These Partner Terms & Conditions (the "Agreement") govern your access to and use of the Fun Network platform. This Agreement is a legally binding agreement between Funfull, Inc. ("Fun Network," "we," "our," or "us") and any business or entity participating as a partner ("Partner," "you," or "your").
By accessing, registering for, or using the Fun Network platform, you agree to be bound by this Agreement and all applicable policies referenced herein.
1.1 Platform Role
Fun Network ("Company," "we," "us," or "our") provides a membership and revenue platform (the "Platform") that enables Partner businesses ("Partner" or "you") to create, manage, and offer membership packages (the "Packages") to end users.
Through the Platform, Partner may:
1.2 Facilitator Role and Responsibilities
Fun Network acts solely as a technology provider and facilitator. In this capacity, Fun Network:
Fun Network does not own, operate, manage, or control any Partner locations or services. Partner retains full responsibility for the operation of its business and the delivery of all in-person experiences and benefits associated with its Packages.
Partner is solely responsible for honoring all Package terms, fulfilling all promised benefits, and ensuring that its services are delivered in compliance with applicable laws and standards.
2.1 Termination by Partner
Partner may terminate its participation in the Fun Network Platform at any time by providing written notice to Fun Network. Such termination shall be subject to a notice period of up to thirty (30) days, unless otherwise agreed in writing.
Fun Network reserves the right, in its sole discretion, to determine and implement an appropriate wind-down period based on factors including, but not limited to, the number of active memberships, billing cycles, and operational considerations, in order to ensure an orderly transition for affected members.
2.2 Termination or Suspension by Fun Network
Fun Network reserves the right, in its sole discretion, to suspend or terminate the Partner relationship at any time, with or without prior notice, for any lawful reason, including but not limited to:
2.3 Effect of Termination
Upon termination of the Partner relationship for any reason:
(a) Cessation of Sales and Promotion
Fun Network shall cease all marketing, promotion, and sale of the Partner's Packages across all Platform channels, including web, mobile, and in-location integrations.
(b) Retention and Management of Active Members
Partner shall retain responsibility for all active memberships, including billing relationships maintained through Stripe or any applicable payment processor.
(c) Ongoing Obligations to Members
Partner agrees to continue honoring all Package benefits and providing access to services for all active members through the end of their current billing period.
(d) Membership Continuation and Non-Renewal
Active memberships shall remain in effect through the applicable member's current billing cycle but shall be canceled effective at the next billing date and shall not renew thereafter.
(e) Loss of Platform Access
Partner may, immediately upon termination or suspension, lose access to the Platform and related services, including but not limited to:
3.1 Partner Responsibility for Packages
Partner shall have sole responsibility for defining and managing all aspects of its Packages offered through the Platform, including, without limitation:
Partner represents and warrants that all Package details are accurate, lawful, and clearly communicated to members.
3.2 Package Integrity and Platform Protection
Partner agrees not to make material, substantial, or disruptive changes to its Packages that are intended to:
Fun Network reserves the right, in its reasonable discretion, to determine whether any such changes violate this provision.
3.3 Benefit Compliance and Accuracy
Partner agrees to:
Failure to comply with these obligations may result in corrective action by Fun Network, including, without limitation, suspension or removal of Packages, restriction of Platform access, or termination of the Partner relationship.
4.1 Payment Processing
All payments for Packages sold through the Platform are processed via Fun Network's designated payment processing systems, including Stripe or an equivalent provider.
Fun Network acts solely as a platform provider facilitating payment processing and related services. Partner remains the merchant of record for all transactions related to its Packages and is responsible for compliance with all applicable financial, tax, and regulatory obligations.
4.2 Revenue Share
The revenue share between Partner and Fun Network shall be mutually agreed upon at the time of onboarding and commencement of the Partner relationship.
The agreed-upon revenue share is intended to cover, without limitation:
Revenue share shall apply solely to membership-related revenue and shall exclude applicable taxes, fees, or other charges as required by law.
Fun Network reserves the right to review and propose adjustments to the revenue share structure from time to time, subject to mutual written agreement between the parties.
4.3 Payouts
Membership revenue is processed through the Platform on a rolling basis. Subject to standard payment processing timelines, the majority of funds are typically made available to the Partner within two (2) business days following the applicable transaction.
Payment processing is facilitated through Stripe or an equivalent provider, which may apply a rolling reserve or similar hold on a portion of revenue to account for potential refunds, disputes, or chargebacks. Notwithstanding such reserves, the substantial majority of Partner revenue is generally made available without material delay.
Fun Network does not control the policies or timelines of third-party payment processors and shall not be liable for delays attributable to such providers.
4.4 Failed Payments
In the event of a failed payment, Fun Network may attempt to reprocess the transaction in accordance with its standard retry procedures.
If payment remains unsuccessful, the associated member's access to Package benefits may be suspended until payment is successfully completed, in accordance with Platform policies.
5.1 Check-In and Access Obligations
Partner agrees to:
5.2 Customer Experience and Operational Responsibility
Partner shall have sole responsibility for the operation of its business and the delivery of all in-person experiences. This includes, without limitation:
5.3 Capacity, Availability, and Operations
Partner retains full authority and discretion over its operations and may:
Such decisions shall be made by the Partner in accordance with its operational needs, provided that Partner continues to honor its obligations to active members as required under this Agreement.
6.1 Portal Access
Fun Network will provide Partner with access to the Partner Portal (the "Portal") for purposes including, but not limited to:
Access to the Portal is provided solely for use in connection with Partner's participation in the Platform and subject to these Terms.
6.2 Partner Responsibilities
Partner agrees to:
Any misuse of the Portal or violation of this Section may result in suspension or termination of access, at Fun Network's sole discretion.
7.1 Partner Responsibilities
Partner agrees to actively support and promote its membership Packages offered through the Platform. This includes, without limitation:
7.2 Fun Network Marketing Rights
Partner grants Fun Network a non-exclusive, worldwide, royalty-free right and license to use Partner's business name, trademarks, logos, and likeness for purposes related to the promotion and operation of the Platform.
Such use may include, without limitation, featuring Partner in:
Partner represents and warrants that it has all necessary rights to grant the foregoing license.
8.1 Grounds for Suspension
Fun Network reserves the right, in its sole discretion, to suspend Partner's access to the Platform, in whole or in part, at any time, with or without prior notice, for any lawful reason, including but not limited to:
8.2 Effect of Suspension
During any period of suspension:
Fun Network reserves the right to determine the scope and duration of any suspension based on the nature and severity of the underlying issue.
9.1 Transfer Rights and Ownership Changes
In the event of a sale, merger, transfer, or other change in ownership or control of the Partner's business, Partner agrees to promptly notify Fun Network in writing.
Subject to applicable laws and the policies of the payment processor (including Stripe or any equivalent provider), access to the Partner's payment processing account may be transferred to the new owner or controlling entity.
Notwithstanding the foregoing, continued participation in the Fun Network Platform following any change in ownership shall be subject to the prior written approval of Fun Network, which may be granted or withheld in its sole discretion. Fun Network reserves the right to require the new owner or entity to enter into a new agreement or satisfy onboarding requirements as a condition of continued participation.
10.1 Platform Availability
The Platform and all related services are provided on an "as is" and "as available" basis. Fun Network does not guarantee uninterrupted, secure, or error-free operation of the Platform.
Access to the Platform may be suspended, delayed, or unavailable from time to time due to circumstances including, but not limited to:
10.2 Third-Party Services
Certain features, benefits, or integrations made available through the Platform may rely on third-party providers. Partner acknowledges that such third-party services are outside the control of Fun Network.
To the fullest extent permitted by applicable law, Fun Network shall not be responsible or liable for any failures, interruptions, errors, or unavailability of third-party services, or for any loss or damage arising from reliance on such services.
11.1 Ownership of Customer Relationships and Data
Partner retains ownership of its customer relationships and any customer data generated through its business operations, subject to the rights granted to Fun Network under this Agreement. Nothing in this Agreement shall be construed as transferring ownership of such customer relationships or data to Fun Network.
11.2 Data Processing and Use by Fun Network
Partner grants Fun Network the right to collect, process, store, and use data as necessary to operate, maintain, and improve the Platform and related services. This includes, without limitation:
Fun Network agrees to handle all data in accordance with applicable laws and its Privacy Policy.
Partner agrees to conduct its business in a lawful, ethical, and professional manner and shall not, directly or indirectly:
Failure to comply with this Section may result in suspension or termination of the Partner relationship, in addition to any other remedies available under this Agreement or applicable law.
Each party agrees that it shall not make, publish, or communicate any false, misleading, or disparaging statements or representations, whether written or oral, that are intended to harm or would reasonably be expected to harm the reputation, business, or goodwill of the other party.
This provision shall not prohibit either party from making truthful statements as required by law, regulation, or legal process.
14.1 Disclaimer of Warranties
To the fullest extent permitted by applicable law, the Platform and all services provided by Fun Network are made available on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory. Fun Network expressly disclaims all warranties, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
14.2 No Guarantee of Accuracy or Availability
Fun Network does not warrant that the Platform, or any content, features, or services provided therein, will be accurate, complete, reliable, current, secure, or error-free. Fun Network does not guarantee uninterrupted access to the Platform or that any defects will be corrected.
14.3 Exclusion of Liability
To the fullest extent permitted by applicable law, Fun Network shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, loss of revenue, profits, data, business opportunities, or goodwill, arising out of or related to this Agreement or the Partner's use of the Platform, even if advised of the possibility of such damages.
14.4 Limitation of Liability
To the fullest extent permitted by applicable law, Fun Network's total cumulative liability for any claims arising out of or related to this Agreement shall not exceed the lesser of:
14.5 Jurisdictional Limitations
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. Accordingly, some of the above disclaimers and limitations may not apply to the extent prohibited by applicable law.
14.6 Errors and Omissions
The Platform may contain typographical errors, inaccuracies, or omissions. Fun Network reserves the right to correct any such errors, inaccuracies, or omissions at any time without prior notice.
14.7 Modifications to Services
Fun Network reserves the right, at any time and in its sole discretion, to modify, suspend, or discontinue the Platform or any part thereof, including any features or services, with or without notice. Fun Network shall not be liable for any such modification, suspension, or discontinuation.
Fun Network reserves the right to modify, update, or revise this Agreement at any time, in its sole discretion. Any such changes shall become effective upon notice to Partner, which may be provided through the Platform, via email, or by other reasonable means.
By continuing to access or use the Platform after such changes become effective, Partner agrees to be bound by the revised Agreement. If Partner does not agree to the updated terms, Partner must discontinue participation in the Platform.
16.1 Governing Law
This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the relationship between the parties, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
16.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, breach, termination, enforcement, interpretation, or validity, shall be resolved exclusively through final and binding arbitration.
Such arbitration shall be conducted in the State of Delaware in accordance with the rules of the American Arbitration Association ("AAA") then in effect. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
To the fullest extent permitted by law, the parties agree to waive any right to a trial by jury or to participate in any class action or representative proceeding.
The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between Fun Network and Partner.
Neither party shall have the authority to bind or obligate the other in any manner without prior written consent.
By agreeing to or otherwise accepting this Agreement, whether electronically or through continued participation in the Platform, Partner acknowledges that it has read, understood, and agrees to be bound by all terms and conditions set forth herein.