Effective Date: March 26, 2026 State of Governing Law: Oklahoma
1. Parties and Purpose
This Merchant Agreement is entered into by and between Sam and Ella Enterprises, LLC, doing business through the VoolayVoo platform
("VoolayVoo"), and the Business or Promoter that registers for a merchant-facing account on the platform ("Merchant"). The purpose of this
Agreement is to govern the Merchant's use of the VoolayVoo platform to create, publish, market, sell, manage, and fulfill Events and
Voopons.
2. Platform Role
VoolayVoo provides software, hosting, discovery, account-management, and payment-enablement tools. VoolayVoo does not create
Events or Voopons, does not set Merchant pricing, does not provide the underlying goods or services sold by the Merchant, and does not
become the organizer, seller, or fulfiller of any Merchant-created offering unless the parties separately agree in writing. Merchant
acknowledges that Events and Voopons are created by the Business or Promoter, not by VoolayVoo or Sam and Ella Enterprises, LLC.
3. Merchant Account and Onboarding
Merchant must provide accurate registration information, complete profile fields reasonably requested by the platform, and maintain current
contact and payout information. Merchant must complete any required identity, tax, banking, or payment-processor onboarding before
publishing paid offerings. Merchant represents that the person accepting this Agreement has authority to bind the Merchant.
4. Merchant-Created Offerings
Merchant may create paid or free Events and paid or free Voopons. Merchant controls the content of each listing, including title, date, time,
location, imagery, description, quantity limits, buyer limits, collaboration options, follower-only visibility, and price. If Merchant leaves the
price blank for a Voopon, the listing may display as free. Merchant is solely responsible for ensuring that every listing is accurate, lawful,
commercially reasonable, and capable of fulfillment.
5. Transaction Fees and Economics
For each successful paid transaction completed through the platform, VoolayVoo may charge a transaction fee of 2.9% plus $0.30. Unless
otherwise stated in a separate commercial schedule, this fee applies to paid Events and paid Voopons only. Free offerings are not subject
to a transaction fee. VoolayVoo may net applicable fees from amounts otherwise payable to Merchant, or may collect them through the
payment processor or another agreed settlement method.
6. Fulfillment, Customer Service, and Refund Policy
Merchant is solely responsible for delivering and honoring the goods, services, experiences, admission rights, reservations, and
promotional terms described in each Event or Voopon. Merchant must maintain a clearly disclosed refund, cancellation, rescheduling, and
no-show policy for paid offerings. Merchant is responsible for all customer service relating to Merchant-created offerings, subject to any
platform support VoolayVoo elects to provide. VoolayVoo may facilitate a refund workflow in the app, but VoolayVoo does not become the
refund obligor for Merchant-created offerings.
7. Collaboration and Promoter ParticipationA Merchant may invite another Business or Promoter to collaborate on a listing where the platform supports collaboration. Collaboration
becomes effective only after the invited party affirmatively accepts. The inviting Merchant must define the collaborator's permissions and, if
applicable, the collaborator's economic split before publication or before payout rights attach. Each collaborator remains independently
responsible for its own statements, content, conduct, tax reporting, and legal compliance. No collaboration creates a partnership, joint
venture, employment relationship, or agency relationship with VoolayVoo.
8. Promoter Payout Model
Where a Business and a Promoter collaborate on a revenue-generating offering, the parties may configure a revenue split. The default
commercial rule should be that the primary Business receives one hundred percent of proceeds unless the listing is configured with an
alternate split. Recommended settlement basis: calculate gross charge, deduct processor charges and any disclosed platform fee, then
allocate remaining net proceeds among the primary Merchant and the collaborator based on the approved split percentage stored for that
listing. Refunds, reversals, and chargebacks should reverse economics on the same basis unless the parties expressly agree otherwise in
platform settings or a separate written agreement.
9. Payments, Processor Terms, and Settlement
Merchant authorizes VoolayVoo to use one or more third-party payment processors, including Stripe or a substantially similar provider, to
process transactions and facilitate settlements. Merchant agrees to any processor terms that are presented in connection with onboarding
or continued use of paid features. Settlement timing may depend on processor risk review, onboarding status, reserves, disputes, payout
windows, and banking cutoffs. VoolayVoo may delay or withhold transfers when reasonably necessary to address fraud, refunds, disputes,
sanctions screening, legal process, processor requirements, or material breach.
10. Taxes
Merchant is solely responsible for determining, collecting, reporting, and remitting taxes arising from Merchant-created offerings, except to
the extent applicable law requires the payment processor or VoolayVoo to collect or remit a tax in a jurisdiction. Merchant is also
responsible for tax characterization of collaborator payouts, contractor compensation, and its own federal, state, and local filing
obligations. VoolayVoo does not provide tax advice.
11. Launch Schedule
For launch operations, Merchant must comply with individual state, county, and municipal laws and regulatory requirements that apply to its business
model, offers, venue operations, and products or services. This includes, where applicable, sales tax registration and remittance duties,
consumer-protection standards prohibiting deceptive or misleading advertising, and any alcohol-related licensing or event-permit
obligations. If a Merchant offers alcohol-related events or services, the Merchant is responsible for obtaining any approvals, permits,
licenses, insurance, and trained personnel required by individual state and municipal laws. VoolayVoo may suspend or reject listings that present obvious
regulatory risk.
12. Merchant Representations and Warranties
Merchant represents and warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) all registration, profile, payout,
and bank information supplied by Merchant is accurate and complete; (c) Merchant owns or has rights sufficient to use all content,
trademarks, images, videos, logos, and promotional materials submitted to the platform; (d) Merchant-created offerings and related
advertising are not false, deceptive, misleading, unlawful, defamatory, infringing, or unfair; (e) Merchant holds and maintains all permits,
licenses, certificates, and approvals required for the offered goods or services; and (f) Merchant will not use customer data except as
reasonably necessary to fulfill transactions, provide customer service, or comply with law.
13. Intellectual Property and Content License
Merchant retains ownership of Merchant content, subject to the rights it grants under this Agreement. Merchant grants VoolayVoo a
nonexclusive, worldwide, royalty-free license during the term of this Agreement to host, store, reproduce, format, display, distribute, and
promote Merchant content for purposes of operating, marketing, improving, and supporting the platform and Merchant-created offerings.
Merchant may revoke that license only by removing the content and closing applicable listings, subject to preservation rights for legal
compliance, dispute handling, and backup systems.
14. Customer Data and Privacy Restrictions
Merchant may access customer information only to the extent made available through the platform and only for lawful transaction
fulfillment, support, fraud prevention, reconciliation, or compliance purposes. Merchant may not sell, rent, broker, or disclose customer
data to third parties except as needed to fulfill an order, provide contracted services, or comply with law. Merchant must implement
commercially reasonable safeguards for any personal information it receives.
15. Prohibited Conduct
Merchant shall not: create fraudulent or misleading listings; manipulate pricing or advertised value in a deceptive manner; publish content
that infringes third-party rights; use the platform for unlawful goods or services; evade platform fees; circumvent the payment processor for
in-app transactions that originated through the platform; or misuse QR validation, check-in tools, follower tools, or transaction-history
functionality.
16. Validation, Check-In, and Disputes
Where the platform provides QR code validation or check-in tools, Merchant is responsible for scanning, honoring, rejecting, or
investigating presented transaction records in good faith. Platform validation tools do not eliminate the possibility of payment disputes,
fraud, or mistaken acceptance. Merchant must cooperate with reasonable requests for evidence in connection with chargebacks, fraud
reviews, or customer disputes.
17. Suspension, Holds, and Termination
VoolayVoo may suspend listings, pause payouts, limit features, or terminate this Agreement immediately upon notice if VoolayVoo
reasonably believes that Merchant has breached this Agreement, violated law, created material customer harm, triggered processor
concern, or exposed the platform to significant legal, payment, reputational, or security risk. Merchant may terminate its account by
ceasing use of the platform and satisfying outstanding obligations. Termination does not eliminate obligations relating to prior transactions,
refunds, disputes, taxes, confidentiality, indemnification, or payment reversals.
18. Indemnification
Merchant shall defend, indemnify, and hold harmless VoolayVoo, Sam and Ella Enterprises, LLC, and their managers, officers, employees,
contractors, successors, and assigns from and against third-party claims, losses, damages, liabilities, costs, and reasonable attorneys' fees
arising out of or related to: Merchant-created offerings; Merchant content; Merchant's breach of this Agreement; Merchant's violation of
law; tax liabilities attributable to Merchant; Merchant's collaboration arrangements; bodily injury, property damage, or event incidents
attributable to Merchant operations; or disputes between Merchant and a collaborator, venue, or customer.
19. Disclaimers and Limitation of Liability
The platform is provided on an 'as is' and 'as available' basis. VoolayVoo disclaims implied warranties to the maximum extent permitted bylaw, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. To the maximum extent
permitted by law, VoolayVoo will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost
profits, lost data, lost goodwill, or business interruption. Except for amounts that cannot be limited by law, VoolayVoo's aggregate liability
arising out of this Agreement should not exceed the total platform fees paid or payable by the Merchant to VoolayVoo during the six-month
period preceding the event giving rise to the claim.
20. Governing Law, Venue, and Dispute Process
This Agreement will be governed by the laws of the State of Oklahoma, without regard to conflict-of-law rules. The parties may elect to add
mandatory arbitration, venue-selection language, or a mediation-first clause after outside counsel review. Until then, any court action
should be brought in a state or federal court of competent jurisdiction located in Oklahoma County, Oklahoma, and the parties consent to
personal jurisdiction there.
21. Changes to the Agreement
VoolayVoo may update this Agreement by providing notice through the app, dashboard, email, or another reasonable method. Material
changes should apply prospectively after notice, except where immediate change is required by law, processor rules, or platform security
needs. Continued use of the platform after the effective date of an updated Agreement constitutes acceptance.
22. Signature / Click-Through Acceptance
This Agreement may be accepted electronically. Merchant agrees that checking an acceptance box, clicking a button labeled with words
such as 'Accept,' 'Create account,' 'Publish,' or 'Continue to Stripe,' or otherwise using the merchant-facing platform after receiving notice
of this Agreement will constitute an electronic signature and a binding acceptance of this Agreement and any incorporated schedules or
policies.
VOOLAYVOO Privacy Policy
VOOLAYVOO IS AN ONLINE SOCIAL MARKETING PLATFORM CREATED BY SAM AND ELLA ENTERPRISES, LLC.
VOOLAYVOO IS PROVIDED TO YOU BY SAM AND ELLA ENTERPRISES, LLC. THE TERMS OF THE VOOLAY-VOO PRIVACY POLICY (HTTPS://) ALSO APPLY FULLY TO YOUR USE OF THE VOOLAY-VOO PLATFORM. BY USING THE VOOLAYVOO PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOUR INFORMATION WILL BE SUBJECT TO THE VOOLAY-VOO PRIVACY POLICY.
Effective Date: May 12, 2023
Welcome to VOOLAYVOO, a platform provided by SAM AND ELLA ENTERPRISES, LLC, (“SAM AND ELLA ENTERPRISES, LLC”) (“Company,” “we,” “us,” or “our”).
Company provides this Privacy Policy (the “Privacy Policy”) to describe the information we collect, how we use it, and when and with whom we share it. Except as explicitly provided herein, this Privacy Policy applies only to information that we collect and use about you when you access or use the VOOLAYVOO Platform. If you do not agree to this Privacy Policy, please do not access or use the VOOLAY-VOO platform.
1. Information We Collect
When you use the VOOLAYVOO Platform, we may collect or receive information about you to provide the VOOLAYVOO Platform and operate our business. The types of information that we may collect about you are:
a. Information You Provide to Us Directly
We may collect information that you provide directly to us:
When you use our VOOLAYVOO Platform;
When you participate in surveys or fill out forms;
When you subscribe to newsletters;
When you register for promotions;
When you transmit user content to us;
When you request customer support and/or technical assistance; and When you otherwise communicate with us through the VOOLAY-VOO Platform.
The information you provide directly to us may concern you or others and may include, but is not limited to:
Name and contact information, such as phone number, address, and email address; Order details;
Payment information; and
Information provided via surveys and/or other marketing research efforts.
You are not required to provide us with such information, but certain features of the VOOLAYVOO Platform may not be accessible or available, absent the provision of the requested information.
b. Information Collected Automatically
We also may receive and store certain information about you and your device(s) automatically when you access or use the VOOLAYVOO Platform. This information may include:
Technical Information – We may collect technical information associated with your activity on the VOOLAYVOO Platform and may include information related to your browser and operating system, IP address (the Internet address of your computer) unique device identifiers, and other information such as your device type. We use such information for diagnostic and statistical purposes and to administer the VOOLAYVOO Platform.
Site Usage Information – We may collect information to better understand customer traffic patterns usage of the VOOLAYVOO Platform. This may include the webpage that you were visiting before accessing the VOOLAYVOO Platform, the pages or features of the VOOLAYVOO Platform that you browsed to inform us which part of the VOOLAYVOO Platform you visit and how much time you spend there. This information is used to analyze and improve the VOOLAYVOO Platform and to provide our customers with a better user experience.
Site Preferences – We collect information about your preferences to make your use of the VOOLAYVOO Platform more productive through the use of cookies.
Location Information – We may collect and store general location information (such as IP address).
c. Information From Third Parties
We may collect information about you or others from third parties. For example, to the extent permitted by law, we may collect information from publicly-available sources. We may combine information that we collect from you through the VOOLAYVOO Platform with information that we obtain from such third parties and information derived from other products or Platform we provide.
2. Use of Cookies and Other Tracking Technologies
We use cookies, web beacons, pixels, session replay/screen capture, and similar technologies to collect information and personalize your experience with the VOOLAYVOO Platform.
a. Cookies
Cookies are small web files that a site or its provider transfers to your device’s hard drive through your web browser that enables the site’s or provider’s system to recognize your browser and remember certain information.
We use first-party and third-party cookies for the following purposes:
to make the VOOLAY-VOO Platform function properly; to improve the VOOLAYVOO Platform; to recognize you when you return to the VOOLAYVOO Platform and to remember information you have already provided, such as items already in your order cart; and to provide a secure browsing experience during your use of the VOOLAYVOO Platform.
You may disable the use of cookies by modifying your browser settings. If you choose to disable cookies you may not be able to fully experience the interactive features of the VOOLAYVOO Platform.
For more information on cookies and how to disable cookies visit www.ftc.gov/ftc/cookies.shtm (https://www.ftc.gov/ftc/cookies.shtm) or https://www.usa.gov/optout_instructions.shtml (https://www.usa.gov/optout_instructions.shtml).
b. Web Beacons
Web beacons, also known as web bugs, pixel tags or clear GIFs, are tiny graphics with a unique identifier that may be included on the VOOLAYVOO Platform to deliver or communicate with cookies, in order to track and measure the performance of the VOOLAYVOO Platform, monitor how many web visitors we have, and to monitor the effectiveness of our advertising. Unlike cookies, which are stored on the user’s hard drive, web beacons are typically embedded invisibly on webpages (or in an email).
c. Online Analytics and Advertising Technologies
We and our third-party vendors may use automated technologies (including cookie identifiers on the VOOLAYVOO Platform), along with other collected information, to tailor ads or deliver content when you are on the VOOLAYVOO Platform or on other devices, apps or websites.
d. Interest-Based Advertising
We (or our service providers) may use the information we collect, for instance, IP addresses and unique mobile device identifiers, to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones, tablets, or computers), or work with providers that do this, in order to better tailor content and features and provide you with a seamless experience across devices. If you wish to opt out of cross device tracking for purposes of interest-based advertising, you may do so through your device settings. We may also use cross-device targeting to help identify our users and serve advertising. This type of advertising is often called “interestbased” or “personalized” advertising—and when it occurs on mobile apps, “cross-app” advertising.
You can learn more about interest-based advertising and how to opt-out of receiving tailored advertising by visiting (i) the Network Advertising Initiative’s Consumer Opt-Out link
(http://www.networkadvertising.org/choices) or (ii) the Digital Advertising Alliance’s Consumer Opt-Out link (http://www.aboutads.info/choices/). To opt out of Google Analytics for display advertising or customize Google display network ads, you can visit the Google Ads Settings (https://www.google.com/settings/ads) page.
Please note that even if you opt-out, you may still receive advertisements from us. However, in that case, the advertising will not be tailored to your interests. Also, we do not control any of the above opt-out links or whether any particular company chooses to participate in these opt-out programs.
3. Use of Your Information
We may use the information we collect or receive about you for various purposes.
To Provide You with the VOOLAYVOO Platform: We use your information to provide you the VOOLAYVOO Platform. For example, we use credit card information to complete a transaction. Your information may be available or provided to third-party service providers and that are contractually obligated to protect your information as disclosed in this Privacy Policy.
To Maintain, Improve, and Personalize the VOOLAYVOO Platform: We may use your information for our everyday business operations such as auditing and administration of the VOOLAYVOO Platform. Your information may also be used to improve the content and/or functionality of
the VOOLAYVOO Platform. We may use your information to help us improve our offerings, such as using order history and trends to understand the popularity of menu items. We may also use your information to personalize your experience and our recommendations to you.
To Communicate with You: We use your information to communicate with you. For example, we may contact you about the status of your orders. We may also contact you with promotional offerings or other communications that may be of interest to you. In the event you contact us, we use certain information to respond to your questions and assist you with any issues that may arise in your use of the VOOLAYVOO Platform.
For Account and Network Security Purposes: We care about keeping you secure and safe while using the VOOLAYVOO Platform. Keeping you safe requires us to process your information, such as your device information, activity information and other relevant information. We use such information to combat spam, malware, malicious activity or security risks; improve and enforce our security measures; and to monitor and verify your identity so that unauthorized users do not gain access to your information.
To Maintain Legal and Regulatory Compliance: The VOOLAYVOO Platform are subject to certain laws and regulations which may require us to process your information. For example, we process your information to pay our taxes and to fulfill our business obligations.
To Enforce Compliance with Our Terms and Conditions and Policies: When you access or use the VOOLAYVOO Platform, you are bound to our Terms and Conditions (VOOLAYVOO-terms-and-conditions)
and this Privacy Policy. We may process your information to prevent and mitigate any alleged or actual prohibited, illicit or illegal activities on the VOOLAYVOO Platform.
To Protect You, Others, and Our Business: We may use your information to protect you, others, and our business, including, without limitation, using information for fraud prevention, for enforcement of our Terms and Conditions, to comply with the law, and to protect against security risks.
4. Sharing of Personal Information with Third Parties
We may share your information in the following ways:
Service Providers: We may share your information with our third-party service providers for certain business purposes. This information is provided in order for them to provide us Platform Services such as payment processing, customer support and other Platform. These third-party service providers have access to your information only for the purpose of performing Platform Services on our behalf and are expressly obligated not to disclose or use your information for any other purpose.
When Required by Law: We may share your information with third parties where required to protect and defend our legal rights, protect the safety and security of users of the VOOLAY-VOO Platform, prevent fraud, comply with the law, respond to legal process, or a request for cooperation by a government entity
Corporate Transactions: In the event of sale, transfer, merger, reorganization, dissolution, or similar event we may transfer your information to one or more third parties as part of that transaction, including during the negotiation of an actual or contemplated transaction.
With Your Consent: We also may share or disclose your information with your consent or at your direction.
5. Security
We implement administrative, technical, and physical security controls that are designed to safeguard your information. However, no online activity is ever fully secure or error-free. While we strive to protect your information, we cannot guarantee that your information is absolutely secure. Please keep this in mind when using the VOOLAYVOO Platform.
6. Third-Party Sites
The VOOLAYVOO Platform may contain links to third-party websites or Services. We are not responsible for the content or practices of those websites or Services. The collection, use, and disclosure of your information will be subject to the privacy policies of the third-party websites or Platform, and not this Privacy Policy. We urge you to read the privacy and security policies of these third parties.
7. Children’s Information
The VOOLAYVOO Platform are not intended for children under 13 years of age and we do not knowingly collect personal information from children under the age of 13. If you are a parent or guardian of a child under the age of 13 and believe he or she has disclosed personally identifiable information to us please contact us at +1 (336) 462-9189.
8. California Do-Not-Track Disclosure
Company does not have a mechanism in place for responding to browser “do not track” signals or other similar mechanisms used to limit collection of information for use in Online Behavioral Advertising.
9. Changes to Our Privacy Policy
We may change this Privacy Policy to reflect changes in the law, our information practices or the features of the VOOLAYVOO Platform. If we make a material change to the Privacy Policy, you will be provided with appropriate notice in accordance with legal requirements. By continuing to use the VOOLAYVOO Platform, you are confirming that you have read and understood the latest version of this Privacy Policy.
10. Contact Us Page
If you have any questions or concerns relating to this Privacy Policy, please contact us at +1 (336) 462-9189.
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