Vendor Terms & Conditions

ARTICLE 1 — INTRODUCTION, SCOPE, AND RELATIONSHIP TO OTHER AGREEMENTS

1.1 Agreement

These Vendor Terms & Conditions ("Vendor Terms") constitute a legally binding agreement between ORYN Quest, Inc., a Delaware corporation ("ORYN Quest," "Company," "we," "our," or "us"), and each business or individual that creates, accesses, or uses a Vendor Account on the ORYN Quest platform, including the orynquest.com websites, mobile applications, messaging systems, artificial intelligence tools, booking systems, and related services (collectively, the "Platform"). These Vendor Terms govern day-to-day USE of the Platform through a Vendor Account, including:

• accounts and eligibility;
• listing rules;
• messaging conduct;
• reviews and ratings;
• the content license, including display within ORYN Town;
• handling of Parent and Child information;
• quality standards; and
• enforcement.

1.2 Relationship to the Vendor Participation Agreement

The commercial relationship between ORYN Quest and each Vendor is governed by the ORYN Quest Vendor Participation Agreement (the "Participation Agreement"), including:

• eligibility representations and professional responsibilities;
• licensing, insurance, and compliance covenants;
• bookings, scheduling, and fulfillment obligations;
• pricing, payments, payouts, and financial administration;
• safety and incident-reporting obligations;
• confidentiality and data-protection obligations;
• disclaimers and limitations of liability;
• indemnification; and
• dispute resolution and arbitration.

These Vendor Terms supplement, and do not replace, the Participation Agreement. In the event of a conflict, the Participation Agreement controls over these Vendor Terms in accordance with the order of precedence stated in the Participation Agreement.

1.3 Incorporated Documents

The following documents are incorporated into these Vendor Terms by reference, each as published on the Platform and updated from time to time:

• the Vendor Participation Agreement;
• the Vendor Code of Conduct;
• the Marketplace Rules;
• the Vendor Verification Policy;
• the Background Check Policy;
• the Trust & Safety Policy;
• the Child Safety Policy;
• the Community Guidelines;
• the Refund & Cancellation Policy;
• the Recurring Enrollment Terms (where the recurring enrollment feature is made available);
• the Terms of Use;
• the Privacy Policy; and
• the AI Features Terms.

1.4 Definitions

Capitalized terms used but not defined in these Vendor Terms have the meanings given in the Participation Agreement or, where not defined there, in the Parent & Guardian Terms and Conditions (including "Activity," "Applicable Law," "Booking," "Child," "Credits," "Membership," "Parent," "Platform," and "Vendor"). In addition:

• (a) "Vendor Account" means the registered account through which a Vendor accesses the Platform's vendor portal, manages listings, receives Bookings, communicates with Parents, and receives payout information.
• (b) "ORYN Town" means the kid-safe game world made available through the Platform's play area, including the "Main Street" scene in which approved Vendor storefronts may be displayed.
• (c) "Town Listing" means the limited Vendor identification displayed within ORYN Town, consisting of the Vendor's business name, business category, and city.

1.5 Acceptance

By creating a Vendor Account, submitting a Vendor application, maintaining a listing, accepting Bookings, or otherwise using the Platform in a Vendor capacity, you acknowledge that you have read, understood, and agree to be bound by these Vendor Terms. Electronic acceptance, click-through acceptance, checkbox acknowledgment, and Platform acceptance mechanisms satisfy all signature requirements to the fullest extent permitted by Applicable Law. Where ORYN Quest publishes a revised version of these Vendor Terms, the Platform may require you to affirmatively re-accept the revised version before continuing to use Vendor functionality. ORYN Quest maintains records of each acceptance, including the version accepted and the time of acceptance.

ARTICLE 2 — VENDOR ACCOUNTS AND ELIGIBILITY

2.1 Authorized Business Representatives

A Vendor Account may be created and operated only by an individual who:

• (a) is at least eighteen (18) years of age;
• (b) is authorized to act on behalf of the Vendor business identified in the account; and
• (c) has authority to bind that business to these Vendor Terms, the Participation Agreement, and the other Incorporated Documents.

Children are never permitted to hold accounts of any kind on the Platform.

2.2 Accurate Business Information

You agree to provide accurate, complete, and current business information during application and at all times thereafter, including:

• legal and operating business name;
• business category and description;
• business address, city, and service locations;
• business contact information (phone and website where provided);
• accessibility and accommodation attributes you declare; and
• any credentials or insurance information you choose to present to Parents.

You shall promptly update your Vendor Account whenever any material information changes. Submitting false, misleading, or impersonating business information is grounds for rejection, suspension, or removal.

2.3 Application and Review

Vendor participation requires an application and ORYN Quest approval:

• (a) a submitted application is placed in pending status for administrative review;
• (b) ORYN Quest may approve or decline the application in its discretion, and may state a reason for a declination;
• (c) a declined applicant may correct deficiencies and resubmit, which returns the application to pending review; and
• (d) vendor portal privileges — including publishing listings and managing Bookings — are granted only upon approval.

ORYN Quest's application review addresses business-facing information, as described in the Vendor Verification Policy. Approval is not an endorsement, certification, or guarantee of any Vendor, and it does not mean that ORYN Quest has verified licenses, certifications, insurance, staff screening, or accommodation capabilities. See the Vendor Verification Policy and the Background Check Policy.

2.4 Account Security

You are responsible for maintaining the confidentiality of your Vendor Account credentials and for all activity occurring through the Vendor Account, as further described in the Participation Agreement. You shall promptly notify ORYN Quest at support@orynquest.com of any suspected unauthorized access.

2.5 Account Lifecycle States

A Vendor Account may hold the following lifecycle states, which control Platform functionality:

• draft or pending — application in progress or awaiting review; no public listings;
• approved — full vendor portal access; listings publicly visible;
• probation — a quality state within the approved lifecycle (see Article 8); listings remain publicly visible while improvement is expected;
• suspended — vendor portal access restricted and public marketplace visibility removed, pending review or reinstatement; and
• rejected — application declined; eligible for correction and resubmission.

ORYN Quest records administrative account actions (including approval, rejection, suspension, and reinstatement) in internal audit logs.

2.6 One Vendor Profile; Acting as a Parent

Each user account supports one Vendor profile. An individual who operates a Vendor Account may also use the Platform as a Parent; when doing so, that individual is bound by the Parent-facing documents in that capacity, and by these Vendor Terms in the Vendor capacity.

ARTICLE 3 — LISTING RULES

3.1 Accuracy

Every listing you publish must be accurate, complete, current, and not misleading, as required by the Participation Agreement. Listings must accurately describe, where applicable:

• the Activity and its content;
• age ranges and skill levels;
• dates, times, and duration;
• location;
• instructor information;
• participant capacity;
• prerequisites and required equipment;
• accessibility and accommodation information; and
• any waiver requirements.

3.2 Pricing in Credits

Activities on the Platform are booked using Credits:

• (a) you set your price for an Activity, and the Platform presents the corresponding Credit price to Parents;
• (b) the Platform's conversion of your price into Credits rounds in the Vendor's favor, so that your named payout basis is preserved;
• (c) the Credit price shown to Parents at booking is the price charged; and
• (d) payout economics, current default rates, and fee transparency are described in the Marketplace Rules and in the fee information made available through the Platform.

You shall not state dollar prices to Parents through Platform messaging or use listings or messaging to steer Parents to prices or payment methods outside the Platform (see Section 3.3 and Article 4).

3.3 No Off-Platform Steering

You shall not use listings, listing media, profile fields, or Platform communications to:

• solicit payment outside the Platform for Activities offered through the Platform;
• advertise cash prices, cash discounts, or off-platform booking channels for Platform Activities;
• direct Parents to book "off the app" or otherwise circumvent the Credit system; or
• otherwise engage in the prohibited transactions described in the Marketplace Rules.

Automated moderation and administrative review enforce this Section, as described in Article 4.

3.4 Prohibited Listing Content

Listings and listing media must not contain:

• false or unsubstantiated claims (including educational, developmental, medical, or therapeutic outcome claims prohibited by the Participation Agreement);
• content that infringes intellectual property rights;
• content inappropriate for a child-and-family audience;
• discriminatory statements or unlawful participation restrictions; or
• content that violates the Vendor Code of Conduct or Applicable Law.

3.5 Waiver Requirements

Where you require a liability waiver for an Activity, the Platform enforces that requirement at booking:

• (a) a Parent cannot complete a Booking that requires a waiver until the required signature is provided;
• (b) waiver signatures are captured against the specific waiver version in effect and may be parent-level or specific to a participating Child; and
• (c) signature history is retained for recordkeeping and dispute resolution.

You remain solely responsible for the content, legal sufficiency, and enforceability of your own waivers, and for maintaining any waiver records you are required to keep under Applicable Law.

3.6 Promotions Affecting Your Listings

The Platform may display platform-funded discounts on eligible sessions (for example, promotional codes and last-minute deals). Platform-funded discounts reduce the Credit price the Parent pays without reducing your payout basis for that Booking, as described in the Marketplace Rules.

3.7 Listing Review and Removal

ORYN Quest may review listings at any time and may remove, suspend, edit for formatting, or disable listings as provided in the Participation Agreement.

ARTICLE 4 — MESSAGING AND COMMUNICATIONS CONDUCT

4.1 Purpose Limitation

Platform messaging between Vendors and Parents exists for legitimate booking-related purposes, including:

• inquiries about Activities;
• scheduling and cancellations;
• accommodations and participation requirements;
• safety matters; and
• customer support.

You shall not use Platform messaging for unrelated marketing, harassment, or any purpose prohibited by the Participation Agreement or the Vendor Code of Conduct.

4.2 Message Initiation Gate

To protect families from unsolicited contact:

• (a) a Vendor may initiate a new message thread only with a Parent whose family has an existing Booking with that Vendor;
• (b) Parents may initiate contact with any publicly visible Vendor; and
• (c) a Vendor's owner acting in a Parent capacity (for example, messaging a different Vendor about that Vendor's listing) is treated as a Parent for that conversation.

Attempting to circumvent this gate — including by harvesting user identifiers or creating additional accounts — is a material violation of these Vendor Terms.

4.3 Automated Moderation

You acknowledge and agree that Platform messages are subject to automated content moderation, which currently operates as follows:

• (a) messages containing abusive or offensive language (including slurs and threats) are blocked and are not delivered;
• (b) messages that disclose dollar pricing, propose cash or off-platform payment, or share contact details in a manner indicating off-platform steering are delivered but flagged for administrative review, and the sender is shown an inline policy notice;
• (c) an additional automated classification pass may review messages exhibiting softer signals of the above; and
• (d) flagged messages are visible to ORYN Quest administrators in a moderation queue, including repeat-offense indicators.

Moderation systems are automated and imperfect; ORYN Quest does not guarantee that any particular message will be blocked or flagged, and moderation does not transfer responsibility for your communications to ORYN Quest. Repeated or serious moderation flags may result in enforcement under Article 8.

4.4 Technical Controls

The Platform applies technical safeguards to messaging, including rate limits on message sending and enforcement of blocked-conversation states. Where a conversation has been blocked, you shall not attempt to re-establish contact through new threads, other accounts, or off-platform channels.

4.5 Retention and Administrative Visibility

Platform messages and moderation records may be retained and used for:

• customer support;
• fraud prevention;
• safety investigations;
• dispute resolution;
• legal compliance; and
• enforcement of Platform policies,

as described in the Participation Agreement and the Privacy Policy.

4.6 Communications With Children

Platform messaging is between adults (Parents and Vendor representatives). You shall not use the Platform to communicate directly with Children. Conduct standards for in-person interactions with Children are set out in the Vendor Code of Conduct and the Child Safety Policy.

ARTICLE 5 — REVIEWS AND RATINGS

5.1 Review Integrity

Parents may rate and review Vendors and Activities. You shall not manipulate the review system, including by:

• submitting or procuring fake reviews;
• reviewing your own business or arranging reciprocal reviews;
• offering undisclosed compensation or incentives for reviews;
• pressuring, threatening, or retaliating against a Parent regarding a review; or
• any other conduct prohibited by the Participation Agreement.

5.2 Responding to Feedback

You are encouraged to address critical feedback professionally and through service improvement. Disputes about specific reviews may be raised with ORYN Quest at support@orynquest.com. ORYN Quest may, but is not obligated to, remove reviews that violate the Community Guidelines.

5.3 Quality Consequences

Ratings feed the automated quality standards described in Article 8.

ARTICLE 6 — CONTENT LICENSE AND ORYN TOWN MAIN STREET

6.1 Platform Content License

You grant ORYN Quest the content license described in the Participation Agreement, permitting ORYN Quest to host, display, reproduce, format, and promote your listings, business name, logo, photographs, and other submitted content in connection with operating and promoting the Platform.

6.2 ORYN Town Display

The license in Section 6.1 includes display of your Town Listing within ORYN Town, the Platform's kid-safe game world, subject to all of the following limits:

• (a) the Town Listing consists of your business name, business category, and city only — no contact information, pricing, marketing copy, or location coordinates are displayed in ORYN Town;
• (b) storefront doors in ORYN Town open Platform-operated games and content, not Vendor content;
• (c) the only path from ORYN Town to a Vendor's marketplace page sits behind a deliberate hold-to-confirm gate designed for adults; and
• (d) ORYN Town displays no advertising and collects no personal information from its visitors.

6.3 No Placement Fees; No Endorsement

ORYN Town placement is not paid placement. ORYN Quest does not charge Vendors for Town Listings and does not accept payment to include, feature, order, or prioritize any Vendor within ORYN Town. Display within ORYN Town is not an endorsement, certification, or safety representation. Display order and the number of storefronts shown are determined by the Platform (currently ordered by approval date and capped for scene performance) and may change as ORYN Town evolves.

6.4 Vendor Opt-Out

You may opt out of ORYN Town display at any time through your Vendor profile settings. Opting out removes your Town Listing from ORYN Town without affecting your marketplace listings. You may opt back in at any time.

6.5 Brand-Safety Controls

ORYN Quest may hide any Vendor from ORYN Town at any time, in its discretion, as a brand-safety and child-appropriateness control for the kids' surface. An administrative ORYN Town hide is independent of, and does not by itself affect, your marketplace visibility or account status.

6.6 Changes to ORYN Town

ORYN Quest may modify, redesign, expand, or discontinue ORYN Town or any of its features at any time. The commitments in Sections 6.2(a), 6.2(d), and 6.3 (limited identification fields, no advertising or data collection in the kid zone, and no paid placement) will not be weakened without prior notice and, where required, updated consent.

ARTICLE 7 — PARENT AND CHILD INFORMATION

7.1 Information Received Through Bookings

In connection with Bookings, you may receive limited Parent and Child information through the Platform, which may include:

• the booking Parent's name and Platform messaging channel;
• participating Child first name, age, and Activity-relevant details the Parent chooses to share;
• accommodation and accessibility information shared for participation purposes;
• waiver signature records for your required waivers;
• attendance and scheduling information; and
• for insurance-eligible Activities, insurance verification status information submitted by the Parent for that purpose.

7.2 Purpose Limitation and Confidentiality

You shall treat all Parent and Child information received through the Platform as confidential. You shall use such information solely as reasonably necessary to deliver the booked Activities and to comply with Applicable Law, as required by the Participation Agreement.

7.3 Prohibited Uses

You shall not:

• use Parent or Child information for marketing outside the Platform without lawful, separately obtained consent;
• sell, rent, license, or trade Parent or Child information;
• build independent marketing databases from Platform information;
• disclose Parent or Child information to third parties except as necessary to deliver the booked Activity or as required by law; or
• retain Parent or Child information longer than reasonably necessary for the purposes described in Section 7.2.

7.4 Security and Incident Notice

You shall protect Parent and Child information with commercially reasonable safeguards. You shall notify ORYN Quest of actual or suspected security incidents within the timeframe stated in the Participation Agreement.

7.5 Deletion on Request

Upon request by ORYN Quest, or where a Parent exercises a deletion right recognized by Applicable Law, you shall delete or de-identify Parent and Child information received through the Platform, except where retention is required by Applicable Law, insurance obligations, or bona fide dispute-resolution needs.

7.6 Survival

Your obligations under this Article survive termination of these Vendor Terms for as long as you hold Parent or Child information obtained through the Platform.

ARTICLE 8 — QUALITY STANDARDS, PROBATION, AND ENFORCEMENT

8.1 Quality Expectations

You are expected to maintain quality and reliability consistent with the operational standards in the Participation Agreement and the conduct standards in the Vendor Code of Conduct.

8.2 Automated Quality Monitoring

The Platform monitors Vendor quality using Parent ratings:

• (a) a Vendor in approved status whose average rating falls below 4.0 stars (measured once the Vendor has at least three (3) reviews) is automatically placed on probation, with notice through the vendor portal;
• (b) a Vendor on probation whose average rating returns to 4.0 stars or higher is automatically restored to full approved status, with notice; and
• (c) threshold values and mechanics may be adjusted by ORYN Quest with notice through the Platform.

8.3 Effect of Probation

Probation is a quality-improvement state within the approved lifecycle: your listings remain publicly visible, and you retain vendor portal access, while sustained improvement is expected. Continued low ratings, or other violations while on probation, may result in suspension or removal.

8.4 Suspension and Reinstatement

ORYN Quest may suspend a Vendor Account as provided in the Participation Agreement. While suspended, your public marketplace visibility (including ORYN Town display) is removed and vendor portal functionality is restricted. ORYN Quest may reinstate a suspended Vendor to approved status where the grounds for suspension have been resolved. Suspension and reinstatement actions are recorded in internal audit logs.

8.5 Enforcement Framework

Grounds and procedures for enforcement — including progressive measures, immediate suspension where child safety, fraud, or legal risk requires it, and termination — are set out in the Participation Agreement, the Vendor Code of Conduct, and the Trust & Safety Policy, each of which applies to conduct governed by these Vendor Terms.

ARTICLE 9 — TAXES

9.1 Independent Business

You are an independent business, not an employee, agent, partner, or franchisee of ORYN Quest. You are solely responsible for all taxes arising from your business operations, as detailed in the Participation Agreement.

9.2 Tax Information

You agree to provide accurate taxpayer information reasonably requested by ORYN Quest (including taxpayer identification numbers and certification forms). ORYN Quest may withhold payouts where required by law due to missing or invalid tax information.

9.3 Information Returns

ORYN Quest may issue tax information returns (including United States Internal Revenue Service Form 1099-series returns) where required by Applicable Law. The Platform currently applies the six hundred United States dollar ($600.00) annual reporting threshold used for such returns; the applied threshold follows Applicable Law as it changes.

9.4 No Tax Advice

ORYN Quest does not provide tax, legal, or accounting advice; consult qualified professionals regarding your obligations.

ARTICLE 10 — TERM, TERMINATION, AND SURVIVAL

10.1 Term

These Vendor Terms apply from your first acceptance and continue for as long as you maintain a Vendor Account or use Vendor functionality.

10.2 Termination by Vendor

You may stop using the Platform and may terminate Vendor participation by written notice as provided in the Participation Agreement, or by requesting account closure at support@orynquest.com. Termination does not affect obligations relating to existing Bookings, accrued payment matters, or provisions that survive.

10.3 Termination and Suspension by ORYN Quest

ORYN Quest may suspend or terminate your access to Vendor functionality as provided in the Participation Agreement, including immediately where child safety, fraud, legal compliance, or Platform integrity reasonably requires.

10.4 Effect of Termination

Upon termination:

• your listings and Town Listing are removed from public display;
• future Bookings may be cancelled and handled under the Refund & Cancellation Policy; and
• outstanding financial matters are reconciled under the Participation Agreement.

10.5 Survival

Articles 6.1 (as to archival rights described in the Participation Agreement), 7, 9, 10.4, 10.5, 11, and 12 survive termination, together with any provision that by its nature should survive.

ARTICLE 11 — DISCLAIMERS, LIABILITY, AND DISPUTE RESOLUTION

11.1 Marketplace Role

ORYN Quest is a technology marketplace. ORYN Quest is not a childcare provider, educational institution, activity operator, employer of Vendor personnel, insurer, or licensing authority, and it does not take custody of Children.

11.2 Incorporated Protections

The disclaimers, limitations of liability, and indemnification provisions of the Participation Agreement apply to all matters governed by these Vendor Terms and are incorporated by reference.

11.3 Dispute Resolution

Disputes between you and ORYN Quest are resolved under the dispute-resolution and arbitration provisions of the Participation Agreement, together with the Dispute Resolution Procedures published on the Platform.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Governing Law

These Vendor Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except where the law of another jurisdiction mandatorily applies.

12.2 Amendments

ORYN Quest may update these Vendor Terms from time to time. Material updates are versioned, and the Platform may require affirmative re-acceptance before continued Vendor use; acceptance records are retained.

12.3 Order of Precedence

Conflicts among Vendor-facing documents are resolved in the order of precedence stated in the Participation Agreement (individually negotiated amendments; the Participation Agreement; these Vendor Terms; the Marketplace Rules; the Vendor Verification Policy; the Trust & Safety Policy; then other Platform policies).

12.4 Severability; No Waiver; Assignment

If any provision of these Vendor Terms is held unenforceable, the remainder continues in effect. ORYN Quest's failure to enforce a provision is not a waiver. Assignment is governed by the Participation Agreement.

12.5 Notices and Contact

Notices to ORYN Quest under these Vendor Terms, and all questions, should be directed to: ORYN Quest, Inc. Email: support@orynquest.com Website: https://orynquest.com ORYN Quest may provide notices to you through the vendor portal, Platform notifications, or the email address associated with your Vendor Account.

VENDOR ACKNOWLEDGMENT

BY CREATING A VENDOR ACCOUNT, MAINTAINING A LISTING, ACCEPTING BOOKINGS, OR OTHERWISE USING THE PLATFORM IN A VENDOR CAPACITY, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE VENDOR TERMS & CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM TOGETHER WITH THE VENDOR PARTICIPATION AGREEMENT AND THE OTHER INCORPORATED DOCUMENTS.

END OF VENDOR TERMS & CONDITIONS