UNBOXED ENTERPRISES LLC

VENDOR SERVICES AGREEMENT

Updated 7/1/26

This Vendor Services Agreement (the “Agreement”) is entered into between Unboxed Enterprises LLC, a Vemront limited liability company with offices at 170 Boyer Circle, Williston, VT 05495 (“Unboxed,” “Vendor,” “we,” “us,” or “our”), and the client identified in the applicable Proposal (“Customer,” “you,” or “your”), effective as of the date the first Proposal referencing this Agreement is countersigned (the “Effective Date”).

1. Structure of the Agreement

1.1 Documents. This Agreement consists of these general terms and the following Schedules, each of which applies only when incorporated by a Proposal: Schedule A (Single Experience Terms), Schedule B (Program Terms), and Schedule C (Guest Registration and Communications). A “Proposal” means an Event Proposal, Program Proposal, or order form executed by the parties that describes the services, pricing, and dates for a specific engagement.

1.2 Order of precedence. In the event of a conflict, the following order controls: (a) a signed Proposal, solely as to commercial terms — pricing, quantities, dates, and expressly stated inclusions — for the engagement it covers; (b) the applicable Schedule; and (c) these general terms. In all other respects this Agreement controls.

1.3 Definitions. “Experience” means a hosted virtual event and associated kits provided under a Proposal. “Program” means a multi-Experience participant allocation purchased under Schedule B. “Participant” means an individual who attends or is registered for an Experience. “Participant Data” has the meaning given in Schedule C.

2. Services and Fees

2.1 Services. Unboxed will provide the services described in the applicable Proposal (the “Services”). Unboxed may use qualified subcontractors, including hosts, fulfillment, and shipping providers, and remains responsible for their performance of the Services.

2.2 Fees and invoicing. Fees are as stated in the Proposal. Unless the Proposal states otherwise, the final amount is determined at the Payment Deadline defined in Schedule A or, for Programs, as Experiences are scheduled under Schedule B. Amounts not stated as all-inclusive are subject to the handling, gratuity, tax, and service fee identified in the Proposal.

2.3 Payment methods. Payment may be made by ACH, check, wire transfer, or credit card. Credit card payments are subject to a processing fee of 3.5%. Incoming wire transfers are subject to a $25 bank fee. If full payment is not received by the Payment Deadline, Unboxed may charge the payment method on file for the amount due.

2.4 Taxes. Fees are exclusive of sales, use, and excise taxes, which are the Customer’s responsibility except for taxes on Unboxed’s net income.

2.5 Non-refundable; rescheduling. Amounts paid are non-refundable except as expressly stated in this Agreement. An Experience date may be changed without penalty at least seven (7) days before the scheduled date. Changes made with less than seven (7) days’ notice are subject to a $250 rescheduling fee, and no replacement kits or participant materials will be provided.

3. Alcohol, Shipping, and Delivery

3.1 Alcohol. Where a shipment includes alcohol, the Customer represents that it and all recipients are of legal drinking age, meaning 21 years of age or older in the United States. Unboxed will not knowingly sell or deliver alcohol to any person under 21. Title to alcoholic beverages passes to the Customer at Unboxed’s Washington State retail location, and the Customer arranges shipment through Unboxed as its agent. The Customer will comply with all applicable alcoholic beverage laws and is responsible for applicable excise, use, and sales taxes in recipients’ states.

3.2 Restricted states. Unboxed does not ship alcohol to Alabama, Arkansas, Delaware, Indiana, Maryland, Missouri, Mississippi, North Carolina, Utah, Vermont, or West Virginia. Alcoholic and perishable products shipped outside the United States are fulfilled through Unboxed’s international shipping partners; because certain local products may be unavailable, kit contents for international recipients are subject to substitution with similar or like items.

3.3 Carrier and delivery. Engaging the Services authorizes Unboxed to arrange shipment through a common carrier on the Customer’s behalf. Perishable items ship in insulated packaging with a cold pack. Shipments that are refused or undeliverable for any reason may be destroyed by the carrier. Recipients of alcohol may be required to present valid government-issued identification.

3.4 Damaged product. Unboxed will replace or refund products that arrive damaged if notified within twenty-four (24) hours with photographic evidence. Replacements are of equivalent quality and subject to a $35 expedited shipping fee. Replacement is not available where the Experience occurs within two (2) business days.

4. Customer Responsibilities

The Customer will:

• Provide accurate participant information and, where applicable, brand assets and approved messaging by the deadlines in the applicable Schedule.

• Ensure participants have the equipment and connectivity needed to attend.

• Disclose in writing any known medical, physical, dietary, or accessibility needs relevant to participation.

• Comply with applicable law in connection with its use of the Services, including in the distribution of any Unboxed-supplied materials to its own contacts.

5. Intellectual Property and Brand License

5.1 Customer marks. The Customer grants Unboxed a limited, non-exclusive, royalty-free, non-transferable license to use the Customer’s names, logos, and brand assets solely to produce and deliver the Services, including branded kit treatments, custom note cards, branded items, registration pages, invitations, participant communications, and virtual backgrounds, for the term of the applicable Proposal. The Customer represents that it has the right to grant this license.

5.2 Unboxed materials. Unboxed retains all rights in its experience formats, run-of-show materials, templates, creative assets, and communication sequences, including those developed or customized in connection with an engagement. The Customer receives a non-exclusive license to use deliverables bearing its brand for its internal purposes. Artwork supplied by the Customer remains the Customer’s property.

5.3 Feedback. Unboxed may use suggestions or feedback provided by the Customer without restriction or obligation.

6. Publicity

Neither party will use the other’s name or marks in public marketing materials, case studies, or press releases without prior written consent, which may be given by email. Unboxed may identify the Customer by name and logo in a customer list and may publish anonymized, aggregated performance data that does not identify the Customer or any participant.

7. Confidentiality

7.1 Obligations. Each party may disclose nonpublic information that is marked confidential, identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform this Agreement, will not disclose it to third parties except to representatives with a need to know who are bound by comparable obligations, and will protect it with at least reasonable care.

7.2 Exclusions. Confidential Information does not include information that is already known without obligation of confidentiality, independently developed, received from a source without obligation of confidentiality, or publicly available through no fault of the receiving party.

7.3 Compelled disclosure. If disclosure is required by law, the receiving party will limit the disclosure to the extent possible and, where lawful, provide prompt written notice to allow the disclosing party to seek protective treatment.

7.4 Duration. These obligations continue for two (2) years following disclosure and, for trade secrets, for so long as the information remains a trade secret under applicable law. Participant Data is governed by Schedule C in addition to this Section.

8. Data Protection

Each party will comply with applicable data protection laws in connection with its processing of personal information under this Agreement. Where Unboxed collects or processes Participant Data, Schedule C applies.

9. Representations and Warranties

9.1 Mutual. Each party represents that it has the authority to enter into this Agreement and that its performance will comply with applicable law.

9.2 Service warranty. Unboxed will perform the Services in a professional and workmanlike manner. Unboxed makes no guarantee regarding results produced by participants during an Experience.

9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND UNBOXED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Assumption of Risk

The Customer acknowledges the risks of participating in an Experience, including risks associated with food preparation, heat sources, allergens, and, where applicable, alcohol consumption, and assumes those risks on behalf of itself and its participants to the extent permitted by law. The Customer represents that it has disclosed in writing any known conditions that would hinder participation. If a participant harasses or causes harm to any person or property during an Experience, the host may terminate the Experience without refund.

Proposition 65 Warning: Products containing alcohol can, according to the State of California, cause cancer and birth defects or other reproductive harm, pursuant to California Health & Safety Code §§ 25249.7(a) & (d)(1).

11. Limitation of Liability

11.1 NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER UNDER THE PROPOSAL GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exclusions. The limitations in this Section do not apply to the Customer’s indemnification obligations under Section 12.2, either party’s breach of Section 7, or either party’s gross negligence or willful misconduct.

12. Indemnification

12.1 Mutual. Each party will indemnify, defend, and hold the other harmless from third-party claims arising from its breach of this Agreement or the negligence or willful misconduct of its personnel acting within the scope of their engagement.

12.2 Customer indemnity. The Customer will indemnify Unboxed against claims arising from (a) the purchase or delivery of alcohol to any person under 21 years of age in connection with information the Customer provided; (b) contact or participant information the Customer supplies in breach of Schedule C; and (c) the Customer’s brand assets or approved messaging.

13. Term, Termination, and Force Majeure

13.1 Term. This Agreement begins on the Effective Date and continues until terminated. Either party may terminate for convenience on thirty (30) days’ written notice, provided that Proposals then in effect continue under their own terms unless separately terminated.

13.2 Termination for cause. Either party may terminate a Proposal or this Agreement on written notice if the other party materially breaches and fails to cure within thirty (30) days of notice.

13.3 Force majeure. Either party may terminate an affected Proposal by written notice prior to the applicable Payment Deadline in the event of an act of God, war, terrorism, governmental action or guidance, disaster, strike, civil disorder, curtailment of transportation, loss of internet, epidemic, pandemic, declared state of emergency, or other event beyond the parties’ reasonable control that makes performance impossible, illegal, or materially impracticable. On such termination, Unboxed will issue a credit for amounts paid and not yet expended on materials, production, or third-party commitments, valid for twelve (12) months.

13.4 Survival. Sections 5 through 12, this Section, Section 14, and Schedule C survive termination.

14. General Provisions

14.1 Governing law and venue. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Suffolk County, Massachusetts.

14.2 Notices. Notices must be in writing and sent to the addresses stated in the Proposal, by email with confirmation of receipt or by nationally recognized overnight courier. Notices to Unboxed may be sent to Unboxed Enterprises LLC, 675 VFW Parkway #257, Chestnut Hill, MA 02467.

14.3 Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in connection with a merger or a sale of substantially all of its assets.

14.4 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

14.5 Entire agreement; amendment. This Agreement, together with its Schedules and any Proposal, is the entire agreement between the parties on this subject and supersedes all prior agreements, including the Vendor Services Agreement – Exhibit A dated January 19, 2021. Amendments must be in writing and signed by both parties.

14.6 Severability; waiver. If any provision is held unenforceable, the remainder of this Agreement continues in effect. A waiver is effective only if in writing and does not waive any subsequent breach.

14.7 Counterparts; electronic signature. This Agreement may be executed in counterparts and by electronic signature, each of which is an original.

SCHEDULE A — SINGLE EXPERIENCE TERMS

This Schedule applies to each Proposal for an individual Experience.

A.1 Participant Information Deadline

Complete participant shipping information is due ten (10) business days prior to the Experience date, by 6:00 p.m. Eastern Time (the “Payment Deadline”), together with the remaining balance of fees. Participant information may be provided either (a) by the Customer using Unboxed’s Address Submission Template in CSV, XLS, or Google Sheets format, or (b) where Schedule C applies, by participants directly through the registration page hosted by Unboxed. Templates submitted in an incorrect format or address format may be rejected. If required information is not received by the deadline, Unboxed may require the Experience to be rescheduled to a mutually agreed date. Once a package has shipped, address changes are not possible. The accuracy of participant information is at all times the Customer’s responsibility.

A.2 Headcount Variance

A Proposal is valid for plus or minus fifty percent (50%) of the quoted number of participants. If final headcount exceeds that range, a new Proposal is required and Unboxed does not guarantee its ability to render Services. If final headcount falls below that range, fees are reduced only to the extent of the fifty percent (50%) variance.

A.3 Custom Branded Products

Artwork for custom branded products must be submitted at least fifteen (15) business days prior to the Experience as a one-color, high-resolution .PNG, .PDF, .EPS, or .AI file, and final quantities must be specified at Proposal approval. Individual items may carry longer lead times as stated in the Proposal. Quantity increases, artwork changes, and material alterations are not permitted after the design has been submitted to the supplier.

A.4 Video Conferencing

Experiences are conducted via Zoom Video Communications, Inc. By participating in the Services, the Customer agrees to Zoom’s terms of service. Unboxed may change the video conferencing platform at its discretion on seven (7) days’ written notice. If the Customer requests an alternative platform, the request must be made in writing by the Participant Information Deadline, credentials must be provided at least seven (7) days prior to the Experience, a $250 platform fee applies, and the Customer must conduct a thirty (30) minute platform orientation with an Unboxed team member during the week preceding the Experience.

SCHEDULE B — PROGRAM TERMS (VIRTUAL CONNECT SERIES)

This Schedule applies where a Proposal purchases a participant allocation rather than a single Experience.

B.1 Structure

A Program is an annual participant allocation. The Program Proposal states the allocation size, per-participant rate, term, deposit, and included services. Each Experience scheduled under the Program draws from the allocation based on final headcount and is otherwise governed by Schedule A, except as modified in this Schedule.

B.2 Term and Billing

• The Program term begins on the date the Program Proposal is countersigned and continues for twelve (12) months unless the Program Proposal states otherwise.

• The deposit is due on signature and is applied to the first scheduled Experience. Remaining amounts are invoiced as Experiences are scheduled.

• Additional participants may be added in the increments stated in the Program Proposal at the then-current rate.

• Volume pricing, where offered, applies on a forward-only basis. Experiences already scheduled remain at their original rate.

B.3 Unused Allocation

Unused participants remain available during the term. Rollover, where offered, is as stated in the Program Proposal and applies only upon renewal at the same allocation level or higher. Amounts paid are non-refundable, and unused allocation is forfeited at the end of the term or upon termination by the Customer, except as provided in Section 13.3.

B.4 Included Services

Where the Program Proposal states that pricing is all-inclusive, the stated per-participant rate includes standard kits, contiguous-United States ground shipping, host services, standard branded items, guest registration and communications services under Schedule C, and handling and gratuity. Alcohol additions, expedited or international shipping, premium or custom items, and specialty formats are quoted separately in advance.

SCHEDULE C — GUEST REGISTRATION AND COMMUNICATIONS

This Schedule applies where a Proposal includes guest registration or managed participant communications (the “Registration Services”).

C.1 Scope

Unboxed will host a registration page, collect participant registrations, and send event-related communications to registered participants on the Customer’s behalf, as described in the Proposal. Communications are branded for the Customer and sent from an Unboxed-operated sending identity unless the Proposal states otherwise.

C.2 Authorization and Customer Warranty

• The Customer authorizes Unboxed to send event-related communications to individuals the Customer identifies and to individuals who register through the registration page, for the purposes of the applicable Experience.

• Warranty. The Customer represents and warrants that it has the right to provide any contact information it supplies to Unboxed, that those contacts may lawfully receive communications relating to the Experience, and that its provision of such information complies with applicable law, including the CAN-SPAM Act and applicable state privacy laws.

C.3 Text Messaging

Mobile numbers are collected only where a participant voluntarily provides one and affirmatively consents to receive event-related text messages. Messages are limited to logistics for the Experience for which the participant registered. Message and data rates may apply. Participants may opt out at any time by replying STOP.

C.4 Post-Experience Host Communication

Where the Customer approves in the Proposal, Unboxed may send one post-Experience email to participants from an Unboxed address containing information referenced during the Experience, such as product information, recipes, and host tips. That email carries Unboxed branding, does not include Customer branding or content competitive with the Customer, and includes an unsubscribe mechanism. It may include an invitation to opt in to future Unboxed communications. Only participants who affirmatively opt in are added to any Unboxed marketing list.

C.5 Participant Data

• Definition. “Participant Data” means personal information relating to participants that Unboxed collects or receives in connection with the Services, including name, email address, shipping address, dietary information, mobile number where provided, registration status, and attendance data.

• Ownership. As between the parties, the Customer owns Participant Data relating to its Experiences. Participants who opt in under Section C.4 are also Unboxed’s contacts for that limited purpose.

• Permitted use. Unboxed will use Participant Data solely to perform the Services, produce reporting for the Customer, and meet its legal obligations. Unboxed will not sell Participant Data or disclose it to third parties except to subprocessors performing the Services under obligations no less protective than those in this Schedule.

• Security. Unboxed will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of Participant Data.

• Retention and deletion. Unboxed will retain Participant Data no longer than reasonably necessary to perform the Services and complete reporting, and will delete or de-identify shipping and dietary information within ninety (90) days after the later of the applicable Experience or delivery of the outcome report, except where retention is required by law. On written request following the end of the engagement, Unboxed will delete or return Participant Data, excluding contacts who opted in under Section C.4 and information Unboxed is required to retain by law.

• Incident notification. Unboxed will notify the Customer without undue delay, and in any event within seventy-two (72) hours, after confirming unauthorized acquisition of Participant Data, and will provide information reasonably available to assist the Customer with its own notification obligations.

C.6 Public Sector and Regulated Customers

The Customer will identify, before Participant Data is collected, any data-handling, records-retention, or procurement requirements applicable to it or its participants, including requirements applicable to public agencies and school districts. The parties will address any such requirements in a rider to the applicable Proposal.

C.7 Creative Approval

Unboxed will provide the Customer a preview of registration and communication materials before launch. Materials are deemed approved upon the Customer’s written approval or upon launch following the Customer’s failure to respond within three (3) business days of delivery. Custom printed items remain subject to Section A.3.

C.8 Reporting Limitations

Where the Customer elects to manage its own registration and communications and Unboxed supplies only templates and creative assets, Unboxed does not control sends or registration, and reporting is limited to attendance and participation data observable during the Experience and to fulfillment records.

The parties have read and agree to be bound by this Agreement. Each party represents that the individual signing on its behalf has full authority to do so.

ACCEPTANCE AND VERSION

These terms govern all Services ordered from Unboxed Enterprises LLC. They are accepted as described in Section 14.8 and do not require a separate signature. The Proposal for each engagement identifies the version of this Agreement that applies and the Schedules incorporated into that engagement. 

Version: 2.0 Effective: 7/1/26
Published at: unboxedexperiences.com/vendor-services-agreement
Supersedes: Virtual Events Service Agreement – Exhibit A, dated January 19, 2021 

Questions: sales@unboxedexperiences.com · 360-732-8326