Conditions d’utilisation

VIVIDPARK
TERMS OF SERVICE, LIABILITY WAIVER, AND SELLER AGREEMENT

ICOGON LLC
75 E 3rd St, Sheridan, Wyoming 82801
contact@vividpark.com

Effective Date: April 1, 2026

PART ONE: TERMS OF SERVICE

Section 1 Preamble

These Terms of Service (these "Terms") constitute a legally binding agreement between ICOGON LLC, a Wyoming limited liability company doing business as VividPark, with its principal place of business at 75 E 3rd St, Sheridan, Wyoming 82801 ("Company," "we," "us," or "our"), and you, the individual or business entity accessing or using the VividPark platform ("you" or "your").

The Platform connects buyers of parking passes with commercial sellers of parking passes, and also allows the Company itself to list and sell parking passes directly. These Terms apply to every person who uses the Platform in any capacity, whether as a buyer, a commercial seller, or a visitor. Additional terms apply to commercial sellers and are set out in the VividPark Seller Agreement, which governs the seller relationship separately. Where these Terms and the Seller Agreement conflict on a matter relating to the seller relationship, the Seller Agreement controls.

Please read these Terms carefully before creating an account, purchasing a pass, or otherwise using the Platform. By doing any of those things, you confirm that you have read, understood, and agreed to be bound by these Terms, along with any other policies incorporated into them by reference, including the VividPark Privacy Policy.

If you are accessing the Platform on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have that authority, or if you do not agree to these Terms, you may not use the Platform.

These Terms were last updated and are effective as of April 1, 2026. The Company reserves the right to update or modify these Terms at any time. When it does, the revised Terms will be posted on the Platform with an updated effective date. Your continued use of the Platform after any revision is posted constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

IMPORTANT NOTICE: VIVIDPARK IS A TECHNOLOGY PLATFORM ONLY. IT IS NOT AFFILIATED WITH, AUTHORIZED BY, OR CONNECTED TO ANY VENUE, EVENT ORGANIZER, PROMOTER, TEAM, LEAGUE, OR ARTIST. THE COMPANY DOES NOT ISSUE PARKING PASSES, DOES NOT CONTROL ACCESS TO ANY VENUE OR EVENT, AND DOES NOT GUARANTEE THAT ANY PASS LISTED OR SOLD ON THE PLATFORM WILL BE HONORED OR ACCEPTED AT THE POINT OF ENTRY. RESPONSIBILITY FOR THE VALIDITY AND LAWFUL RESALE OF EVERY PASS RESTS ENTIRELY WITH THE SELLER OF THAT PASS WHETHER THAT SELLER IS A COMMERCIAL THIRD-PARTY SELLER OR THE COMPANY ACTING AS A DIRECT SELLER. THE COMPANY'S ROLE AS A DIRECT SELLER IS DISCLOSED AT THE LISTING LEVEL AND DOES NOT ALTER THE TECHNOLOGY INTERMEDIARY NATURE OF THE PLATFORM IN ANY OTHER TRANSACTION.

Section 2 Definitions

The following terms have specific meanings throughout these Terms. Every term is defined here before it appears in the body of the document. When you see a capitalized word in these Terms, it has the meaning given below.

"Buyer" means any individual or entity that purchases or attempts to purchase a Pass through the Platform.

"Buyer Account" means the account created by a Buyer on the Platform through which Passes are browsed, purchased, and managed.

"Commercial Seller" means any business or commercial entity approved by the Company to list and sell Passes on the Platform, including: (i) Parking Operators, meaning businesses that own, manage, or are the authorized agent of the owner or operator of a parking facility and sell access to that facility in connection with Events; and (ii) Professional Traders, meaning businesses or professional resellers that buy and sell parking passes at scale in the ordinary course of their commercial activity. Individual private sellers are not eligible to list on the Platform at this time.

"Company" means VividPark, a Wyoming limited liability company doing business as VividPark, with its principal place of business at 75 E 3rd St, Sheridan, Wyoming 82801.

"Company Listing" means any Pass listed for sale on the Platform by the Company directly, in its capacity as a first-party vendor. The Company may act simultaneously as operator of the Platform and as a seller of Passes. Company Listings are identified as such at the listing level on the Platform.

"Dispute Window" means the period of seven (7) calendar days following the date on which an Event was scheduled to take place, during which a Buyer may submit a dispute or refund request to the Company in connection with a Transaction.

"Event" means any live sporting event, concert, performance, or other occasion taking place at a Venue for which a Pass has been issued and to which a Listing on the Platform corresponds.

"Event Organizer" means the promoter, team, league, artist, production company, or other party responsible for organizing or hosting an Event. The Company is not an Event Organizer and has no affiliation with any Event Organizer unless expressly stated in writing.

"Face Value" means the original price printed on, encoded in, or otherwise associated with a Pass at the time of its initial issuance by the issuing party.

"Fee" means the platform transaction fee equal to 15% of the final sale price of a Pass, charged by the Company to a Commercial Seller upon the completion of a Transaction. The Fee does not apply to Company Listings, which are priced and sold directly by the Company.

"Invalid Pass" means a Pass that, for any reason, does not grant the holder the access it purports to provide, including but not limited to a Pass that is counterfeit, duplicated, voided, expired, venue-restricted, revoked, or otherwise rejected at the point of entry.

"Listing" means an offer to sell a Pass through the Platform, including all information submitted in connection with that offer, such as pass details, price, and Event information. A Listing may be submitted by a Commercial Seller or by the Company in connection with a Company Listing.

"Pass" means a digital parking pass, permit, or credential, including any QR code, barcode, mobile credential, or other electronic access document, that purports to authorize the holder to park at a designated location in connection with an Event.

"Payout Hold Period" means the period of ten (10) calendar days following the date on which an Event was scheduled to take place, during which the Company holds a Commercial Seller's funds before releasing them as a payout. The Payout Hold Period gives the Company time to verify that no valid dispute or chargeback has been filed in connection with the relevant Transaction.

"Platform" means the VividPark website, mobile application, and any related tools, services, or interfaces operated by the Company through which Passes are listed, bought, and sold.

"Refund Eligible Transaction" means a Transaction that qualifies for a refund under Section 7 of these Terms, specifically: (i) a request made within 24 hours of purchase where the relevant Event is scheduled to take place more than 48 hours from the time of purchase; (ii) a Transaction where the relevant Event has been officially cancelled; or (iii) a Transaction where the relevant Event has been postponed and the Buyer submits a request within the Dispute Window.

"Seller" means any Commercial Seller who has been approved by the Company and registered to list or sell Passes through the Platform, as further defined and governed by the Seller Agreement. Where the Company sells a Pass directly, it does so as a first-party vendor in connection with a Company Listing, and not as a "Seller" within the meaning of the Seller Agreement.

"Seller Agreement" means the separate VividPark Seller Agreement between the Company and each Commercial Seller, which governs the terms on which Commercial Sellers list and sell Passes on the Platform.

"Terms" means these Terms of Service, as amended from time to time in accordance with Section 12.3.

"Transaction" means the completed purchase and sale of a Pass between a Buyer and either a Commercial Seller or the Company, through the Platform, including all associated payment processing handled by the Company.

"Transfer Restriction" means any condition, limitation, or prohibition on the resale or transfer of a Pass imposed by the issuing party, Venue, Event Organizer, or applicable law.

"User" means any individual or entity that accesses or uses the Platform in any capacity, including as a Buyer, a Commercial Seller, or a visitor who has not created an account.

"Venue" means the physical location, including any associated parking facility, at which an Event is held.

Section 3 User Eligibility and Account Creation

3.1  General Eligibility

To access the Platform and create an account of any kind, you must meet all of the following requirements at the time of registration and on a continuing basis for as long as your account remains active:

(a) Age. You must be at least 18 years of age. By creating an account or using the Platform, you represent that you are 18 or older. The Platform is not intended for use by minors and the Company does not knowingly permit minors to create accounts or complete Transactions.

(b) Legal capacity. You must have the legal capacity to enter into a binding contract under the laws of your jurisdiction. If you are accessing the Platform on behalf of a business or other legal entity, you represent that you have full authority to bind that entity to these Terms.

(c) Compliance with applicable law. Your use of the Platform must comply with all applicable local, state, federal, and international laws. You must not use the Platform in any jurisdiction where doing so would be unlawful. The Company makes no representation that the Platform is lawful to use in every jurisdiction.

(d) No sanctions or prohibited status. You must not be listed on any United States government sanctions list, including those maintained by the Office of Foreign Assets Control (OFAC), or otherwise prohibited from engaging in commercial transactions with US-based entities. By registering, you represent that you are not subject to any such restriction.

(e) No prior termination for cause. You must not have had an account previously suspended or permanently terminated by the Company for violation of these Terms or the Seller Agreement. Creating a new account to circumvent a prior termination is a material breach of these Terms.

3.2  Buyer Access Registered Account or Guest Checkout

Any individual who meets the eligibility requirements in Section 3.1 may access the Platform and purchase a Pass either by creating a registered Buyer Account or by completing a purchase as a guest without registering.

(a) Registered Buyer Account. To create a Buyer Account, you must provide a valid name and email address, create a password, and accept these Terms and the VividPark Privacy Policy by clicking "I Agree" or the equivalent acceptance mechanism presented during the registration flow. A registered account allows you to view your order history, manage purchases, and access the dispute process more easily.

(b) Guest Checkout. If you do not wish to create an account, you may complete a purchase as a guest by providing the information required to process your Transaction, including a valid email address and payment details. At the point of checkout, you will be required to affirmatively accept these Terms and the VividPark Privacy Policy by checking a box or clicking an equivalent acceptance mechanism before your purchase can be completed. That action constitutes your legally binding acceptance of these Terms in the same manner and to the same effect as acceptance by a registered Buyer. These Terms, including the arbitration clause, class action waiver, liability cap, and refund policy, apply in full to every guest Transaction.

The Company logs the acceptance event, including the timestamp and the version of the Terms in effect at the time of purchase, for all Transactions regardless of whether the Buyer has a registered account.

3.3  Commercial Seller Account Creation

Access to the Platform as a Commercial Seller is governed by the Seller Agreement, which sets out the separate eligibility requirements, application process, verification obligations, and onboarding steps that apply to Commercial Sellers. If you wish to list or sell Passes on the Platform, you must apply under the Seller Agreement. Acceptance of these Terms alone does not grant you any right to list or sell Passes. Where any provision of the Seller Agreement conflicts with these Terms on a matter relating specifically to the seller relationship, the Seller Agreement controls.

3.4  One Account Per User

Each individual or entity may maintain only one active account of each type, meaning one Buyer Account and, if approved, one Commercial Seller Account. Creating duplicate accounts of the same type without the Company's express written authorization is a breach of these Terms and may result in the suspension or permanent termination of all associated accounts.

3.5  Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to: (a) choose a strong password and not share it with any third party; (b) log out of your account at the end of each session on shared devices; and (c) notify the Company immediately at contact@vividpark.com if you become aware of any unauthorized access to or use of your account. The Company is not liable for any loss or damage arising from your failure to maintain adequate account security, including any Transaction completed under your account by an unauthorized third party as a result of your failure to protect your credentials.

3.6  Accuracy of Account Information

All information you provide to the Company in connection with your account must be truthful, accurate, and current at all times. You must not impersonate any other person or entity, use a false name, or provide a false email address or contact details. The Company reserves the right to verify any information you provide and to suspend or close your account if it determines that information provided is false, incomplete, or misleading.

3.7  Company's Right to Refuse or Close Accounts

The Company reserves the right, at its sole discretion and without prior notice or liability, to refuse to create, suspend, or permanently close any account where: (a) the applicant or account holder does not meet or ceases to meet the eligibility requirements in Section 3.1; (b) the Company has reasonable grounds to believe the account is being used for fraudulent, abusive, or unlawful purposes; (c) the account holder has materially breached these Terms; or (d) the Company is required to do so by applicable law, court order, or regulatory direction. Account closure does not affect any obligation that arose before the closure, including any obligation to pay for a completed Transaction.

Section 4 Roles on the Platform

This section explains how the Platform works, who the parties to each Transaction are, and what role the Company plays depending on whose Pass is being sold. Understanding these roles matters because they determine who is responsible for what.

4.1  Three Roles

The Platform operates with three distinct roles. A single person or entity may occupy more than one role, but the rights and obligations that apply depend on the role being exercised in any given Transaction.

(a) Buyer. A Buyer is any person who purchases or attempts to purchase a Pass through the Platform, whether via a registered Buyer Account or as a guest. Buyers do not list or sell Passes. The Buyer's primary counterparty in a Transaction is the seller of the Pass, which may be either a Commercial Seller or the Company, depending on whose Listing the Buyer has selected.

(b) Commercial Seller. A Commercial Seller is a business entity approved by the Company to list and sell Passes on the Platform, in one of two categories: Parking Operators and Professional Traders. Commercial Sellers are separate legal entities contracting with Buyers through the Platform. The Company is not a party to the contract between a Commercial Seller and a Buyer, except in its capacity as payment processor and Platform operator. Commercial Sellers are subject to the Seller Agreement in addition to these Terms.

(c) Company as Direct Seller. The Company may also list and sell Passes directly on the Platform as a first-party vendor, in connection with Company Listings. When a Buyer purchases a Pass from a Company Listing, the Company is the seller and the contract for that Transaction is between the Buyer and the Company. Company Listings are identified as such at the listing level. The Company's role as a direct seller in those Transactions does not alter its status as a neutral technology intermediary in all other Transactions.

4.2  The Company's Role as Platform Operator

In Transactions involving a Commercial Seller, the Company acts solely as a technology intermediary. It provides the Platform through which Commercial Sellers and Buyers find each other, agree on a price, and complete a Transaction. The Company does not set the price of any Pass listed by a Commercial Seller, does not take title to any Pass listed by a Commercial Seller, and is not a party to the underlying contract between a Commercial Seller and a Buyer.

The Company's involvement in every Transaction, regardless of who the seller is, includes: (a) operating the Platform and making Listings available to Buyers; (b) processing all payments on behalf of the parties; (c) facilitating delivery of the Pass to the Buyer; and (d) administering the dispute and refund process in accordance with Sections 7 and 8.

4.3  Payment Processing

The Company processes all payments on the Platform. When a Buyer completes a purchase, payment is collected by the Company. In Transactions involving a Commercial Seller, the Company holds the Buyer's payment and releases it to the Commercial Seller as a payout following the Payout Hold Period, subject to any deduction of Fees, withheld amounts, or clawbacks in accordance with the Seller Agreement. In Transactions involving a Company Listing, the Company collects and retains payment directly.

All prices on the Platform are displayed in the currency shown at checkout. Where a Buyer's payment currency differs from USD, currency conversion is handled automatically through the Company's payment processor. Commercial Sellers are paid out in USD regardless of the currency in which the original Transaction was completed.

4.4  No Affiliation with Venues or Event Organizers

The Company is not affiliated with, authorized by, endorsed by, or in any way connected to any Venue, Event Organizer, promoter, team, league, artist, or any other party involved in organizing or hosting an Event. This applies regardless of whether the Pass in question was listed by a Commercial Seller or by the Company in connection with a Company Listing. The Company does not have access to Venue or Event Organizer policies and does not verify whether any Listing complies with them. Buyers and Commercial Sellers are each responsible for reviewing and complying with any Venue or Event Organizer terms that apply to their use of a Pass.

4.5  No Guarantee of Entry

The Company does not guarantee that any Pass purchased through the Platform will be accepted at the point of entry to a Venue or parking facility. Pass validity is the responsibility of the seller of that Pass. If a Pass is listed by a Commercial Seller, responsibility for its validity rests with that Commercial Seller. If a Pass is a Company Listing, responsibility rests with the Company as the seller of that Pass. In either case, the Buyer's remedy for an Invalid Pass is governed by Sections 7 and 10 of these Terms, and is limited to the amount paid for the Pass. No consequential damages apply.

4.6  Resale Law Compliance

The resale of parking passes is regulated differently across US states and may be restricted or prohibited in certain jurisdictions. Neither the Company nor any Commercial Seller guarantees that the resale or purchase of any Pass is lawful in the jurisdiction where the relevant Event takes place. Buyers and Commercial Sellers are each solely responsible for determining whether their participation in any Transaction complies with the laws applicable to them and to the event location. The Company's operation of the Platform under Wyoming law does not constitute a representation that any specific Transaction is lawful in any other jurisdiction.

Section 5 Digital Pass Fulfillment and Delivery

This section explains how Passes are delivered to Buyers after a purchase, what each party is responsible for in the delivery process, and what happens if something goes wrong before the Buyer reaches the parking facility.

5.1  All Passes Are Digital

All Passes sold through the Platform are digital. No physical pass, printed ticket, or paper document will be issued in connection with any Transaction. A Pass is delivered as an e-ticket by email or through the Platform, in the form of a QR code, barcode, or access link, as specified in the Listing at the time of purchase.

Because access to parking facilities may be controlled by license plate recognition systems, on-site enforcement, or both, the Buyer is required to provide a valid vehicle license plate number before the start of their reservation. The Buyer is responsible for ensuring the plate number provided is accurate and corresponds to the vehicle that will be used on the day of the Event. The Company and the relevant Commercial Seller are not responsible for any denial of access or enforcement action resulting from an incorrect, incomplete, or unreadable plate number provided by the Buyer, or from the Buyer's failure to provide a plate number before the reservation begins.

5.2  Delivery Process

All Passes are delivered to Buyers by the Company. Where a Pass has been listed by a Commercial Seller, the Commercial Seller is responsible for transferring the Pass to the Company in sufficient time for the Company to deliver it to the Buyer within the delivery window described in Section 5.3. The Company then delivers the Pass to the Buyer by email to the address associated with the purchase. The Buyer will receive an email notification confirming delivery. The Company is not responsible for delays or failures caused by a Commercial Seller's failure to transfer the Pass to the Company on time.

5.3  Delivery Window

The Company will deliver a Pass to the Buyer no earlier than 7 days before the Event start time and no later than 24 hours before the Event start time. Where a Buyer completes a purchase within 24 hours of the Event start time, the Company will deliver the Pass as soon as reasonably possible following verification of payment and processing of the sale.

5.4  Buyer's Responsibilities Before the Event

On receiving a Pass, the Buyer is responsible for: (a) verifying that the Pass corresponds to the correct Event, date, parking facility, and access time as described in the Listing; (b) providing a valid vehicle license plate number before the start of the reservation, as described in Section 5.1; (c) ensuring the Pass is saved and accessible on the day of the Event; (d) presenting the Pass at the point of entry in the manner required by the facility; and (e) complying with any access instructions, time restrictions, or entry conditions associated with the Pass and disclosed in the Listing.

The Company recommends that Buyers save or download their Pass immediately upon receipt and confirm its details before the day of the Event. The Company is not responsible for any failure of access resulting from a Buyer's failure to retain, present, or use the Pass correctly.

5.5  Email Delivery and Spam Filters

The Company delivers all Passes by email. The Buyer is responsible for ensuring that emails from the Platform are not blocked, filtered, or directed to a spam or junk folder. The Company's delivery obligation is fulfilled when the Pass or access confirmation is sent to the email address associated with the Buyer's purchase. The Company is not responsible for non-receipt caused by the Buyer's email configuration, incorrect email address, or third-party mail filtering.

5.6  Failed Delivery

Where a Commercial Seller fails to transfer a Pass to the Company in time for delivery within the window described in Section 5.3, the order is treated as a failed delivery. The Buyer will be notified and will receive a full refund of the amount paid. The Company will recover that amount from the Commercial Seller in accordance with the Seller Agreement. The Buyer's sole remedy in a failed delivery scenario is a refund of the Pass purchase price.

5.7  Technical Failures on the Platform

The Company aims to make the Platform available at all times but does not guarantee uninterrupted access. Where a Buyer is unable to access or retrieve a Pass due to a technical failure on the Platform, the Buyer should contact the Company at contact@vividpark.com. The Company will make reasonable efforts to resolve the issue promptly. Where a confirmed Platform-side technical failure prevents a Buyer from accessing a valid Pass and the issue cannot be resolved before the Event takes place, the Buyer will be eligible for a full refund of the amount paid for the affected Pass.

Platform availability issues outside the Company's reasonable control, including internet outages, device failures, or third-party service disruptions, do not give rise to a refund obligation on the part of the Company.

5.8  Access at the Facility

Access to and use of any parking facility is governed entirely by the rules of the facility operator and, where applicable, the Event Organizer. The Company has no control over access decisions made at the point of entry or by on-site enforcement and is not responsible for: (a) denial of entry by a gate system, parking attendant, or enforcement officer for reasons outside the Company's control; (b) failure of a license plate recognition system to read, match, or process the Buyer's registered plate, where the Buyer has provided accurate plate information before the reservation start; (c) enforcement action, fines, or towing in facilities that do not use an active entry gate; or (d) Venue or facility policy changes that take effect after the Pass was purchased.

If a Buyer is denied access to a parking facility despite holding a Pass that they believe to be valid, the Buyer should document the denial and submit a dispute to the Company within the Dispute Window in accordance with Section 8.

5.9  Pass Security and Personal Use

A Pass should be kept secure by the Buyer. Any person who presents a valid e-ticket or access link may be granted entry regardless of whether they are the original purchaser. Buyers are responsible for keeping their Pass confidential and are not required to share it with any party other than the person using the parking facility.

Section 6 Prohibited Conduct

By using the Platform in any capacity, you agree not to engage in any of the conduct described in this section. This section applies to all Users. Where a specific prohibition applies only to Buyers or only to Commercial Sellers, that is stated. Violations of this section may result in account suspension, permanent termination, recovery of damages, and referral to law enforcement, as set out in Section 9.

6.1  Fraud and Misrepresentation

No User may: (a) provide false, inaccurate, or misleading information to the Company, to another User, or to any third party in connection with any Transaction or any use of the Platform; (b) impersonate any other person, entity, or business, or falsely represent an affiliation with any person or entity; (c) create an account using false identity information or register on behalf of a person or entity without authority to do so; or (d) submit false or fabricated documentation in connection with any verification request, dispute, or investigation conducted by the Company.

6.2  Pass-Related Prohibitions

No User may purchase, attempt to purchase, or facilitate the purchase of a Pass that the User knows or has reason to believe is counterfeit, voided, duplicated, stolen, or otherwise Invalid. No Commercial Seller may list or sell any Pass in violation of Section 5 of the Seller Agreement, including without limitation any Pass that is counterfeit, subject to a Transfer Restriction, for a facility the Seller has no right to sell, or misrepresented in any material respect in the Listing.

6.3  Abuse of the Payment and Refund Process

No Buyer may: (a) initiate a chargeback or payment dispute with their card issuer or payment provider in bad faith, or in respect of a Transaction where the Pass was validly delivered and the Buyer obtained access to the parking facility; (b) submit a refund request that the Buyer knows to be false, duplicative, or outside the conditions set out in Section 7; or (c) provide invalid, stolen, or unauthorized payment credentials in connection with any Transaction. Where the Company determines that a chargeback or refund request has been made in bad faith, the Company reserves the right to recover any amounts refunded, suspend the Buyer's account, and pursue all available remedies.

6.4  Platform Integrity

No User may: (a) use any automated tool, script, bot, scraper, or other non-human means to access, search, or interact with the Platform without the Company's express written authorization; (b) attempt to gain unauthorized access to any part of the Platform, any other User's account, or any system or network connected to the Platform; (c) reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code or underlying structure of the Platform; (d) introduce any virus, malware, or other harmful code into the Platform; (e) interfere with or disrupt the integrity or performance of the Platform or any Transaction being conducted through it; or (f) use the Platform to collect or harvest data about other Users without authorization.

6.5  Unauthorized Resale and Circumvention

No User may use the Platform to resell or transfer a Pass purchased as a Buyer to a third party at a profit, or to otherwise use the Platform in a commercial selling capacity without being approved as a Commercial Seller under the Seller Agreement. No User may attempt to circumvent the Company's Fee structure, payment processing, or payout controls through any means, including by conducting Transactions outside the Platform following an introduction made through the Platform.

6.6  Abusive Conduct

No User may: (a) use abusive, threatening, harassing, or discriminatory language toward any Company employee, contractor, or other User in any communication conducted through or in connection with the Platform; (b) submit disputes, refund requests, or complaints in a manner that is vexatious, repetitive, or intended to harass or pressure another party rather than to resolve a genuine concern; or (c) engage in any conduct that the Company, in its reasonable judgment, determines to be harmful to other Users, to the Platform, or to the Company's reputation or operations.

6.7  Compliance with Applicable Law

No User may use the Platform for any purpose that is unlawful under the laws of Wyoming, the laws of the United States, or the laws of the jurisdiction in which the relevant Event takes place. This includes without limitation any violation of applicable ticket or parking pass resale laws, consumer protection laws, anti-fraud statutes, or data protection regulations. Each User is solely responsible for determining whether their use of the Platform complies with the laws applicable to them and to the event location.

Section 7 Payment Terms, Fees, and Refund Policy

This section explains how payment works on the Platform, what the total price shown at checkout includes, when refunds are available, and how to request one.

7.1  Payment at Checkout

All Transactions on the Platform are processed by the Company. When a Buyer completes a purchase, payment is collected by the Company at the time of checkout. No Transaction is confirmed until payment has been successfully processed. The Buyer's payment obligation arises at the moment of purchase and is not contingent on the Buyer's subsequent use of the Pass or attendance at the Event.

The Company accepts the payment methods displayed at checkout. The Buyer is responsible for ensuring that the payment method provided is valid, authorized, and has sufficient funds to cover the Transaction. The Company is not responsible for any Transaction that fails due to the Buyer's payment method being declined, expired, or otherwise unavailable.

7.2  Pricing and What the Buyer Pays

The price displayed for each Pass at the point of checkout is the total amount the Buyer will be charged for that Transaction. This total includes the Pass price as set by the relevant seller and any applicable service charges disclosed at checkout. The platform transaction fee of 15% is charged by the Company to the Commercial Seller and is not an additional charge to the Buyer. For Company Listings, the price is set directly by the Company and is inclusive of all applicable charges. No additional fees will be applied after checkout without the Buyer's consent.

7.3  Currency

Prices on the Platform are displayed in the currency shown at checkout. Where a Buyer's local currency differs from the base currency of the Listing, currency conversion is handled automatically through the Company's payment processor. The exchange rate applied is determined by the payment processor at the time of the Transaction and may include a conversion margin. The Company is not responsible for fluctuations in exchange rates or conversion fees applied by the Buyer's bank or card issuer.

7.4  Taxes

The Company collects and remits applicable taxes in jurisdictions where it is required to do so by law. Where taxes are applicable to a Transaction, they will be displayed at checkout as part of the total amount due. Buyers are solely responsible for any additional taxes, duties, or levies that may apply to their purchase under the laws of their jurisdiction that are not collected by the Company at the point of sale.

7.5  Refund Policy

All sales are final except in the following circumstances. A Buyer may request a refund only if one of the three conditions below is met. Refund requests that do not meet any of these conditions will not be approved.

(a) Post-purchase cancellation. A Buyer may cancel their purchase and receive a full refund if: (i) the refund request is submitted within 24 hours of the original purchase; (ii) the Event has not yet taken place at the time of the request; and (iii) the Event is scheduled to start more than 48 hours from the time the refund request is submitted. Requests submitted within 48 hours of the Event start time are not eligible under this clause, regardless of when the purchase was made.

(b) Event cancellation. Where an Event is officially cancelled by the Event Organizer, the Venue, or a relevant authority, and no rescheduled date has been confirmed at the time of the request, the Buyer is eligible for a full refund of the Pass purchase price. The Buyer must submit their refund request within the Dispute Window.

(c) Event postponement. Where an Event is officially postponed, the Buyer is eligible for a full refund of the Pass purchase price if the Buyer does not wish to attend the rescheduled Event and submits their refund request within 7 calendar days of the postponement being officially announced. Requests submitted after that period will not be eligible.

In all other circumstances, including but not limited to the Buyer's inability to attend the Event, a change in the Buyer's plans, dissatisfaction with the parking facility, or failure of access resulting from the Buyer's own error, the sale is final and no refund will be issued.

7.6  How to Request a Refund

To request a refund under Section 7.5, the Buyer must contact the Company by email at dispute@vividpark.com within the applicable window set out above. The refund request must include: (a) the order number or Transaction reference; (b) the ground for the refund request, with reference to the applicable clause in Section 7.5; and (c) any supporting documentation where relevant, such as evidence of an event cancellation or postponement announcement.

The Company will review the request and respond within a reasonable time. Where a refund is approved, it will be issued to the original payment method used at checkout. The Company does not issue refunds by any method other than reversal to the original payment method. Processing times for approved refunds are subject to the Buyer's card issuer or payment provider and are outside the Company's control once the refund has been initiated.

7.7  No Refunds for Buyer Error or External Circumstances

No refund will be issued in connection with: (a) the Buyer's failure to provide a valid license plate number before the reservation start, as required under Section 5.1; (b) denial of access resulting from the Buyer's failure to present or use the Pass correctly; (c) enforcement action, fines, or towing in connection with the Buyer's use of a parking facility; (d) the Buyer's failure to attend the Event for any personal reason; (e) dissatisfaction with the location, quality, or conditions of the parking facility; or (f) any circumstance outside the Company's control that affects the Buyer's ability to use the Pass, including without limitation traffic, road closures, or weather.

7.8  Chargebacks

If a Buyer initiates a chargeback or payment dispute with their card issuer or payment provider, the Company will investigate the underlying Transaction. Initiating a chargeback does not constitute a refund request under Section 7.5 and does not guarantee that a refund will be issued. Where the Company determines that a chargeback was initiated in bad faith in respect of a Transaction where the Pass was validly delivered and the Buyer obtained or was able to obtain access to the parking facility, the Company reserves the right to recover the disputed amount, suspend the Buyer's account, and pursue all remedies available under these Terms and applicable law.

Where a chargeback is upheld by the card network in connection with a Transaction involving a Commercial Seller, the corresponding payout to that Commercial Seller will be withheld or recovered in accordance with the Seller Agreement.

7.9  Payout to Commercial Sellers

This clause is included for transparency. In Transactions involving a Commercial Seller, the Company holds the Buyer's payment following a completed Transaction and releases it to the Commercial Seller as a payout 10 calendar days after the Event, subject to the Seller Agreement and provided no valid dispute, chargeback, or investigation is pending. The Payout Hold Period exists to protect Buyers and the integrity of the Platform. It has no effect on the Buyer's rights or obligations under these Terms.

Section 8 Disputes Between Buyers and Sellers

This section explains how disputes arising from a Transaction are handled on the Platform, what each party needs to do, and how the Company makes its determination. The dispute process described here applies to disputes about whether a Pass was valid, delivered, or as described. It is separate from the refund request process in Section 7, although both may be triggered by the same underlying issue.

8.1  What This Process Covers

The dispute process in this section applies where a Buyer believes that: (a) a Pass purchased through the Platform was Invalid, meaning it did not grant the access it purported to provide; (b) a Pass was not delivered before the Event took place; (c) a Pass was materially different from what was described in the Listing; or (d) the Buyer was denied access to the parking facility through no fault of their own despite holding a Pass that was described as valid.

This process does not apply to general dissatisfaction with a parking facility, enforcement actions arising from the Buyer's own conduct, or any circumstance falling within the no-refund categories in Section 7.7.

8.2  How to Submit a Dispute

To open a dispute, the Buyer must contact the Company by email at dispute@vividpark.com within 7 calendar days of the date on which the Event was scheduled to take place. Disputes submitted after that period will not be considered and will be closed without review. The dispute submission must include: (a) the order number or Transaction reference; (b) a clear description of the issue; and (c) any available supporting evidence, such as photographs, screenshots, written communications with the seller, or documentation from the parking facility or its staff confirming denial of access.

The Company strongly recommends that Buyers document any access issue at the time it occurs, including by obtaining written confirmation from parking facility staff where possible. The strength of the evidence provided directly affects the outcome of the review.

8.3  Company's Role in the Dispute Process

The Company administers the dispute process as a neutral Platform operator. In disputes involving a Commercial Seller, the Company is not a party to the underlying Transaction and its role is limited to reviewing the evidence, making a determination about the release or withholding of the payout, and, where applicable, issuing a refund to the Buyer funded by recovery from the Commercial Seller.

The Company does not act as a court, arbitrator, or legal authority. Its determination through this process is final and binding only with respect to the handling of the payout and any associated refund. It does not prevent either party from pursuing their legal rights through arbitration or other proceedings under Section 11, and does not constitute a finding of legal liability.

8.4  Disputes Involving Company Listings

Where a dispute arises from a Transaction involving a Company Listing, the Company is both the seller and the party administering the dispute process. In that situation, the Company will review the Buyer's dispute on its merits, applying the same standards as it would to a dispute involving a Commercial Seller. The Buyer's remedies in a Company Listing dispute are governed by Sections 7 and 10 of these Terms. The Company acknowledges the inherent conflict in this position and commits to handling such disputes fairly and consistently. Where a Buyer believes a Company Listing dispute has not been handled fairly, the Buyer may escalate to formal arbitration under Section 11 without first completing the internal dispute process.

8.5  Notice to the Commercial Seller

Where a dispute involves a Commercial Seller, the Company will notify the relevant Commercial Seller promptly following receipt of a valid dispute submission. The Commercial Seller will be given a reasonable opportunity to respond and to provide evidence supporting their position. The timeframe for the Commercial Seller's response will be communicated at the time of notification. Failure by a Commercial Seller to respond within the specified timeframe may result in a determination being made against them by default.

8.6  Evidence Review and Determination

The Company will review all evidence submitted by both the Buyer and the Commercial Seller and will make a determination at its sole discretion based on the totality of the available evidence. The Company may, in its discretion, request additional information or documentation from either party before making its determination. Factors the Company may consider include: (a) whether the Pass was confirmed as delivered in the Platform's records; (b) whether the Buyer provided a valid license plate number before the reservation start; (c) whether the denial of access is documented and attributable to the Pass rather than the Buyer's conduct; (d) whether the Listing accurately described the Pass and the access it provided; and (e) any other evidence relevant to whether the Pass was valid and as described.

The Company's determination will be communicated to both parties by email. Where the determination is in the Buyer's favor, any applicable refund will be processed in accordance with Section 7.6, and any corresponding payout to the Commercial Seller will be withheld or recovered in accordance with the Seller Agreement. Where the determination is in the Commercial Seller's favor, the payout will be released in the ordinary course.

8.7  Timeframe for Determination

The Company will aim to complete its review and issue a determination within 14 calendar days of receiving a complete dispute submission from the Buyer, including all required evidence. Where additional evidence is requested from either party, that period is extended by the time taken to receive the requested information. The Company does not guarantee resolution within any fixed period and is not liable for delays caused by either party's failure to respond promptly.

8.8  Disputes Not Covered by This Process

This process covers disputes arising directly from a specific Transaction. It does not cover: (a) general complaints about the Platform or the Company's operations; (b) disputes between Users that do not relate to a specific Transaction; (c) claims for consequential losses, including event admission costs, travel, or accommodation; or (d) any claim that exceeds the purchase price of the Pass in question. Claims that fall outside this process may be pursued through the arbitration process in Section 11.

8.9  No Waiver of Legal Rights

Use of the dispute process in this section is not a waiver of any legal right either party may have. Nothing in this section prevents a Buyer or a Commercial Seller from pursuing their rights through arbitration under Section 11 after the dispute process has been completed or, in the case of Company Listing disputes, in lieu of the internal process where the Buyer chooses to do so under Section 8.4.

Section 9 ICOGON's Right to Suspend or Terminate Accounts

This section explains when and how the Company may suspend or permanently close a User's account, what happens to pending Transactions when that occurs, and what options a User has if they believe an action was taken in error. Commercial Sellers should note that their account suspension and termination rights are governed in greater detail by the Seller Agreement, which supplements and takes precedence over this section on all seller-specific matters.

9.1  Suspension of Buyer Accounts

The Company may suspend a Buyer Account, with or without prior notice depending on the circumstances, in any of the following situations:

(a) the Buyer is suspected of or is under investigation for fraud, misrepresentation, or a material breach of these Terms, including without limitation submission of a bad faith chargeback or refund request under Section 7.8;

(b) the Buyer has generated an unusual or disproportionate number of disputes, chargebacks, or refund requests in a pattern that suggests abuse of the Platform's dispute or refund process;

(c) the Buyer has provided false identity or payment information in connection with any Transaction or account registration;

(d) the Company has received a court order, regulatory direction, or law enforcement request requiring suspension of the account; or

(e) the Company has reasonable grounds to believe that continued access to the account poses a risk to other Users, to the integrity of the Platform, or to the Company's compliance with applicable law.

During a suspension, the Buyer will be unable to complete new purchases on the Platform. Any Transactions completed before the suspension was imposed remain subject to the rights and obligations set out in these Terms, including the refund and dispute provisions in Sections 7 and 8.

9.2  Permanent Termination of Buyer Accounts

The Company may permanently close a Buyer Account, with or without prior notice depending on the severity of the circumstances, in any of the following situations:

(a) the Buyer has been found to have committed fraud or deliberate misrepresentation following investigation;

(b) the Buyer has materially breached these Terms and failed to remedy the breach within 14 days of written notice from the Company, where the breach is capable of remedy;

(c) the Buyer has repeatedly breached these Terms in a manner that demonstrates a pattern of non-compliance, regardless of whether any individual breach was remedied;

(d) the Buyer has created duplicate accounts in violation of Section 3.4, or has attempted to circumvent a prior suspension or termination by creating a new account; or

(e) continued operation of the account would expose the Company to legal, regulatory, or reputational risk.

Where termination is not based on fraud, deliberate misrepresentation, or serious misconduct, the Company will endeavor to provide at least 14 days written notice before closing the account.

9.3  Suspension and Termination of Commercial Seller Accounts

The grounds for suspension and termination of Commercial Seller accounts, the effect of those actions on active Listings and pending payouts, and the Seller's right to appeal are governed by Section 11 of the Seller Agreement. The Company's rights under the Seller Agreement are in addition to and independent of its rights under these Terms. Where both apply, the Seller Agreement governs the seller-specific consequences and these Terms govern all consequences that affect the Buyer side of any affected Transaction.

9.4  Effect of Account Closure on Pending Transactions Buyers

Where a Buyer Account is suspended or terminated while a Transaction is pending or within the Dispute Window following an Event: (a) any Pass that has been purchased and delivered before the suspension or termination remains valid for the relevant Event unless the Pass itself has been identified as Invalid; (b) any refund request or dispute that was submitted before the suspension or termination was imposed will continue to be reviewed and resolved in accordance with Sections 7 and 8; and (c) any refund that is determined to be owed to the Buyer will be processed to the original payment method regardless of the account status, provided the refund conditions in Section 7.5 are met. Account suspension or termination does not extinguish any right the Buyer has in connection with a Transaction completed before the action was taken.

9.5  Voluntary Account Closure Buyers

A registered Buyer may request closure of their Buyer Account at any time by contacting the Company at contact@vividpark.com. Before an account can be closed: (a) any pending Transaction must have been completed or cancelled; and (b) any open dispute or refund request must have been resolved. The Company will process a closure request within a reasonable time following confirmation that no pending obligations remain. Voluntary account closure does not entitle the Buyer to a refund of any completed Transaction that does not otherwise qualify under Section 7.5.

9.6  Right to Appeal

If a User believes their account has been suspended or terminated in error, they may submit a written appeal to dispute@vividpark.com within 14 days of receiving notice of the action. The appeal must include a clear explanation of the grounds for the challenge and any supporting evidence. During the appeal review period the suspension or termination remains in effect. The Company will review the appeal and respond within a reasonable time. The Company's decision following appeal review is final with respect to the operation of the account, without prejudice to the User's right to pursue legal remedies through arbitration under Section 11.

9.7  No Liability for Account Actions Taken in Good Faith

The Company is not liable to any User for any loss or damage arising from a suspension or termination that was carried out in good faith based on the information available to the Company at the time, including any suspension that is subsequently reversed following an appeal. Where an account is reinstated following a successful appeal, the Company will restore access promptly and will not be liable for any loss suffered during the period of suspension.

9.8  Survival of Obligations

Closure of an account, whether by the Company or at the User's request, does not affect any obligation that arose before the closure. All provisions of these Terms that by their nature should survive termination, including without limitation the liability, indemnification, dispute resolution, and arbitration provisions, remain in full force following account closure.

Section 10 Limitation of Liability and Indemnification

This section sets out the boundaries of the Company's legal responsibility to Users and the circumstances in which Users are responsible for claims brought against the Company. It is one of the most important sections in these Terms. Please read it carefully.

10.1  Platform Provided As Is

THE PLATFORM AND ALL CONTENT, LISTINGS, AND SERVICES PROVIDED THROUGH IT ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING OR ANY OTHER CONTENT POSTED ON THE PLATFORM BY A COMMERCIAL SELLER OR ANY OTHER THIRD PARTY.

10.2  No Liability for Third-Party Actions

The Company is not affiliated with, authorized by, or in any way responsible for the actions or decisions of any Venue, Event Organizer, promoter, team, league, artist, parking facility operator, or any other third party involved in connection with any Event or Transaction. The Company is not liable for: (a) any denial of access to a parking facility for reasons attributable to a Venue, facility operator, or Event Organizer; (b) any change in Venue policy, Event scheduling, or parking facility operations after the time of purchase; (c) any enforcement action, fine, towing, or penalty imposed by a parking facility or local authority; or (d) any act or omission of a Commercial Seller, including without limitation the delivery, validity, or accuracy of any Pass listed by a Commercial Seller.

10.3  Limitation of the Company's Liability to Buyers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO ANY BUYER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ANY TRANSACTION, OR ANY USE OF THE PLATFORM, UNDER ANY THEORY OF LIABILITY INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, IS LIMITED TO THE AMOUNT THE BUYER PAID FOR THE SPECIFIC PASS THAT IS THE SUBJECT OF THE CLAIM. THIS IS THE BUYER'S SOLE AND EXCLUSIVE FINANCIAL REMEDY AGAINST THE COMPANY.

10.4  No Consequential or Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY IS NOT LIABLE TO ANY USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ANY TRANSACTION, OR ANY USE OF THE PLATFORM, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES WITHOUT LIMITATION TO: LOST PROFITS; LOSS OF BUSINESS OR REVENUE; LOSS OF DATA; COST OF SUBSTITUTE GOODS OR SERVICES; EVENT ADMISSION TICKETS; TRAVEL OR ACCOMMODATION COSTS; PARKING FINES OR TOWING CHARGES; AND ANY OTHER INCIDENTAL EXPENSE OR LOSS CONNECTED WITH THE BUYER'S INTENDED USE OF A PASS OR ATTENDANCE AT AN EVENT.

10.5  Limitation of Buyer's Liability to the Company

The Buyer's financial liability to the Company in connection with any single Transaction is limited to the amount paid for the Pass that is the subject of the claim, except where the Buyer's conduct constitutes fraud, deliberate misrepresentation, or a violation of Section 6 of these Terms. Nothing in this section limits the Company's right to recover amounts owed following a bad faith chargeback under Section 7.8 or to pursue any remedy available in connection with a Buyer's fraudulent or abusive conduct.

10.6  Buyer Indemnification of the Company

You agree to indemnify, defend, and hold harmless VividPark and its members, managers, officers, employees, agents, successors, and assigns from and against any claim, demand, action, loss, liability, cost, or expense, including reasonable attorneys' fees, arising out of or in connection with: (a) your breach of any representation, warranty, or obligation under these Terms; (b) your violation of any applicable law, including any resale law applicable at the event location; (c) your misuse of any Pass purchased through the Platform, including any enforcement action or fine arising from your use of a parking facility; (d) any false or misleading information you provide to the Company or to any other User in connection with a Transaction or dispute; or (e) any claim brought by a third party arising from your conduct in connection with the Platform.

10.7  No Liability for Fraud or Willful Misconduct Exception

Nothing in this section limits the Company's liability to any User in cases of the Company's own fraud, deliberate misrepresentation, or willful misconduct. The limitations in Sections 10.3 and 10.4 apply only to claims arising from the Company's ordinary operation of the Platform and do not apply where a court or arbitrator determines that the Company acted fraudulently or with willful disregard for the User's rights.

10.8  Allocation of Risk

The liability limitations in this section reflect a deliberate and reasonable allocation of risk between the Company and its Users. The pricing of Passes and the terms on which the Platform is made available reflect this allocation. By using the Platform and completing a Transaction, each User acknowledges that they have read and understood this section and that the allocation of risk it describes is reasonable in the context of the services provided.

10.9  Jurisdictional Variations

Some US states do not permit the exclusion or limitation of certain categories of damages or the disclaimer of implied warranties. In those jurisdictions, the exclusions and limitations in this section apply only to the fullest extent permitted by applicable law. In particular, if you are a resident of New Jersey, the limitations on consequential and indirect damages in Section 10.4 may not apply to you to the extent prohibited by applicable New Jersey law.

Section 11 Governing Law and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION.

11.1  Governing Law

These Terms and all matters arising out of or in connection with them, whether contractual or non-contractual, are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of laws principles. Federal law applies where relevant, including the Federal Arbitration Act ("FAA") with respect to the arbitration provisions in this section. Wyoming law governs the relationship between you and the Company under these Terms; it does not determine the legality of resale activity or Pass use at any specific event location, which remains each User's sole responsibility as set out in Sections 4.6 and 6.7.

11.2  Informal Resolution First

Before initiating any formal legal proceeding, both the User and the Company agree to attempt to resolve any dispute, claim, or disagreement arising out of or in connection with these Terms informally. The party raising the dispute must send a written notice to the other party describing the nature of the dispute and the remedy sought. The parties will then attempt to resolve the matter in good faith within 30 days of that notice being sent. This informal resolution attempt is a condition precedent to initiating arbitration or any other legal proceeding. Neither party may initiate arbitration during the 30-day informal resolution period. Notices to the Company for informal dispute resolution should be sent to dispute@vividpark.com.

11.3  Binding Arbitration

If a dispute cannot be resolved informally under Section 11.2 within 30 days, it will be resolved by final and binding arbitration rather than in court, except as provided in Sections 11.6 and 11.7. Arbitration will be conducted on an individual basis by a single neutral arbitrator in accordance with the applicable rules of the American Arbitration Association ("AAA") as in effect at the time the arbitration is initiated. For disputes brought by individual consumers, the AAA Consumer Arbitration Rules apply. For disputes brought by Commercial Sellers, the AAA Commercial Arbitration Rules apply. The AAA rules are available at www.adr.org. The arbitration will take place in Sheridan, Wyoming, unless the parties agree otherwise in writing, or unless the applicable AAA rules permit or require a different location or format for consumer disputes. The arbitrator's decision will be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. The FAA governs the interpretation and enforcement of this arbitration agreement in all respects. State arbitration laws do not govern.

11.4  Arbitration Fees and Costs

Payment of filing, administrative, and arbitrator fees will be governed by the applicable AAA rules. Where a User demonstrates that arbitration fees would be prohibitively more expensive than court proceedings for the value of their claim, the Company will pay the portion of those fees that the arbitrator determines is necessary to prevent arbitration from being prohibitively more expensive. Each party is responsible for their own attorneys' fees except where applicable law provides otherwise or where the arbitrator awards fees to the prevailing party. If the arbitrator determines that a claim was frivolous or brought for an improper purpose, the party bringing that claim agrees to reimburse the other party for all arbitration fees incurred.

11.5  Class Action and Collective Proceeding Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT BY EACH PARTY IN THEIR INDIVIDUAL CAPACITY ONLY AND NOT AS PART OF ANY CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING OF ANY KIND. THE ARBITRATOR DOES NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ARBITRATION, OR AWARD RELIEF TO ANY PERSON OR ENTITY NOT A PARTY TO THE INDIVIDUAL ARBITRATION. NEITHER YOU NOR THE COMPANY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION IN ANY FORUM IN CONNECTION WITH ANY DISPUTE COVERED BY THESE TERMS.

The validity and enforceability of this class action waiver must be determined by a court of competent jurisdiction and not by the arbitrator. If this class action waiver is found to be unenforceable with respect to a particular claim, that claim must be severed from the arbitration and may proceed in court, but all remaining claims will continue to be resolved through individual arbitration. If the class action waiver is found to be unenforceable in its entirety with respect to a dispute, the agreement to arbitrate will be null and void as to that dispute only, and the dispute may proceed in court as an individual action.

11.6  Exceptions to Arbitration

Either party may bring an individual action in a small claims court of competent jurisdiction for disputes within that court's jurisdictional limits, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction. Either party may also seek emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration. The pursuit of injunctive relief does not waive either party's right to arbitrate the underlying dispute. All disputes about whether a particular claim must be arbitrated are to be decided by the arbitrator, except for disputes about the validity of the class action waiver in Section 11.5, which must be decided by a court.

11.7  Opt-Out Right

You may opt out of the arbitration agreement and class action waiver in this section by sending written notice to the Company at dispute@vividpark.com within 30 days of first agreeing to these Terms. Your notice must include your full name, the email address associated with your account or purchase, and a clear statement that you are opting out of arbitration. If you opt out, neither you nor the Company will be bound by the arbitration agreement in this section, and disputes will be resolved in the courts of the State of Wyoming as described in Section 11.8. Opting out of arbitration does not affect any other provision of these Terms. The Company will not penalize you in any way for exercising this opt-out right.

11.8  Court Proceedings Fallback Jurisdiction

Where a dispute is not subject to arbitration under these Terms, or where the arbitration agreement is found to be unenforceable, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming. Each party waives any objection to the jurisdiction or venue of those courts.

11.9  Confidentiality of Arbitration

Unless applicable law requires otherwise, all aspects of any arbitration proceeding conducted under these Terms, including the existence of the proceeding, the submissions and evidence of the parties, and the arbitrator's award, are confidential and may not be disclosed to any third party except as necessary to enforce the award or as required by law.

11.10  Statute of Limitations

To the fullest extent permitted by applicable law, any claim arising out of or related to these Terms or any Transaction must be filed within one year after the claim arose. Claims not filed within that period are permanently barred. This limitation applies regardless of the form of the claim, whether in contract, tort, or otherwise, and regardless of when the claimant became aware of the claim.

Section 12 Miscellaneous Provisions

12.1  Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible. The invalidity or unenforceability of any provision does not affect the validity or enforceability of any other provision, which will remain in full force and effect. The only exception to this general severability rule applies to the class action waiver in Section 11.5, which is governed by the specific severability rules set out in that section.

12.2  Entire Agreement

These Terms, together with the VividPark Privacy Policy and, where applicable, the Seller Agreement, constitute the entire agreement between you and the Company with respect to your use of the Platform. They supersede all prior agreements, representations, discussions, and understandings between the parties on the same subject matter, whether written or oral. No statement made by any representative of the Company outside of these Terms, whether by email, on social media, or in any other communication, constitutes a binding commitment or modifies these Terms unless it is incorporated into a written amendment executed in accordance with Section 12.3.

12.3  Amendment

The Company may amend these Terms at any time by posting a revised version on the Platform and notifying registered Users by email to the address associated with their account. Guest Buyers who have not created a registered account will be notified through a notice displayed on the Platform at the time of their next purchase. Amendments take effect 30 days after notice is sent, except where a shorter notice period is required by applicable law or where the amendment is necessary to address an urgent legal or regulatory requirement, in which case it takes effect immediately on posting. Your continued use of the Platform or completion of any purchase after the effective date of an amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, you must stop using the Platform before the amendment takes effect.

12.4  No Waiver

The Company's failure to enforce any right or provision of these Terms on any occasion does not constitute a waiver of that right or provision on any future occasion. A waiver is only effective if made in writing and signed by an authorized representative of the Company. No waiver of any breach constitutes a waiver of any subsequent breach of the same or any other provision.

12.5  Assignment

You may not assign, transfer, delegate, or otherwise dispose of any of your rights or obligations under these Terms without the Company's prior written consent. Any purported assignment without that consent is void. The Company may assign these Terms or any of its rights and obligations under them, in whole or in part, to any affiliate, successor entity, or acquirer of all or substantially all of the Company's business or assets, without your consent and without prior notice, provided that the assignee assumes all of the Company's obligations to you under these Terms. Following any such assignment, references to the Company in these Terms will be read as references to the assignee.

12.6  Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by circumstances beyond its reasonable control, including without limitation natural disasters, acts of government or regulatory authority, war, civil unrest, terrorism, pandemics or public health emergencies, cyberattacks, power or internet outages, labor strikes, or any other event that could not reasonably have been foreseen or prevented. This clause does not excuse any payment obligation that has already accrued before the force majeure event occurred. Where a force majeure event results in the cancellation or postponement of an Event, the refund provisions in Section 7.5 govern the Buyer's rights.

12.7  No Agency or Partnership

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and the Company. You have no authority to bind the Company to any obligation or to make any representation on the Company's behalf. Commercial Sellers act as independent contractors, not as agents or representatives of the Company, and neither party has the right to bind the other in any transaction or dealing with a third party.

12.8  Intellectual Property

The Platform, including its design, structure, software, content, trademarks, service marks, and logos, is owned by or licensed to the Company and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right to use the Company's intellectual property, including the VividPark name or logo, without the Company's prior written consent. You retain ownership of any content you submit to the Platform, including Listing information, but you grant the Company a non-exclusive, royalty-free, worldwide license to use, display, and reproduce that content for the purpose of operating and promoting the Platform. This license terminates when the relevant content is removed from the Platform.

12.9  Notices

Notices to the Company under these Terms must be sent by email to the relevant address set out below, or by written correspondence to 75 E 3rd St, Sheridan, Wyoming 82801.

General inquiries: contact@vividpark.com

Dispute and refund matters: dispute@vividpark.com

Seller onboarding: onboarding@vividpark.com

Notices from the Company to registered Users will be sent to the email address associated with the User's account. It is the User's responsibility to keep their contact information current. Notices sent to an outdated email address are treated as delivered.

12.10  Survival

Any provision of these Terms that by its nature should survive the termination or expiration of the agreement between you and the Company will do so, including without limitation the provisions on limitation of liability, indemnification, dispute resolution, arbitration, governing law, and intellectual property. Termination of your account or of these Terms does not affect any obligation or right that accrued before the effective date of termination.

12.11  Headings

Section headings in these Terms are included for convenience only and do not affect the interpretation of any provision.

12.12  Language

These Terms are written in English. If these Terms are translated into any other language, the English version controls in the event of any inconsistency or conflict between the versions.

Section 13 Acceptance

These Terms take effect when you first use the Platform. The specific mechanism of acceptance depends on how you access the Platform.

13.1  Registered Buyers

By clicking "I Agree" or the equivalent acceptance mechanism presented during the account registration flow, you confirm that you have read, understood, and agreed to be bound by these Terms and the VividPark Privacy Policy. This acceptance is logged by the Platform with a timestamp and the version of the Terms in effect at the time of registration.

13.2  Guest Checkout Buyers

By checking the acceptance box or clicking the equivalent acceptance mechanism presented at checkout before completing a purchase, you confirm that you have read, understood, and agreed to be bound by these Terms and the VividPark Privacy Policy. This acceptance is logged by the Platform with a timestamp, your order reference, and the version of the Terms in effect at the time of purchase. These Terms, including the arbitration clause, class action waiver, and liability cap, apply in full to every Transaction completed through guest checkout.

13.3  Commercial Sellers

Commercial Sellers accept these Terms as part of the Seller Agreement onboarding process, which incorporates these Terms by reference. Where these Terms and the Seller Agreement conflict on a seller-specific matter, the Seller Agreement controls.

13.4  Continued Use

Your continued use of the Platform following any amendment to these Terms, after the notice period required by Section 12.3 has elapsed, constitutes your acceptance of the amended Terms.

13.5  Capacity to Accept

By accepting these Terms, you represent that you are at least 18 years of age, that you have the legal capacity to enter into a binding agreement, and that, where you are accepting on behalf of a business or legal entity, you have the authority to bind that entity.

13.6  Contact

For any questions about these Terms, please contact VividPark at contact@vividpark.com or at 75 E 3rd St, Sheridan, Wyoming 82801.

Section 14 EU Consumer Supplement

This section applies exclusively to Buyers who are consumers habitually resident in a member state of the European Union or the European Economic Area ("EU Consumers"). Where any provision of this section conflicts with any other provision of these Terms, this section prevails for EU Consumers to the extent of that conflict.

14.1  Mandatory Consumer Rights

Nothing in these Terms limits or excludes any right that an EU Consumer is entitled to under the mandatory consumer protection laws of their country of habitual residence. Where applicable EU or member state law confers a right on an EU Consumer that is broader than, or conflicts with, any provision of these Terms, that right is preserved and applies in addition to these Terms. The Company's choice of Wyoming law under Section 11.1 governs the commercial relationship between the parties but does not deprive EU Consumers of the protection of mandatory provisions of the law of their country of habitual residence.

14.2  Right of Withdrawal

Under Article 16(l) of the EU Consumer Rights Directive (Directive 2011/83/EU), the 14-day right of withdrawal does not apply to contracts for leisure services where the contract provides for a specific date or period of performance. Every Pass sold through the Platform relates to a specific Event on a specific date and is tied to a specific parking reservation period. The Company takes the position that each Pass therefore falls within this exemption and that the 14-day right of withdrawal does not apply to any Transaction on the Platform.

As a precautionary measure, and in order to preserve the Company's position regardless of how any member state court or regulator may characterize a Pass, EU Consumers completing a purchase on the Platform will be asked to confirm at checkout that: (a) they request that performance of the contract begin immediately; and (b) they acknowledge that, to the extent any right of withdrawal applies, that right is lost upon delivery of the Pass. This confirmation is logged with a timestamp alongside the acceptance of these Terms.

The refund rights set out in Section 7.5 of these Terms apply to all Buyers including EU Consumers and are not affected by this clause.

14.3  Jurisdiction

The mandatory arbitration clause in Section 11.3 and the class action waiver in Section 11.5 do not apply to EU Consumers to the extent that they are not permitted under the mandatory consumer protection laws of the EU Consumer's country of habitual residence. EU Consumers retain the right to bring claims before the courts of their country of habitual residence, in accordance with Regulation (EU) 1215/2012 (Brussels I Recast). The Company may also bring claims against an EU Consumer in the courts of the EU Consumer's country of habitual residence.

Where an EU Consumer chooses to use the dispute process in Section 8 or the informal resolution process in Section 11.2 before initiating court proceedings, doing so does not waive or limit their right to bring court proceedings subsequently.

14.4  Statutory Guarantees

EU Consumer statutory rights in respect of non-conforming goods or services, as provided under applicable EU and member state law, are not affected by the limitation of liability in Section 10 or the refund policy in Section 7. Where a Pass sold through a Company Listing does not conform to what was described at the point of sale, EU Consumers retain all statutory remedies available under the law of their country of habitual residence, in addition to the refund rights set out in Section 7.5.

Section 15 UK Consumer Supplement

This section applies to Buyers who are consumers habitually resident in the United Kingdom. Where this section conflicts with any other provision of these Terms, this section prevails for those Buyers.

15.1  Mandatory Consumer Rights

Nothing in these Terms limits any right a UK Consumer is entitled to under the mandatory consumer protection laws of the United Kingdom, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The Company's choice of Wyoming law governs the contractual relationship but does not deprive UK Consumers of the protection of mandatory provisions of UK consumer law, which apply in addition to these Terms where they provide greater protection.

15.2  Right of Withdrawal

The 14-day right of withdrawal under Regulation 28(1)(h) of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply to Passes sold through the Platform, as each Pass is a leisure service contract tied to a specific date of performance.

15.3  Jurisdiction

UK Consumers retain the right to bring claims before the courts of England and Wales, Scotland, or Northern Ireland as applicable. The arbitration clause and class action waiver in Section 11 do not apply to UK Consumers to the extent they are unenforceable under the Consumer Rights Act 2015. Where a UK Consumer wishes to seek alternative dispute resolution before initiating court proceedings, they may contact the Company at dispute@vividpark.com or seek assistance from an accredited UK ADR body with jurisdiction over this type of dispute.

15.4  Statutory Guarantees

UK Consumer statutory rights under the Consumer Rights Act 2015 in respect of services not performed with reasonable care and skill, or goods not conforming to contract, are not affected by the limitation of liability in Section 10 or the refund policy in Section 7.

PART TWO: LIABILITY WAIVER

Section 1 Preamble

This Liability Waiver (this "Waiver") is issued by ICOGON LLC, a Wyoming limited liability company doing business as VividPark, with its principal place of business at 75 E 3rd St, Sheridan, Wyoming 82801 ("Company," "we," "us," or "our").

This Waiver sets out, in plain terms, what the Company is not responsible for. It consolidates and restates the disclaimer and liability limitation positions that appear across the VividPark Terms of Service and, where applicable, the VividPark Seller Agreement. This Waiver is incorporated by reference into both of those documents. Where a term used in this Waiver is defined in the Terms of Service or the Seller Agreement, that definition applies here unless this Waiver expressly provides otherwise.

This Waiver applies to every person who accesses or uses the VividPark platform (the "Platform") in any capacity, whether as a buyer of a parking pass, a commercial seller of a parking pass, or a visitor. It applies to every transaction completed on the Platform, including transactions in which the Company itself acts as the direct seller of a parking pass. By using the Platform or completing a purchase through it, you confirm that you have read and understood this Waiver and that you agree to be bound by it.

If you are a consumer habitually resident in a member state of the European Union or the United Kingdom, Section 8 and Section 9 of this Waiver apply to you and, where they conflict with any other provision, those sections prevail.

Section 2 Definitions

The following terms are used throughout this Waiver. Each term is defined here and carries the same meaning wherever it appears.

"Buyer" means any individual who purchases a Pass through the Platform, whether through a registered account or guest checkout.

"Commercial Seller" means a parking operator, facility manager, or professional reseller of parking access who has been approved by the Company to list Passes on the Platform pursuant to the VividPark Seller Agreement. The term includes two categories of approved sellers: Parking Operators, meaning entities that own or manage the parking facility to which a Pass grants access, and Professional Traders, meaning businesses or individuals engaged in the commercial resale of parking access. The Company is not a Commercial Seller.

"Company Listing" means a Pass listed for sale on the Platform by the Company acting as a direct seller in its own right, as distinguished from a Pass listed by a Commercial Seller. Company Listings are identified as such at the listing level on the Platform.

"Event" means a live sporting event, concert, festival, exhibition, or other gathering to which a Pass grants or is intended to grant access to associated parking.

"Event Organizer" means the promoter, producer, league, team, artist, or other party responsible for organizing, sanctioning, or hosting an Event.

"Force Majeure Event" has the meaning given to it in Section 7 of this Waiver.

"Pass" means a digital parking pass or parking reservation listed and sold through the Platform that grants or purports to grant the holder the right to park at a specified parking facility in connection with an Event.

"Platform" means the VividPark online marketplace operated by the Company, including its website, mobile applications, and any related services through which Passes are listed, purchased, and delivered.

"Seller Agreement" means the VividPark Seller Agreement entered into between the Company and each Commercial Seller, as amended from time to time.

"Terms of Service" means the VividPark Terms of Service, effective April 1, 2026, as amended from time to time, which govern use of the Platform by all Users.

"Transaction" means a completed purchase of a Pass through the Platform, including the associated payment processed by the Company.

"User" means any individual or entity that accesses or uses the Platform in any capacity, including Buyers, Commercial Sellers, and visitors. Where a provision of this Waiver applies specifically to Buyers or to Commercial Sellers, it will say so expressly.

Section 3 No Affiliation with Venues, Event Organizers, or Third Parties

The Company is a technology platform only. It is not affiliated with, authorized by, endorsed by, or in any way connected to any Venue, Event Organizer, promoter, team, league, artist, or any other party responsible for organizing, hosting, or managing an Event or the associated parking facility. No relationship of agency, partnership, sponsorship, or authorization exists between the Company and any such party, and nothing on the Platform should be read as implying that one does.

The Company does not have access to the internal rules, policies, or terms imposed by any Venue or Event Organizer. It does not monitor whether any Pass listed on the Platform complies with those rules, and it makes no representation that any Pass authorizes entry to a Venue under the terms that the Venue or Event Organizer imposes. Venue and Event Organizer policies are outside the Company's control and may change at any time without notice to the Company or to any User.

The names, logos, or other identifying information of Venues, Event Organizers, teams, leagues, artists, or promoters that may appear on the Platform or on a Pass are used for identification and descriptive purposes only. Their appearance does not imply any affiliation with, sponsorship by, or authorization from any such party.

Commercial Sellers are solely responsible for ensuring that any Pass they list complies with all terms, conditions, and restrictions imposed by the relevant Venue and Event Organizer. For Company Listings, the Company assumes that responsibility in its capacity as direct seller.

Section 4 No Guarantee of Entry or Access

A Pass purchased through the Platform is a right of access to a parking facility as described in the relevant listing. It is not a guarantee of entry. Whether a Buyer is ultimately permitted to park depends on factors that include the physical condition of the Pass at the time of use, the policies of the Venue and Event Organizer in effect on the day of the Event, and whether the Pass was validly issued and accurately described at the time of listing.

For Passes sourced from a Commercial Seller, the validity of the Pass is the responsibility of that Commercial Seller. The Commercial Seller warrants, under the Seller Agreement, that every Pass it lists is genuine, accurately described, and free from any restriction that would prevent the Buyer from using it as described. If a Buyer is denied access at a Venue because a Pass sourced from a Commercial Seller is invalid, counterfeit, voided, restricted, or otherwise not as described, the Company's liability to the Buyer is limited to a refund of the purchase price of that Pass in accordance with the refund policy set out in the Terms of Service. The Company has no further liability to the Buyer in that circumstance, and the Commercial Seller remains liable to the Company under the Seller Agreement.

For Passes sourced from a Company Listing, the Company assumes responsibility for the validity of the Pass in its capacity as direct seller. If a Buyer is denied access at a Venue because a Pass sold through a Company Listing is invalid or not as described, the Buyer's remedy is a refund of the purchase price of that Pass in accordance with the refund policy set out in the Terms of Service, subject to the limitation of liability in Section 5.

In all cases, the following circumstances are outside the Company's control and do not give rise to any liability on the part of the Company, regardless of whether the Pass was sourced from a Commercial Seller or a Company Listing: a Venue or Event Organizer refusing entry for reasons unrelated to the validity of the Pass, including but not limited to health or safety screening requirements, capacity restrictions, changes to Venue access policy implemented after the Pass was listed, or a Buyer's failure to comply with Venue or Event Organizer entry requirements. The Buyer's license plate must be registered on the Platform before the reservation start time as a condition of access; failure to do so is the Buyer's responsibility and does not affect the validity of the Pass itself.

Section 5 Limitation of Liability

The Company's total liability to any Buyer arising out of or in connection with any single Transaction, whether in contract, tort, negligence, or any other legal theory, is limited to a refund of the purchase price paid by the Buyer for the Pass that is the subject of the dispute. The Company is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind arising out of or in connection with any Transaction or any use of the Platform, including but not limited to lost profits, loss of anticipated savings, costs of alternative transportation or parking, or any other loss that was not the direct and foreseeable result of the specific Transaction in dispute.

A Commercial Seller's total liability to any Buyer arising out of or in connection with any single Transaction is likewise limited to a refund of the purchase price paid by the Buyer for the Pass that is the subject of the dispute. This cap on Commercial Seller liability to Buyers does not limit the Company's right to pursue the Commercial Seller separately under the Seller Agreement, including through clawback of payouts, where the Commercial Seller's conduct gave rise to the Buyer's claim.

The liability cap in this section applies to the aggregate of all claims arising from a single Transaction. If a Buyer brings multiple claims arising from the same Transaction, the total recovery across all of those claims combined shall not exceed the purchase price of the Pass at issue.

Nothing in this section limits liability for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

Section 6 Venue Policy Changes, Event Cancellations, and Access Denials

The Company has no control over the decisions of Venues, Event Organizers, promoters, public authorities, or any other third party in connection with an Event or the associated parking facility. The following circumstances do not give rise to any liability on the part of the Company, subject to the refund rights set out below and in the Terms of Service.

An Event is cancelled, postponed, or materially changed by the Event Organizer or a public authority after a Transaction has been completed. A Venue changes its access policies, parking procedures, or entry requirements after a Pass has been listed or purchased. A Venue or Event Organizer restricts, suspends, or revokes access to a parking facility for any reason within their operational control, including capacity management, security requirements, or changes to the physical layout of the facility. A Buyer is denied access to a Venue because of that Buyer's failure to comply with health, safety, or entry requirements imposed by the Venue or Event Organizer, regardless of when those requirements were introduced. A public authority restricts or prohibits access to an Event site or the surrounding area for any reason, including but not limited to public safety, civil emergency, or regulatory action.

Where an Event is cancelled, the Buyer's refund rights are governed by the refund policy set out in the Terms of Service. Where an Event is postponed, the Buyer's refund rights are likewise governed by the Terms of Service, including the seven-day dispute window following the originally scheduled Event date. In all other circumstances listed above, no refund is available from the Company on the basis of a third-party decision or action outside the Company's control, except where the Company determines in its sole discretion that a refund is appropriate given the specific facts of the situation.

Commercial Sellers are not entitled to cancel a Transaction or withhold a Pass on the basis of any of the circumstances described in this section. A Commercial Seller's obligation to deliver a valid Pass to the Company runs independently of any third-party decision affecting the Event or the Venue, unless the Company expressly notifies the Commercial Seller in writing that a Transaction has been voided.

Section 7 Force Majeure

The Company is not liable for any failure or delay in performing its obligations under these terms, or under the Terms of Service or Seller Agreement, where that failure or delay results from any cause beyond the Company's reasonable control. Such causes include but are not limited to: acts of God, natural disasters, flood, fire, earthquake, or extreme weather; epidemic, pandemic, or public health emergency declared by a competent authority; war, armed conflict, terrorism, riot, or civil unrest; action or inaction by any government, regulatory authority, or public body, including the imposition of sanctions, embargoes, or travel restrictions; strikes, labor disputes, or industrial action by third parties; failure of third-party telecommunications networks, internet infrastructure, or payment systems on which the Platform depends; and any other event or circumstance that a party could not reasonably have anticipated or prevented (each a "Force Majeure Event").

Where a Force Majeure Event affects the Company's ability to process a Transaction, deliver a Pass, or issue a refund, the Company will notify affected Users as soon as reasonably practicable and will take reasonable steps to resume normal operations. The Company's obligations are suspended for the duration of the Force Majeure Event to the extent that performance is prevented or delayed by it. If a Force Majeure Event continues for more than thirty days and prevents the Company from fulfilling a Transaction entirely, the Buyer will be entitled to a refund of the purchase price of the affected Pass.

A Force Majeure Event does not excuse a Commercial Seller from its obligation to deliver a valid Pass to the Company unless the Force Majeure Event directly and specifically prevents that delivery, and the Commercial Seller notifies the Company in writing within forty-eight hours of becoming aware that delivery will be affected.

Section 8 EU Consumer Supplement

This section applies exclusively to Buyers who are consumers habitually resident in a member state of the European Union or the European Economic Area ("EU Consumers"). Where any provision of this section conflicts with any other provision of this Waiver, this section prevails for EU Consumers to the extent of that conflict.

Nothing in this Waiver limits or excludes any right that an EU Consumer is entitled to under the mandatory consumer protection laws of their country of habitual residence. Where applicable EU or member state law confers a right on an EU Consumer that is broader than, or conflicts with, any provision of this Waiver, that right is preserved and applies in addition to this Waiver. The Company's choice of Wyoming law does not deprive EU Consumers of the protection of mandatory provisions of the law of their country of habitual residence.

The limitation of liability in Section 5 and the exclusions in Sections 4 and 6 do not apply to EU Consumers to the extent that they are prohibited under the mandatory consumer protection laws of the EU Consumer's country of habitual residence. In particular, nothing in this Waiver excludes or limits the Company's liability for death or personal injury caused by the Company's negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded under applicable EU or member state law.

The mandatory arbitration clause and class action waiver in the Terms of Service do not apply to EU Consumers to the extent that they are not permitted under the mandatory consumer protection laws of the EU Consumer's country of habitual residence. EU Consumers retain the right to bring claims before the courts of their country of habitual residence in accordance with Regulation (EU) 1215/2012.

All prices shown to EU Consumers on the Platform are inclusive of applicable taxes.

Section 9 UK Consumer Supplement

This section applies to Buyers who are consumers habitually resident in the United Kingdom ("UK Consumers"). Where any provision of this section conflicts with any other provision of this Waiver, this section prevails for UK Consumers to the extent of that conflict.

Nothing in this Waiver limits or excludes any right that a UK Consumer is entitled to under the mandatory consumer protection laws of the United Kingdom, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The Company's choice of Wyoming law does not deprive UK Consumers of the protection of mandatory provisions of UK consumer law, which apply in addition to this Waiver where they provide greater protection.

The limitation of liability in Section 5 and the exclusions in Sections 4 and 6 do not apply to UK Consumers to the extent that they are prohibited under mandatory UK consumer law. Nothing in this Waiver excludes or limits the Company's liability for death or personal injury caused by the Company's negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded under the laws of the United Kingdom.

The mandatory arbitration clause and class action waiver in the Terms of Service do not apply to UK Consumers to the extent that they are unenforceable under the Consumer Rights Act 2015. UK Consumers retain the right to bring claims before the courts of England and Wales, Scotland, or Northern Ireland as applicable. Where a UK Consumer wishes to seek alternative dispute resolution before initiating court proceedings, they may contact the Company at dispute@vividpark.com.

Section 10 Miscellaneous Provisions

Governing Law.

This Waiver is governed by the laws of the State of Wyoming and, where applicable, the federal laws of the United States of America, without regard to any conflict of law principles that would require the application of the law of any other jurisdiction. Users are separately responsible for complying with the laws of the jurisdiction in which any Event takes place, including any laws governing the resale of parking access or event-related passes in that jurisdiction. The Company makes no representation that any Pass or any Transaction complies with the laws of any jurisdiction other than Wyoming.

Severability.

If any provision of this Waiver is found by a court or arbitrator of competent jurisdiction to be invalid, unlawful, or unenforceable in any respect, that provision will be modified to the minimum extent necessary to make it enforceable, or severed from this Waiver if modification is not possible, and the remaining provisions will continue in full force and effect.

Amendment.

The Company reserves the right to update or modify this Waiver at any time. When it does, the revised Waiver will be posted on the Platform with an updated effective date and notice will be provided to registered Users by email. Continued use of the Platform after the revised Waiver has been posted constitutes acceptance of the revised terms. If you do not agree to the revised Waiver, you must stop using the Platform.

Entire Agreement.

This Waiver, together with the Terms of Service and, where applicable, the Seller Agreement, constitutes the entire agreement between the Company and the User with respect to the matters covered by this Waiver. It supersedes all prior representations, understandings, or agreements relating to those matters, whether written or oral.

Incorporation by Reference.

This Waiver is incorporated by reference into the Terms of Service and the Seller Agreement. Defined terms used in this Waiver that are not separately defined here carry the meanings given to them in the Terms of Service or the Seller Agreement, as applicable.

Section 11 Acceptance

This Waiver is accepted by clickwrap. By checking the acceptance box or clicking the equivalent acceptance mechanism presented at checkout before completing a purchase, or by completing the onboarding process as a Commercial Seller at onboarding@vividpark.com, you confirm that you have read, understood, and agreed to be bound by this Waiver. This acceptance is logged by the Platform with a timestamp, your order reference or seller account reference, and the version of this Waiver in effect at the time of acceptance.

Guest checkout Buyers are bound by this Waiver on the same basis as registered account holders. Acceptance at checkout applies in full to every Transaction completed through guest checkout, including the liability cap in Section 5, the no-guarantee-of-entry provision in Section 4, and all other provisions of this Waiver.

For any questions about this Waiver, please contact VividPark at contact@vividpark.com or at 75 E 3rd St, Sheridan, Wyoming 82801.

PART THREE: SELLER AGREEMENT

Section 1   Preamble

This Seller Agreement (this "Agreement") is entered into between ICOGON LLC, a Wyoming limited liability company doing business as VividPark, with its principal place of business at 75 E 3rd St, Sheridan, Wyoming 82801 ("Company," "we," "us," or "our"), and you, the individual or business entity registering to list or sell parking passes through the VividPark platform ("Seller," "you," or "your").

This Agreement governs your use of the VividPark platform, including the Company's website, mobile application, and any related services (collectively, the "Platform"), in your capacity as a Seller. It sets out what you are permitted to do on the Platform, what obligations you take on when you list a pass for sale, and what happens if something goes wrong.

Please read this Agreement carefully before listing any pass. By creating a Seller account, submitting a listing, or otherwise using the Platform as a Seller, you confirm that you have read, understood, and agreed to be bound by this Agreement, along with any other policies incorporated into it by reference, including the VividPark Terms of Service and Privacy Policy.

If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these terms. If you do not have that authority, or if you do not agree to these terms, you may not list or sell passes on the Platform.

IMPORTANT NOTICE: VividPark is a technology platform only. It is not affiliated with, authorized by, or connected to any venue, event organizer, promoter, team, league, or artist. The Company does not issue parking passes, does not control access to any venue or event, and does not guarantee that any pass listed on the Platform will be accepted at the point of entry. Responsibility for the validity and lawful resale of every pass rests entirely with the Seller.

Section 2   Definitions

The following terms have specific meanings throughout this Agreement. Every term is defined here before it appears in the body of the document. When you see a capitalized word in this Agreement, it has the meaning given below.

"Agreement"  means this Seller Agreement, including any schedules, policies, or documents incorporated by reference, as amended from time to time in accordance with Section 12.5.

"Buyer"  means any individual or entity that purchases or attempts to purchase a Pass through the Platform.

"Company"  means VividPark, a Wyoming limited liability company doing business as VividPark, with its principal place of business at 75 E 3rd St, Sheridan, Wyoming 82801.

"Company Listing"  means any Pass listed for sale on the Platform by the Company directly, in its capacity as a first-party vendor. The Company may act simultaneously as operator of the Platform and as a Seller of Passes. Company Listings are identified as such at the point of sale.

"Event"  means any live sporting event, concert, performance, or other occasion taking place at a Venue for which a Pass has been issued, and to which a Listing on the Platform corresponds.

"Event Organizer"  means the promoter, team, league, artist, production company, or other party responsible for organizing or hosting an Event. The Company is not an Event Organizer and has no affiliation with any Event Organizer unless expressly stated in writing.

"Face Value"  means the original price printed on, encoded in, or associated with a Pass at the time of its initial issuance by the issuing party.

"Fee"  means the platform transaction fee charged by the Company to a Seller upon the completion of a sale, expressed as a percentage of the final sale price as disclosed to you during the listing process and set out in Section 6.1.

"Funds"  means any money held by the Company on behalf of a Seller following a completed Transaction, pending release in accordance with the payout terms in Section 6.

"Invalid Pass"  means a Pass that, for any reason, does not grant the holder the access it purports to provide, including but not limited to a Pass that is counterfeit, duplicated, voided, expired, venue-restricted, revoked, or otherwise rejected at the point of entry.

"Listing"  means a Seller's offer to sell a Pass through the Platform, including all information submitted by the Seller in connection with that offer, such as pass details, price, and Event information.

"Commercial Seller"  means any business or commercial entity approved by the Company to list and sell Passes on the Platform, including: (i) Parking Operators, meaning businesses that own, manage, or control parking facilities and sell access to those facilities directly; and (ii) Professional Traders, meaning businesses or professional resellers that buy and sell parking passes at scale in the ordinary course of their commercial activity, without necessarily owning the underlying parking facility. Both categories are subject to the eligibility requirements and verification process set out in Section 3.

"Pass"  means a digital parking pass, permit, or credential, including any QR code, barcode, mobile credential, or other electronic access document, that purports to authorize the holder to park at a designated location in connection with an Event.

"Payout"  means the disbursement of Funds to a Seller following the successful completion and validation of a Transaction, less applicable Fees and any amounts withheld or clawed back in accordance with this Agreement.

"Platform"  means the VividPark website, mobile application, and any related tools, services, or interfaces operated by the Company through which Passes are listed, bought, and sold.

"Prohibited Pass"  means any Pass that a Seller is not permitted to list under Section 5 of this Agreement, including without limitation any Pass that is counterfeit, voided, venue-restricted, subject to a non-transfer restriction, or otherwise Invalid at the time of listing.

"Seller"  means any Commercial Seller, whether a Parking Operator or a Professional Trader, who has been approved by the Company and registered to list or sell Passes through the Platform. Individual private sellers are not eligible at this time.

"Seller Account"  means the account created by a Seller on the Platform through which Listings are submitted and managed.

"Transaction"  means the completed purchase and sale of a Pass between a Seller and a Buyer through the Platform, including all associated payment processing handled by the Company.

"Transfer Restriction"  means any condition, limitation, or prohibition on the resale or transfer of a Pass imposed by the issuing party, Venue, Event Organizer, or applicable law.

"Venue"  means the physical location, including any associated parking facility, at which an Event is held.

Section 3   Seller Eligibility and Onboarding

3.1  Commercial Sellers Only

Access to the Platform as a Seller is limited to Commercial Sellers. There are two categories of Commercial Seller: (i) Parking Operators, meaning businesses that own, manage, or are the authorized agent of the owner or operator of a parking facility and sell access to that facility in connection with Events; and (ii) Professional Traders, meaning businesses or professional resellers that buy and sell parking passes at scale in the ordinary course of their commercial activity. Individuals seeking to list a single Pass or a small number of Passes on a personal basis are not eligible to register as Sellers under this Agreement. The Company reserves the right to expand or modify Seller eligibility at any time by updating this Agreement in accordance with Section 12.5.

3.2  Eligibility Requirements

To be approved as a Seller, you must meet all of the following requirements at the time of application and on a continuing basis for as long as your Seller Account remains active:

(a)  Entity status. You must be a legally formed and validly existing business entity, such as a corporation, limited liability company, partnership, or sole proprietorship operating under a registered trade name, in good standing under the laws of your jurisdiction of formation or registration.

(b)  Legal capacity. You must have the legal capacity to enter into binding contracts. The individual submitting the application and accepting this Agreement on behalf of the entity represents and warrants that they have full authority to do so.

(c)  Lawful right to sell. If you are a Parking Operator, you must be the owner, manager, or duly authorized agent of the parking facility to which the Passes you intend to list relate. If you are a Professional Trader, you must have lawfully acquired the Passes you intend to list and have the legal right to resell them, including compliance with any Transfer Restrictions and all applicable resale laws in the jurisdiction of the relevant Event.

(d)  Compliance with applicable law. You must be in compliance with all laws and regulations applicable to the sale of parking access in the jurisdictions where you operate and where your Events take place, including any local, state, federal, or international resale or access-rights laws.

(e)  No prior termination. You must not have had a Seller Account previously suspended or terminated by the Company for cause. Applying for a new account to circumvent a prior suspension or termination is a material breach of this Agreement.

(f)  Accurate information. All information you provide during the application process and throughout your use of the Platform must be truthful, accurate, and current.

3.3  Application and Approval Process

Access to the Platform as a Seller is granted following a review and approval process initiated by submitting an application through the contact form available at the Company's website. Submission of an application does not guarantee approval. The Company reviews each application at its sole discretion and may approve, decline, or request additional information from any applicant without obligation to provide a reason. The Company will notify you by email whether your application has been approved or declined. No Seller Account will be created, and no Listings may be submitted, until the Company has confirmed approval in writing.

3.4  Acceptance of This Agreement

Upon approval, the Company will provide you with access to the Platform account creation flow. As a condition of completing account setup and prior to submitting any Listing, you will be required to review and accept this Agreement by clicking "I Agree" or an equivalent acceptance mechanism presented during the onboarding process. Your click constitutes your legally binding acceptance of this Agreement on behalf of yourself and, where applicable, the entity you represent. If you do not agree to these terms, you must not proceed with account setup or use the Platform as a Seller.

3.5  Account Registration Information

To complete registration, you must provide the following information:

(a)  Business name;

(b)  A valid business email address;

(c)  A brief description of your business, including the type of parking facilities you operate and the events or venues you serve.

Payout account details will be collected separately following approval, as required by the Company's payment processor. You agree to keep all account information current and to notify the Company promptly at onboarding@vividpark.com of any material changes.

3.6  Identity and Business Verification

The Company may, at its sole discretion and at any time, require you to verify your identity, your business registration, or your authority to sell the Passes you list. Verification requirements vary by category: (a) Parking Operators may be required to provide documentation confirming ownership or management authority over the relevant parking facility, such as a lease, title, or written authorization from the facility owner; (b) Professional Traders may be required to provide documentation confirming the lawful acquisition of the Passes they intend to list, such as purchase records, supplier agreements, or proof of an established resale business. Both categories may be required to provide: government-issued photo ID of the authorized representative; business registration documents or certificate of good standing; or any other information required to comply with applicable law, including anti-money laundering and fraud prevention obligations. You agree to cooperate fully and promptly with any such request. Failure to provide the requested information within the time specified may result in withholding of Payouts, suspension of your Seller Account, or termination of this Agreement. You acknowledge and agree that the Company may share your information with third-party identity verification providers and payment processors as described in the VividPark Privacy Policy.

3.7  Geographic Scope

The Platform accepts Commercial Sellers based in the United States and internationally. Regardless of where you are based, you are responsible for ensuring that your use of the Platform, including every Pass you list, complies with all laws applicable in the jurisdiction where the relevant Event and parking facility are located. Wyoming law governs this Agreement and your relationship with the Company; it does not govern what is legally permissible at the event location, and the Company makes no representation that use of the Platform is lawful in every jurisdiction. See Section 9.3 for the full multi-jurisdiction compliance obligation.

3.8  One Account Per Operator

Each Commercial Seller may maintain only one active Seller Account unless the Company has expressly authorized additional accounts in writing. Creating duplicate or multiple accounts without authorization is grounds for immediate suspension of all associated accounts.

3.9  Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your Seller Account. You agree to notify the Company immediately at onboarding@vividpark.com if you become aware of any unauthorized access to or use of your account. The Company is not liable for any loss or damage arising from your failure to maintain adequate account security.

Section 4   Seller Warranties

4.1  Warranties Made on Every Listing

By submitting a Listing, you represent and warrant to the Company and to the Buyer, as of the date the Listing is submitted and continuously until the relevant Event has concluded, that each of the following is true:

(a)  Lawful right to sell. You own, operate, or are the duly authorized agent of the owner or operator of the parking facility to which the Pass relates, and you have the full legal right to sell or grant access to that facility for the Event specified in the Listing.

(b)  Pass validity. The Pass is genuine, valid, and capable of granting the holder access to the parking facility described in the Listing at the time and for the Event stated. The Pass has not been voided, revoked, duplicated, or previously sold or transferred to any other person.

(c)  Accurate description. All information contained in the Listing, including the location of the parking facility, its proximity to the Event venue, the date and time of access, any access restrictions, and any other material details, is truthful, complete, and not misleading.

(d)  No transfer restrictions. The Pass is not subject to any Transfer Restriction that would prevent its lawful sale or use by the Buyer. If any condition or limitation applies to the Pass, you have disclosed that condition fully in the Listing.

(e)  No double-listing. The Pass has not been listed for sale on any other platform, marketplace, or channel at the time it is listed on the Platform. If a Pass is sold through another channel after being listed here, you will immediately remove the Listing from the Platform and notify the Company.

(f)  Compliance with venue and promoter terms. The sale and use of the Pass does not violate any terms, conditions, or policies imposed by the Venue, Event Organizer, or the issuer of the Pass.

(g)  Compliance with applicable law. The listing and sale of the Pass complies with all applicable local, state, federal, and international laws in the jurisdiction where the Event takes place and in the jurisdiction where you are based. You acknowledge that parking pass resale laws vary by jurisdiction and that it is your sole responsibility to determine whether the sale is lawful at the event location.

(h)  No affiliation misrepresentation. You will not represent or imply in any Listing or any communication with a Buyer that your Pass or your business is officially affiliated with, endorsed by, or authorized by any Venue, Event Organizer, team, league, artist, or promoter, unless you hold written authorization from that party disclosed to the Company.

(i)  Digital delivery capability. You are able to deliver the Pass to the Buyer in digital form in the manner specified in the Listing, before the relevant Event takes place, without requiring any further action by the Buyer beyond what is disclosed at the time of purchase.

4.2  Warranties Regarding Your Business and Authority

By entering into this Agreement and on a continuing basis throughout its term, you represent and warrant that: (a) you are a validly existing legal entity with full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized and constitutes a binding obligation enforceable against you; (c) your execution of and performance under this Agreement does not violate any other agreement, applicable law, or court order; and (d) you are not subject to any sanctions or restriction that would prohibit you from transacting with the Company or with Buyers on the Platform.

4.3  Ongoing Nature of Warranties

The warranties in this Section 4 are made at the time of each Listing and are treated as continuing representations through the completion of the Transaction. If at any point you become aware that any warranty you have made is or has become false or inaccurate, you must immediately remove the affected Listing from the Platform and notify the Company at dispute@vividpark.com. Failure to do so is a material breach of this Agreement.

4.4  No Warranty by the Company

The Company makes no warranty to you or to Buyers regarding the accuracy or completeness of any Listing. All warranties relating to the Passes listed on the Platform rest entirely with the Seller. The Company is a technology intermediary and does not independently verify the validity of any Pass before it is listed or sold.

Section 5   Prohibited Listings

5.1  Absolutely Prohibited Passes

You may not list any Pass that falls into any of the following categories, regardless of the circumstances or the price at which it is offered:

(a)  Counterfeit or fraudulent passes. Any Pass that has been fabricated, forged, altered, or duplicated, in whole or in part, or that purports to be something it is not.

(b)  Voided or revoked passes. Any Pass that has been cancelled, deactivated, or revoked by the issuing party, the Venue, or any authority with power to do so, regardless of whether you were aware of the revocation at the time of listing.

(c)  Previously used or expired passes. Any Pass that has already been scanned, redeemed, or used for entry, or that is no longer valid for the Event date stated in the Listing.

(d)  Passes subject to a Transfer Restriction. Any Pass that is explicitly non-transferable under the terms of its issuance, or that is restricted to use by a named individual, organization, or category of persons, and where that restriction has not been lawfully waived.

(e)  Passes for facilities you have no right to sell. Any Pass for a parking facility that you do not own, operate, or have express written authorization to sell access to.

(f)  Stolen or unlawfully obtained passes. Any Pass obtained through theft, fraud, unauthorized access, deception, or any other unlawful means.

(g)  Passes for non-existent or fictitious events. Any Pass purporting to grant access to an Event that does not exist, has already been cancelled at the time of listing, or for a facility that does not correspond to the Event described.

(h)  Passes misrepresenting proximity or access. Any Pass listed with a description that materially misrepresents the location of the parking facility, the nature of access provided, or the conditions under which entry will be granted.

(i)  Duplicate listings. Any Pass simultaneously listed for sale on another platform, marketplace, or channel without the Listing on this Platform being immediately removed upon sale elsewhere.

5.2  Listings That Do Not Constitute a Valid Pass

You may not list any item on the Platform that does not constitute a Pass as defined in this Agreement. Without limitation: (a) event admission tickets, wristbands, or any credential granting entry to the Event itself rather than to a parking facility; (b) hotel bookings, travel packages, or accommodation of any kind; (c) general access passes that do not specifically authorize parking at a designated facility in connection with an identified Event; or (d) any item for which the primary value is not parking access.

5.3  Listing Requirements

Every Listing must meet all of the following minimum requirements at the time it is submitted and for as long as it remains active:

(a)  The Pass must be in your possession or under your direct control at the time of listing.

(b)  The Pass must grant the holder unobstructed access to the parking facility for a reasonable period surrounding the Event, at a minimum from two hours before the Event's scheduled start time until the Event has concluded. This requirement relates to the duration of parking access only and does not imply that the Pass grants or is required to grant admission to the Event itself.

(c)  The Listing must accurately state whether the Pass includes admission to the Event itself. If it does not, which will be the case for the vast majority of Passes on this Platform, that fact must be clearly disclosed in the Listing.

(d)  The Listing must not contain any representation, express or implied, that the Pass or the parking facility is officially affiliated with, endorsed by, or operated by the Venue, Event Organizer, team, league, artist, or promoter, unless you hold written authorization from that party.

5.4  Company's Right to Remove Listings

The Company reserves the right, at its sole discretion and without prior notice, to remove any Listing that it reasonably believes violates this Section 5 or any other provision of this Agreement. Removal of a Listing does not limit any other remedy available to the Company. The Company is under no obligation to monitor Listings proactively.

5.5  Seller's Duty to Remove

If at any time after submitting a Listing you become aware, or reasonably ought to have become aware, that the Pass has become Invalid, has been sold elsewhere, has been revoked, or otherwise falls into any category described in Sections 5.1 or 5.2, you must immediately remove the Listing from the Platform and notify the Company at contact@vividpark.com.

Section 6   Fee Structure and Payout Terms

6.1  Platform Fee

In exchange for access to the Platform and the Company's payment processing services, the Company charges a fee on each completed Transaction. The Fee is calculated as 15% of the final sale price set by the Seller for the relevant Pass, exclusive of any applicable taxes. The Fee is deducted automatically from the Transaction proceeds before any Payout is made to you. The Company reserves the right to adjust the Fee percentage on reasonable notice to you. Any change to the Fee will apply to Listings submitted after the effective date of the change.

6.2  Seller Pricing

You set the sale price for each Pass you list. The Company does not impose a minimum or maximum price, except that: (a) you may not set a price of zero or list a Pass as free; (b) you may not adjust the price of a Pass after a Transaction has been completed; and (c) pricing must comply with all applicable laws, including any jurisdiction-specific restrictions on price gouging or excessive resale markups at the event location. You are solely responsible for any pricing errors in your Listings.

6.3  Payment Processing

The Company processes all payments on the Platform directly. Buyers pay the Company, and the Company holds Transaction proceeds on your behalf pending release in accordance with this Section 6. At no point does a Buyer's payment information pass to you, and you may not attempt to collect payment from a Buyer outside the Platform. By accepting this Agreement, you appoint the Company as your limited payment agent for the sole purpose of collecting Transaction proceeds from Buyers on your behalf. This appointment does not create any partnership, employment, or fiduciary relationship between you and the Company.

6.4  Payout Timing

Subject to the conditions in Sections 6.5 and 6.7, the Company will release your Payout within 10 days following the later of: (a) confirmation that the Pass has been successfully delivered to the Buyer; and (b) the conclusion of the Event to which the Pass relates. Payout will not be released before the Event has taken place. The Company will make Payout to the payout account details you provided during onboarding. You are responsible for ensuring those details are accurate and current.

6.5  Conditions for Payout Withholding and Delay

The Company may withhold, delay, or reduce your Payout, in whole or in part, in any of the following circumstances: (a) the Pass has been reported as Invalid, rejected at the gate, or disputed by the Buyer; (b) a chargeback or payment dispute has been initiated by the Buyer; (c) the Company has reasonable grounds to suspect fraud, misrepresentation, or a material breach of this Agreement; (d) you have failed to deliver the Pass to the Buyer before the relevant Event takes place; (e) a verification or identity request made under Section 3.6 has not been satisfied; (f) the Company has received a court order, regulatory direction, or law enforcement request; or (g) your Seller Account has been suspended or is under investigation. The Company will notify you of any Payout withholding and the reason for it, to the extent permitted by applicable law.

6.6  Buyer Disputes

A Buyer may submit a dispute in connection with a Transaction within 7 days following the conclusion of the Event. When a dispute is submitted, the Company will notify you promptly and request that both you and the Buyer provide evidence supporting your respective positions. Failure to respond or provide evidence within the timeframe specified may result in a determination being made against the non-responding party. The Company will review all evidence submitted and make a determination at its sole discretion. The Company's determination is final and binding on both parties with respect to the release or withholding of the Payout, without prejudice to either party's right to pursue legal remedies under Section 12.3.

6.7  Refund Policy

Refunds to Buyers are issued only in the following circumstances:

(a)  Post-purchase cancellation. A Buyer requests a refund within 24 hours of completing a purchase, provided the Event has not yet taken place, the Pass has not yet been delivered or accessed, and the Event is scheduled to start more than 48 hours from the time the refund request is submitted. Refund requests submitted within 48 hours of the Event start time are not eligible under this clause, regardless of when the purchase was made.

(b)  Event cancellation. The Event is officially cancelled by the Event Organizer, the Venue, or a relevant authority, and no rescheduled date has been confirmed at the time the refund is requested.

(c)  Event postponement. The Event is officially postponed and the Buyer does not wish to attend the rescheduled Event, provided the Buyer submits their refund request within 7 days of the postponement being announced.

In all other circumstances, sales are final. Where a refund is issued to a Buyer under this Section, the corresponding Payout to you will be withheld or recovered in accordance with Sections 6.5 and 10.

6.8  Chargebacks

If a Buyer initiates a chargeback or payment dispute with their card issuer or payment provider, the Company will investigate. You agree to cooperate fully and provide any documentation requested. If the chargeback is upheld, the Payout for the affected Transaction will be forfeited in full, and the Company may recover from you any amounts already paid out, in accordance with Section 10. Repeated or excessive chargebacks associated with your Seller Account may result in suspension or termination of your account under Section 11.

6.9  Taxes

You are solely responsible for determining, reporting, and remitting any taxes applicable to your earnings through the Platform, including income tax, sales tax, VAT, GST, or any other levy imposed by any jurisdiction in which you operate or in which your Events take place. The Company does not provide tax advice and does not withhold taxes on your behalf except where required to do so by applicable law. Where the Company is required by law to collect or report tax information in connection with Payouts made to you, you agree to provide any information the Company requests promptly and accurately.

6.10  Currency

All Transactions on the Platform are presented to Buyers in their local currency using automatic currency conversion provided through the Company's payment infrastructure. You will receive your Payout in US Dollars unless an alternative currency has been agreed with the Company in writing. Any currency conversion costs, foreign exchange fees, or intermediary bank charges incurred in connection with your Payout are your sole responsibility.

Section 7   Liability for Invalid or Fraudulent Passes

7.1  Buyer's Sole Remedy Against the Company

Where a Buyer purchases a Pass through the Platform that proves to be Invalid, fails to grant access as described in the Listing, or is otherwise not as represented, the Buyer's sole and exclusive remedy against the Company is a refund of the amount the Buyer paid for that Pass. The Company is not liable to any Buyer for any amount exceeding the purchase price of the affected Pass, regardless of the nature of the claim, the circumstances of the failure, or any loss the Buyer claims to have suffered as a result. For the avoidance of doubt, the Company is not liable to any Buyer for consequential, indirect, or incidental losses of any kind, including but not limited to the cost of event admission tickets, travel, accommodation, or any other expense incurred in connection with the Event.

7.2  Buyer's Sole Remedy Against the Seller

Where a Buyer suffers loss as a result of a Pass being Invalid, failing to grant access as described, or being otherwise not as represented, the Buyer's sole and exclusive remedy against the Seller is a refund of the amount the Buyer paid for that Pass through the Platform. The Seller is not liable to any Buyer for any amount exceeding the purchase price of the affected Pass. Refund claims by Buyers against Sellers are processed through the Company's dispute process set out in Section 6.6.

7.3  Seller's Liability to the Company

The protections in Sections 7.1 and 7.2 do not limit the Seller's liability to the Company in any way. Where the Company has suffered loss, incurred costs, or been required to issue a refund to a Buyer as a result of a Seller's breach of this Agreement, the inaccuracy of a Listing, or the invalidity or fraudulent nature of a Pass, the Company is entitled to recover from the Seller all of the following without limitation:

(a)  The full amount of any refund issued to the Buyer in connection with the affected Transaction;

(b)  Any platform fees, payment processing fees, or administrative costs incurred by the Company in connection with the Transaction or the dispute;

(c)  Any costs incurred by the Company in investigating or resolving the dispute;

(d)  Any fines, penalties, or charges imposed on the Company by its payment processor or card scheme in connection with a chargeback arising from the affected Transaction;

(e)  Any other loss or damage suffered by the Company that is attributable to the Seller's breach of this Agreement, including legal costs incurred in recovering amounts owed.

The Company will recover these amounts by first deducting them from any Payout due to the Seller under Section 6. If the amounts owed exceed the available Payout balance, the Seller agrees to reimburse the Company for the outstanding amount within 14 days of written demand. Outstanding amounts not paid within that period will accrue interest at the rate of 1.5% per month or the maximum rate permitted by Wyoming law, whichever is lower, and may be referred to a collections process.

7.4  No Liability Cap for Fraud or Wilful Misconduct

Nothing in this Agreement limits your liability to the Company or to a Buyer in cases involving fraud, deliberate misrepresentation, or wilful misconduct. Where the Company determines, based on available evidence, that a Seller has knowingly listed a fraudulent, counterfeit, or Invalid Pass, or has deliberately misrepresented a Listing, the Company reserves the right to pursue all available legal remedies against the Seller without limitation, including seeking damages beyond the value of the affected Transaction.

7.5  Venue Denial Not Automatically Seller Liability

Not every instance of a Buyer being denied access to a parking facility constitutes a breach by the Seller. The Seller is not liable where access was denied solely due to: (a) the Buyer's failure to comply with the Venue's own entry requirements unrelated to the validity of the Pass; (b) a change in Venue policy or Event logistics announced after the Transaction was completed and outside the Seller's knowledge or control; or (c) force majeure events as described in Section 12.8. Where a Buyer claims access denial, the Company will investigate and request evidence from both parties in accordance with Section 6.6 before making a determination as to liability.

7.6  Proof of Validity

At any time, whether before or after an Event, the Company may request that you provide documentation confirming the validity and authenticity of a Pass you have listed or sold. You agree to respond to any such request within the timeframe specified by the Company. Failure to provide satisfactory proof within that timeframe will be treated as grounds for withholding your Payout, removing the affected Listing, and, where a Transaction has already been completed, issuing a refund to the Buyer at your cost.

7.7  Injunctive Relief

You acknowledge that a breach of this Agreement may cause irreparable harm to the Company, including damage to its reputation and financial losses that are difficult to quantify. You agree that the Company is entitled to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or remedy such harm, without prejudice to any other remedy available under this Agreement or applicable law.

Section 8   Seller Indemnification of ICOGON

8.1  Seller's Indemnification Obligation

You agree to indemnify, defend, and hold harmless VividPark and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, that arise directly or indirectly out of or in connection with any of the following:

(a)  Your breach of any representation, warranty, or obligation under this Agreement;

(b)  Any Listing you submit, including any claim that the information in a Listing is false, inaccurate, misleading, or infringes the rights of any third party;

(c)  Any Pass you list or sell through the Platform, including any claim arising from a Pass being Invalid, counterfeit, fraudulent, or misrepresented;

(d)  Your failure to comply with any applicable law, regulation, or rule in any jurisdiction in which you operate or in which an Event takes place;

(e)  Any claim brought by a Buyer, Venue, Event Organizer, or any other third party arising from your conduct in connection with the Platform or any Transaction;

(f)  Any claim that your use of the Platform infringes or misappropriates the intellectual property rights, privacy rights, or any other rights of any third party;

(g)  Any tax liability, penalty, or obligation arising from your earnings through the Platform that you have failed to discharge;

(h)  Any act or omission by you, your employees, agents, or representatives in connection with your use of the Platform or performance of your obligations under this Agreement.

8.2  Indemnification Procedure

If any claim or proceeding is brought against the Indemnified Parties for which indemnification may be sought under Section 8.1, the Company will notify you promptly in writing. You agree to assume the defense of any such claim at your own cost using counsel reasonably acceptable to the Company. The Company reserves the right to participate in the defense of any claim at its own expense. You may not settle any claim in a manner that imposes any obligation or restriction on the Indemnified Parties without the Company's prior written consent.

8.3  Indemnification Independent of Liability Cap

Your indemnification obligations under this Section 8 are separate from and in addition to your liability obligations under Section 7. The liability cap that applies to Buyer claims under Sections 7.1 and 7.2 does not apply to your indemnification obligations to the Company under this Section 8.

8.4  Compliance with Law   Specific Indemnity

Without limiting Section 8.1, you specifically acknowledge that the resale of parking access is regulated differently across US states and international jurisdictions, and that it is your sole responsibility to ensure your Listings and sales comply with all applicable laws at the event location. You agree to indemnify and hold the Indemnified Parties harmless from any claim, fine, penalty, or regulatory action brought against the Company as a result of your failure to comply with any such law.

8.5  Survival

Your indemnification obligations under this Section 8 survive the termination or expiration of this Agreement and the deactivation of your Seller Account, regardless of the reason for termination.

Section 9   Compliance with Venue, Promoter, and Local Law

9.1  No Affiliation with Venues or Event Organizers

The Company is a technology platform. It is not affiliated with, authorized by, endorsed by, or in any way connected to any Venue, Event Organizer, promoter, team, league, artist, or any other party responsible for organizing or hosting an Event. The Company does not have access to Venue or Event Organizer rules, policies, or terms, and does not monitor or verify whether any Listing complies with them. That responsibility rests entirely with you.

9.2  Obligation to Review and Comply with Venue and Promoter Terms

Before submitting any Listing, you are required to review and comply with all terms, conditions, policies, and rules imposed by the Venue and Event Organizer in connection with the relevant Event and parking facility. This includes, without limitation: (a) any restrictions on the resale or transfer of parking access; (b) any conditions governing who may access the parking facility, at what times, and under what circumstances; (c) any requirement that parking access be sold only through authorized channels; and (d) any health, safety, or entry requirements applicable to the parking facility or the broader Event site. If you are uncertain whether a Pass may be lawfully listed under Venue or Event Organizer terms, you must resolve that uncertainty before listing.

9.3  Multi-Jurisdiction Legal Compliance

The laws governing the resale of parking access and event-related passes vary significantly across US states and internationally. Some jurisdictions restrict or prohibit resale entirely, impose price controls, or require specific disclosures to Buyers. It is your sole responsibility to determine whether listing and selling a Pass is lawful in the jurisdiction where the Event takes place and in the jurisdiction where you are based. By submitting a Listing, you represent and warrant that the sale is lawful under all applicable laws in every relevant jurisdiction. The Company makes no representation that use of the Platform is lawful in any particular jurisdiction and expressly disclaims any obligation to notify you of applicable resale laws or to monitor your compliance with them.

9.4  Changes in Venue Policy or Law After Listing

If you become aware of any change in Venue policy, Event Organizer rules, or applicable law that affects the validity or legality of a Pass you have listed, you must immediately remove the affected Listing from the Platform and notify the Company at dispute@vividpark.com. If a Transaction has already been completed, you must notify the Company immediately regardless of whether the Listing has been removed, and Section 7 will apply.

9.5  Company Not Liable for Venue or Regulatory Actions

The Company is not liable to you or to any Buyer for any consequence arising from: (a) a Venue or Event Organizer refusing to honor a Pass on the basis that its resale violated their terms or policies; (b) a regulatory authority taking action against you, a Buyer, or the Company in connection with the unlawful resale of parking access in any jurisdiction; or (c) any change in Venue policy, Event logistics, or applicable law that occurs after a Transaction is completed. Any cost or liability arising from these circumstances that falls on the Company will be recoverable from you in accordance with Sections 7.3 and 8.1.

9.6  Seller Acknowledgment

By submitting each Listing, you acknowledge that: (a) you have reviewed and are in compliance with all Venue and Event Organizer terms applicable to the Pass being listed; (b) you have determined that the listing and sale of the Pass is lawful under all applicable laws in every relevant jurisdiction; (c) the Company has not advised you on, and is not responsible for, your compliance with Venue policies or applicable resale laws; and (d) any failure to comply with Venue terms or applicable law is your sole responsibility.

Section 10   Fraud Handling and Clawback

10.1  What Constitutes Fraud Under This Agreement

For the purposes of this Agreement, fraudulent conduct includes but is not limited to: (a) knowingly listing a Pass that is counterfeit, duplicated, altered, or otherwise fabricated; (b) listing a Pass you do not own or have no lawful right to sell, while representing otherwise; (c) deliberately misrepresenting the nature, location, validity, or access rights associated with a Pass in a Listing; (d) listing the same Pass simultaneously on multiple platforms with the intent to complete multiple sales; (e) manipulating Listing information, pricing, or account details to circumvent the Company's fee structure, dispute process, or payout controls; (f) using another person's or entity's identity or credentials to register a Seller Account or submit Listings; (g) colluding with a Buyer or any third party to generate false disputes, chargebacks, or refund claims; (h) submitting false or fabricated documentation in response to a verification or investigation request; or (i) any other act or omission intended to deceive the Company, a Buyer, or any other party in connection with a Transaction. This list is illustrative and not exhaustive.

10.2  Fraud Detection and Investigation

The Company may use automated systems, manual review, or a combination of both to detect suspected fraudulent activity. Where the Company suspects fraud, it may, without prior notice and at its sole discretion: (a) place an immediate hold on any Payout due to you pending investigation; (b) remove any or all of your active Listings from the Platform; (c) suspend access to your Seller Account; (d) request that you provide documentation, evidence, or explanations within a specified timeframe; or (e) contact Buyers, Venues, Event Organizers, payment processors, or law enforcement as part of its investigation. You agree to cooperate fully and promptly with any fraud investigation. Failure to respond to an investigation request within the timeframe specified will be treated as grounds for permanent account termination and forfeiture of any Payout balance held at the time.

10.3  Clawback of Funds Already Paid Out

If the Company determines, following investigation, that a fraud has occurred in connection with a Transaction for which a Payout has already been released to you, the Company is entitled to claw back the full amount of that Payout, plus any additional costs incurred by the Company in connection with the fraudulent Transaction, including: (a) refunds issued to affected Buyers; (b) chargeback fees, card scheme penalties, or payment processor charges; (c) administrative and investigation costs; and (d) any legal costs incurred in recovering the clawed-back amounts. The Company will recover clawed-back amounts by deducting them from any future Payout balance. If no sufficient Payout balance exists, you agree to repay the outstanding amount within 14 days of written demand. Outstanding amounts will accrue interest at 1.5% per month or the maximum rate permitted by Wyoming law, whichever is lower. You acknowledge that the Company's right to claw back funds survives the termination or deactivation of your Seller Account.

10.4  Fraud Findings and Law Enforcement

Where the Company determines that a Seller has engaged in fraudulent conduct, the Company reserves the right to: (a) report the conduct to relevant law enforcement authorities, regulatory bodies, or other relevant third parties; (b) cooperate fully with any law enforcement investigation; and (c) pursue all available civil remedies against the Seller, including recovery of damages beyond the value of the affected Transaction as provided in Section 7.4. The Company is not obligated to notify you before making a report to law enforcement where doing so would compromise an investigation or is otherwise prohibited or inadvisable under applicable law.

10.5  Disputed Fraud Findings

If you believe the Company's fraud determination is incorrect, you may submit a written dispute to dispute@vividpark.com within 14 days of receiving the Company's written notice of its finding. Your dispute must include a clear explanation of why you believe the finding is incorrect and any supporting evidence. During the dispute review period, any Payout hold or account suspension will remain in place. The Company's final determination following review is binding with respect to the release or forfeiture of any held Payout, without prejudice to either party's right to pursue legal remedies under Section 12.3.

10.6  No Liability for Erroneous Fraud Detection

Where a Listing or Transaction is flagged in error, the Company will restore the affected Listing and release any held Payout promptly upon completing its review. The Company is not liable to you for any loss arising from a good-faith but incorrect fraud detection, provided the Company resolves the matter promptly upon becoming aware of the error.

Section 11   Account Suspension and Termination

11.1  Grounds for Suspension

The Company may suspend your Seller Account, with or without prior notice depending on the circumstances, in any of the following situations: (a) you are suspected of or are under investigation for fraud, misrepresentation, or a material breach of this Agreement; (b) you have failed to respond to a verification, proof of validity, or fraud investigation request within the timeframe specified; (c) your account has generated an excessive number of Buyer disputes, chargebacks, or refund claims; (d) your Payout account details are invalid, expired, or cannot be verified; (e) the Company has received a court order, regulatory direction, or law enforcement request requiring suspension; or (f) the Company has reasonable grounds to believe that continued access to your account poses a risk to Buyers, to the integrity of the Platform, or to the Company's compliance with applicable law. During a suspension, your active Listings will be hidden from Buyers and any pending Payouts will be placed on hold.

11.2  Grounds for Termination by the Company

The Company may terminate this Agreement and permanently deactivate your Seller Account, with or without prior notice depending on the severity of the circumstances, in any of the following situations: (a) you have been found to have committed fraud or deliberate misrepresentation following investigation under Section 10; (b) you have materially breached any provision of this Agreement and failed to remedy it within 14 days of written notice; (c) you have repeatedly breached this Agreement in a manner that demonstrates a pattern of non-compliance; (d) you have created multiple Seller Accounts in violation of Section 3.8; (e) you are subject to insolvency proceedings or have ceased trading; (f) continued operation of your account would expose the Company to legal, regulatory, or reputational risk; or (g) you have failed to satisfy an outstanding payment obligation to the Company within the timeframe specified. Where termination is not based on fraud or serious misconduct, the Company will endeavor to provide at least 30 days written notice.

11.3  Effect of Termination

Upon termination of this Agreement: (a) your Seller Account will be permanently deactivated and all active Listings will be removed from the Platform immediately; (b) any Transactions in progress at the time of termination will be completed or cancelled at the Company's discretion, with Buyers notified and refunded where appropriate; (c) any Payout balance held at the time of termination will be released to you, less any amounts owed to the Company under Sections 7.3, 8.1, or 10.3, within a reasonable period following the resolution of any outstanding disputes or investigations; and (d) your obligations under Sections 7, 8, 9, and 10 survive termination and remain binding on you for as long as any claim arising from your use of the Platform may be brought.

11.4  Voluntary Account Closure by Seller

You may request closure of your Seller Account at any time by contacting the Company at onboarding@vividpark.com. Before your account can be closed: (a) all active Listings must be removed; (b) all pending Transactions must be completed or cancelled; and (c) all outstanding obligations to the Company must be satisfied in full. You may not close your account for the purpose of evading an ongoing investigation or outstanding financial obligation. If the Company has reasonable grounds to believe this is the case, it may delay processing your closure request and retain any Payout balance for up to 180 days pending resolution.

11.5  Right to Appeal

If your account is suspended or terminated and you believe the action was taken in error, you may submit a written appeal to dispute@vividpark.com within 14 days of receiving notice. Your appeal must include a clear explanation of the grounds for your challenge and any supporting evidence. During the appeal review period, the suspension or termination remains in effect. The Company's decision following appeal review is final with respect to the operation of your account, without prejudice to your right to pursue legal remedies under Section 12.3.

11.6  Survival of Obligations

Termination or expiration of this Agreement does not affect any rights or obligations that accrued before the effective date of termination. Without limiting the foregoing, Sections 7, 8, 9, 10, 11.4, and 12 survive termination of this Agreement indefinitely.

Section 12   Miscellaneous Provisions

12.1  Governing Law

This Agreement and all matters arising out of or in connection with it, whether contractual or non-contractual, are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of laws principles. Federal law applies where relevant, including the Federal Arbitration Act with respect to Section 12.3. Wyoming law governs the relationship between you and the Company under this Agreement; it does not determine the legality of your resale activity at any specific event location, which remains your sole responsibility under Section 9.

12.2  Dispute Resolution   Informal Resolution First

Before initiating any formal legal proceeding, both parties agree to attempt to resolve any dispute, claim, or disagreement arising out of or in connection with this Agreement informally. The party raising the dispute must send a written notice to the other party describing the nature of the dispute and the remedy sought. The parties will then attempt to resolve the matter in good faith within 30 days of that notice being sent. This informal resolution requirement is a condition precedent to initiating arbitration or any other legal proceeding. Contact for informal dispute notices to the Company: dispute@vividpark.com.

12.3  Arbitration

If a dispute cannot be resolved informally under Section 12.2 within 30 days, it will be resolved by binding arbitration rather than in court, except as provided in Section 12.4. Both parties waive the right to a trial by jury and the right to participate in a class action or collective proceeding of any kind. Arbitration will be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association ("AAA") Commercial Arbitration Rules, as in effect at the time the arbitration is initiated. The arbitration will take place in Sheridan, Wyoming, unless the parties agree otherwise in writing. The arbitrator's decision will be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement in all respects.

12.4  Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, pending the outcome of arbitration. Nothing in this Section 12 prevents the Company from pursuing collection of amounts owed under Sections 7.3 or 10.3 through any available legal process.

12.5  Amendment

The Company may amend this Agreement at any time by posting a revised version on the Platform and notifying you by email. Amendments take effect 30 days after notice is sent, except where a shorter notice period is required by applicable law or where the amendment is necessary to address an urgent legal or regulatory requirement, in which case it takes effect immediately on posting. Your continued use of the Platform or submission of any Listing after the effective date of an amendment constitutes your acceptance of the amended Agreement.

12.6  Entire Agreement

This Agreement, together with the VividPark Terms of Service and Privacy Policy incorporated by reference, constitutes the entire agreement between you and the Company with respect to your use of the Platform as a Seller. It supersedes all prior agreements, representations, discussions, and understandings between the parties on the same subject matter, whether written or oral.

12.7  Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The invalidity or unenforceability of any provision does not affect the validity or enforceability of the remaining provisions.

12.8  Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent that the failure or delay is caused by circumstances beyond its reasonable control, including without limitation natural disasters, pandemics, acts of government, war, civil unrest, cyberattacks, power or internet outages, or any other event that could not reasonably have been foreseen or prevented. This clause does not excuse any payment obligation that has already accrued, including any amounts owed by a Seller under Sections 7.3 or 10.3.

12.9  No Waiver

The Company's failure to enforce any right or provision of this Agreement on any occasion does not constitute a waiver of that right or provision on any future occasion. A waiver is only effective if made in writing and signed by an authorized representative of the Company.

12.10  Assignment

You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement or any of its rights or obligations under it at any time, including in connection with a merger, acquisition, or sale of assets, without your consent, provided that the assignee assumes all of the Company's obligations under this Agreement.

12.11  No Partnership or Agency

Nothing in this Agreement creates or implies any partnership, joint venture, employment, franchise, or agency relationship between you and the Company. You have no authority to bind the Company to any obligation or to make any representation on its behalf.

12.12  Notices

All notices required or permitted under this Agreement must be in writing. Notices to the Company must be sent to contact@vividpark.com or by post to VividPark, 75 E 3rd St, Sheridan, Wyoming 82801. Notices to you will be sent to the email address associated with your Seller Account. Notices sent by email are deemed received on the next business day following transmission, provided no delivery failure notice is received by the sender.

12.13  Language

This Agreement is written in English. If it is translated into any other language, the English version prevails in the event of any inconsistency or conflict between versions.

Section 13   Acceptance

13.1  Method of Acceptance

This Agreement is accepted electronically. By clicking "I Agree," "Accept," or an equivalent confirmation button presented to you during the account creation process following approval of your application, you confirm that: (a) you have read and understood this Agreement in full; (b) you agree to be bound by all of its terms and conditions on behalf of yourself and, where applicable, the business entity you represent; (c) you have the authority to enter into this Agreement on behalf of that entity; and (d) you are not subject to any restriction, court order, or legal prohibition that would prevent you from entering into this Agreement or using the Platform as a Seller. Your electronic acceptance has the same legal effect as a handwritten signature and constitutes a binding contract between you and VividPark from the moment acceptance is recorded.

13.2  Record of Acceptance

The Company will maintain a record of your acceptance of this Agreement, including the date and time of acceptance and the version of the Agreement accepted. That record is available to you on request by contacting contact@vividpark.com.

13.3  Agreement Details

Agreement: VividPark Seller Agreement
Company: ICOGON LLC, doing business as VividPark
Registered address: 75 E 3rd St, Sheridan, Wyoming 82801
Contact: contact@vividpark.com
Effective date: April 1, 2026
Governing law: State of Wyoming, United States

13.4  Seller Acknowledgment

By accepting this Agreement you acknowledge that you have had the opportunity to seek independent legal advice before doing so, that no representation has been made to you by the Company or any of its representatives that is not contained in this Agreement, and that you are entering into this Agreement voluntarily and with full understanding of its terms.

VividPark
75 E 3rd St, Sheridan, Wyoming 82801
contact@vividpark.com

Effective Date: April 1, 2026