Version 2026-10-05 · effective 5 October 2026 # PlaceFull Merchant Agreement **Effective Date:** The date Merchant electronically accepts this Agreement (the "Effective Date"), as recorded by PlaceFull's systems. **PlaceFull:** Placefull Acquisition Inc, a Washington corporation, with principal place of business at Denver, Colorado ("PlaceFull," "we," "us," "our") **Merchant:** The business entity that creates an account on the PlaceFull platform and publishes one or more Listings ("Merchant," "you," "your") ## 1. Definitions **Booking** — A confirmed transaction where a customer reserves a Listing through the PlaceFull platform. **Location-Based Fee** — The commission percentage applied to each Booking, which may be zero, determined by the geographic location of the Listing and by Merchant's Payment Processor. PlaceFull may set, adjust, or modify the Location-Based Fee by location at its discretion. The applicable fee for a given Listing will be displayed to Merchant in the PlaceFull dashboard prior to acceptance. **Listing** — Any product, service, class, appointment slot, rental item, or offering that Merchant creates and publishes on PlaceFull. **PlaceFull / Platform** — The booking software, website, APIs, dashboards, and related tools operated by Placefull Acquisition Inc. **Payment Processor** — The third-party payment processor Merchant uses through the Platform to accept card payments (currently Stripe, Inc. or TRX Services LLC), under Merchant's own agreement with that processor. **Marketing Communications** — Email, SMS, or other outbound messages that Merchant sends to end-customers or prospects, including automated booking confirmations, reminders, upsells, and promotional campaigns. ## 2. Services Provided **2.1** PlaceFull provides Merchant a software interface and tools to: - (a) Create and manage Listings; - (b) Accept Booking requests from customers; - (c) View Booking history and basic reporting; - (d) Accept payments through Merchant's Payment Processor; - (e) Send Marketing Communications to Merchant's customer base (see §4.4). **2.2** PlaceFull does not provide, and is not responsible for: - (a) Marketing, advertising, or promotion of Merchant's Listings (other than displaying them on the Platform); - (b) Customer service or support to end-customers; - (c) Fulfillment, delivery, or execution of the underlying service or product; - (d) Tax calculation, collection, or remittance; - (e) Any SLA, uptime guarantee, or service-level commitment; - (f) The content, design, accuracy, or legal compliance of Merchant's Marketing Communications. **2.3** PlaceFull is a tool and conduit, not a party to the transaction between Merchant and the customer. ## 3. Fees and Payment ### 3.1 Location-Based Fee Merchant agrees to pay PlaceFull a commission on each completed Booking, equal to the Location-Based Fee applicable to the Listing's geographic location as displayed in the Merchant's dashboard. PlaceFull may update the Location-Based Fee for any or all locations upon at least thirty (30) days' notice to Merchant via email or in-platform notification. ### 3.2 Fee Collection Where a Location-Based Fee applies, Merchant authorizes its collection through the Payment Processor, which deducts and remits it directly to PlaceFull at the time of payment processing. PlaceFull is the beneficiary of the Fee; the Payment Processor is the processor. PlaceFull is not the merchant-of-record for the Booking transaction. ### 3.3 No Other Fees Unless otherwise agreed in a separate written addendum, the Location-Based Fee is the only amount Merchant pays PlaceFull. There are no setup fees, monthly fees, or additional charges. A Payment Processor may compensate PlaceFull separately under PlaceFull's own agreement with it. ### 3.4 Reversals and Disputes If a Booking is refunded, reversed, or disputed, PlaceFull may offset the corresponding Fee against Merchant's next available payout or invoice Merchant directly. ### 3.5 Payment Processor Merchant's agreement with its Payment Processor governs the processing of Merchant's payments, including payouts, refunds, disputes, and chargebacks. All Payment Processor fees, chargeback fees, and payment-related costs are the sole responsibility of Merchant. ## 4. Merchant Responsibilities **4.1** Merchant shall: - (a) Accurately describe all Listings, including pricing, availability, and terms; - (b) Honor all confirmed Bookings in accordance with the terms presented to the customer; - (c) Maintain a valid account with its Payment Processor and ensure sufficient funds for payout processing; - (d) Comply with all applicable laws, regulations, and industry standards governing Merchant's business; - (e) Collect and remit all applicable taxes on Bookings; - (f) Maintain adequate insurance for Merchant's operations as reasonably required by law. **4.2** Merchant represents and warrants that it has the right, power, and authority to enter into this Agreement and to offer the services or products described in its Listings. **4.3** Merchant is solely responsible for the accuracy, legality, and quality of all content, descriptions, images, and terms it publishes on the Platform. ### 4.4 Marketing Communications - (a) Merchant may send Marketing Communications to end-customers and prospects using the tools and data available through PlaceFull. - (b) Merchant is solely responsible for the content, frequency, timing, and legal compliance of all Marketing Communications, including compliance with the CAN-SPAM Act, TCPA, GDPR (where applicable), and any other applicable email/SMS/messaging laws. - (c) Merchant shall include a valid unsubscribe mechanism and a physical postal address in all email Marketing Communications. - (d) PlaceFull is not a party to, guarantor of, or responsible for any Marketing Communication. PlaceFull's name, logo, or branding may appear in outbound messages only as expressly permitted by PlaceFull's email templates or API. - (e) Merchant shall maintain a current suppression list and honor all opt-outs within the timeframes required by applicable law. - (f) PlaceFull may, in its sole discretion, suspend Merchant's ability to send Marketing Communications if PlaceFull receives a reasonable number of complaints or determines that Merchant's sending practices are degrading the shared sending domain or IP reputation. ## 5. Service Provided "AS-IS" — No Warranties ### 5.1 AS-IS The Platform, including all software, interfaces, data, and tools, is provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." Merchant accepts the Platform in its current condition without any guarantee of continuous operation, error-free performance, or specific functionality. ### 5.2 Disclaimer TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLACEFULL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: - (a) MERCHANTABILITY — that the Platform will be fit for a particular purpose; - (b) FITNESS FOR A PARTICULAR PURPOSE — that the Platform will meet Merchant's specific business needs; - (c) TITLE AND NON-INFRINGEMENT — that the Platform does not infringe any third-party rights; - (d) UNINTERRUPTED OR ERROR-FREE OPERATION — that the Platform will be available, stable, or free from bugs; - (e) ACCURACY — that data, reports, or calculations displayed in the Platform will be complete or correct; - (f) SECURITY — that the Platform will be free from vulnerabilities or breaches. ### 5.3 No Uptime Guarantee PlaceFull makes no representation or commitment regarding uptime, availability, response times, or performance. Merchant acknowledges that the Platform may experience downtime, outages, degraded performance, or temporary unavailability at any time, with or without notice, and that such events do not constitute a breach of this Agreement. ### 5.4 No Reliance Merchant acknowledges that it is using the Platform based on its own evaluation and judgment, and is not relying on any representation, warranty, or promise of PlaceFull other than those explicitly stated in this Agreement. ### 5.5 No Revenue Guarantee PlaceFull is not a guarantor of Merchant's revenue, customer volume, booking frequency, or business success. ## 6. Limitation of Liability ### 6.1 Cap IN NO EVENT SHALL PLACEFULL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL LOCATION-BASED FEES PAID BY MERCHANT TO PLACEFULL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ### 6.2 Exclusions PLACEFULL SHALL NOT BE LIABLE FOR: - (a) Lost profits, lost revenue, lost bookings, or lost customers; - (b) Indirect, incidental, special, consequential, or punitive damages; - (c) Damages resulting from Merchant's use of, or inability to use, the Platform; - (d) Errors, omissions, or interruptions in the Platform, even if notified of the possibility; - (e) Any third-party service, including the Payment Processor, hosting providers, email providers, or DNS services; - (f) Actions or inactions of Merchant, Merchant's employees, or Merchant's customers; - (g) The content or delivery of Merchant's Marketing Communications. ### 6.3 Sole Remedy Merchant's sole and exclusive remedy for any breach by PlaceFull shall be to cease using the Platform and, if applicable, request a refund of Fees paid for Bookings that were not completed due to a PlaceFull-caused failure. ### 6.4 Excepted The limitations in this Section 6 do not apply to: (a) Merchant's payment obligations under Section 3; (b) Merchant's indemnification obligations under Section 9; (c) either party's gross negligence or willful misconduct; (d) amounts held in escrow or pending payout. ## 7. Right to Refuse or Cease Service ### 7.1 Right to Refuse PlaceFull may, in its sole and absolute discretion, refuse to onboard, accept, or continue service to any Merchant at any time, with or without cause, with or without notice. PlaceFull is under no obligation to explain, justify, or provide a reason for any refusal. ### 7.2 Right to Cease PlaceFull may suspend, pause, or permanently terminate service to any Merchant at any time, with or without cause, and with or without notice. Such suspension or termination shall not constitute a breach of this Agreement. ### 7.3 Effect of Cessation Upon suspension or termination: - (a) Merchant shall cease using the Platform immediately; - (b) All Fees already collected for completed Bookings remain the property of PlaceFull; - (c) PlaceFull shall not be obligated to provide data export, transition assistance, or continued access, though PlaceFull may do so in its sole discretion; - (d) Merchant's obligations regarding completed Bookings (including honoring confirmed reservations) survive termination; - (e) Merchant's right to send Marketing Communications terminates upon cessation. ### 7.4 No Refund Unless expressly stated in writing, Merchant is not entitled to a refund of any Fees upon suspension or termination. ### 7.5 Reinstatement PlaceFull may reinstate a suspended Merchant at its sole discretion, on such terms as it determines. ## 8. Data and Intellectual Property ### 8.1 Ownership Each party retains ownership of its pre-existing intellectual property. Merchant retains ownership of its Listings, descriptions, images, customer lists, and business data. PlaceFull retains ownership of the software, code, design, and platform infrastructure. ### 8.2 License Merchant grants PlaceFull a limited, non-exclusive, revocable license to display Merchant's Listing content on the Platform for the purpose of facilitating Bookings. This license terminates upon cessation of service. ### 8.3 Data Portability Upon termination, Merchant may request a one-time export of its Booking data in a standard format (CSV or JSON). PlaceFull will use reasonable efforts to provide this export within fifteen (15) business days. ### 8.4 Customer Data PlaceFull shall not sell, share, or use customer (end-user) payment data for any purpose other than processing Bookings and collecting the Location-Based Fee. Merchant remains the primary controller of its customer relationships. ## 9. Indemnification ### 9.1 Merchant Indemnifies PlaceFull Merchant shall defend, indemnify, and hold harmless PlaceFull, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: - (a) Merchant's use of the Platform; - (b) Merchant's Listings, descriptions, services, or products; - (c) Any Booking transaction between Merchant and a customer; - (d) Merchant's breach of this Agreement or applicable law; - (e) Any third-party claim that Merchant's business, offerings, or content infringe a third-party right; - (f) Any tax obligation, dispute, or liability arising from Merchant's Bookings; - (g) The content, delivery, or legal compliance of Merchant's Marketing Communications. ### 9.2 PlaceFull Indemnifies Merchant PlaceFull shall defend, indemnify, and hold harmless Merchant from and against claims arising out of PlaceFull's gross negligence or willful misconduct in the operation of the Platform software, excluding claims arising from Merchant's own actions or third-party services. ## 10. Term and Termination ### 10.1 Term This Agreement is effective on the Effective Date and continues until terminated by either party. ### 10.2 Termination by Merchant Merchant may terminate this Agreement at any time by ceasing to use the Platform and notifying PlaceFull via email or in-platform. No notice period is required. ### 10.3 Termination by PlaceFull PlaceFull may terminate this Agreement at any time, with or without cause, pursuant to Section 7. ### 10.4 Termination for Cause Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within ten (10) business days of written notice (or immediately if the breach is incurable). ### 10.5 Survival Sections 3, 5, 6, 8, 9, 11, and 12 survive termination. ## 11. Governing Law and Disputes ### 11.1 Governing Law This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. ### 11.2 Dispute Resolution Any dispute arising out of this Agreement shall be resolved by binding arbitration in Denver, Colorado under the rules of the American Arbitration Association (AAA), conducted by a single arbitrator. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. ### 11.3 Class Action Waiver To the extent permitted by law, each party waives the right to participate in a class-action or consolidated proceeding. ### 11.4 Jury Waiver TO THE MAXIMUM EXTENT PERMITTED, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY. ## 12. Miscellaneous ### 12.1 Independent Contractor The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. ### 12.2 Assignment Merchant may not assign this Agreement without PlaceFull's prior written consent. PlaceFull may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets. ### 12.3 Force Majeure Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, war, government action, internet or telecommunications failures, power outages, or third-party service failures (including Payment Processors and email/SMS providers). ### 12.4 Notices All notices under this Agreement shall be in writing and delivered to the contact email on file (or such updated address as a party designates in writing). Email notice is sufficient for all purposes. ### 12.5 Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. ### 12.6 Amendments PlaceFull may update this Agreement by posting a revised version to the Platform and providing notice to Merchant via email or in-platform notification. Continued use of the Platform within thirty (30) days of notice constitutes acceptance of the revised terms. ### 12.7 Severability If any provision is held invalid or unenforceable, the remaining provisions continue in full force. ### 12.8 Waiver Failure to enforce any provision is not a waiver of the right to enforce it later. ### 12.9 Electronic Acceptance This Agreement may be accepted electronically. Merchant's acceptance via checkbox, click, or other electronic action, together with PlaceFull's recording of the Merchant's account email, IP address, and timestamp, constitutes a valid and binding agreement. No wet-ink signature is required. ### 12.10 No Third-Party Beneficiaries This Agreement is for the benefit of the parties only, except that, where the Payment Processor is Stripe, Stripe is an intended third-party beneficiary with respect to Fee collection. ## 13. Acceptance By checking the acceptance checkbox (or, for accounts created via API or other means, by otherwise electronically affirming assent to this Agreement), Merchant acknowledges that it has read, understood, and agrees to be bound by this PlaceFull Merchant Agreement, Version 2026-10-05, as in effect on the date and time recorded in PlaceFull's systems (the "Effective Date"). Merchant further acknowledges that: - (a) It is a business entity (or sole proprietor) entering into this Agreement in the ordinary course of its business operations; - (b) It has had the opportunity to read the full text of this Agreement before accepting; - (c) Its acceptance is irrevocable as of the Effective Date and creates a binding contractual obligation between Merchant and Placefull Acquisition Inc; - (d) PlaceFull will record Merchant's account email, IP address, timestamp, and the version of this Agreement accepted, and that such record constitutes the acceptance receipt.