Vendor Participation Agreement

ARTICLE 1 — ACCEPTANCE OF AGREEMENT

1.1 Agreement

This Vendor Participation Agreement (“Participation Agreement” or “Vendor Agreement”) constitutes a legally binding agreement between ORYN Quest, Inc. (“ORYN Quest,” “Company,” “we,” “our,” or “us”) and every business, nonprofit organization, school, instructor, tutor, coach, therapist (where legally permitted), camp operator, activity provider, educational organization, entertainment provider, museum, sports organization, healthcare-adjacent provider, or other entity or individual approved to offer Activities through the Platform (“Vendor,” “you,” or “your”). By creating a Vendor account, listing Activities, accepting bookings, receiving payments, or otherwise participating in the Platform, you agree to be legally bound by this Vendor Agreement and all documents incorporated herein. The documents incorporated by reference include, as published on the Platform and updated from time to time: the Vendor Terms & Conditions; the Marketplace Rules; the Vendor Verification Policy; the Background Check Policy; the Vendor Code of Conduct; the Trust & Safety Policy; the Child Safety Policy; the Terms of Use; and the Privacy Policy.

ARTICLE 2 — VENDOR ELIGIBILITY, LICENSING, COMPLIANCE, AND PROFESSIONAL RESPONSIBILITIES

2.1 Eligibility

To participate as a Vendor on the Platform, you represent, warrant, and covenant that throughout your participation you:

• (a) are legally authorized to conduct business in every jurisdiction in which you offer Activities;
• (b) possess all licenses, registrations, certifications, permits, approvals, and governmental authorizations required by Applicable Law;
• (c) possess full authority to enter into this Vendor Agreement;
• (d) will comply with all Applicable Laws governing your business and Activities;
• (e) maintain the experience, staffing, equipment, facilities, and operational capabilities reasonably necessary to provide the Activities you advertise through the Platform;
• (f) will conduct business honestly, professionally, ethically, and in a manner consistent with the reputation of ORYN Quest; and
• (g) will immediately notify ORYN Quest if you cease satisfying any eligibility requirement contained in this Agreement.

Participation on the Platform is a privilege, not a right. ORYN Quest reserves the right to approve, deny, suspend, restrict, or terminate any Vendor application or listing in its sole discretion, subject to Applicable Law.

2.2 Independent Business Status

Each Vendor acknowledges and agrees that it operates as an independent business. Nothing contained in this Agreement creates or shall be interpreted as creating:

• an employment relationship;
• agency relationship;
• partnership;
• joint venture;
• franchise relationship;
• fiduciary relationship;
• representative relationship;
• or any other legal relationship between ORYN Quest and the Vendor other than that of independent contracting parties.

Vendors remain solely responsible for:

• business operations;
• employees;
• payroll;
• payroll taxes;
• income taxes;
• sales taxes where applicable;
• insurance;
• permits;
• licensing;
• facilities;
• equipment;
• business expenses;
• regulatory compliance; and
• all obligations arising from operation of their businesses.

2.3 Required Licenses

Vendor represents and warrants that all licenses, permits, certifications, registrations, approvals, inspections, and governmental authorizations required for the lawful operation of the Vendor’s business remain valid and in good standing. Where applicable, Vendor shall maintain, without limitation:

• business licenses;
• professional licenses;
• instructor certifications;
• coaching certifications;
• childcare licenses;
• educational licenses;
• occupancy permits;
• health permits;
• transportation permits;
• food service permits;
• fire safety approvals;
• recreational permits;
• athletic governing body registrations;
• nonprofit registrations; and
• any other authorization required under Applicable Law.

Vendor shall immediately notify ORYN Quest of any suspension, revocation, expiration, investigation, disciplinary action, citation, governmental enforcement action, or material restriction affecting any required authorization.

2.4 Compliance With Applicable Law

Vendor agrees to comply with all Applicable Laws, including without limitation those relating to:

• consumer protection;
• child safety;
• disability access;
• anti-discrimination;
• employment;
• wage and hour;
• occupational safety;
• taxation;
• privacy;
• cybersecurity;
• intellectual property;
• advertising;
• marketing;
• background screening where required;
• accessibility;
• emergency preparedness;
• public accommodations;
• transportation;
• education;
• sports safety;
• recreational activities;
• healthcare regulations where applicable;
• environmental laws; and
• local municipal requirements.

Compliance with Applicable Law is an ongoing obligation throughout Vendor’s participation on the Platform.

2.5 Vendor Insurance Responsibility

Vendor is an independent business and is solely responsible, at Vendor's sole expense, for determining, obtaining, and maintaining all insurance coverage appropriate for Vendor's business, activities, services, facilities, personnel, contractors, equipment, transportation, and associated risks. Vendor is solely responsible for obtaining and maintaining all insurance required by federal, state, local, or other Applicable Law. ORYN Quest does not provide, procure, or maintain insurance coverage for Vendor or for Vendor's owners, employees, contractors, instructors, customers, participants, Children, facilities, activities, equipment, or operations, and no Vendor and no Vendor personnel is covered by any insurance policy held by ORYN Quest. The availability of Vendor or any Activity through the Platform does not constitute a representation, warranty, certification, or guarantee by ORYN Quest regarding the existence, adequacy, scope, validity, or sufficiency of Vendor's insurance. ORYN Quest does not independently verify Vendor insurance coverage; what ORYN Quest does and does not review is described in the Vendor Verification Policy. Vendor remains solely responsible for all claims, injuries, losses, damages, incidents, and liabilities arising from or relating to Vendor's activities, services, personnel, facilities, equipment, transportation, or operations. Nothing in this Section, and no insurance Vendor obtains or fails to obtain, limits, replaces, or otherwise reduces Vendor's indemnification, defense, reimbursement, or other obligations under this Agreement.

2.6 Continuing Insurance Responsibility

Vendor's responsibilities under Section 2.5 are continuing obligations throughout Vendor's participation on the Platform. Failure to maintain insurance required by Applicable Law constitutes a material breach of this Agreement. Vendor shall promptly notify ORYN Quest upon becoming aware that Vendor does not hold insurance required by Applicable Law.

2.7 Background Screening

Where ORYN Quest requires background screening for particular Vendor categories, Vendor agrees to cooperate fully. Vendor represents that all required employees, instructors, coaches, volunteers, contractors, aides, assistants, and individuals having direct interaction with participating Children have successfully completed any legally required background screenings. Vendor remains solely responsible for determining whether additional screening is appropriate under Applicable Law. ORYN Quest’s review of any background screening information shall not constitute certification of the Vendor or its personnel. ORYN Quest's current screening practice — including that ORYN Quest does not currently conduct or require criminal background checks — is described in the Background Check Policy.

2.8 Child Safety

Vendor acknowledges that protection of participating Children is of paramount importance. Vendor agrees to implement and maintain reasonable child protection policies appropriate to its operations, including where applicable:

• supervision standards;
• check-in and check-out procedures;
• emergency response procedures;
• staff training;
• incident reporting;
• abuse prevention protocols;
• mandatory reporting compliance;
• facility safety procedures;
• visitor management procedures;
• and emergency communication systems.

Nothing in this Agreement limits any mandatory reporting obligations imposed by Applicable Law.

2.9 Accessibility Compliance

Vendor agrees to make reasonable efforts to accurately describe available accommodations and accessibility features offered through Activities. Vendor shall not intentionally misrepresent accessibility capabilities. Where Applicable Law requires reasonable accommodations, Vendor remains solely responsible for compliance. ORYN Quest may provide technology to facilitate accommodation requests but does not assume Vendor’s legal obligations.

2.10 Professional Standards

Vendor agrees to conduct all interactions with Parents, Children, ORYN Quest personnel, and other Platform users in a professional, respectful, ethical, and non-discriminatory manner. Vendor shall not engage in conduct that:

• threatens child safety;
• damages the reputation of ORYN Quest;
• constitutes fraud;
• involves harassment;
• involves discrimination prohibited by law;
• misrepresents qualifications;
• interferes with Platform operations; or
• otherwise materially breaches this Agreement.

2.11 Ongoing Qualification Review

ORYN Quest reserves the right to periodically review Vendor qualifications, licenses, insurance, certifications, compliance history, customer complaints, safety incidents, accessibility representations, and other information reasonably relevant to continued participation. Vendor agrees to promptly provide reasonably requested documentation supporting continued eligibility. Failure to cooperate may result in suspension or termination of Platform participation.

The scope of ORYN Quest's review, and what ORYN Quest does not independently verify, is described in the Vendor Verification Policy.

ARTICLE 3 — VENDOR ACCOUNTS, PLATFORM ACCESS, AND SECURITY

3.1 Vendor Account

Each approved Vendor shall maintain a Vendor Account through the Platform. Vendor shall ensure that all Account information remains complete, accurate, and current at all times. Vendor is solely responsible for maintaining the confidentiality of Account credentials and for all activity occurring through the Vendor Account.

3.2 Authorized Representatives

Vendor represents and warrants that every individual accessing the Vendor Account has been properly authorized by the Vendor. Vendor shall immediately revoke access for any employee, contractor, volunteer, consultant, officer, director, instructor, or representative who no longer requires access to the Platform. ORYN Quest may require verification of account ownership before granting, modifying, or restoring account access.

3.3 Multi-User Accounts

ORYN Quest may permit Vendors to authorize multiple users under a single business account. Vendor remains fully responsible for every action taken by:

• owners;
• administrators;
• managers;
• instructors;
• office personnel;
• contractors;
• volunteers;
• customer service representatives;
• scheduling personnel; and
• any other authorized or unauthorized individual accessing the Vendor Account through Vendor-issued credentials.

3.4 Security Obligations

Vendor agrees to implement commercially reasonable safeguards designed to protect Platform access and confidential information. Such safeguards include, where appropriate:

• strong password requirements;
• multi-factor authentication where available;
• role-based permissions;
• prompt removal of former employees;
• device security;
• software updates;
• anti-malware protections;
• firewall protections;
• encrypted storage where appropriate;
• cybersecurity awareness training;
• and regular review of user permissions.

3.5 Unauthorized Access

Vendor shall immediately notify ORYN Quest upon becoming aware of:

• unauthorized Account access;
• compromised passwords;
• phishing incidents;
• malware infections affecting Platform access;
• suspected cybersecurity incidents;
• credential theft;
• unauthorized disclosure of Parent or Child information;
• or any event reasonably likely to compromise Platform security.

Vendor shall cooperate fully with ORYN Quest during any resulting investigation.

3.6 Vendor Personnel

Vendor remains solely responsible for selecting, training, supervising, compensating, disciplining, and terminating its personnel. ORYN Quest neither supervises nor manages Vendor personnel. Nothing contained within this Agreement creates any employment relationship between ORYN Quest and Vendor personnel.

3.7 Business Continuity

Vendor shall maintain reasonable operational procedures designed to continue providing scheduled Activities during ordinary business interruptions where commercially practicable. Such procedures may include:

• substitute instructors;
• emergency contact procedures;
• backup scheduling processes;
• customer notification procedures;
• technology redundancy where appropriate; and
• reasonable continuity planning.

ORYN Quest shall not be responsible for Vendor business interruptions.

3.8 Fraud Prevention

Vendor agrees not to engage in fraudulent, deceptive, misleading, manipulative, or abusive conduct through the Platform. Prohibited conduct includes, without limitation:

• creating fictitious Bookings;
• manipulating reviews;
• creating fake Parent accounts;
• artificially inflating attendance;
• abusing promotional programs;
• submitting false reimbursement requests;
• misrepresenting Activity availability;
• manipulating search rankings;
• or any conduct intended to improperly influence Platform operations.

3.9 Audit Logs

ORYN Quest may maintain audit logs documenting Vendor Account activity, including:

• login history;
• device identifiers;
• IP addresses;
• Activity modifications;
• pricing changes;
• booking actions;
• communications;
• refund activity;
• payment activity;
• document uploads;
• administrative actions;
• and other Platform interactions.

Vendor acknowledges that such logs may be used for fraud prevention, litigation support, regulatory compliance, dispute resolution, security investigations, and Platform improvement.

3.10 Suspension of Vendor Accounts

ORYN Quest may immediately suspend, restrict, or limit Vendor access where ORYN Quest reasonably determines that:

• (a) child safety may be at risk;
• (b) fraud is suspected;
• (c) Vendor has materially breached this Agreement;
• (d) required licenses or insurance appear to have lapsed;
• (e) governmental investigations materially affect Vendor operations;
• (f) payment irregularities exist;
• (g) Platform security has been compromised;
• (h) repeated substantiated Parent complaints indicate serious operational concerns;
• (i) Vendor has failed to cooperate with a reasonable compliance review; or
• (j) suspension is otherwise reasonably necessary to protect Parents, Children, Vendors, ORYN Quest, or the public.

Unless prohibited by Applicable Law or emergency circumstances require immediate action, ORYN Quest may provide Vendor with an opportunity to respond before permanent termination.

3.11 Records

Vendor agrees to maintain complete and accurate business records relating to Activities offered through the Platform, including where applicable:

• attendance records;
• instructor assignments;
• incident reports;
• licenses;
• insurance certificates;
• participant waivers maintained by Vendor;
• employee training records;
• and documentation reasonably necessary to demonstrate compliance with this Agreement.

Vendor shall retain such records for the longer of:

• (a) the period required by Applicable Law; or
• (b) three (3) years following the applicable Activity,

unless a longer period is reasonably required because of litigation, governmental investigation, insurance requirements, or written notice from ORYN Quest.

ARTICLE 4 — VENDOR LISTINGS, ACTIVITIES, AND CONTENT

4.1 Accuracy of Listings

Vendor is solely responsible for ensuring that every listing published through the Platform is accurate, complete, current, and not misleading. Vendor shall promptly update listings whenever material information changes.

4.2 Required Listing Information

Each Activity listing shall accurately disclose, where applicable:

• Activity title;
• description;
• age ranges;
• skill level;
• required experience;
• dates;
• times;
• duration;
• location;
• pricing;
• required equipment;
• supervision requirements;
• accessibility information;
• accommodation capabilities;
• cancellation policies;
• prerequisites;
• instructor qualifications;
• safety requirements;
• participation limitations; and
• any other material information reasonably necessary for Parents to make informed decisions.

4.3 Misrepresentations

Vendor shall not knowingly publish false, misleading, deceptive, exaggerated, incomplete, or inaccurate information. Material misrepresentations constitute a material breach of this Agreement and may result in immediate suspension or termination.

4.4 Photographs and Media

Vendor represents and warrants that it owns or possesses all necessary rights to every photograph, logo, video, illustration, graphic, audio recording, promotional material, and other content submitted to the Platform. Vendor grants ORYN Quest a worldwide, perpetual, royalty-free, fully paid, transferable, sublicensable license to host, display, reproduce, distribute, modify solely for formatting purposes, promote, advertise, and otherwise use such materials in connection with operation and promotion of the Platform. Nothing herein transfers ownership of Vendor intellectual property to ORYN Quest.

4.5 Activity Availability

Vendor agrees to maintain reasonably accurate scheduling information and to promptly update availability. Vendor shall not intentionally advertise Activities that it does not reasonably intend to provide.

4.6 Removal of Listings

ORYN Quest reserves the right to remove, suspend, edit, or temporarily disable any listing that reasonably appears to:

• violate this Agreement;
• violate Applicable Law;
• threaten child safety;
• infringe intellectual property;
• contain false information;
• damage Platform integrity; or
• otherwise expose ORYN Quest to unreasonable legal or operational risk.

ORYN Quest may, but is not obligated to, provide Vendor with notice before removing a listing where circumstances reasonably permit.

ARTICLE 5 — VENDOR BOOKINGS, SCHEDULING, PARENT COMMUNICATIONS, AND OPERATIONAL RESPONSIBILITIES

5.1 Acceptance of Bookings

By listing an Activity on the Platform, Vendor agrees to honor confirmed Bookings except where cancellation is reasonably necessary due to circumstances permitted under this Agreement or Applicable Law. Vendor shall not selectively reject confirmed Bookings for discriminatory, retaliatory, anti-competitive, or otherwise unlawful reasons. ORYN Quest reserves the right to monitor Vendor cancellation patterns and repeated booking failures.

5.2 Booking Confirmation

Vendor shall maintain accurate availability information and promptly confirm, update, or otherwise manage Bookings through the Platform. Vendor acknowledges that Parents rely upon Platform scheduling information when making childcare, transportation, employment, educational, and family planning decisions. Repeated failures to maintain accurate scheduling information may result in reduced search visibility, temporary restrictions, suspension, or termination from the Platform.

5.3 Fulfillment of Activities

Vendor agrees to provide Activities substantially consistent with the information represented within the applicable Platform listing. Vendor shall use commercially reasonable efforts to ensure that:

• scheduled dates;
• scheduled times;
• advertised instructors;
• program descriptions;
• age requirements;
• facility locations;
• required equipment;
• participant capacity;
• accessibility information;
• and other material information

remain substantially consistent with the published listing unless reasonable modifications become necessary.

5.4 Instructor Substitutions

Vendor may substitute instructors where reasonably necessary. Substitute instructors shall possess qualifications reasonably appropriate for the Activity. Where a specifically identified instructor constitutes a material reason for enrollment, Vendor shall make commercially reasonable efforts to notify affected Parents before the Activity whenever practicable. ORYN Quest shall not be responsible for instructor substitutions.

5.5 Parent Communications

Vendor agrees to communicate with Parents professionally, respectfully, accurately, and promptly. Communications shall remain limited to purposes reasonably related to:

• Bookings;
• scheduling;
• cancellations;
• emergencies;
• participation requirements;
• accommodations;
• payment matters;
• customer support;
• Activity updates;
• attendance;
• safety matters; and
• other legitimate business purposes.

Vendor shall not use Parent contact information for unrelated marketing except as expressly permitted by Applicable Law and ORYN Quest policies.

5.6 Platform Communications

Where ORYN Quest provides internal messaging functionality, Vendor agrees to use Platform communications whenever reasonably practicable for Booking-related communications. ORYN Quest may retain Platform communications for purposes including:

• customer support;
• fraud prevention;
• dispute resolution;
• safety investigations;
• legal compliance;
• quality assurance;
• and enforcement of this Agreement.

Platform messaging is subject to automated content moderation and message-initiation limits as described in the Vendor Terms & Conditions (Article 4).

5.7 Attendance Records

Vendor shall maintain reasonably accurate attendance records for Activities booked through the Platform. Attendance records may include:

• participant attendance;
• arrival time;
• departure time;
• instructor assignment;
• cancellations;
• no-shows;
• incidents;
• and other operational information reasonably necessary for business operations.

Where Platform functionality permits, Vendor shall update attendance information promptly following completion of Activities.

5.8 Parent Check-In and Check-Out

Vendor remains solely responsible for implementing reasonable participant check-in and release procedures appropriate for the nature of its Activities. ORYN Quest does not supervise custody exchanges or verify pickup authorization unless expressly stated otherwise. Vendor shall exercise reasonable care consistent with Applicable Law and industry practices when releasing participating Children.

5.9 Vendor Cancellations

Vendor agrees to minimize cancellations. Where cancellation becomes necessary, Vendor shall provide notice to affected Parents as promptly as reasonably practicable. Repeated cancellations, particularly those occurring shortly before scheduled Activities, may adversely affect Vendor search ranking, Marketplace visibility, promotional eligibility, or continued participation on the Platform.

5.10 Emergency Closures

Vendor shall promptly notify ORYN Quest whenever Activities must be canceled or materially modified due to:

• severe weather;
• natural disasters;
• governmental orders;
• facility damage;
• instructor illness;
• infectious disease outbreaks;
• safety hazards;
• utility failures;
• transportation interruptions;
• or other emergency circumstances.

ORYN Quest may assist in communicating such changes to affected Parents but assumes no obligation to do so.

5.11 Waitlists

Where waitlist functionality is available, Vendor shall manage available spaces in good faith. Vendor shall not intentionally manipulate waitlists to circumvent Platform policies or unfairly prioritize participants outside established procedures. ORYN Quest reserves the right to automate portions of waitlist management.

5.12 Capacity Management

Vendor shall not knowingly accept more participants than can be safely and reasonably accommodated. Vendor remains solely responsible for determining appropriate participant capacity based upon:

• staffing;
• supervision;
• facility size;
• safety requirements;
• equipment availability;
• instructor qualifications;
• Applicable Law; and
• other operational considerations.

5.13 Operational Standards

Vendor agrees to maintain professional operational standards reasonably consistent with reputable providers offering comparable services. Such standards include:

• timely communications;
• reliable scheduling;
• accurate listings;
• courteous customer service;
• professional conduct;
• safe operational practices;
• appropriate supervision;
• and compliance with this Agreement.

5.14 Quality Monitoring

ORYN Quest may monitor Vendor performance through objective operational metrics, including:

• Parent reviews;
• response times;
• cancellation frequency;
• attendance accuracy;
• complaint history;
• refund rates;
• communication responsiveness;
• booking fulfillment rates;
• Platform policy compliance;
• safety-related reports; and
• other operational indicators.

ORYN Quest may use such information in determining Vendor eligibility, Marketplace ranking, promotional opportunities, featured placement, continued participation, or other Platform decisions.

5.15 Continuous Improvement

Vendor acknowledges that ORYN Quest seeks to maintain a high-quality Marketplace. ORYN Quest may periodically provide operational recommendations, educational materials, best-practice guidance, quality improvement initiatives, accessibility recommendations, customer service suggestions, or compliance reminders. Unless expressly agreed otherwise, such guidance is advisory and does not relieve Vendor of independent responsibility for its operations.

ARTICLE 6 — PRICING, PAYMENTS, COMMISSIONS, AND FINANCIAL RESPONSIBILITIES

6.1 Vendor Pricing

Subject to Marketplace rules established by ORYN Quest, Vendor may establish pricing for Activities offered through the Platform. ORYN Quest reserves the right to implement Marketplace-wide pricing standards, promotional programs, Membership discounts, Credit conversion schedules, dynamic pricing tools, minimum pricing requirements, maximum pricing requirements, or other pricing policies designed to maintain consistency, transparency, competitiveness, and Platform integrity.

6.2 ORYN Quest Service Fees

Vendor acknowledges that ORYN Quest provides substantial technology, marketing, payment processing facilitation, customer acquisition, artificial intelligence tools, booking systems, scheduling functionality, customer support infrastructure, fraud prevention systems, Marketplace operations, and related services. Accordingly, Vendor agrees that ORYN Quest may retain commissions, service fees, subscription fees, transaction fees, listing fees, promotional fees, payment processing deductions, Membership-related adjustments, advertising fees, or other compensation as separately agreed between ORYN Quest and Vendor. ORYN Quest shall provide Vendors with applicable fee schedules through the Platform, separate written agreements, or other authorized communications.

Current default marketplace economics are published in the Marketplace Rules. Display within ORYN Town is never a paid placement (Vendor Terms & Conditions, Article 6).

6.3 Payment Processing

ORYN Quest may collect payments from Parents on behalf of Vendors through one or more third-party payment processors. Vendor hereby appoints ORYN Quest as Vendor's limited agent solely for the purpose of collecting payments from Parents on Vendor's behalf for Activities booked through the Platform. Vendor agrees that a payment received by ORYN Quest from a Parent is deemed received by Vendor, and fully satisfies and extinguishes the Parent's payment obligation to Vendor for that transaction, whether or not ORYN Quest has yet remitted the corresponding payout to Vendor. ORYN Quest's obligation to remit is to Vendor alone. Vendor authorizes ORYN Quest to:

• collect payments;
• deduct applicable Marketplace fees;
• deduct payment processing fees where applicable;
• deduct refunds and authorized adjustments;
• remit net proceeds;
• reconcile transactions;
• issue tax documentation where required; and
• perform other financial administration reasonably necessary for operation of the Platform.

ORYN Quest does not hold funds as a bank, trust company, escrow agent, or fiduciary unless expressly required by Applicable Law.

6.4 Vendor Payouts

Subject to this Agreement, verified transaction completion, fraud review, reserve requirements, payment processor timelines, and Applicable Law, ORYN Quest shall remit eligible Vendor payments on ORYN Quest's operational payout schedule. Payouts are currently processed by ORYN Quest's finance team on a recurring basis rather than on a fixed published calendar, and payout timing may vary depending upon:

• Vendor category;
• payment method;
• geographic region;
• fraud risk;
• transaction history;
• reserve requirements;
• or other commercially reasonable operational considerations.

Except for amounts subject to an active hold under Section 6.5 or offset under this Agreement, ORYN Quest shall initiate payout of a Vendor's earned amounts no later than thirty (30) days after the end of the calendar month in which the booked session was completed. Within that outer limit, payout timing may vary based on the considerations above and is otherwise an estimate.

6.5 Payment Holds

ORYN Quest may temporarily withhold or delay payouts where reasonably necessary to:

• investigate fraud;
• investigate chargebacks;
• resolve Parent disputes;
• investigate safety complaints;
• comply with legal obligations;
• satisfy tax reporting requirements;
• verify Vendor identity;
• verify banking information;
• investigate unusual transaction patterns;
• establish financial reserves; or
• protect the Marketplace from financial loss.

ORYN Quest shall release withheld funds when the basis for the hold has been reasonably resolved unless otherwise prohibited by Applicable Law. Each hold shall be tied to a stated reason communicated to Vendor where legally permitted, and ORYN Quest shall review every active hold at least once every thirty (30) days.

6.6 Refund Adjustments

Where a Parent receives a refund, Credit restoration, charge reversal, goodwill adjustment, payment correction, promotional adjustment, or other authorized financial adjustment relating to a Vendor transaction, ORYN Quest may deduct the corresponding amount from:

• future Vendor payouts;
• reserve balances;
• pending settlements;
• other amounts owed to the Vendor; or
• request direct reimbursement from Vendor.

Vendor agrees to cooperate in resolving refund-related matters in good faith.

6.7 Chargebacks

Where a Parent disputes a payment through a financial institution, ORYN Quest may:

• contest the chargeback;
• provide transaction documentation;
• temporarily withhold Vendor payouts;
• establish reserves;
• debit Vendor balances;
• recover previously paid funds;
• or pursue other commercially reasonable remedies.

Vendor agrees to promptly provide records reasonably requested by ORYN Quest in connection with any payment dispute, including:

• attendance records;
• communications;
• signed waivers maintained by Vendor;
• photographs;
• booking confirmations;
• cancellation records;
• and other supporting documentation.

6.8 Taxes

Vendor remains solely responsible for:

• federal taxes;
• state taxes;
• local taxes;
• income taxes;
• employment taxes;
• payroll taxes;
• sales taxes where applicable;
• business license taxes;
• self-employment taxes;
• value-added taxes where applicable;
• and all other taxes arising from Vendor’s business operations.

ORYN Quest does not provide tax advice. Vendor should consult qualified tax professionals regarding tax obligations.

6.9 Tax Reporting

Vendor agrees to provide all tax documentation reasonably requested by ORYN Quest, including taxpayer identification numbers, certification forms, withholding documentation, beneficial ownership information, or other documentation required by Applicable Law. ORYN Quest may withhold payments where legally required due to missing or invalid tax information. The Platform tracks Vendor payout totals against the applicable reporting threshold, and tax reporting forms — including Internal Revenue Service information returns or similar governmental reporting documents — are prepared and issued through ORYN Quest's payment and accounting processes where required by Applicable Law.

6.10 Financial Records

Vendor shall maintain complete and accurate accounting records concerning all transactions conducted through the Platform. Such records shall include, where applicable:

• invoices;
• receipts;
• attendance records;
• refunds;
• payment reconciliations;
• tax documentation;
• commission calculations;
• promotional adjustments;
• and supporting financial documentation.

6.11 Audit Rights

During the term of this Agreement and for three (3) years thereafter, ORYN Quest may, upon reasonable advance notice, request documentation reasonably necessary to verify compliance with this Agreement, including records relating to:

• Bookings;
• attendance;
• insurance;
• licensing;
• pricing;
• commissions;
• refunds;
• payment disputes;
• tax documentation;
• and other matters materially affecting the Marketplace.

Audits shall be conducted during normal business hours in a manner reasonably designed to minimize disruption. Nothing in this Section authorizes ORYN Quest to obtain information beyond that reasonably necessary for compliance verification.

6.12 Offsets

ORYN Quest may offset amounts owed to Vendor against amounts Vendor owes ORYN Quest under this Agreement, including amounts arising from:

• refunds;
• chargebacks;
• duplicate payments;
• overpayments;
• fraud;
• contractual breaches;
• indemnification obligations;
• administrative corrections;
• or other lawful financial adjustments.

6.13 Currency

Unless otherwise specified, Vendor payouts shall be made in United States Dollars (USD). For international expansion, ORYN Quest may support additional currencies, subject to applicable exchange rates, banking fees, governmental restrictions, and payment processor capabilities.

6.14 Financial Fraud

Vendor shall not knowingly engage in conduct intended to manipulate Marketplace revenue or financial reporting, including:

• fictitious transactions;
• self-bookings intended to generate revenue;
• duplicate billing;
• false attendance reporting;
• unauthorized payment processing outside approved Marketplace procedures;
• money laundering;
• structuring;
• fraudulent refunds;
• kickback arrangements;
• or any unlawful financial activity.

ORYN Quest reserves the right to cooperate with financial institutions, law enforcement, regulators, payment processors, and governmental authorities regarding suspected financial misconduct.

ARTICLE 7 — SAFETY, INCIDENT REPORTING, AND RISK MANAGEMENT

7.1 Safety Commitment

Vendor acknowledges that the health, safety, and well-being of participating Children are fundamental expectations of participation on the ORYN Quest Platform. Vendor agrees to operate Activities in a manner reasonably designed to reduce foreseeable risks consistent with Applicable Law, industry standards, and the nature of the Activity.

7.2 Safe Facilities

Vendor represents that facilities used for Activities shall be maintained in a condition reasonably appropriate for their intended use. Vendor shall promptly address known hazardous conditions within its control and shall comply with all applicable building, fire, occupancy, sanitation, and safety requirements.

7.3 Equipment

Vendor shall use equipment that is reasonably appropriate, maintained, inspected, and suitable for the Activities offered. Vendor remains solely responsible for inspection, maintenance, repair, replacement, and safe operation of equipment used during Activities.

7.4 Incident Reporting

Vendor shall notify ORYN Quest as soon as reasonably practicable, and in no event later than twenty-four (24) hours after becoming aware of any serious incident involving a Booking through the Platform, including but not limited to:

• serious bodily injury;
• hospitalization;
• death;
• allegations of abuse or neglect;
• missing Child incidents;
• criminal activity;
• law enforcement involvement;
• facility evacuations;
• significant property damage;
• communicable disease outbreaks materially affecting participants;
• governmental investigations;
• or any other event reasonably likely to expose ORYN Quest, participating families, or the public to significant legal, safety, or reputational risk.

Vendor shall cooperate in good faith with ORYN Quest regarding any resulting review or investigation.

7.5 Emergency Preparedness

Vendor shall develop, implement, and maintain emergency response procedures reasonably appropriate for the nature of its Activities. Where applicable, Vendor’s emergency procedures should address:

• fire emergencies;
• severe weather;
• earthquakes;
• active threat situations;
• medical emergencies;
• evacuation procedures;
• shelter-in-place procedures;
• missing Child incidents;
• utility failures;
• hazardous materials;
• transportation incidents;
• communicable disease response;
• and other reasonably foreseeable emergencies.

Vendor remains solely responsible for implementing and executing its emergency response procedures.

7.6 Emergency Contacts

Vendor shall maintain reasonable procedures for obtaining and accessing Parent emergency contact information before or during Activities. Vendor agrees to make reasonable efforts to notify Parents promptly when emergency circumstances materially affect a participating Child. ORYN Quest may facilitate communication through Platform tools but assumes no responsibility for emergency notification.

7.7 First Aid and Medical Response

Vendor remains solely responsible for determining whether personnel should maintain first aid, CPR, AED, lifeguard, coaching, childcare, or other certifications appropriate for the Activities offered. ORYN Quest neither establishes nor certifies such requirements unless expressly stated in writing.

7.8 Mandatory Reporting

Vendor acknowledges that certain personnel may qualify as mandatory reporters under Applicable Law. Vendor remains solely responsible for:

• identifying mandatory reporting obligations;
• training personnel;
• complying with reporting laws;
• cooperating with governmental authorities;
• and maintaining records required by law.

Nothing in this Agreement limits or alters any mandatory reporting obligations imposed by Applicable Law.

7.9 Child Protection Policies

Vendor agrees to implement commercially reasonable child protection procedures appropriate for its business, which may include:

• two-adult supervision policies where appropriate;
• controlled check-in and check-out procedures;
• visitor identification procedures;
• employee conduct standards;
• anti-harassment policies;
• abuse prevention training;
• reporting mechanisms;
• social media guidelines involving minors;
• photography policies;
• and other safeguards appropriate for Vendor operations.

7.10 Incident Documentation

Vendor shall prepare written documentation for significant safety incidents involving Platform participants. Incident reports should, where applicable, include:

• date and time;
• location;
• names of personnel involved;
• factual description of events;
• witnesses;
• emergency services involvement;
• photographs where appropriate;
• corrective actions taken; and
• follow-up communications.

Vendor shall maintain such records consistent with Applicable Law and this Agreement.

7.11 Insurance Claims

Vendor shall promptly notify applicable insurers regarding incidents requiring notice under Vendor insurance policies. Vendor shall cooperate with insurers, ORYN Quest, governmental authorities, and legal counsel regarding claims involving Platform Bookings. Nothing herein requires disclosure of attorney-client privileged communications or protected work product.

7.12 Corrective Action

Following significant incidents, ORYN Quest may request that Vendor provide a corrective action plan addressing identified operational concerns. Such requests do not transfer operational responsibility to ORYN Quest. Vendor remains solely responsible for implementation of corrective actions.

7.13 Marketplace Safety Reviews

ORYN Quest reserves the right to conduct internal Trust & Safety reviews following reports involving:

• child safety;
• serious injuries;
• abuse allegations;
• repeated Parent complaints;
• regulatory actions;
• licensing concerns;
• insurance deficiencies;
• or other matters reasonably affecting Marketplace integrity.

ORYN Quest may temporarily suspend Bookings or Vendor participation while a review is pending where reasonably necessary to protect Platform users. Participation in any review does not constitute a finding of wrongdoing by ORYN Quest.

ARTICLE 8 — VENDOR REPRESENTATIONS, WARRANTIES, AND CONTINUING COVENANTS

Vendor continuously represents, warrants, and covenants that throughout participation on the Platform:

8.1 Legal Authority

Vendor possesses full legal authority to enter into and perform this Agreement.

8.2 Organizational Status

Vendor is duly organized, validly existing, and in good standing under the laws governing its organization where such status is legally applicable.

8.3 Compliance

Vendor complies with all Applicable Laws governing its business operations.

8.4 Licensure

All required licenses, registrations, certifications, permits, inspections, and governmental approvals remain valid and in good standing.

8.5 Insurance

Vendor maintains all insurance required by Applicable Law and all insurance Vendor has determined appropriate for Vendor's operations, consistent with Section 2.5.

8.6 Accuracy

All information provided to ORYN Quest is accurate, complete, current, and not misleading. Vendor shall promptly update any information that becomes materially inaccurate.

8.7 Professional Conduct

Vendor shall conduct its business honestly, ethically, professionally, and in a manner consistent with reasonable industry standards.

8.8 No Governmental Restrictions

Vendor is not currently subject to any governmental order, injunction, license suspension, debarment, prohibition, or regulatory restriction that materially prevents Vendor from providing Activities listed through the Platform. Vendor agrees to immediately notify ORYN Quest if such circumstances arise.

8.9 No Infringement

Vendor represents that Activities, instructional materials, marketing materials, logos, photographs, videos, trademarks, and other content submitted to the Platform do not knowingly infringe the intellectual property rights of any third party.

8.10 Financial Integrity

Vendor shall maintain accurate financial records and shall not knowingly engage in fraudulent accounting, unlawful billing, kickbacks, bribery, money laundering, false claims, or other unlawful financial practices.

8.11 Continuing Duty

The representations, warranties, and covenants contained within this Article are continuing obligations. Vendor shall promptly notify ORYN Quest upon becoming aware that any representation contained herein is no longer accurate. Failure to provide such notice constitutes a material breach of this Agreement.

ARTICLE 9 — VENDOR INTELLECTUAL PROPERTY, BRANDING, AND MARKETING

9.1 Vendor Ownership

Vendor retains ownership of its trademarks, service marks, logos, copyrighted materials, photographs, videos, business names, trade dress, and other intellectual property submitted to the Platform. Except as expressly provided in this Agreement, nothing transfers ownership of Vendor intellectual property to ORYN Quest.

9.2 License to ORYN Quest

Vendor grants ORYN Quest a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license during the term of this Agreement to:

• display;
• reproduce;
• publish;
• distribute;
• publicly perform;
• publicly display;
• resize;
• format;
• translate;
• promote;
• advertise;
• archive;
• and otherwise use Vendor-provided content solely in connection with operation, promotion, improvement, and marketing of the Platform and the Vendor’s Activities.

ORYN Quest may continue to retain archival copies where reasonably necessary for legal compliance, dispute resolution, historical records, or backup purposes. Display of Vendor identification within ORYN Town is subject to the limits, opt-out, and brand-safety controls described in the Vendor Terms & Conditions (Article 6).

9.3 Use of ORYN Quest Branding

Vendor shall not use ORYN Quest’s name, trademarks, logos, branding, trade dress, marketing materials, screenshots, or other proprietary branding except:

• (a) as expressly authorized in writing;
• (b) through official Platform marketing assets; or
• (c) as otherwise permitted under written ORYN Quest branding guidelines.

Vendor shall not imply sponsorship, endorsement, partnership, certification, ownership, or affiliation beyond the relationship expressly established by this Agreement.

9.4 Marketing Standards

Vendor agrees that all marketing materials, advertisements, promotions, photographs, videos, descriptions, testimonials, pricing claims, promotional statements, and representations displayed through the Platform shall be truthful, accurate, substantiated where required by Applicable Law, and not misleading. Vendor shall not make false or deceptive claims regarding:

• educational outcomes;
• developmental outcomes;
• medical benefits;
• therapeutic results;
• certifications;
• instructor qualifications;
• insurance acceptance;
• government approvals;
• accessibility capabilities;
• pricing;
• discounts;
• or any other material characteristic of its Activities.

9.5 Promotional Campaigns

ORYN Quest may include Vendor listings, logos, photographs, descriptions, and Activity information in:

• Marketplace search results;
• featured listings;
• email campaigns;
• social media campaigns;
• digital advertising;
• print materials;
• investor presentations;
• press releases;
• public relations materials;
• conference materials;
• educational content;
• demonstrations;
• and other promotional initiatives relating to the Platform.

ORYN Quest shall not knowingly misrepresent Vendor services in such materials.

9.6 Reviews and Testimonials

Subject to Applicable Law, ORYN Quest may display Parent ratings, reviews, accessibility feedback, and testimonials associated with Vendor listings. Vendor acknowledges that authentic consumer reviews contribute to Marketplace transparency. Vendor shall not:

• submit fake reviews;
• encourage false reviews;
• purchase reviews;
• threaten Parents regarding reviews;
• offer undisclosed compensation for reviews;
• manipulate review scores;
• or otherwise interfere with the integrity of the Marketplace review system.

Review integrity rules for all users appear in the Marketplace Rules.

9.7 Search Rankings

Vendor acknowledges that ORYN Quest may utilize proprietary algorithms to determine Marketplace rankings. Ranking factors may include, without limitation:

• Parent satisfaction;
• responsiveness;
• booking completion rates;
• cancellation rates;
• Activity quality indicators;
• accessibility information;
• safety history;
• profile completeness;
• geographic relevance;
• user preferences;
• AI personalization;
• Marketplace engagement;
• and other operational factors.

ORYN Quest is not obligated to disclose the weighting or methodology of its ranking systems.

9.8 Vendor Promotions

ORYN Quest may invite Vendors to participate in optional promotional programs. Participation shall be voluntary unless otherwise expressly agreed. ORYN Quest reserves the right to establish eligibility requirements, participation limits, promotional pricing, advertising standards, and program terms.

9.9 Press Inquiries

Vendor shall not issue press releases or public statements representing that ORYN Quest endorses, certifies, guarantees, sponsors, or partners with Vendor unless expressly authorized in writing. Where media inquiries concern both Vendor and ORYN Quest, Vendor agrees to make commercially reasonable efforts to notify ORYN Quest before issuing statements that materially reference the Platform.

ARTICLE 10 — CONFIDENTIALITY, DATA PROTECTION, AND VENDOR PRIVACY OBLIGATIONS

10.1 Confidential Information

For purposes of this Agreement, “Confidential Information” includes all non-public information disclosed by ORYN Quest, whether oral, written, electronic, visual, or otherwise, including without limitation:

• software;
• source code;
• APIs;
• algorithms;
• AI systems;
• business strategies;
• pricing methodologies;
• commission structures;
• Marketplace analytics;
• user data;
• product roadmaps;
• financial information;
• operational procedures;
• vendor performance metrics;
• security procedures;
• product designs;
• engineering documentation;
• investor information;
• trade secrets;
• and all other information that reasonably should be understood to be confidential.

10.2 Vendor Obligations

Vendor agrees to:

• (a) protect Confidential Information using at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care;
• (b) use Confidential Information solely for purposes of performing under this Agreement;
• (c) restrict disclosure to personnel with a legitimate business need to know;
• (d) require such personnel to maintain confidentiality obligations no less protective than those contained herein; and
• (e) promptly notify ORYN Quest of any unauthorized disclosure or suspected compromise.

10.3 Exclusions

Confidential Information does not include information that Vendor demonstrates:

• became publicly available without breach of this Agreement;
• was lawfully known by Vendor before disclosure;
• was independently developed without use of ORYN Quest Confidential Information;
• or was lawfully received from an independent third party without confidentiality restrictions.

10.4 Compelled Disclosure

If Vendor is legally required to disclose Confidential Information pursuant to subpoena, court order, governmental demand, or Applicable Law, Vendor shall, where legally permitted:

• promptly notify ORYN Quest;
• cooperate with reasonable efforts to limit disclosure;
• disclose only the information legally required; and
• seek confidential treatment where appropriate.

10.5 Parent Information

Vendor acknowledges that information relating to Parents and Children is highly sensitive. Vendor shall use Parent and Child information solely for purposes reasonably necessary to provide booked Activities. Vendor shall not:

• sell Parent information;
• rent Parent information;
• license Parent information;
• create independent marketing databases from Platform information;
• scrape Parent information;
• disclose Parent information to unrelated third parties;
• or otherwise use Platform information beyond the purposes authorized by this Agreement or Applicable Law.

10.6 Information Security

Vendor agrees to implement commercially reasonable administrative, technical, and physical safeguards designed to protect Parent, Child, and ORYN Quest information against unauthorized access, disclosure, alteration, destruction, or misuse. Such safeguards should be appropriate for the size, complexity, and nature of Vendor’s operations.

10.7 Security Incidents

Vendor shall notify ORYN Quest without unreasonable delay—and, where practicable, within twenty-four (24) hours after becoming aware—of any actual or reasonably suspected security incident involving:

• Parent information;
• Child information;
• ORYN Quest systems;
• Platform credentials;
• payment information;
• Confidential Information;
• or other information relating to Platform operations.

Vendor agrees to cooperate fully in investigating, mitigating, containing, documenting, and remediating such incidents.

10.8 Data Minimization

Vendor agrees to collect, access, retain, and use only the information reasonably necessary to perform booked Activities and comply with Applicable Law. Vendor shall avoid unnecessary collection of sensitive personal information.

10.9 Data Retention and Destruction

Vendor shall retain Parent and Child information only for as long as reasonably necessary to:

• provide services;
• satisfy legal obligations;
• resolve disputes;
• comply with insurance requirements;
• comply with regulatory obligations;
• or otherwise fulfill legitimate business purposes.

Upon expiration of the applicable retention period, Vendor shall securely destroy or permanently de-identify information where required by Applicable Law and where continued retention is no longer reasonably necessary.

10.10 Privacy Compliance

Vendor represents and warrants that its handling of Parent and Child information complies with all Applicable Laws governing privacy, data protection, cybersecurity, consumer protection, children’s privacy, and information security. Vendor remains solely responsible for maintaining any privacy notices, consent mechanisms, breach notification procedures, and internal policies required for its independent business operations.

10.11 Cross-Border Data Transfers

If Vendor transfers Personal Information outside the jurisdiction in which it was collected, Vendor shall ensure that such transfers comply with Applicable Law and any contractual requirements imposed by ORYN Quest.

10.12 Survival

The obligations contained in this Article shall survive expiration or termination of this Agreement for so long as Vendor possesses ORYN Quest Confidential Information or Parent or Child information obtained through the Platform.

ARTICLE 11 — VENDOR INTELLECTUAL PROPERTY INFRINGEMENT, COPYRIGHT, AND DMCA COMPLIANCE

11.1 Respect for Intellectual Property

Vendor agrees to respect the intellectual property rights of ORYN Quest, Parents, other Vendors, and third parties. Vendor shall not knowingly upload, publish, display, distribute, reproduce, transmit, perform, modify, or otherwise use any material that infringes copyrights, trademarks, patents, trade secrets, rights of publicity, rights of privacy, or other proprietary rights.

11.2 Vendor Warranty

Vendor represents and warrants that all content submitted to the Platform, including without limitation:

• photographs;
• logos;
• videos;
• graphics;
• advertisements;
• curriculum materials;
• instructional materials;
• descriptions;
• promotional materials;
• trademarks;
• business names;
• and all other submitted content,

is either:

• (a) owned by Vendor; or
• (b) lawfully licensed for Vendor’s intended use.

Vendor shall maintain documentation supporting such ownership or licensing upon reasonable request.

11.3 Notice of Claimed Infringement

ORYN Quest may establish procedures allowing copyright owners, trademark owners, or other rights holders to report alleged infringement occurring through the Platform. ORYN Quest reserves the right to investigate such reports in good faith. Submission of a complaint does not automatically establish infringement.

11.4 Temporary Removal

Where ORYN Quest reasonably believes that content may infringe intellectual property rights, ORYN Quest may temporarily:

• remove content;
• disable access;
• suspend listings;
• restrict Vendor Accounts;
• or take other reasonable interim actions

pending investigation. ORYN Quest shall endeavor to provide Vendor with notice whenever reasonably practicable.

11.5 Counter Notification

Where applicable under copyright law, Vendor may submit a counter-notification disputing an infringement claim. ORYN Quest may restore removed materials where legally appropriate and consistent with applicable intellectual property laws.

11.6 Repeat Infringers

ORYN Quest reserves the right to suspend or permanently terminate Vendors who repeatedly infringe or are reasonably determined to repeatedly violate intellectual property rights. ORYN Quest shall determine repeat infringement status based upon the totality of the circumstances, including:

• substantiated complaints;
• judicial findings;
• admissions;
• settlement agreements;
• repeated removals;
• and other relevant information.

11.7 Preservation of Rights

Nothing contained in this Agreement limits ORYN Quest’s right to seek injunctive relief, damages, specific performance, or any other remedies available under Applicable Law relating to infringement of ORYN Quest intellectual property.

ARTICLE 12 — VENDOR SUSPENSION, ENFORCEMENT, CORRECTIVE ACTION, AND TERMINATION

12.1 ORYN Quest Enforcement Authority

To maintain the safety, integrity, quality, reputation, and legal compliance of the Marketplace, ORYN Quest reserves broad discretion to investigate suspected violations of this Agreement. ORYN Quest may implement enforcement actions proportionate to the circumstances presented.

12.2 Grounds for Enforcement

Enforcement action may be taken where ORYN Quest reasonably determines that Vendor has:

• violated this Agreement;
• violated Applicable Law;
• endangered Child safety;
• submitted false information;
• engaged in fraud;
• materially misrepresented services;
• failed to maintain required licenses;
• failed to maintain insurance required by Applicable Law;
• failed to cooperate during investigations;
• repeatedly canceled Activities;
• manipulated Marketplace systems;
• violated privacy obligations;
• infringed intellectual property rights;
• received repeated substantiated safety complaints;
• engaged in discriminatory conduct prohibited by law;
• damaged Marketplace integrity; or
• otherwise exposed ORYN Quest to unreasonable legal, financial, operational, cybersecurity, or reputational risk.

12.3 Progressive Enforcement

Where appropriate, ORYN Quest may utilize progressive enforcement measures, including:

• educational reminders;
• written warnings;
• corrective action plans;
• temporary listing restrictions;
• reduced Marketplace visibility;
• temporary suspension;
• probationary status;
• enhanced compliance monitoring;
• temporary payment holds;
• or permanent removal.

Nothing in this Section requires ORYN Quest to employ progressive discipline before taking immediate action where Child safety, fraud, legal compliance, cybersecurity, or other significant risks reasonably require immediate intervention.

12.4 Corrective Action Plans

ORYN Quest may require Vendor to prepare and implement a written corrective action plan addressing identified deficiencies. Such plans may include:

• staff training;
• policy revisions;
• facility improvements;
• insurance updates;
• licensing corrections;
• operational changes;
• accessibility improvements;
• communication improvements;
• documentation improvements;
• cybersecurity enhancements;
• or other commercially reasonable corrective measures.

Vendor shall cooperate in good faith with such requests.

12.5 Immediate Suspension

ORYN Quest may immediately suspend Vendor participation, without prior notice, where ORYN Quest reasonably believes immediate action is necessary to protect:

• participating Children;
• Parents;
• Platform users;
• ORYN Quest personnel;
• Marketplace integrity;
• confidential information;
• payment systems;
• or compliance with Applicable Law.

Immediate suspension shall not constitute a determination of fault.

12.6 Vendor Response

Where circumstances reasonably permit, Vendor may submit information responding to enforcement actions. ORYN Quest shall review such information in good faith but retains sole discretion regarding continued Marketplace participation, subject to Applicable Law.

12.7 Termination by Vendor

Vendor may terminate participation by providing written notice through methods designated by ORYN Quest. Termination shall not affect:

• previously accrued payment obligations;
• pending investigations;
• completed Bookings;
• outstanding refunds;
• indemnification obligations;
• confidentiality obligations;
• audit rights;
• record retention requirements;
• or other provisions intended to survive termination.

12.8 Termination by ORYN Quest

ORYN Quest may terminate this Agreement immediately where Vendor materially breaches this Agreement or where continued participation is reasonably determined to present unacceptable legal, financial, operational, safety, regulatory, or reputational risk. ORYN Quest may also terminate Vendor participation for convenience upon reasonable notice where Marketplace operations are restructured, discontinued, or otherwise modified.

12.9 Effect of Termination

Upon termination:

• Vendor’s Marketplace listings may be removed;
• future Bookings may be canceled;
• Platform access may be disabled;
• unpaid amounts may be reconciled;
• earned amounts not subject to an active hold under Section 6.5 remain payable on the timing stated in Section 6.4;
• pending disputes may continue;
• audit rights shall survive;
• confidentiality obligations shall survive;
• payment obligations shall survive;
• indemnification obligations shall survive;
• and other surviving provisions shall remain fully enforceable.

Vendor shall immediately cease representing itself as participating in the ORYN Quest Marketplace.

12.10 Reservation of Rights

ORYN Quest’s exercise of enforcement authority under this Agreement shall not limit any other contractual, statutory, equitable, or common law rights or remedies available to ORYN Quest.

ARTICLE 13 — DISCLAIMERS

13.1 Marketplace Role

Vendor acknowledges that ORYN Quest is a technology marketplace. ORYN Quest is not:

• a childcare provider;
• an educational institution;
• a sports league;
• a camp operator;
• a healthcare provider;
• an employer of Vendor personnel;
• an insurer;
• a guarantor;
• a licensing authority;
• or the operator of Vendor Activities.

13.2 No Guarantee of Bookings

ORYN Quest does not guarantee:

• any minimum number of Bookings;
• revenue;
• profitability;
• Marketplace ranking;
• customer acquisition;
• search visibility;
• geographic coverage;
• promotional opportunities;
• AI recommendation frequency;
• or future Marketplace participation.

13.3 Platform Availability

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

ORYN QUEST DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND UNINTERRUPTED OPERATION.

13.4 Third-Party Services

ORYN Quest is not responsible for failures, interruptions, delays, security incidents, payment processor outages, telecommunications failures, cloud provider interruptions, or other disruptions arising from third-party systems beyond ORYN Quest’s reasonable control.

ARTICLE 14 — LIMITATION OF LIABILITY

14.1 Applicability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS ARTICLE APPLIES TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, BOOKINGS, PAYMENTS, MEMBERSHIPS, VENDOR LISTINGS, AI SERVICES, MARKETPLACE OPERATIONS, OR ANY RELATIONSHIP BETWEEN VENDOR AND ORYN QUEST.

14.2 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORYN QUEST, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, LICENSORS, CONTRACTORS, AGENTS, SUCCESSORS, ASSIGNS, SERVICE PROVIDERS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY:

• indirect damages;
• incidental damages;
• consequential damages;
• punitive damages;
• exemplary damages;
• special damages;
• loss of profits;
• loss of anticipated revenue;
• loss of business opportunities;
• loss of goodwill;
• loss of contracts;
• business interruption;
• loss of customers;
• loss of marketplace position;
• loss of data;
• loss of reputation;
• increased operating expenses;
• replacement costs;
• or other similar damages,

REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF ORYN QUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ORYN QUEST ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

• (a) THE TOTAL MARKETPLACE FEES RETAINED BY ORYN QUEST FROM THE VENDOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• (b) FIVE HUNDRED UNITED STATES DOLLARS (US $500.00).

Nothing in this Article limits liability that cannot lawfully be limited under Applicable Law.

14.4 Allocation of Risk

Vendor acknowledges that:

• Marketplace pricing;
• commission structures;
• Platform access;
• and ORYN Quest’s willingness to enter into this Agreement

are based upon the allocation of risk contained herein. Vendor further acknowledges that these limitations constitute an essential basis of the parties’ agreement.

ARTICLE 15 — VENDOR INDEMNIFICATION

15.1 Vendor Indemnification

Vendor agrees to defend (where requested by ORYN Quest), indemnify, and hold harmless ORYN Quest, Inc., together with its parent companies, subsidiaries, affiliates, successors, assigns, officers, directors, shareholders, employees, contractors, agents, advisors, licensors, insurers, service providers, and representatives (collectively, the “ORYN Quest Indemnified Parties”) from and against any and all claims, demands, investigations, administrative proceedings, governmental actions, lawsuits, judgments, settlements, liabilities, penalties, fines, damages, losses, costs, and expenses (including reasonable attorneys’ fees, expert witness fees, court costs, arbitration costs, and investigation expenses) arising from or relating to:

• (a) Vendor’s Activities;
• (b) injuries involving Vendor Activities;
• (c) death occurring during Vendor Activities;
• (d) property damage;
• (e) Vendor personnel;
• (f) Vendor facilities;
• (g) Vendor equipment;
• (h) Vendor transportation;
• (i) Vendor negligence;
• (j) Vendor’s intentional misconduct;
• (k) violation of Applicable Law;
• (l) violation of this Agreement;
• (m) intellectual property infringement;
• (n) employment-related claims involving Vendor personnel;
• (o) tax obligations;
• (p) privacy violations;
• (q) cybersecurity incidents caused by Vendor;
• (r) licensing deficiencies;
• (s) insurance deficiencies;
• (t) accessibility-related claims arising from Vendor operations;
• (u) discrimination claims arising from Vendor conduct;
• (v) abuse or neglect allegations involving Vendor personnel;
• (w) governmental investigations involving Vendor;
• (x) regulatory enforcement actions involving Vendor;
• (y) Vendor’s marketing or advertising; or
• (z) any other act or omission for which Vendor is legally responsible.

15.2 Defense

ORYN Quest reserves the right to assume exclusive control over the defense of any matter otherwise subject to indemnification. Vendor agrees to cooperate fully in such defense.

15.3 No Limitation

Vendor’s indemnification obligations shall not be limited by:

• insurance coverage;
• insurance limits;
• limitation of liability provisions;
• Marketplace fees;
• or any other contractual limitation.

ARTICLE 16 — DISPUTE RESOLUTION

16.1 Good Faith Negotiation

Before commencing arbitration or litigation, the parties agree to participate in good-faith efforts to resolve disputes informally. The initiating party shall provide written notice describing:

• the nature of the dispute;
• supporting facts;
• requested relief; and
• relevant documentation reasonably available.

16.2 Informal Resolution Period

Unless prohibited by Applicable Law, the parties shall attempt informal resolution for sixty (60) days before initiating arbitration or litigation. Nothing herein waives statutes of limitation or other legal rights.

16.3 Preservation of Evidence

Both parties agree to preserve records reasonably relevant to any dispute, including:

• booking records;
• attendance records;
• communications;
• photographs;
• videos;
• payment information;
• audit logs;
• AI records;
• system logs;
• and other relevant documentation.

ARTICLE 17 — BINDING ARBITRATION

17.1 Agreement to Arbitrate

Except where prohibited by Applicable Law, Vendor and ORYN Quest agree that disputes arising under this Agreement shall be resolved exclusively through final and binding arbitration.

17.2 Arbitration Rules

Unless ORYN Quest designates another nationally recognized arbitration administrator offering substantially comparable procedures, arbitration shall be administered under the commercial arbitration rules of: the American Arbitration Association (AAA), under its Commercial Arbitration Rules then in effect.

17.3 Individual Proceedings

Vendor agrees that claims shall be brought solely in an individual capacity. Vendor waives participation in:

• class actions;
• class arbitrations;
• representative proceedings;
• consolidated arbitrations;
• mass arbitrations;
• and similar collective proceedings,

to the fullest extent permitted by Applicable Law.

17.4 Injunctive Relief

Nothing in this Article limits ORYN Quest’s ability to seek immediate injunctive relief relating to:

• intellectual property;
• confidential information;
• trade secrets;
• cybersecurity;
• child safety;
• Platform integrity;
• or other matters where monetary damages would be inadequate.

17.5 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

ARTICLE 18 — GENERAL PROVISIONS

18.1 Entire Agreement

This Vendor Agreement, together with every document incorporated by reference, constitutes the complete agreement between Vendor and ORYN Quest concerning Vendor participation on the Platform.

18.2 Order of Precedence

If a conflict exists between this Vendor Agreement and another Marketplace policy, the following order shall govern unless expressly stated otherwise:

• 1. Individually negotiated written amendments signed by ORYN Quest.
• 2. This Vendor Participation Agreement.
• 3. Vendor Terms & Conditions.
• 4. Marketplace Rules.
• 5. Vendor Verification Policy.
• 6. Trust & Safety Policy and Background Check Policy.
• 7. Other Platform policies.

18.3 Amendments

ORYN Quest may modify this Agreement from time to time. Where required by Applicable Law or where ORYN Quest determines appropriate, Vendors shall be required to affirmatively accept revised terms before continued Marketplace participation. ORYN Quest shall maintain version histories, acceptance logs, timestamps, user identifiers, device information, IP addresses where appropriate, and audit records demonstrating acceptance.

18.4 Electronic Signatures

Vendor agrees that electronic signatures, click-through acceptance, digital acknowledgments, electronic records, and Platform acceptance mechanisms satisfy all legal signature requirements to the fullest extent permitted by Applicable Law.

18.5 Assignment

Vendor may not assign this Agreement without ORYN Quest’s prior written consent. ORYN Quest may freely assign this Agreement in connection with:

• mergers;
• acquisitions;
• financings;
• reorganizations;
• sale of assets;
• affiliate transactions;
• or by operation of law.

18.6 Force Majeure

Neither party shall be liable for delays or failures resulting from circumstances beyond reasonable control, including:

• natural disasters;
• pandemics;
• governmental actions;
• cyberattacks;
• utility failures;
• internet outages;
• labor disputes;
• war;
• terrorism;
• civil unrest;
• transportation interruptions;
• or similar force majeure events.

18.7 Survival

The following provisions survive termination:

• payment obligations;
• audit rights;
• confidentiality;
• intellectual property;
• limitation of liability;
• indemnification;
• dispute resolution;
• arbitration;
• governing law;
• privacy obligations;
• record retention;
• and any other provisions intended by their nature to survive.

18.8 Notices

Legal notices shall be directed to: ORYN Quest, Inc. Legal Department Address: 1501 Lynglen Drive, Glendale, CA 91206, USA Phone: +1 (818) 439-9127 Email: support@orynquest.com ORYN Quest may update notice information by publishing revised contact information on the Platform.

18.9 Governing Law

This Agreement, and any dispute arising out of or relating to it or the Platform, is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except to the extent superseded by federal law or otherwise required by Applicable Law. This provision matches the governing-law provisions of the Terms of Use and the Parent & Guardian Terms and Conditions.

18.10 Relationship of the Parties

Nothing contained herein creates an employment relationship, partnership, joint venture, franchise, agency, fiduciary relationship, or similar legal relationship between ORYN Quest and Vendor. Vendor remains an independent contractor operating its own independent business.

VENDOR ACKNOWLEDGMENT

BY CREATING A VENDOR ACCOUNT, LISTING ACTIVITIES, ACCEPTING BOOKINGS, RECEIVING PAYMENTS, OR OTHERWISE PARTICIPATING IN THE ORYN QUEST MARKETPLACE, VENDOR ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF ITS CHOOSING, AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.

END OF VENDOR AGREEMENT