Seller/Listing Partner Services Agreement

SuiteHop: Premium Suite & Event Ticket Marketplace

_{Effective Date: May 22, 2026 — Last Updated: May 22, 2026}

I. Parties and Scope

1.1 Parties. This SSA is between you (“Listing Partner”) and SPS Holdings, Inc., doing business as SuiteHop (“SuiteHop,” “we,” “us,” or “our”). SuiteHop operates a premium marketplace for suites, premium seating, individual suite tickets, club seats, party suites, loge boxes, hospitality packages, parking, and all other event-access credentials (collectively, “Premium Inventory”).

1.2 Incorporation. This SSA is incorporated into and subject to SuiteHop’s Terms and Conditions and Privacy Policy. In the event of conflict, this SSA controls with respect to Listing Partner transactions.

1.3 Listing Partner Types. SuiteHop serves a broad range of inventory sources, including: individual and corporate suite license holders; premium seating rights holders; professional sports teams and venues; ticket brokers and authorized resellers; and inventory partners providing access via API feed or automated data integration (collectively, “API Partners”). References to “Listing Partner” apply to all categories unless otherwise specified. Where the context involves an API Partner, the applicable technical integration agreement (“API Addendum”) governs and supersedes Sections III (Ownership and Legal Authority), IV (Pricing and Platform Fees), V (Fulfillment Obligations), VI (Payment to Listing Partner), and VII (Event Changes) in their entirety. All other terms of this SSA apply to API Partners unless expressly modified in the applicable API Addendum. Business entities represent that the individual accepting this SSA has authority to bind the entity.

II. Creating and Managing Listings

2.1 Listing Requirements. Listing Partner must provide accurate, complete, and current information for each Listing, including: event name, date, venue, seat or suite details, any included amenities, applicable restrictions, and price. Materially inaccurate Listings may be removed and may result in account suspension.

2.2 Instant Book. Instant Book Listings represent a firm, non-cancellable offer to sell. By activating an Instant Book Listing, Listing Partner warrants that the Package is available at the time of listing. Upon Buyer purchase, the Transaction is immediately confirmed and Listing Partner has no right to cancel, withdraw, or decline. Listing Partner acknowledges that tickets or credentials may not yet be available for transfer at the time of sale and that delivery is governed by Section 5. Listing Partner bears sole responsibility for any Instant Book Listing that cannot be fulfilled.

2.3 Confirm Listing. Confirm Listing allows Listing Partner to verify availability before committing. Upon receiving a Buyer request, SuiteHop will notify Listing Partner. Listing Partner must respond within twenty-four (24) hours to accept or decline. Failure to respond within this window may result in automatic rejection of the request and may affect Listing Partner’s account standing.

2.4 Listing Accuracy Obligation. When a Package sells through the SuiteHop Platform, the Listing is automatically removed from the Platform. Listing Partner is responsible for removing any active Listing immediately if the Package becomes unavailable through any other channel, including sale through another platform, private sale, or any other disposition. Failure to remove an unavailable Listing, resulting in a confirmed Transaction that cannot be fulfilled, constitutes a material breach of this SSA and triggers the non-performance consequences in Section 5.4.

2.5 Photographs and Descriptions. Any photographs or descriptions submitted with a Listing must accurately represent the Package. Listing Partner grants SuiteHop a non-exclusive, royalty-free license to use submitted content for marketing and operational purposes.

III. Ownership and Legal Authority

3.1 Ownership Warranty. Listing Partner warrants that: (a) Listing Partner has full legal right and authority to sell each Package; (b) the Package is free of any liens, claims, restrictions, or encumbrances that would prevent transfer; and (c) Listing Partner’s listing and sale of the Package does not violate any applicable law.

3.2 Proof of Ownership. Listing Partner must provide proof of ownership for each Package type prior to account activation. Acceptable documentation includes executed license or lease agreements, account statements, or ticketing platform screenshots confirming the Package is in Listing Partner’s name and account in good standing. SuiteHop will not activate a Listing Partner account or enable Listings until satisfactory proof of ownership has been received and verified. SuiteHop reserves the right to request updated proof of ownership at any time, and may suspend Listings pending receipt of such documentation.

3.3 Listing Accuracy. If a Package becomes unavailable for any reason, Listing Partner must immediately remove or deactivate the corresponding Listing on SuiteHop. Failure to do so and subsequent inability to fulfill a confirmed Transaction constitutes a non-performance breach subject to Section 5.4.

IV. Pricing and Platform Fees

4.1 Pricing Mechanics. When creating a Listing, Listing Partner may enter either: (a) the Net Proceeds amount Listing Partner wishes to receive, whereupon the Platform calculates the public-facing Sells For price by applying SuiteHop’s then-current margin; or (b) the Sells For price, whereupon the Platform calculates and displays the resulting Net Proceeds to Listing Partner. SuiteHop sets and may adjust its margin at its discretion. The Sells For price is the price displayed to Buyers and collected by SuiteHop. Listing Partner’s Net Proceeds are the Sells For price less SuiteHop’s platform fee. A Margin Override may be available for qualifying Listings subject to SuiteHop’s approval.

4.2 Fee Schedule. SuiteHop’s platform fee is reflected in the difference between the Net Proceeds and the Sells For price displayed to Listing Partner in the Platform at the time of Listing creation. The applicable fee for any Listing is the margin in effect at the time the Listing is activated. Listing Partner acknowledges that the Net Proceeds amount displayed in the Platform represents the full amount Listing Partner will receive upon a completed Transaction.

4.3 Taxes and Tax Reporting. SuiteHop collects and remits applicable sales and use taxes as required by law. Listing Partner is responsible for all income, business, and other taxes applicable to Listing Partner’s proceeds.

U.S.-based Listing Partners: As required by the Internal Revenue Service, SuiteHop collects a completed IRS Form W-9 prior to account activation and prior to processing any payment. Listing Partner agrees to provide an accurate, complete, and current W-9 upon request and to update it promptly upon any change in tax status or taxpayer identification information. SuiteHop will issue IRS Form 1099-K or such other tax form as required by applicable law to Listing Partners whose transactions meet or exceed applicable reporting thresholds. Transaction proceeds may be reported to the IRS regardless of whether a 1099 is issued. SuiteHop reserves the right to withhold payment and suspend Listing Partner’s account pending receipt of a valid W-9.

Canadian Listing Partners: SuiteHop collects a Social Insurance Number (SIN) for individual sellers or a Canada Revenue Agency (CRA) Business Number (BN) for business entities prior to account activation and prior to processing any payment. Canadian Listing Partners agree to provide accurate tax identification information upon request and to update it promptly upon any change. SuiteHop will issue applicable Canadian tax documentation as required by the CRA based on transaction thresholds. SuiteHop reserves the right to withhold payment and suspend Listing Partner’s account pending receipt of valid Canadian tax identification.

V. Fulfillment Obligations

5.1 Mandatory Fulfillment. Once a Transaction is confirmed, Listing Partner is unconditionally obligated to deliver the Package to SuiteHop’s specifications by the applicable deadline. Listing Partner’s obligation to fulfill is not affected by Listing Partner’s payment status with SuiteHop.

5.2 Delivery Instructions. For electronic Packages, Listing Partner must follow SuiteHop’s transfer instructions exactly. For physical Packages, Listing Partner must use SuiteHop’s provided shipping label and ship within the required timeframe.

5.3 Delivery Deadlines. Listing Partner must deliver the Package as soon as credentials are available and must not wait until the last permissible moment. The following maximum deadlines apply based on time remaining until the event start time at the moment the sale is confirmed:

(a) More than 48 hours remaining: delivery must be completed within four (4) hours of sale confirmation;

(b) Between 24 and 48 hours remaining: delivery must be completed within two (2) hours of sale confirmation;

(c) Between 4 and 24 hours remaining: delivery must be completed within one (1) hour of sale confirmation;

(d) Less than 4 hours remaining: delivery must be completed within twenty (20) minutes of sale confirmation.

In all cases, delivery must occur before the event start time. SuiteHop reserves the right to decline to list or remove any Listing for events where the time remaining makes timely delivery unlikely. Failure to deliver within the applicable deadline constitutes non-performance and triggers the consequences in Section 5.4. If Listing Partner anticipates a delay for any reason, Listing Partner must notify SuiteHop immediately at listingpartners@suitehop.com.

5.4 Failure to Fulfill. If Listing Partner fails to fulfill a confirmed Transaction, SuiteHop may, in its sole discretion: (a) withhold all payment due to Listing Partner for that Transaction; (b) charge Listing Partner for the cost of sourcing a comparable or upgraded replacement Package for the Buyer; (c) charge Listing Partner a non-performance penalty equal to one hundred fifty percent (150%) of the confirmed Transaction price, representing reasonable liquidated damages for Buyer remediation, reputational harm, and operational costs, not as a penalty; and (d) suspend or terminate Listing Partner’s account. Listing Partner acknowledges these remedies are reasonable given the time-sensitive and irreplaceable nature of live event access.

5.5 Repeated Non-Performance. Listing Partners with two or more non-performance incidents within any twelve (12) month period may be permanently banned from the Platform.

VI. Payment to Listing Partner

6.1 Payment Timeline. SuiteHop will process payment to Listing Partner within ten (10) business days following confirmation of the sale Transaction.

6.2 Payment Method. Payments are made via SuiteHop’s designated payment platform, which may include ACH transfer, wire transfer, check, third-party payout services, or such other method as SuiteHop designates from time to time. SuiteHop will notify Listing Partner of the applicable payment method and any required onboarding steps. Listing Partner is responsible for completing all required enrollment steps and maintaining accurate payment account information. SuiteHop is not liable for failed or delayed payments resulting from inaccurate information provided by Listing Partner or Listing Partner’s failure to complete required enrollment.

6.3 Offsets. SuiteHop may offset amounts owed to Listing Partner against any amounts owed by Listing Partner to SuiteHop, including non-performance penalties, replacement costs, and chargeback losses.

VII. Event Changes

7.1 Postponement. If an event is postponed, Listing Partner must assist Buyer in obtaining replacement credentials for the new date. If Listing Partner cannot fulfill for the new date, Listing Partner must notify SuiteHop within forty-eight (48) hours of the announced postponement. Failure to notify may result in a non-performance penalty under Section 5.4.

7.2 Cancellation. If an event is canceled and SuiteHop has paid Listing Partner prior to cancellation, Listing Partner must promptly reimburse SuiteHop the full amount received upon request. If SuiteHop has not yet paid Listing Partner, no payment will be made.

7.3 No Listing Partner Liability for Force Majeure Cancellations. Listing Partner shall not be subject to non-performance penalties under Section 5.4 for inability to fulfill resulting directly from an event cancellation by the organizer due to circumstances beyond Listing Partner’s control.

VIII. Non-Circumvention and Buyer Data

8.1 Blind Marketplace. SuiteHop operates as a blind marketplace. Listing Partners and Buyers do not interact directly, and Listing Partner is not introduced to, made aware of, or provided any identifying information about any Buyer. Buyer identity and contact information are proprietary to SuiteHop and constitute confidential business information of SuiteHop.

8.2 Buyer Information Use. Any Buyer information provided to Listing Partner by SuiteHop in connection with a Transaction (“Buyer Data”) must be used solely to fulfill that specific Transaction. Listing Partner shall not: (a) contact the Buyer for any purpose unrelated to fulfillment of the specific Transaction; (b) add the Buyer to any marketing list or CRM system; (c) solicit the Buyer for future transactions; or (d) share Buyer Data with any third party.

IX. Property Damage

9.1 Property Damage. SuiteHop may, entirely at its discretion and as a goodwill gesture, consider reimbursement requests from Listing Partners of up to five thousand dollars ($5,000) for documented property damage caused by a Buyer admitted under a SuiteHop Transaction. To be considered, requests must be submitted in writing within ten (10) business days of the event and include photographic evidence and a repair estimate. Requests will not be considered where damage results from pre-existing conditions or Listing Partner’s own actions. Any reimbursement is not guaranteed, creates no ongoing obligation, and does not constitute an insurance policy or warranty of any kind.

X. Account Suspension and Termination

10.1 Suspension. SuiteHop may suspend Listing Partner’s account immediately upon: (a) failure to fulfill a confirmed Transaction; (b) submission of materially inaccurate Listing information; (c) suspected fraud or violation of applicable law; or (d) failure to provide requested proof of ownership.

10.2 Termination for Cause. SuiteHop may terminate this SSA and Listing Partner’s access to the Platform for cause upon written notice if Listing Partner: (a) materially breaches this SSA and fails to cure within fifteen (15) business days of written notice; (b) engages in repeated non-performance; (c) engages in fraud or willful misconduct; or (d) becomes insolvent or enters bankruptcy proceedings.

10.3 Termination for Convenience. Either party may terminate this SSA for convenience upon sixty (60) days’ written notice. Termination does not affect obligations with respect to confirmed Transactions outstanding at the time of termination.

10.4 Effect of Termination. Upon termination: (a) all pending Listings are removed; (b) Listing Partner must fulfill all confirmed Transactions; (c) SuiteHop will pay net proceeds for fulfilled Transactions in accordance with Section VI; and (d) all surviving obligations under Section XI (Representations and Indemnification) and Section XII (Dispute Resolution) remain in full force.

XI. Representations and Indemnification

11.1 Listing Partner Representations. Listing Partner represents and warrants on a continuing basis that: (a) all information provided to SuiteHop is accurate and complete; (b) Listing Partner has full authority to enter into and perform this SSA; (c) each Package listed is legally available for resale; and (d) Listing Partner’s use of the Platform complies with all applicable laws.

11.2 Indemnification. Listing Partner agrees to indemnify, defend, and hold harmless SuiteHop and its affiliates, officers, directors, and employees from all claims, liabilities, damages, and expenses (including attorneys’ fees) arising out of: (a) Listing Partner’s breach of this SSA; (b) Listing Partner’s misrepresentation regarding any Package; (c) any claim by a venue, licensor, or league arising from Listing Partner’s listing or sale; or (d) Listing Partner’s violation of applicable law.

XII. Dispute Resolution and Governing Law

12.1 Informal Resolution. The parties shall attempt to resolve any dispute through good-faith negotiation for thirty (30) days before initiating formal proceedings.

12.2 Arbitration. Disputes not resolved informally shall be submitted to binding arbitration administered by JAMS in Denver, Colorado, pursuant to its Comprehensive Arbitration Rules. The decision of the arbitrator shall be final and enforceable.

12.3 Governing Law. This SSA is governed by the laws of the State of Colorado, without regard to conflict of law principles.

12.4 Prevailing Party Fees. In any arbitration or litigation to enforce this SSA, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

XIII. Communications and Consent

SuiteHop communicates with Listing Partners through email, text message (SMS/MMS), and phone. The consent provisions below apply to all Listing Partners who provide contact information to SuiteHop in connection with this Agreement.

13.1 Transactional Communications. By executing this Agreement or activating a Listing Partner account, Listing Partner consents to receive transactional communications from SuiteHop by email and text message (SMS/MMS), including: listing confirmation and status updates; sale notifications and payment confirmations; fulfillment requests and delivery instructions; event change and cancellation alerts; tax documentation notices; platform policy updates; and account and security notifications. Transactional communications are required for the operation of Listing Partner’s account and are not subject to marketing opt-out.

13.2 Marketing Communications — Opt-In. SuiteHop will not send Listing Partner marketing or promotional communications by email, text message, or phone without Listing Partner’s prior express written consent. Marketing communications include promotional campaigns, platform feature announcements, inventory optimization tips, co-marketing opportunities, and other commercial messages not directly related to an active listing or Transaction. Listing Partner may provide marketing consent at account creation or at any time thereafter through Platform account settings. Providing or withholding marketing consent has no effect on Listing Partner’s account status or payment.

13.3 Phone Communications. By providing a phone number on the Platform, Listing Partner consents to receive phone calls from SuiteHop for transactional and account management purposes, including fulfillment support, payment inquiries, and partnership development. SuiteHop will not contact Listing Partner by phone for marketing or promotional purposes without Listing Partner’s separate prior express written consent. Consent to receive marketing calls is not a condition of this Agreement.

13.4 TCPA Compliance. By opting into text or phone marketing communications, Listing Partner expressly consents, as required under the Telephone Consumer Protection Act (TCPA), to receive autodialed or prerecorded marketing calls and text messages from SuiteHop at the phone number provided. This consent is not required to maintain an active Listing Partner account. Message and data rates may apply. Message frequency varies based on account activity and preferences.

13.5 Opt-Out Instructions. Listing Partner may withdraw consent to any category of communications at any time, without affecting this Agreement or any pending Transaction, as follows: (a) Marketing emails: click “Unsubscribe” in any SuiteHop marketing email or contact preferences@suitehop.com; (b) Text messages: reply STOP to any SuiteHop text message. Reply HELP for assistance; (c) Phone communications: contact preferences@suitehop.com or notify your SuiteHop account representative. Opt-out requests are processed within ten (10) business days. Transactional messages required for active listings or pending Transactions may continue until resolved.

13.6 Communication Records. SuiteHop maintains records of communication consents and opt-outs as required by applicable law, including the TCPA. Listing Partner may request a record of their communication preferences by contacting privacy@suitehop.com.

13.7 Existing Contacts. Where SuiteHop has an established business relationship with a Listing Partner predating this Agreement, SuiteHop may contact Listing Partner regarding directly related platform matters under applicable exemptions. This Section governs all future consent for marketing and promotional outreach.

XIV. General Provisions

14.1 Entire Agreement. This SSA, together with the Terms and Conditions and Privacy Policy, constitutes the entire agreement between Listing Partner and SuiteHop with respect to Listing Partner’s use of the Platform.

14.2 Amendments. SuiteHop may amend this SSA upon thirty (30) days’ written notice. Listing Partner’s continued use of the Platform after the effective date constitutes acceptance.

14.3 Severability. Invalid or unenforceable provisions shall be modified to the minimum extent necessary, and the remaining provisions shall remain in effect.

14.4 No Waiver. Failure to enforce any provision shall not constitute a waiver.

14.5 Assignment. Listing Partner may not assign this SSA without SuiteHop’s written consent. SuiteHop may assign this SSA in connection with a merger or acquisition.

14.6 Contact. Listing Partner support: listingpartners@suitehop.com. Legal: legal@suitehop.com. Address: 1500 N Grant St #4687, Denver, CO 80203.

14.7 Survival. Sections VIII, XI, XII, XIII, and XIV.3 through XIV.5 survive termination of this SSA. Communication consent records maintained under Section XIII shall be retained for the period required by applicable law, including the TCPA.