Sommelier Partner Agreement

1. Role Definition and Commercial Relationship

1.1 Vynor as Merchant of Record

Vynor is the merchant of record for all transactions conducted through the Platform. Vynor sells products directly to consumers ("Clients"). The product sold by Vynor is the "Reservation Credit" — a prepaid credit that entitles the purchasing Client to a confirmed reservation at Partner's venue and a credit toward dining expenditures during the reserved visit. The sale occurs between Vynor and the Client. Partner is not a party to the sale transaction.

1.2 Partner as Fulfillment Partner

Partner's role under this Agreement is that of a fulfillment partner. Partner agrees to provide the dining and hospitality experience associated with Reservation Credits sold by Vynor. Partner does not sell products or services to Clients through the Platform. Clients purchase from Vynor, and Partner fulfills the experiential component under the terms of this Agreement.

1.3 No Agency or Partnership

Nothing in this Agreement creates an agency, partnership, joint venture, employment, or franchise relationship between Vynor and Partner. Partner is an independent contractor. Neither party has the authority to bind the other or to incur obligations on the other's behalf. Partner shall not represent to any third party that it is an agent or representative of Vynor, nor that it has any authority to act for Vynor.

1.4 Client Relationship

Partner acknowledges and agrees that: (a) Clients pay Vynor for Reservation Credits; (b) Vynor is the seller of record and assumes responsibility for the commercial transaction with the Client; (c) Partner receives payouts from Vynor as contractual compensation for fulfillment services rendered, not as pass-through of Client payments; and (d) Partner shall not solicit or accept direct payment from Clients for any services or products that are covered by a Reservation Credit.

2. Definitions

In this Agreement, the following terms shall have the meanings set forth below:

• "Reservation Credit" means a prepaid product sold by Vynor to a Client that entitles the Client to a confirmed reservation at Partner's venue and a credit toward eligible dining expenditures during the reserved visit. A Reservation Credit is a product of Vynor. It is not a sum of money held for Partner, nor is it a customer payment channeled through Vynor to Partner.
• "Client" means an individual who purchases a Reservation Credit from Vynor through the Platform.
• "Redemption" means the event in which a Client presents themselves at Partner's venue for the reserved visit and the value of the Reservation Credit is applied toward the Client's eligible dining expenditures.
• "No-Show" means the failure of a Client to arrive at Partner's venue within thirty (30) minutes of the scheduled reservation time, or the failure to honor the reservation as defined in Vynor's Client Terms of Service.
• "Payout" means the contractual payment made by Vynor to Partner for fulfillment services rendered in connection with redeemed Reservation Credits, in accordance with the payout terms set forth in this Agreement. Payouts are compensation from Vynor to Partner, not transfers of Client funds.
• "Commission" means the percentage or fixed amount retained by Vynor from the Reservation Credit price as compensation for Vynor's services, including but not limited to marketing, payment processing, customer acquisition, dispute resolution, and platform maintenance.
• "Listing" means the product page on the Platform that describes the Reservation Credit offered at Partner's venue, including pricing, credit value, inclusions, restrictions, and availability.
• "Platform" means the Vynor website, mobile applications, APIs, and any other digital interface through which Vynor operates its services.

3. Scope of Vynor's Services

Vynor provides the following services to Partner under this Agreement:

• Marketing and promotion of Partner's venue to Vynor's Client base through the Platform and associated channels.
• Client acquisition — sourcing and converting prospective diners for Partner's venue.
• Payment processing — collecting payment from Clients for Reservation Credits and handling all payment-related compliance, fraud prevention, and security obligations.
• Reservation management — providing booking confirmation, reminders, and cancellation handling to Clients.
• Customer support — managing all Client inquiries, complaints, refund requests, and disputes arising from the purchase of Reservation Credits.
• Platform technology — providing Partner with access to the Vynor dashboard for managing reservations, viewing payout reports, and updating venue information.
• Analytics and reporting — providing Partner with insights into reservation activity, redemption rates, and other performance metrics.

Vynor retains full discretion over the marketing methods, promotional strategies, and Platform features used to promote Partner's venue. Vynor does not guarantee any minimum volume of reservations, sales, or Client traffic.

4. Partner's Service Obligations

4.1 Honoring Reservations

Partner shall honor all confirmed reservations associated with Reservation Credits sold by Vynor. Partner shall hold the reserved table or seating for the Client at the specified date, time, and party size. Partner shall not overbook, double-book, or otherwise fail to accommodate a Client who holds a confirmed Reservation Credit, except in cases of force majeure or extraordinary circumstances communicated to Vynor in advance.

4.2 Honoring Credits

Partner shall apply the full value of the Reservation Credit as a reduction to the Client's dining bill for eligible food and beverage items during the reserved visit. Partner shall not impose surcharges, minimum spend requirements, or service fees that effectively diminish the value of the Reservation Credit beyond what is disclosed in the Listing. If the Client's total bill exceeds the Reservation Credit value, Partner may charge the Client directly for the difference.

4.3 Minimum Service Standards

Partner agrees to provide Clients holding Reservation Credits with the same quality of service, hospitality, and dining experience as it provides to its regular guests. Partner shall not discriminate against or provide inferior service to Clients who present Reservation Credits. Specifically, Partner shall:

• Seat Clients at tables of equivalent quality to those offered to walk-in or directly-booked guests for comparable party sizes.
• Offer Clients the full menu and wine list available to other guests (unless the Listing specifies particular menu or wine selections).
• Provide attentive and professional service throughout the Client's visit.
• Accommodate reasonable dietary requirements and accessibility needs communicated in advance through the Platform.
• Ensure that all items included in the Reservation Credit (such as tasting menus, wine pairings, or sommelier consultations) are available and delivered as described in the Listing.

4.4 Venue Information

Partner shall provide and maintain accurate, current information about its venue on the Platform, including operating hours, menu offerings, wine selections, pricing, capacity, and any temporary closures or special conditions. Partner shall promptly notify Vynor of any material changes to its venue, operations, or offerings that may affect the fulfillment of Reservation Credits.

5. Pricing and Economics

5.1 Reservation Credit Pricing

The retail price of each Reservation Credit listed on the Platform shall be determined jointly by Vynor and Partner, or by Vynor in accordance with an agreed pricing framework. Vynor may suggest pricing based on market analysis, competitive positioning, and promotional strategies. Partner retains the right to approve or negotiate pricing prior to the publication of a Listing, unless otherwise agreed in a supplementary pricing schedule.

5.2 Credit Value and Dining Credit

Each Reservation Credit specifies a dining credit value — the monetary amount that will be applied toward the Client's eligible dining expenditures at Partner's venue. The dining credit value and any inclusions (such as a specific tasting menu, wine pairing, or experience) shall be agreed upon by Vynor and Partner prior to the publication of the Listing.

5.3 Commission

Vynor retains a Commission from each Reservation Credit sale as compensation for its services. The Commission rate shall be specified in the onboarding agreement or in a separate commercial terms schedule provided to Partner. The Commission covers Vynor's costs for marketing, Client acquisition, payment processing, Platform maintenance, customer support, and dispute resolution. The applicable Commission rate will be communicated to Partner before the publication of any Listing.

5.4 Pricing Changes

Either party may request a change to the pricing or Commission structure by providing written notice to the other party. Pricing changes shall not take effect retroactively and shall apply only to Reservation Credits sold after the effective date of the change. Vynor reserves the right to run promotional pricing or discounts on Reservation Credits, provided that such promotions do not reduce the Payout amount due to Partner below the agreed minimum, unless Partner expressly consents.

6. Payout Terms

6.1 Nature of Payouts

Payouts from Vynor to Partner are contractual payments for fulfillment services rendered. Payouts are compensation paid by Vynor from its own revenue. Payouts are not pass-through transfers of Client funds, nor are they disbursements of funds held for or owed to Partner by Clients. Vynor's obligation to make Payouts arises solely from this Agreement and is contingent upon the occurrence of the qualifying events described herein.

6.2 Payout on Redemption

When a Client redeems a Reservation Credit at Partner's venue, Vynor will pay Partner the agreed Payout amount for that Reservation Credit. The Payout amount equals the Reservation Credit's dining credit value minus the applicable Commission, unless otherwise specified in the commercial terms schedule. Partner acknowledges that the Payout is calculated based on the contractual terms agreed between Vynor and Partner, and does not represent the transfer of any specific Client payment.

6.3 Payout on No-Show

In the event of a Client No-Show, the Reservation Credit value is forfeited by the Client and retained by Vynor as revenue. Partner may or may not receive a Payout for No-Show events, as specified in the commercial terms schedule agreed between the parties. Where a No-Show Payout is provided, it represents compensation from Vynor to Partner for the reserved capacity, not a disbursement of Client funds. The specific No-Show compensation terms (including whether any compensation is payable and, if so, the amount or percentage) shall be set forth in the onboarding agreement or commercial terms schedule.

6.4 Payout Schedule

Payouts are processed on a weekly basis, with settlement occurring within seven (7) business days following the end of each weekly settlement period, unless a different schedule is specified in the commercial terms schedule. Each Payout cycle covers all qualifying Redemption events and, where applicable, No-Show events that occurred during the preceding settlement period. Vynor will provide Partner with a detailed Payout report for each settlement period, itemizing the Reservation Credits included, the associated Payout amounts, any deductions, and the net amount paid.

6.5 Payment Method

Payouts are made via electronic bank transfer to the account designated by Partner during the onboarding process, or via Stripe Connect payouts if Partner has connected a Stripe account through the Platform. Partner is responsible for providing accurate banking or payment account details. Vynor is not responsible for delays or errors caused by incorrect account information provided by Partner.

6.6 Payout Adjustments

Vynor reserves the right to deduct from or adjust Payouts in the following circumstances: (a) refunds issued to Clients for Reservation Credits associated with Partner's venue (see Section 9); (b) chargebacks or payment reversals related to transactions at Partner's venue; (c) corrections of prior calculation errors; or (d) any amounts owed by Partner to Vynor under this Agreement. Vynor will provide reasonable notice and documentation of any Payout adjustments.

7. No-Show and Forfeiture Allocation

7.1 Forfeited Value

When a Client No-Show or late cancellation results in the forfeiture of a Reservation Credit, the forfeited value is retained by Vynor as its own revenue. This revenue represents the price paid by the Client for a product sold by Vynor that the Client chose not to use. It is not a sum of money that Vynor held for Partner or that was owed to Partner by the Client.

7.2 Partner Compensation for No-Shows

Whether Partner receives compensation for No-Show events is determined by the commercial terms schedule agreed between the parties. If a No-Show Payout is provided, it is a discretionary contractual payment from Vynor to compensate Partner for the reserved capacity that was not utilized. It is not a share of Client funds, a pass-through payment, or a disbursement of amounts collected from the Client.

7.3 Clarification on Fund Ownership

Partner expressly acknowledges and agrees that: (a) all payments received by Vynor from Clients are Vynor's revenue (or deferred revenue); (b) Vynor does not hold, segregate, or safeguard any funds for Partner; (c) Partner has no claim to any specific Client payment — Partner's entitlement is solely to the Payout amounts specified in this Agreement; and (d) Payouts are an expense of Vynor, not a distribution of Client funds.

8. Customer Dispute Handling

8.1 Vynor's Authority

As the merchant of record and seller, Vynor has sole and final authority over the resolution of all Client disputes, complaints, and claims arising from the purchase or use of Reservation Credits. This includes disputes relating to: (a) the quality or adequacy of the dining experience at Partner's venue; (b) discrepancies between the Listing description and the actual experience delivered; (c) cancellations, No-Shows, and refund requests; and (d) any other matter relating to the Client's purchase from Vynor.

8.2 Partner's Cooperation

Partner agrees to cooperate promptly and in good faith with Vynor's investigation and resolution of Client disputes. This cooperation includes: (a) responding to Vynor's inquiries regarding specific Client visits within five (5) business days; (b) providing documentation, records, or evidence as reasonably requested by Vynor (such as receipts, reservation logs, or staff accounts of the visit); and (c) implementing reasonable corrective actions recommended by Vynor to prevent recurrence of substantiated complaints.

8.3 Disputes Between Vynor and Partner

In the event of a dispute between Vynor and Partner under this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may escalate the matter in accordance with the dispute resolution procedures set forth in Section 18 of this Agreement.

9. Refund Cooperation

9.1 Vynor-Initiated Refunds

Vynor may, in its sole discretion, issue refunds to Clients in accordance with its Client Terms of Service. Refund decisions are made by Vynor and do not require Partner's prior consent. Situations in which Vynor may issue a refund include, but are not limited to: (a) Client cancellation within the permitted window; (b) Partner's failure to honor a reservation or credit; (c) material discrepancy between the Listing description and the delivered experience; and (d) extraordinary circumstances such as venue closure or force majeure.

9.2 Payout Adjustments for Refunds

If Vynor issues a refund for a Reservation Credit that has already been redeemed at Partner's venue, Vynor may adjust future Payouts to recoup the Payout amount previously paid to Partner for that Reservation Credit, unless the refund was issued due to a cause not attributable to Partner. If the refund was caused by Partner's failure to meet its obligations under this Agreement (for example, failure to honor a reservation, inferior service, or unavailability of listed items), Vynor may deduct the full Payout amount from subsequent Payouts.

9.3 Pre-Redemption Refunds

If Vynor issues a refund for a Reservation Credit that has not yet been redeemed (for example, due to a timely cancellation by the Client), no Payout is due to Partner for that Reservation Credit and no adjustment is necessary.

10. Taxes and Invoicing

10.1 Partner's Tax Responsibilities

Partner is solely responsible for determining, collecting, reporting, and remitting all taxes applicable to its own business operations, including but not limited to income tax, corporate tax, value-added tax (VAT), goods and services tax (GST), and any other levies imposed by applicable tax authorities. Vynor does not provide tax advice and recommends that Partner consult with a qualified tax professional regarding its tax obligations.

10.2 Nature of Payments from Vynor

Payouts from Vynor to Partner are treated as payments for services rendered — specifically, partner compensation for fulfillment services. These payments are not pass-through disbursements of Client funds. For accounting and tax purposes, Partner should treat Payouts from Vynor as business income or revenue from services, not as receipts of customer payments.

10.3 Invoicing

Vynor will provide Partner with a Payout report for each settlement period that may serve as the basis for Partner's invoicing and accounting records. If Partner's tax jurisdiction requires the issuance of a formal invoice from Vynor, Vynor will cooperate in providing commercially reasonable documentation. Partner shall provide Vynor with any tax identification numbers, VAT registration numbers, or other information required by applicable law for Payout processing or reporting purposes.

10.4 Withholding

If Vynor is required by law to withhold or deduct any tax from Payouts, Vynor will do so and will provide Partner with documentation of the withheld amounts. Partner is responsible for seeking any available credit or refund from the applicable tax authority.

11. Platform Usage

11.1 Access to the Platform

Vynor grants Partner a non-exclusive, non-transferable, revocable right to access and use the Platform's partner dashboard for the duration of this Agreement. The partner dashboard provides tools for managing reservations, viewing Payout reports, updating venue information, communicating with Vynor, and accessing performance analytics.

11.2 Account Credentials

Partner is responsible for maintaining the confidentiality and security of all login credentials associated with its partner account. Partner shall ensure that access is restricted to authorized personnel and shall promptly notify Vynor of any unauthorized access or security breach.

11.3 Data Handling

Partner may receive limited Client information through the Platform in connection with reservations (such as Client name, party size, and dietary requirements). Partner agrees to: (a) use such information solely for the purpose of fulfilling reservations; (b) not use Client information for unsolicited marketing or communications; (c) protect Client information in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable; and (d) promptly delete Client information when it is no longer needed for reservation fulfillment, unless retention is required by law.

11.4 Prohibited Uses

Partner shall not: (a) use the Platform for any purpose other than those contemplated by this Agreement; (b) attempt to reverse-engineer, decompile, or extract the source code of any part of the Platform; (c) introduce malware, viruses, or other harmful code into the Platform; (d) use automated tools or scripts to access the Platform without Vynor's prior written consent; or (e) sublicense, transfer, or grant access to the Platform to any third party without Vynor's written approval.

12. Intellectual Property

12.1 Vynor's Intellectual Property

All intellectual property rights in the Platform, including its design, software, algorithms, branding, trademarks, and content (other than content provided by Partner), are and shall remain the exclusive property of Vynor. Nothing in this Agreement grants Partner any ownership, license, or other right to Vynor's intellectual property except as expressly set forth herein.

12.2 Partner's Content

Partner retains ownership of all content it provides to Vynor for use on the Platform, including venue photographs, menu descriptions, wine list information, and other venue-related materials ("Partner Content"). By submitting Partner Content to Vynor, Partner grants Vynor a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, modify, and distribute Partner Content on the Platform and in marketing materials for the purpose of promoting Partner's venue and Reservation Credits associated with it.

12.3 Trademark Usage

Each party may use the other's name, logo, and trademarks solely for the purpose of performing its obligations and exercising its rights under this Agreement. Such use must comply with the trademark owner's branding guidelines provided from time to time. Neither party shall use the other's trademarks in a manner that implies endorsement, sponsorship, or affiliation beyond the scope of this Agreement.

13. Confidentiality

13.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with this Agreement, including business plans, financial data, pricing structures, Commission rates, Payout terms, Client data, technical specifications, software, algorithms, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

13.2 Obligations

The Recipient shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Discloser, except to employees, contractors, or advisors who need to know the information for purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those herein; and (c) not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement.

13.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure; (c) is independently developed by the Recipient without reference to the Discloser's Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the Recipient gives the Discloser reasonable prior notice where legally permitted.

14. Representations and Warranties

14.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (c) the execution and performance of this Agreement do not violate any other agreement to which it is a party; and (d) it will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement.

14.2 Partner's Representations

Partner additionally represents and warrants that: (a) it holds all licenses, permits, and approvals required to operate its venue and provide the dining and hospitality services described in its Listings; (b) it will comply with all applicable food safety, health, hygiene, and alcohol service regulations; (c) it will maintain adequate insurance coverage for its business operations; (d) all Partner Content provided to Vynor is accurate, not misleading, and does not infringe any third-party intellectual property rights; and (e) it will notify Vynor promptly of any material change in its licensing, operational status, or ability to fulfill Reservation Credits.

14.3 Vynor's Representations

Vynor represents and warrants that: (a) it will process Payouts in accordance with the terms of this Agreement; (b) it will maintain the Platform with commercially reasonable uptime and security; and (c) it will handle Client disputes and refunds in accordance with its published Client Terms of Service and this Agreement.

15. Liability and Indemnification

15.1 Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with this Agreement, regardless of the cause of action or the theory of liability, and regardless of whether the party has been advised of the possibility of such damages.

15.2 Cap on Liability

In no event shall either party's total aggregate liability to the other for all claims arising out of or relating to this Agreement exceed the total Payouts made by Vynor to Partner during the twelve (12) months immediately preceding the event giving rise to the claim, or five thousand Euros (EUR 5,000), whichever is greater.

15.3 Partner Indemnification

Partner agrees to indemnify, defend, and hold harmless Vynor, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Partner's breach of this Agreement; (b) Partner's violation of any applicable law or regulation; (c) any claim by a Client or third party relating to the quality, safety, or adequacy of the dining experience at Partner's venue; (d) food safety incidents, allergic reactions, or injuries occurring at Partner's venue; or (e) any infringement of third-party intellectual property rights by Partner Content.

15.4 Vynor Indemnification

Vynor agrees to indemnify, defend, and hold harmless Partner, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Vynor's breach of this Agreement; (b) Vynor's violation of any applicable law or regulation; or (c) any claim by a Client or third party relating to the payment processing, transaction handling, or Platform functionality provided by Vynor.

16. Termination

16.1 Termination by Either Party

Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. Notice may be delivered via email to the address on file or through the Platform's messaging system.

16.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach; (b) the other party becomes insolvent, files for bankruptcy, or enters into receivership or liquidation; or (c) the other party engages in conduct that materially harms the reputation or business interests of the terminating party.

16.3 Suspension

Vynor reserves the right to suspend Partner's access to the Platform and to pause new Reservation Credit sales for Partner's venue, with immediate effect, if: (a) Vynor receives multiple substantiated Client complaints about Partner's venue; (b) Partner fails to honor confirmed reservations; (c) Partner's licensing or operational status changes materially; or (d) Vynor reasonably suspects fraudulent activity. Vynor will notify Partner of the suspension and the reasons therefor as soon as reasonably practicable.

16.4 Handling of Existing Bookings

Upon termination or expiration of this Agreement: (a) no new Reservation Credits will be sold for Partner's venue; (b) all existing confirmed Reservation Credits with reservation dates falling after the effective date of termination shall be honored by Partner, unless Vynor agrees to handle refunds or rebooking for affected Clients; (c) Vynor will continue to process Payouts for Reservation Credits redeemed at Partner's venue through the final settlement period; and (d) Vynor will use commercially reasonable efforts to communicate any changes to affected Clients.

17. Effect of Termination

Upon termination of this Agreement:

• Partner's access to the Platform will be revoked after the wind-down period described in Section 16.4.
• All outstanding Payouts for redeemed Reservation Credits will be processed in accordance with the Payout schedule, and final settlement shall occur within thirty (30) days of the last Redemption event.
• Each party shall return or destroy all Confidential Information of the other party, except to the extent retention is required by law or for legitimate record-keeping purposes.
• Partner shall cease using Vynor's trademarks, branding, and marketing materials.
• All provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections 7 (No-Show and Forfeiture Allocation), 10 (Taxes and Invoicing), 13 (Confidentiality), 15 (Liability and Indemnification), 18 (Governing Law), and 21 (General Provisions).

Termination of this Agreement does not release either party from any liability or obligation that accrued prior to the effective date of termination.

18. Governing Law and Dispute Resolution

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates and the applicable laws of the Emirate of Dubai, without regard to its conflict-of-law provisions.

18.2 Mediation

In the event of a dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may refer the dispute to mediation under the rules of a mutually agreed mediation provider in Dubai, United Arab Emirates. The costs of mediation shall be shared equally by the parties.

18.3 Arbitration

If mediation does not resolve the dispute within sixty (60) days of referral, either party may submit the dispute to binding arbitration administered by the Dubai International Arbitration Centre (DIAC). The arbitration shall be conducted in English by a single arbitrator appointed in accordance with the DIAC rules. The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

18.4 Urgent Relief

Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction in Dubai, United Arab Emirates, where such relief is necessary to prevent irreparable harm.

19. Modifications to This Agreement

Vynor reserves the right to modify, amend, or replace this Agreement from time to time. If Vynor makes material changes, it will provide Partner with written notice at least thirty (30) days before the changes take effect. Notice may be delivered via email to Partner's registered email address, through the Platform's partner dashboard, or by any other method reasonably calculated to provide actual notice.

Partner's continued use of the Platform after the effective date of any modification constitutes acceptance of the modified terms. If Partner does not agree with the modified terms, Partner must notify Vynor and may terminate this Agreement in accordance with Section 16.1.

Modifications do not apply retroactively to Reservation Credits sold or Payouts accrued before the effective date of the change. The current version of this Agreement and its effective date are always available on the Platform.

20. Acceptance

20.1 Acceptance Mechanism

This Agreement may be accepted by Partner through any of the following methods: (a) electronic signature during the onboarding process on the Platform; (b) clicking the "I accept the Sommelier Partner Agreement" checkbox during account setup; or (c) a signed paper or PDF copy returned to Vynor. Regardless of the method used, acceptance constitutes a binding commitment to all terms herein.

20.2 Record of Acceptance

Vynor records and stores the following information at the time of Partner's acceptance: (a) the identity of the individual accepting on Partner's behalf and their authority to bind Partner; (b) the date and time of acceptance; (c) the version identifier of the Agreement accepted; and (d) the method of acceptance (electronic signature, clickwrap, or signed document). This record serves as evidence of Partner's informed consent and may be relied upon in the event of a dispute regarding the existence or scope of this Agreement.

21. General Provisions

21.1 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

21.2 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. A waiver of any term shall be effective only if in writing and signed by an authorized representative of the waiving party.

21.3 Assignment

Partner may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Vynor. Vynor may assign this Agreement, in whole or in part, to any successor, affiliate, or acquirer without Partner's consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21.4 Entire Agreement

This Agreement, together with any supplementary commercial terms schedules, onboarding agreements, and the documents expressly incorporated herein by reference, constitutes the entire agreement between Vynor and Partner with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written, relating to such subject matter.

21.5 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, epidemics, government orders, natural disasters, power failures, internet disruptions, or labor disputes. The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the impact of the force majeure event.

21.6 Notices

All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email to the address on file, delivered through the Platform's messaging system, or sent by registered mail to the party's registered address. Each party is responsible for maintaining current contact information on file.

21.7 Language

This Agreement is drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

22. Contact Information

For any questions regarding this Agreement or the Partner program, please contact us:

• Company: Interactive Ventures‑FZCO (trading as Vynor)
• Registration: DSO-FZCO-18898 · Trade Licence 20540
• Address: Dubai, United Arab Emirates
• Email: partners@vynor.com
• Platform: www.vynor.com