Venue Operator Agreement

1. Parties

This Venue Operator Agreement (“Agreement”) is entered into between TapNGame Inc. (“TapNGame”, “we”, “us”) and the individual or legal entity registering as a venue operator on the Platform (“Operator”, “you”). By clicking “I agree” during venue registration, the Operator accepts this Agreement.

2. Scope of TapNGame's Role

TapNGame operates a booking and payments marketplace. TapNGame's responsibilities are limited to:

• Hosting the Operator's venue listing and accepting bookings from Players
• Processing booking payments and remitting payouts (less the Platform Fee) to the Operator's connected Stripe account
• Providing customer-support tooling for the booking transaction itself (refunds, chargebacks, dispute coordination)
• Maintaining the technical platform (mobile apps, dashboards, notifications)

TapNGame is not the operator of the venue. TapNGame does not own, lease, manage, supervise, staff, instruct, coach, train, certify, equip, inspect, or insure the venue or any activity held at it. TapNGame does not select Players, screen them for fitness or skill, or warrant their behaviour. Anything that happens physically at the venue — including but not limited to athletic activity, injury, illness, death, theft, harassment, property damage, equipment failure, slip-and-fall, fire, or environmental hazard — is the Operator's sole responsibility.

3. Operator Representations

The Operator represents and warrants that:

• It is legally entitled to operate the venue and to accept paid bookings for the activities listed
• All listing content (name, address, hours, pricing, photos, amenities, accessibility notes) is accurate and not misleading, in compliance with the BC Business Practices and Consumer Protection Act
• It owns or has licensed all photos, videos, descriptions, and other content uploaded to the Platform, and the upload does not infringe any third-party intellectual property rights
• It will comply with all laws applicable to its venue and operations (municipal, provincial, federal), including business licensing, zoning, occupancy, fire-code, accessibility, employment, and tax laws
• It maintains the regulatory registrations its business requires (including, where applicable, business licence, GST/HST registration, BC PST registration, and WorkSafeBC coverage). TapNGame does not collect, verify, or store these documents — they remain the Operator's sole responsibility, enforced by the relevant regulators

4. Insurance (Strongly Recommended)

TapNGame strongly recommends that every Operator maintain Commercial General Liability (CGL) insurance with a minimum limit of CAD $2,000,000 per occurrence, plus any sport-specific or facility-specific coverage appropriate to its operations. TapNGame does not require proof of insurance as a precondition to listing, and does not provide insurance of any kind to the Operator, the venue, Players, or third parties. The Operator's decision regarding insurance is its own, and the Operator bears the full financial consequence of operating uninsured or underinsured.

5. Platform Fees, Payouts, and Stripe Connect

5.1 Platform Fee

TapNGame deducts a Platform Fee from each completed booking before the remaining funds are paid to the Operator. The Platform Fee is calculated as a percentage of the booking subtotal (the listed price multiplied by quantity, before taxes and before any customer-facing booking-fee line). The Platform Fee is deducted from the Operator's share of the booking and is not added on top of the price the Player pays unless the Operator and TapNGame have separately agreed to a customer-paid fee model in writing.

5.1.1 Standard rate

The standard Platform Fee rate is 10% of the booking subtotal per booking. This is the rate that applies to every venue unless a different rate is recorded for that venue on TapNGame's systems by mutual written agreement.

5.1.2 Per-venue rates

The Operator acknowledges that different Platform Fee rates may apply to different venues based on factors including, without limitation, expected booking volume, sport category, average rate card, exclusivity, and the duration of any introductory or promotional period. A rate negotiated for one venue does not bind TapNGame in respect of any other venue, including additional venues subsequently added by the same Operator. The current rate for each venue is reflected in the Operator's dashboard at My Account > Settings > Billing and on each booking statement.

5.1.3 Introductory and promotional rates

TapNGame may, in its sole discretion, offer the Operator an introductory or promotional Platform Fee rate (including a fee of 0%) for a defined period from the venue's go-live date or other agreed start date (the “Promotional Period”). Unless otherwise agreed in writing:

• The Promotional Period and its rate will be confirmed by email and reflected in the venue dashboard before bookings under the promotional rate begin.
• On the day after the Promotional Period ends, the Operator's Platform Fee rate automatically reverts to the rate that would otherwise have applied for that venue (typically the standard rate in §5.1.1, or any other rate recorded for that venue under §5.1.2). No further notice is required for this automatic reversion; the end date of the Promotional Period is itself the notice.
• Bookings that are scheduled to occur after the Promotional Period ends are billed at the post-promo rate, even if they were created during the Promotional Period — except where TapNGame has confirmed in writing that the promotional rate is locked to creation date.
• TapNGame may withdraw or shorten a Promotional Period on 14 days' prior email notice if the Operator is in material breach of this Agreement (for example, false listings, repeated cancellations, payment fraud, or harassment of Players).

5.1.4 Changes to Platform Fee rates (including future increases)

TapNGame may change any Platform Fee rate from time to time, including by increasing the standard rate or the rate that applies to a specific venue. Any change will take effect on the date set out in the change notice, which will be at least 30 days' after the notice is sent by email to the Operator's registered address. Changes apply to bookings created on or after the effective date; bookings already created at the prior rate are honoured at the prior rate. Continued use of the Platform after the effective date constitutes acceptance of the new rate. If the Operator does not accept the new rate, the Operator may terminate this Agreement under §10 before the effective date and will be paid out for completed bookings under §5.4.

The notice period under this §5.1.4 does not apply to the automatic reversion of an introductory or promotional rate under §5.1.3 (where the end date of the Promotional Period is itself the notice) or to changes the Operator has separately agreed to in writing.

5.1.5 What the Platform Fee covers (and what it does not)

Out of the Platform Fee, TapNGame pays all card-processing fees charged by Stripe on the booking (typically ~2.9% + C$0.30 per transaction in Canada), platform hosting and infrastructure, customer-acquisition marketing, fraud screening, and routine customer-support tooling. The Platform Fee does not cover:

• Chargeback fees levied by Stripe or the card networks when a Player initiates a chargeback — these are passed through to the Operator under §6 (Chargebacks).
• Currency-conversion fees where the Operator's payout account is in a currency other than the booking currency.
• Tax owed by the Operator on its own bookings (GST/HST, BC PST, income tax) — see §5.5.
• Optional add-on services (paid promotion, premium placement, custom integrations) that TapNGame may offer separately on opt-in terms.

5.2 Stripe Connect Express — Required

Payouts are processed exclusively via Stripe Connect Express, a service of Stripe, Inc. and Stripe Payments Canada, Ltd. By accepting this Agreement, the Operator:

• Agrees to Stripe's Connected Account Agreement at stripe.com/en-ca/legal/connect-account, which governs the Stripe Express account. TapNGame is the “platform” under that agreement. Acceptance is one-click through this Agreement; Stripe's onboarding flow re-confirms key terms during account creation.
• Acknowledges that Stripe — not TapNGame — performs all identity verification (KYC), business documentation, beneficial-ownership disclosure, AML/sanctions screening, tax-information collection, and information-return reporting required of the Operator. TapNGame does not duplicate, replace, or override Stripe's verification.
• Acknowledges that Stripe Express accounts on TapNGame are accessed through the TapNGame Venue Manager Dashboard (Settings > Billing > “View Stripe Express Dashboard”), the standard model used by marketplace platforms such as Airbnb, Uber, and DoorDash. Operators retain the right to contact Stripe Support directly at any time regarding their account, payouts, or funds.
• Acknowledges that all funds deposited into the connected bank account belong to the Operator. TapNGame does not redirect payouts; its only deduction is the agreed Platform Fee before payout.
• Acknowledges that the Operator cannot self-disconnect the Stripe account from within the TapNGame dashboard (this prevents accidental loss of access to earned funds). To disconnect, email support@tapngame.com.

5.3 Payout Holds

TapNGame may temporarily withhold or delay payouts where:

• A chargeback, refund, or dispute is pending
• TapNGame reasonably suspects fraud or platform-policy violations
• Stripe has placed a hold on the account pending verification
• TapNGame is legally compelled to do so

TapNGame will email the Operator within 24 hours of placing a hold, stating the reason and expected resolution timeline. Withheld funds are never forfeited — they are held pending resolution and released once the issue is resolved.

5.4 Termination Wind-Down

On termination of the Operator's TapNGame account (by either party):

• All bookings already paid and completed will continue to be paid out on Stripe's standard schedule (typically within 2 business days of each completed booking).
• TapNGame will email a one-time Stripe Express dashboard link to the Operator's registered email within 3 business days of termination, enabling continued access to payout history, tax documents, and bank-account management outside the TapNGame platform.
• Funds in transit at the time of termination will be paid out within 7 business days of the final eligible booking, subject to active holds for chargebacks or disputes.

5.5 Tax

How tax flows on each booking. Sales tax (GST/HST and, where applicable, BC PST) is calculated on the Player's checkout based on the tax rate configured for the venue, added on top of the listed price, shown to the Player as a separate line, and routed by Stripe directly into the Operator's connected payout account along with the rest of the booking. TapNGame does not withhold, hold, claim a credit against, or remit any portion of the sales tax collected on the underlying booking. The Operator is solely responsible for remitting that tax to the Canada Revenue Agency and, where applicable, to the Province of British Columbia, under the Operator's own registration(s).

The Operator is also solely responsible for reporting income earned through the Platform under federal and provincial law. Stripe issues required tax-information slips and platform-operator information returns under Canadian law (e.g. the OECD's digital-platform reporting rules implemented by Part XX of the Income Tax Act).

GST on the Platform Fee. The Platform Fee itself is a separate, business-to-business supply of intermediation services by TapNGame to the Operator. Once TapNGame is registered for GST/HST, the Platform Fee will be invoiced inclusive of applicable GST/HST and that amount will be itemised on the Operator's monthly statement. If the Operator is itself registered for GST/HST, the Operator may claim the GST/HST on the Platform Fee as an Input Tax Credit on its own return — please consult the Operator's accountant. Until TapNGame is GST/HST-registered, no GST/HST is added to the Platform Fee.

6. Bookings, Cancellations, and Refunds

The Operator sets the cancellation policy displayed at the time of booking. The policy is binding on both parties.

• Pre-payout refunds: Where a Player is entitled to a refund and TapNGame has not yet disbursed the funds, TapNGame may process the refund directly via Stripe without further Operator approval.
• Post-payout refunds: Where funds have been disbursed, the Operator must cooperate with the refund process. TapNGame may offset future payouts to recover refunded amounts.
• Chargebacks: If a Player initiates a chargeback, the Operator agrees to provide booking evidence on request. Chargeback fees levied by Stripe or the card networks are passed through to the Operator.

7. Venue Operations — Sole Responsibility of Operator

The Operator is solely responsible for everything that occurs at or in connection with the venue. This includes:

• Physical safety of the premises, equipment, surfaces, lighting, ventilation, and emergency egress
• Compliance with all building codes, fire codes, occupancy limits, and Technical Safety BC requirements
• Supervision of activities, conduct of staff and contractors, training and certification of any instructors or coaches
• Screening Players, enforcing waivers, and managing the conduct of attendees
• Any injury, illness, death, property damage, theft, harassment, discrimination, or other harm experienced by Players, staff, contractors, or third parties at the venue
• Emergency response, first aid, and reporting to authorities
• Compliance with the BC Human Rights Code and applicable accessibility duties; Operator must disclose known accessibility features and limitations on the listing

TapNGame has no operational role at the venue and assumes no operational liability. TapNGame's function is limited to listing the venue and processing the payment transaction. Any reference in this Agreement to safety, compliance, or operational standards is a representation by the Operator and a basis for the Operator's indemnity, not an undertaking by TapNGame.

8. Content Licence

The Operator grants TapNGame a worldwide, royalty-free, non-exclusive, sublicensable licence to host, reproduce, adapt, display, and distribute Operator-supplied content (photos, descriptions, logos, pricing) for marketplace, marketing, and partner-distribution purposes during the term of this Agreement and for 90 days after termination. The Operator may revoke this licence on termination by emailing support@tapngame.com; TapNGame will remove the content within 30 days, except where retention is required for legal, accounting, or audit purposes.

9. Indemnification by Operator

The Operator shall indemnify, defend, and hold harmless TapNGame Inc. and its officers, directors, employees, contractors, and agents from and against any and all third-party claims, losses, damages, liabilities, settlements, and expenses (including reasonable legal fees) arising out of or relating to:

• The operation of the Operator's venue, including any injury, illness, death, or property damage occurring at, near, or in connection with the venue or its activities
• Inaccurate, misleading, or unlawful listing content supplied by the Operator
• The Operator's breach of this Agreement, applicable law, or third-party rights (including IP, privacy, employment, and consumer-protection laws)
• Any tax assessment, penalty, or interest levied against the Operator or the Platform in respect of the Operator's bookings

10. Limitation of Liability

TapNGame does not insure, indemnify, or guarantee any aspect of the Operator's business or venue. Without limiting Section 7:

• TapNGame makes no representation or warranty regarding booking volume, traffic, conversion, revenue, or Player behaviour.
• To the maximum extent permitted by law, TapNGame excludes all indirect, consequential, incidental, special, exemplary, and lost-profit damages.
• TapNGame's aggregate liability arising out of or relating to this Agreement, regardless of theory (contract, tort, statute, or otherwise), is capped at the greater of (i) the Platform Fees actually paid by the Operator to TapNGame in the twelve (12) months preceding the event giving rise to the claim, or (ii) CAD $1,000.
• Nothing in this Section limits liability that cannot be limited under applicable law (for example, fraud or wilful misconduct).

11. Suspension and Termination

Either party may terminate this Agreement on 30 days' email notice. TapNGame may suspend or remove a venue listing without prior notice if:

• TapNGame reasonably suspects fraud, payment circumvention, or platform-policy violation
• Multiple verified complaints are received from Players
• The Operator breaches this Agreement or TapNGame's Acceptable Use Policy
• TapNGame is legally compelled to do so
• The Stripe Express account is suspended, restricted, or closed by Stripe

Where reasonable and lawful, TapNGame will provide notice and an opportunity to cure before suspension. Section 5.4 (Termination Wind-Down) governs payouts after termination.

12. Prohibited Activities

The Operator must not:

• Circumvent the TapNGame payment system (e.g., asking Players to pay off-platform for bookings sourced through TapNGame)
• Discriminate against Players contrary to the BC Human Rights Code
• List a venue it is not authorized to operate, or list activities outside the venue's permitted use
• Use Player personal information for any purpose other than fulfilling the booking
• Upload content that infringes third-party rights, is unlawful, or is misleading

13. Privacy

TapNGame shares Player booking information (name, contact details, booking metadata) with the Operator solely for the purpose of fulfilling bookings. The Operator must handle Player personal information in compliance with the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and the BC Personal Information Protection Act (PIPA), use it solely for booking fulfilment, and not sell or transfer it to third parties without Player consent.

Cross-border processing notice. TapNGame uses third-party infrastructure providers (including Supabase and Stripe) whose servers may be located in the United States. Personal information processed through the Platform may therefore be stored or processed outside Canada and may be subject to lawful access requests by foreign authorities. TapNGame maintains contractual and technical safeguards consistent with PIPEDA and BC PIPA. The full TapNGame Privacy Policy is available at tapngame.com/privacy.

14. Dispute Resolution

The parties shall attempt to resolve any dispute first by good-faith negotiation, and then by mediation in Vancouver, British Columbia, before initiating litigation. Any unresolved dispute shall be brought exclusively in the courts of British Columbia.

Class-action waiver. To the maximum extent permitted by law, the Operator agrees that any dispute will be brought in the Operator's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. This waiver applies to disputes between TapNGame and the Operator as commercial counterparties; nothing in this section limits any non-waivable consumer right that a Player may have under the BC Business Practices and Consumer Protection Act.

15. Force Majeure

Neither party is liable for delays or failures to perform caused by events beyond its reasonable control, including natural disaster, government action, network or infrastructure outage, labour action, or pandemic, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

16. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties attorn to the exclusive jurisdiction of the courts of British Columbia.

17. Amendments

TapNGame may amend this Agreement on 30 days' prior email notice to the Operator's registered email. Continued use of the Platform after the effective date constitutes acceptance. Material changes (fee structure, liability, indemnity) will be flagged in the notice.

18. Miscellaneous

• Entire agreement. This Agreement, together with TapNGame's Privacy Policy, Acceptable Use Policy, and the Stripe Connected Account Agreement, constitutes the entire agreement between the parties on its subject matter.
• Severability. If any provision is held unenforceable, the remainder remains in force.
• No waiver. Failure to enforce any provision is not a waiver of future enforcement.
• Assignment. The Operator may not assign this Agreement without TapNGame's prior written consent. TapNGame may assign in connection with a merger, acquisition, or sale of substantially all assets.
• Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.

19. Contact

For questions about this Agreement:
TapNGame Inc.
Email: admin@tapngame.com
Operator support: support@tapngame.com
Commission negotiation: partners@tapngame.com