Introduction
This Marketplace Service Agreement (the "Agreement") is made electronically between the Client and the Vendor identified below. The agreed terms are frozen when the Client accepts the quote. Before the Client signs, there is no binding Service Agreement: the Client or the Vendor may withdraw through an action recorded by the platform, and if either does, no Checkout or payment takes place. The Vendor’s assent to this exact quote, recorded beforehand, is an offer that the Client accepts only by signing. The Agreement is formed and binds both parties when the Client signs it electronically. Payment can begin only after the Client signs.
1. Parties and role of XelyVibe
1.1 Parties. The only parties to this Agreement, and to the agreement for the event services, are the Client and the Vendor named in the Booking Particulars.
1.2 Operator. SANZ VIBE MUSIC, CORP, operator of the XelyVibe marketplace, is a Florida corporation (Florida Document No. P23000011903) ("XelyVibe").
1.3 What XelyVibe does. XelyVibe provides a marketplace where Clients and Vendors find each other, exchange quotes and messages, and record bookings. It also administers payment collection, release, refunds and reversals as described in Sections 5 and 12 and in the incorporated documents.
1.4 What XelyVibe is not. XelyVibe is not the provider of the event services and is not a party to this Agreement. It is not the Vendor’s employer, partner, joint venturer or agent for the performance of the event, and it does not direct or control how the Vendor performs. XelyVibe does not act as an escrow agent, trustee, fiduciary or bank, does not hold funds in a segregated or custodial account for either party, and does not promise a payout date, the recovery of any funds, or automatic dispute protection.
1.5 XelyVibe’s own terms. XelyVibe’s rights and responsibilities toward the Client and toward the Vendor are set out in the Platform Terms and the Vendor Agreement, which each user accepts separately with XelyVibe. This Agreement creates no rights or obligations for XelyVibe as a party.
2. Agreed services (Booking Particulars)
The Booking Particulars are recorded in this document and are frozen when the Client accepts the quote. They are copied from the accepted quote and the request and state: event type; service; date; start time; time zone; duration; venue and address; indoor or outdoor; expected guests; deliverables and inclusions; add-ons, sound and DJ needs; exclusions; and the date until which the quote is valid.
All times are local time at the Venue, in the IANA time zone frozen in this contract before the Client signs. The event start instant used by the Cancellation Policy is computed from the event date, the start time and that time zone. Anything not listed in the Booking Particulars is not included.
2.1 Text added by the Vendor to the quote may add detail about the service but cannot change Sections 1, 5, 8, 12, 13, 14, 17 or 18.
3. Vendor responsibilities
The Vendor will describe the services accurately, perform the agreed services on the agreed date, at the agreed time and duration and place, coordinate with the Client, bring the agreed personnel and equipment, and tell the Client promptly if it cannot perform.
4. Client responsibilities
The Client will give accurate event information, tell the Vendor promptly about relevant changes, arrange the agreed access, power, space and venue conditions, be responsible for its guests and the venue, and pay the amounts due under Section 5.
5. Price and payment
5.1 Amounts. The currency, the Vendor service price, the Client service fee (XelyVibe’s fee for the marketplace and payment services, shown before acceptance) and the total payable by the Client are stated in the Booking Particulars. This Agreement creates no other fee or tax; the cancellation percentages in Section 8 and the Cancellation Policy are the only cancellation percentages. Any estimated card-processing cost is an estimate only.
5.2 Collection. Booking payments are processed through Stripe on XelyVibe’s Stripe account. XelyVibe serves as the designated payment point for the booking, applies the payment to the Vendor service price and the Client service fee, and administers the Vendor amount under the release, refund and reversal rules described in this Agreement and the Platform Terms. XelyVibe does not hold booking funds in escrow, trust or a segregated custodial account. Eligibility for release is not a guaranteed payment or payout date. XelyVibe does not store full card details.
5.3 Hold and release. After a payment is confirmed, XelyVibe records the Vendor’s amount as held in its own systems. This is an internal record; it is not a trust, escrow or segregated account. The amount becomes eligible for release at 09:00 America/New_York on the second Federal Reserve banking business day after the event date, subject to the banking calendar, readiness of the Vendor’s Stripe account, administrative holds and payment checks. Release requires action by XelyVibe. Eligibility is not a promised payment date. A transfer to the Vendor’s Stripe account and a payout to a bank are separate operations.
5.4 Client service fee on cancellation. The Client service fee is refunded only in the cases the Cancellation Policy states (during the grace period and when the Vendor cancels); in any other cancellation it is not refunded.
6. Independent contractor status
The Vendor acts independently, decides how to perform, and is responsible for its personnel and equipment. Nothing in this Agreement creates employment, partnership, joint venture or agency between the Vendor and the Client, or between either of them and XelyVibe, for the execution of the event.
7. Licences, permits, insurance and taxes
Each party is responsible for the permits, licences, insurance and taxes legally applicable to its own activities. This Agreement does not transfer duties that cannot legally be transferred. This Agreement sets no insurance or licensing requirement, and XelyVibe does not verify these matters.
8. Cancellation and rescheduling
8.1 Cancellation follows the Cancellation Policy in the version and with the hash listed in Section 16, frozen for this booking, together with the terms frozen in this contract. In summary: a Client may cancel with a full refund of everything paid during the grace period (the earlier of 24 hours after signing and 7 days before the event start). After that, a Client cancellation refunds 100% / 75% / 50% / 0% of the Vendor amount when 30 days or more / 14 or more / 7 or more / fewer than 7 days remain, and the Client service fee is not refunded. If the Vendor cancels, the Client receives everything paid. The Cancellation Policy controls.
8.2 The Client or the Vendor requests a cancellation from the booking page in the XelyVibe app, or through XelyVibe support (support@xelyvibe.com) with the booking identifier and the reason. A request does not move money; XelyVibe reviews it and executes any refund.
8.3 The refund calculated under the Cancellation Policy is the total minimum refund for the booking, not a new payment with each request: refunds already paid count toward it and no refund may exceed the amount actually paid and still refundable. The Client does not choose the amount of an ordinary cancellation. A refund above the minimum must be funded either by the Vendor, voluntarily, from the amount the Vendor would retain, or by XelyVibe from the Client service fee it retains. XelyVibe will not reduce the Vendor’s retained amount below the schedule without the Vendor’s agreement, except on an independent ground stated in the Cancellation Policy (a Vendor cancellation; an established Vendor failure to perform, including a no-show; applicable law; a valid chargeback, payment reversal or recovery right; or another right expressly agreed in the booking’s frozen terms). Emergencies and force majeure are reviewed manually, never result in less than the minimum, and do not by themselves allow XelyVibe to take more of the Vendor’s retained amount.
8.4 Rescheduling requires agreement between Client and Vendor. Neither party may unilaterally rewrite this Agreement. A later agreed change requires a separately recorded amendment and does not replace the original evidence.
8.5 Nothing in this Section removes a refund right that applicable law makes mandatory.
8.6 If the Vendor fails to perform the booked service without an agreed reschedule, the Client may report it through XelyVibe support even after the scheduled event start. XelyVibe may review the evidence and, where a Vendor no-show or non-performance is established, treat it as a Vendor cancellation for refund purposes. This is a manual review: it is not automatic, and XelyVibe does not promise a particular outcome or timing.
9. Force majeure
If an event beyond a party’s reasonable control prevents performance, that party will promptly notify the other, explain the effect and take reasonable steps to reduce it. The parties will consider feasible alternatives. Any cancellation or refund is decided under Section 8 and the Cancellation Policy: emergencies are reviewed manually by XelyVibe; the minimum refund is always guaranteed and may be increased only by the Vendor voluntarily, from the amount the Vendor retains, or by XelyVibe from its own Client service fee; force majeure does not automatically entitle a party to keep all payments, and does not by itself allow XelyVibe to take more of the Vendor’s retained amount.
10. Performance and conduct
Each party is responsible for its own conduct and for that of its personnel, guests and invitees. The Vendor is responsible for the quality, timing and safety of the services it provides. XelyVibe does not perform, supervise or control the event services.
11. Client–Vendor disputes
Disputes about the event services are between the Client and the Vendor. They will communicate in good faith and keep relevant evidence. XelyVibe may facilitate communication or review a payment or refund request, but there is no dedicated dispute-resolution process today and XelyVibe does not promise to resolve the dispute.
12. Payment disputes, refunds, reversals and chargebacks
12.1 Refunds are calculated under Section 8 and the Cancellation Policy and executed by XelyVibe, in the amount supported by the actual payment records. Earlier refunds on the same payment count toward the minimum, and the total refunded never exceeds the amount paid.
12.2 When funds have already been transferred to the Vendor, a transfer reversal may be needed before the refund. If a reversal or a refund fails, it requires further review and is not presented as completed.
12.3 Processing times depend on Stripe and the payment method. An immediate refund is not promised.
12.4 Chargebacks follow the card network and issuer processes and are not resolved automatically by this Agreement. The Client keeps any rights the law and the card networks give. Contacting XelyVibe support first is encouraged but is not a condition of any right.
12.5 XelyVibe’s rights and duties about held amounts, reversals and recovery are governed by the Platform Terms and the Vendor Agreement.
13. Responsibility between the parties
Each party is responsible to the other for its own breach and conduct as the law provides. This Agreement sets no cap on either party’s liability to the other and excludes no liability that the law does not allow to be excluded. XelyVibe’s own responsibility is governed by the Platform Terms, not by this Agreement.
14. Indemnification between Client and Vendor
14.1 The Vendor will indemnify the Client against third-party claims, losses and reasonable legal fees to the extent caused by the Vendor’s conduct, breach of this Agreement, or responsibility for its personnel, equipment, content or music rights it supplies, permits and licences it must hold, or taxes.
14.2 The Client will indemnify the Vendor against third-party claims, losses and reasonable legal fees to the extent caused by the Client’s conduct, breach of this Agreement, inaccurate information it gave, venue conditions or access it controls, or its guests’ conduct.
14.3 The indemnified party must give prompt notice, allow the indemnifying party to control the defence in good faith, and cooperate reasonably. No indemnity covers the indemnified party’s own negligence, willful misconduct or unlawful conduct.
15. Electronic signature and records
15.1 The Vendor’s assent to this exact quote was recorded with its date and time, the document versions, the offer details and a document fingerprint (SHA-256 hash).
15.2 The Client signs by typing its legal name and confirming the consent statement. The signature is recorded with date and time, the document version, the Client’s identity in the platform, the language, the consent text and the document hash, and is kept separately so that signing does not change the document.
15.3 Both parties agree that their electronic signature and records have the same effect as paper under the federal E-SIGN Act and Florida’s Uniform Electronic Transaction Act.
15.4 The Client may download this Agreement as a PDF at any time from its account and may ask XelyVibe support for a paper copy. To read and sign electronically the Client needs a device with an internet browser and a PDF reader. A Client who does not consent must not sign; in that case the booking will not proceed to payment.
15.5 The canonical document is the exact text hashed by the system; the hash shown on this page and on the PDF proves it has not changed.
16. Incorporated documents
This Agreement incorporates the Platform Terms, the Booking Policy, the Cancellation Policy and the Pricing Policy, in the versions and with the hashes listed in the incorporated-documents section of this contract and recorded for this booking. The Vendor Agreement is listed for the Vendor’s information and does not bind the Client. The Privacy Policy is a separate notice; it is referenced but not incorporated and creates no promise to perform the event.
17. Order of precedence
If documents conflict: (1) mandatory law; (2) the Booking Particulars and price in Sections 2 and 5.1 for what service, when, where and at what price; (3) Sections 1 to 19 of this Agreement as between Client and Vendor; (4) the Cancellation Policy for cancellation and refund treatment; (5) the Booking Policy; (6) the Platform Terms and the Vendor Agreement for the relationships they govern. Messages clarify details but do not replace this Agreement unless recorded as an amendment under Section 8.3. Later website edits do not change the versions archived for this booking.
18. Governing law and disputes between Client and Vendor
18.1 This Agreement is governed by the law of the state or jurisdiction where the event takes place, without limiting any mandatory law that applies.
18.2 Claims between Client and Vendor may be brought in any court of competent jurisdiction where the defendant resides or where the event took place. This is not an exclusive forum.
18.3 This Agreement contains no arbitration agreement, no waiver of jury trial and no waiver of class or collective actions.
18.4 Claims against XelyVibe are governed by the Platform Terms, not by this Agreement.
19. General
19.1 Notices to a party are given through the platform messaging and the email registered to its account. Notices to XelyVibe go to support@xelyvibe.com.
19.2 This Agreement, with the incorporated documents, is the entire agreement between Client and Vendor about this booking.
19.3 A change requires a recorded amendment accepted by both parties.
19.4 Neither party may assign this Agreement without the other’s consent.
19.5 If a provision is invalid, the rest stays in effect.
19.6 The Client and the Vendor confirm they are at least 18 years old and have authority to bind any business they represent.
19.7 Sections 10 to 15, 17 and 18 survive the event.
19.8 Language. English and Spanish are the two official versions, and they have the same meaning. The Agreement is issued in the Client’s preferred language when that is English or Spanish. If the Client’s preferred language is neither, the Agreement is issued in English, and the Client is told before signing that English is the contractual language available. The Vendor has consented to both versions. The version presented to and signed by the Client applies.
19.9 No third party has rights under this Agreement.
20. Identification and evidence
The contract number, revision, document hash, document versions, the time of the Vendor’s assent and the time of the Client’s signature are recorded in the identification and evidence sections of this document.