. Wedzie does not collect, receive, hold, or control any funds, and does not act as an escrow agent or guarantee payment for any bookings. Funds from booking transactions are deposited into the Vendor’s connected Stripe account, and payout timing and availability are determined by Stripe.
Client-Initiated Cancellations
If a Client cancels a confirmed booking more than thirty (30) days prior to the scheduled service date:
The Vendor retains the Vendor portion of the non-refundable deposit. Wedzie retains the service (platform) fee, subject to this Agreement, the Terms & Conditions, and applicable law.
Vendor-Initiated Cancellations
If a Vendor cancels a confirmed booking more than thirty (30) days prior to the scheduled service date, the Client will receive a full refund of all amounts paid through Wedzie for the booking, including the Vendor deposit or other Vendor booking amount paid, Wedzie’s service (platform) fee, and applicable taxes.
The Vendor remains responsible for all non-refundable Stripe processing fees associated with the entire original transaction, including processing fees attributable to the Vendor booking amount, Wedzie’s service (platform) fee, and applicable taxes. The Client will not be responsible for payment-processing costs resulting from a Vendor-initiated cancellation.
Cancellations Within Thirty (30) Days
Within thirty (30) days of the scheduled service date, cancellations and refunds are no longer available through the Platform. Any cancellation, rescheduling, refund, or other arrangement must be handled directly between the Vendor and Client and is subject to their agreement and applicable law.
Vendor acknowledges that chargebacks, payment disputes, or reversals may occur and agrees that financial responsibility for such disputes rests solely with the Vendor, except where directly caused by Wedzie’s gross negligence or willful misconduct.
Wedzie has no visibility into or control over Vendor Stripe account settings, payout schedules, or fund availability.
7. Vendor Misconduct and Platform Removal
Wedzie may, in its sole discretion, suspend or terminate Vendor access immediately if Vendor engages in fraudulent activity, misrepresentation, illegal conduct, violations of platform rules, excessive chargebacks, review manipulation, deceptive practices, misuse of the Platform or its payment systems, or actions causing harm to platform users or Wedzie’s reputation.
Vendors may choose to communicate with Clients and complete bookings or accept payment directly outside of the Platform. Where a booking or payment is completed outside of the Platform, Wedzie’s payment processing, cancellation, refund, and payment dispute policies do not apply to that transaction, and any payment, cancellation, refund, or dispute must be handled directly between the Vendor and Client, subject to their agreement and applicable law.
8. Reserve Funds and Payout Holds
Vendor acknowledges that Stripe may place holds, reserves, or restrictions on funds in accordance with its own policies, and Wedzie has no control over such actions. Vendor agrees that Wedzie is not responsible for any delays, holds, or limitations imposed by Stripe.
Wedzie has no visibility into or control over Vendor Stripe account settings, payout schedules, or fund availability.
9. Stripe Connect and Payment Processing
A Stripe Connected Account is not required to create, publish, or maintain an active Vendor listing on the Platform.
If a Vendor chooses to process a booking or accept payment through the Platform, the Vendor must connect and maintain an active Stripe Connected Account and comply with all applicable Stripe terms, agreements, verification requirements, and financial compliance obligations before such payment can be processed.
Vendor's relationship with Stripe is separate from this Agreement. Wedzie is not responsible for the operation, compliance decisions, payout timing, reserves, account suspensions, or performance of Stripe.
Where the Vendor elects to process a booking through the Platform, Vendor authorizes Stripe to process payments and transfers in accordance with confirmed bookings and applicable platform policies.
Where a Vendor initiates a cancellation of a booking processed through the Platform, Vendor authorizes Wedzie and Stripe, to the extent permitted by Stripe and applicable law, to deduct, debit, recover, or otherwise collect from the Vendor any non-refundable Stripe processing fees for which the Vendor is responsible under this Agreement.
10. Intellectual Property and Content License
Vendor retains ownership of its trademarks, logos, branding, and content uploaded to the platform. Vendor grants Wedzie a non-exclusive, worldwide, royalty-free license to display, reproduce, format, promote, and distribute such content for the purpose of operating, marketing, and improving the platform.
Vendor represents that it owns or has the legal right to use all uploaded content and that such content does not infringe third-party rights or violate applicable law.
All platform software, technology, branding, and proprietary systems remain the exclusive property of Wedzie. Vendor may not copy, scrape, reverse engineer, distribute, or commercially exploit any part of the platform.
11. Reviews and Platform Reputation
Clients may leave reviews regarding Vendor services. Wedzie may moderate, edit, or remove reviews that violate platform policies or applicable law.
Vendor agrees not to post fake reviews, solicit fraudulent reviews, manipulate ratings, harass Clients regarding reviews, or post false reviews about competitors.
Wedzie is not liable for user-generated content.
12. No Guarantee of Bookings
Wedzie does not guarantee that Vendors will receive inquiries, bookings, revenue, ranking placement, or platform exposure. Subscription fees are solely for access to the platform.
13. Insurance Requirement
Vendors must maintain valid commercial general liability insurance suitable for their business operations. Proof of insurance must be provided upon request. Failure to maintain coverage may result in suspension or termination of access.
14. Independent Contractor
Vendor is an independent contractor. Nothing in this Agreement establishes an employment, partnership, agency, fiduciary, or joint venture relationship between the parties.
15. Indemnification
Vendor agrees to indemnify, defend, and hold harmless Wedzie, its officers, directors, employees, and agents from any claims, liabilities, losses, damages, costs, or expenses arising from Vendor services, misconduct, breach of this Agreement, violations of law, intellectual property claims, or disputes with Clients.
16. Limitation of Liability
To the maximum extent permitted by law, Wedzie’s total aggregate liability under this Agreement shall not exceed the subscription fees paid by Vendor in the twelve (12) months preceding the claim.
Wedzie shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
17. Arbitration and Class Action Waiver
Except where prohibited by applicable law, any dispute arising from this Agreement shall be resolved by binding arbitration in Alberta, Canada.
Vendors agree to waive their right to bring any class, collective, or representative action against Wedzie and waive any right to trial by jury.
Where arbitration is not enforceable under applicable provincial law, disputes shall be resolved in the courts of Alberta.
18. Electronic Communications
Vendor consents to receive communications electronically, including legal notices, subscription renewals, updates, policy changes, and other communications relating to the platform.
19. Governing Law
This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.
20. Amendments
Wedzie may modify this Agreement at any time. Continued use of the platform after such modifications constitutes acceptance of the updated Agreement.
21. Entire Agreement and Severability
This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
22. Acceptance
By clicking “Accept,” the Vendor confirms that they have read, understood, and agree to be legally bound by this Agreement.