Legal
Venue Referral Agreement
Effective Date: June 1, 2025
This Agreement sets forth the terms and conditions under which Novela and Venue (each a “Party,” and together, the “Parties”) will cooperate and facilitate referrals to each other. Specifically, this Agreement establishes a referral relationship whereby Venue agrees to share customer information with Novela in order to onboard all Venue clients (engaged couples) to Novela’s platform, and Novela agrees to provide each of those clients a branded planning portal that promotes Venue’s preferred vendors and facilitates bookings and referrals. The Parties agree as follows:
1. DEFINITIONS
1.1 “Venue Services” means the venue-related services provided by Venue in the public marketplace.
1.2 “Vendor Services” means the vendor-related services provided by Venue’s preferred or partner vendors through Novela’s platform.
1.3 “Customer Agreement” means a written agreement between Venue and a Customer pursuant to which such Customer engages Venue to perform the Venue Services.
1.4 “Customer Data” means all electronic data or information of Customers that Venue provides to Novela, either via CRM integration or manual input, including names, emails, and event dates.
1.5 “Intellectual Property Rights” means all present and future copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.
1.6 “Platform” means Novela’s wedding planning and vendor booking software made available to Customers via the internet.
1.7 “Venue’s Partner Services” means the vendor-related services provided by Venue’s preferred vendors in the Novela platform’s private marketplace.
2. PARTNERSHIP AND CLIENT ONBOARDING
2.1 Client Introduction Obligation. Venue agrees to invite 100% of its wedding clients to the Novela platform. Venue may fulfill this obligation by either: (a) connecting its CRM (e.g. Tripleseat) to Novela to enable automated data sharing; or (b) manually entering each couple’s name, email address, and event date into the Novela platform from the Client page. It is up to each wedding client whether or not to create an account on Novela.
2.2 Use of Customer Data. Novela agrees to use Customer Data solely to invite couples to a personalized planning portal, which includes access to Venue’s Partner Services and Novela's vendor tools. Novela will treat Customer Data as Confidential Information.
3. APPOINTMENT, LICENSE GRANTS
3.1 Non-Exclusive Appointment. Venue hereby appoints Novela as a non-exclusive referral and marketing partner to provide personalized planning experiences to Venue’s clients.
3.2 License Grant. Subject to the terms of this Agreement, Venue grants Novela a non-exclusive, non-transferable license to:
(a) use scheduling, booking, and coordination capabilities solely for the purpose of servicing Venue’s clients;
(b) market and promote the Venue Services and Venue’s Partner Services directly to Customers;
(c) facilitate vendor discovery, availability, consultations, and bookings within the planning portal.
3.3 Trademark License and Marketing Materials. Subject to the terms and conditions of this Agreement, Venue grants to Novela a non-exclusive, non-transferable, royalty-free license, without the right to grant sub-licenses, to use, copy, reproduce and distribute any marketing materials provided by Venue under this Agreement (the “Marketing Materials”) and to use any trademarks, service marks, logos and trade names of Venue included in or on such Marketing Materials (the “Venue Marks”), solely in connection with marketing the Venue Service. Novela agrees to reproduce any Venue Marks or other proprietary notices on any Marketing Materials copied, reproduced or distributed by Novela. Venue grants no rights in the Marketing Materials or Venue Marks other than those expressly granted in this Section 3.3. Novela agrees not to modify or create derivative works of the Marketing Materials, except as approved in advance by Venue.
4. NOVELA’S OBLIGATIONS
4.1 Planning Portal and Vendor Integration. Novela agrees to provide each Customer with a personalized planning portal that includes:
- Branding from the Venue,
- Access to Venue’s preferred vendors (Vendor Services),
- Real-time vendor pricing and availability where possible,
- Scheduling tools for consultations,
- Online booking functionality.
4.2 Marketing and Support. Novela will provide to Customers the Novela Services in accordance with the terms of this Agreement, which shall include presenting the Venue Services via the Platform, introducing Venue to Customers, and introducing Customers to Venue’s Partner Services and Vendor Services. Novela will use reasonable commercial efforts to market and promote the Venue's Partner Services to Customers. Novela will keep Venue reasonably informed of such efforts.
5. FEES AND PAYMENT
5.1 Referral Fees. When a Customer books a vendor through the Platform who is part of Novela’s “Pro Vendor” program (defined as vendors who have opted to pay Novela a 10% referral fee), Novela shall pay Venue fifty percent (50%) of the collected referral fee—equal to five percent (5%) of the Pro Vendor’s booked service amount—within ten (10) days after receipt of payment.
5.2 Taxes. Novela will be responsible for payment of all taxes (other than taxes based on Venue’s income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of any fees or any amounts owed to Novela under this Agreement or the delivery of the Venue Services or Venue’s Partner Services to Customers.
5.3 Reports. Novela will provide monthly reporting or dashboard access to inform Venue of bookings and referral earnings.
6. WARRANTIES
6.1 Warranties by Both Parties. Each party warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement. Each party represents, warrants, and covenants that it shall comply with all applicable laws, regulations and other legal requirements, and shall at its sole expense obtain and maintain the governmental authorizations, registrations and filings required by any jurisdiction in connection with the execution or performance of this Agreement and its respective services hereunder.
6.2 Warranties Made by Venue. Venue represents, warrants, and covenants that it shall perform the Venue Services in a courteous and professional manner consistent with generally accepted industry standards.
6.3 Warranties Made by Novela. Novela will not make or publish any representations, warranties, or guarantees on behalf of Venue concerning the features, performance or functionality of the Venue Services, other than presenting current information that has been published by Venue (including in the Marketing Materials) or approved by Venue in writing. Novela may make and publish representations, warranties or guarantees on its own behalf; however, Venue shall have no obligation under such representations, warranties or guarantees.
6.4 Disclaimer. THE EXPRESS WARRANTIES IN SECTIONS 6.1, 6.2, AND 6.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE VENUE SERVICES AND NOVELA SERVICES. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NOVELA DOES NOT WARRANT THAT THE NOVELA SERVICES AND/OR PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. NOVELA DOES NOT WARRANT OR COMMIT TO ANY EXPECTED FEES, RETURNS, OR PARTICULAR NUMBER OF SALES OR CUSTOMERS.
7. INDEMNIFICATION
7.1 Indemnification by Novela. Novela agrees to defend, indemnify and hold harmless Venue from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties (including any Customer) resulting from or relating to: (i) any acts or omissions on the part of Novela in marketing or reselling the Venue Services; (ii) any representations, warranties, guarantees, or other written or oral statements made by Novela relating to the Venue Services other than those made in the Customer Agreement; or (iii) personal injury or death or damage to tangible property caused by the Novela’s gross negligence or willful misconduct in connection with performing work under this Agreement. The foregoing obligations are conditioned on Venue: (a) notifying Novela promptly in writing of any such action, (b) giving Novela sole control of the defense thereof and any related settlement negotiations (provided, however that Novela shall not have any authority to enter into any settlement that materially adversely affects Venue’s rights or obligations without Venue’s prior written approval) and (c) cooperating and, at Novela’s request and expense, assisting in such defense.
7.2 Indemnification by Venue. Venue will defend at its own expense any action against Novela brought by a third party (including any Customer) resulting from or relating to: (i) Venue’s breach of any Customer Agreements; (ii) the Venue Services; or (iii) personal injury or death or damage to tangible property caused by the Venue’s gross negligence or willful misconduct in connection with performing work under this Agreement. The foregoing obligations are conditioned on Novela: (a) notifying Venue promptly in writing of any such action, (b) giving Venue sole control of the defense thereof and any related settlement negotiations (provided, however that Venue shall not have any authority to enter into any settlement that materially adversely affects Novela’s rights or obligations without Novela’s prior written approval) and (c) cooperating and, at Venue’s request and expense, assisting in such defense.
8. LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO CLAIMS FOR INDEMNIFICATION UNDER SECTION 7 OR BREACHES OF SECTION 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR LOST DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE THE VENUE SERVICES, PLATFORM, OR NOVELA SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO CLAIMS FOR INDEMNIFICATION UNDER SECTION 7 OR BREACHES OF SECTION 9, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY CUSTOMERS TO NOVELA FOR VENUE SERVICES IN THE PRIOR SIX (6) MONTH PERIOD. THE EXISTENCE OF ONE (1) OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT, IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
9. CONFIDENTIALITY
9.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Notwithstanding anything to the contrary, Customer Data shall be considered Confidential Information of Novela. Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party.
9.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by the Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
9.3 Exceptions. The Receiving Party’s obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
9.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or upon the expiration or termination of the Agreement. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.
9.5 Confidentiality of Agreement. Neither party will disclose any terms of the Agreement to anyone other than its attorneys, accountants, investors, and other professional advisors, except (a) as required by law, (b) pursuant to a mutually agreeable press release, or (c) in connection with a contemplated transfer of such party’s business permitted by Section 11.1 (provided that any third party to whom the terms of the Agreement are to be disclosed signs a confidentiality agreement as protective as this Section 9).
10. TERM AND TERMINATION
10.1 Term. Unless earlier terminated as provided in this Agreement, the term of this Agreement will begin on the Effective Date and will conclude after a period of one (1) year. Thereafter, this Agreement will renew for successive one (1) year terms (each, a “Renewal Term”) unless either party notifies the other of its intent not to renew within thirty (30) days notice period immediately prior to the applicable expiration date (“Renewal Window”).
10.2 Termination for Cause. Either party may terminate this Agreement for any reason.
10.3 Termination upon Bankruptcy. Either party may terminate the Agreement upon written notice to the other party in the event (a) a petition or action is filed or taken by or against the other party under any insolvency or bankruptcy law that is not dismissed within sixty (60) days, (b) a receiver is appointed over the other party’s assets, (c) the other party makes an assignment for the benefit of creditors or (d) the other party ceases to function as a going concern.
10.4 Effects of Termination.
(a) Payment; Licenses; Licensed Software. Upon termination or expiration of this Agreement for any reason, (i) any amounts owed to Venue under this Agreement before such termination or expiration will continue to be payable on the same schedule; (ii) all licensed rights granted in this Agreement will immediately cease to exist, except to the extent necessary to support Customers whose Agreements survive pursuant to existing Customer Agreements; (iii) Novela shall promptly discontinue all further use of the Venue Marks, and all further resale of the Venue Services, except to the extent necessary to support Customers whose Agreements survive pursuant to existing Customer Agreements; and (iv) each party shall return to the other party or, at such other party’s request, destroy all copies of materials (including Marketing Materials) provided hereunder.
(b) Customer Agreements. Customer Agreements entered into by and between Venue and Customers in accordance with this Agreement will survive the expiration or termination of this Agreement in accordance with their terms.
10.5 Survival. Sections 1, 5, 6.4, 7, 8, 9, 10.4, 10.5, and 11 will survive expiration or termination of this Agreement for any reason.
11. GENERAL PROVISIONS
11.1 Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.
11.2 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) on account of strikes, pandemics, epidemics, shortages, riots, insurrection, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
11.3 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement via email.
11.4 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Virginia without giving effect to principles of conflict of laws. The parties hereby expressly consent to exclusive personal jurisdiction and venue in the state and federal courts in Charlottesville, Virginia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.5 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.6 Severability. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
11.7 Independent Contractors. Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent of the other. A party will not have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
11.8 Construction. The headings of Sections of the Agreement are for convenience and are not to be used in interpretation. As used in the Agreement, the word “including” means “including but not limited to.”
11.9 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.
11.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement shall not be modified except by a subsequently dated written amendment signed on behalf of Venue and Novela by their duly authorized representatives.
11.11 No Partnership or Joint Venture. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind or obligate the other in any manner, and neither Party shall represent to any third party that it has such authority. The Parties acknowledge and agree that their relationship is strictly that of independent contractors.
This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior discussions or agreements. It may only be amended in writing signed by both Parties.