Last Updated: 07/15/26
This CellarPass Service Agreement (the “Agreement”) governs the Business’s subscription to and use of the CellarPass Enterprise Plan (Plan) and related Services provided by CellarPass, Inc. (“CellarPass,” “we,” “us,” or “our”).
For purposes of this Agreement, “Business,” “you,” or “your” means the business, organization, winery, tasting room, restaurant, hospitality provider, event organizer, venue, merchant, or other entity subscribing to or using the Services and any person authorized to access or use the Services on its behalf.
The Plan includes access to CellarPass reservation-management functionality and CellarPass Ticketing Services, together with applicable guest-management, payment, communications, reporting, account-management, and related functionality.
This Agreement incorporates the CellarPass Terms of Service, Acceptable Use Policy, Privacy Policy, Ticket Purchase Policy, and other policies expressly incorporated by those agreements (collectively, the “CellarPass Policies”).
Certain provisions of the CellarPass Policies are restated in this Agreement for convenience, clarity, and emphasis. The inclusion or omission of a provision from this Agreement does not limit the applicability of the CellarPass Policies except where this Agreement expressly provides otherwise.
Capitalized terms not defined in this Agreement have the meanings provided in the CellarPass Terms of Service.
By creating or activating a CellarPass Business account, initiating a subscription, selecting or accepting the PRO Annual Plan, or accessing or using the Services, the Business acknowledges that it has reviewed and agrees to be bound by this Agreement and the CellarPass Policies.
The individual who initiates a subscription, selects or accepts Services, authorizes a change in Services, or accesses or uses the Services on behalf of a Business represents and warrants that the individual has authority to act on behalf of and bind the Business.
Each time an Authorized User accesses or uses the Services on behalf of the Business, the Business reaffirms its agreement to the then-applicable terms governing its use of the Services.
Electronic acceptance and authorization have the same force and effect as acceptance by handwritten signature to the fullest extent permitted by applicable law.
CellarPass maintains electronic business records relating to subscriptions, Service Plan selections, account activity, and authorized changes to Services. Such records may include subscription initiation records, RSVP Plan and TIX Plan selections associated with the Business account, Authorized User information, account notes, written authorizations, support records, and other records maintained by CellarPass in the ordinary course of business.
The Business acknowledges that such records, individually or collectively, may be used to establish the Business’s selection, authorization, acceptance, modification, and use of applicable Services and Service Plans.
Under the Plan, CellarPass provides the Business access to reservation-management, guest-management, ticketing, event-management, reporting, and related technology made available under the Plan (collectively, the “Services”).
CellarPass may modify, improve, replace, or discontinue particular features in accordance with this Agreement and the CellarPass Policies.
The Plan requires a twelve (12) month service term (the “Service Term”).
The initial Service Term begins on the [[activation date]] and continues for twelve (12) months.
The Business’s contractual commitment is for the entire twelve-month Service Term regardless of whether the Business elects to pay the subscription fee in a single annual payment or in twelve monthly installments.
Discontinuing use of the Services, reducing transaction activity, removing Authorized Users, or otherwise ceasing to use some or all of the Services does not terminate the Service Term or relieve the Business of payment obligations for the remainder of that Service Term.
The Business agrees to pay the subscription fee applicable to the Plan.
The subscription fee may be paid either:
· in one lump-sum payment for the entire twelve-month Service Term; or
· in twelve (12) monthly installments.
Unless the Business elects annual lump-sum billing, the subscription fee will be billed in twelve monthly installments.
Monthly installment billing is a payment accommodation only and does not create a month-to-month subscription or reduce the Business’s twelve-month contractual commitment.
The Business authorizes CellarPass to charge the payment method maintained on file for subscription fees and other amounts properly due under this Agreement.
The Business may view applicable subscription and billing information through the Business account.
Unless otherwise expressly stated or required by applicable law, subscription fees and installments already paid are non-refundable.
The Plan automatically renews for successive twelve (12) month Service Terms unless CellarPass receives timely notice of non-renewal in accordance with this Section.
The Business must provide notice of non-renewal no later than sixty (60) days before the end of the then-current Service Term.
Notice of non-renewal must be submitted or authorized by an Authorized User with Admin-level access to the Business account in writing.
Notice submitted by an individual who does not have Admin-level authorization for the Business account will not constitute valid notice of non-renewal.
If proper notice of non-renewal is not received, the Plan will renew for an additional twelve-month Service Term.
The renewed Service Term begins immediately after expiration of the then-current Service Term.
Unless otherwise stated, a renewal will be subject to the applicable pricing and terms in effect for the renewal period.
The Plan is a twelve-month commitment and may not be terminated for convenience before the end of the applicable Service Term.
If the Business discontinues use of the Services, requests cancellation, or otherwise seeks to terminate the Plan before the Service Term ends, the Business remains responsible for the unpaid balance of subscription fees for the remainder of the Service Term.
If the Business is paying the annual subscription fee in monthly installments, CellarPass may accelerate the remaining unpaid installments and charge the outstanding balance to the Business’s authorized payment method or invoice the Business for the amount due.
Termination, expiration, or non-renewal does not affect any transaction, reservation, event, ticket sale, refund, chargeback, payout, reserve, Instant Payout, repayment obligation, tax, fee, or other liability or obligation arising before termination or otherwise surviving under this Agreement.
The Business must maintain a valid payment method as required to use the Services.
By providing a payment method, the Business represents and warrants that:
1. it is authorized to provide and use the payment method;
2. the payment information provided is accurate and current;
3. use of the payment method does not violate applicable law or applicable payment terms; and
4. sufficient funds or credit will be available to satisfy authorized charges.
The Business authorizes CellarPass and its payment service providers to charge amounts properly due under this Agreement.
If a payment is declined, reversed, overdue, or otherwise not received, CellarPass may restrict or suspend Services.
Failure to pay amounts due does not eliminate the Business’s financial obligations under this Agreement.
8. BUSINESS ACCOUNT AND SECURITY RESPONSIBILITIES
The Business is responsible for all activity conducted through its account and by its owners, administrators, employees, contractors, representatives, and other Authorized Users.
The Business must:
· provide accurate and current account information;
· assign access only to persons with a legitimate business need;
· issue unique credentials to Authorized Users;
· prohibit unauthorized credential sharing;
· establish appropriate access permissions;
· promptly remove access when no longer required; and
· notify CellarPass promptly of suspected unauthorized account access.
CellarPass may require identity verification, multifactor authentication, updated credentials, or other reasonable security measures.
9. BUSINESS RESPONSIBILITY FOR RESERVATIONS AND EXPERIENCES
The Business is solely responsible for all reservation-based Offerings made available through the Services.
The Business is responsible for:
· availability and capacity;
· Offering descriptions;
· pricing;
· deposits and prepaid amounts;
· reservation restrictions;
· cancellation policies;
· no-show policies;
· fulfillment;
· staffing;
· accessibility;
· health and safety;
· alcohol and food service laws and compliance;
· required licenses and permits;
· Consumer communications;
· customer service; and
· compliance with applicable law.
The Business agrees to honor confirmed reservations except where cancellation, modification, refusal, or nonperformance is permitted by the Business’s disclosed policies, this Agreement, or applicable law.
The Business is responsible for ensuring that availability and capacity presented through the Services accurately reflect inventory or capacity it has authorized CellarPass to offer.
The Business acknowledges that CellarPass provides technology and transaction-related services and is not the producer, owner, operator, promoter, host, venue, or provider of the Business’s events unless CellarPass expressly states otherwise.
The Business is solely responsible for its events and other ticketed Offerings, including:
· event descriptions;
· dates and times;
· venue information;
· capacity and ticket inventory;
· ticket pricing;
· admission requirements;
· fulfillment;
· staffing;
· venue operations;
· accessibility;
· safety and security;
· alcohol and food service;
· permits and licensing;
· taxes;
· performers, vendors, and contractors;
· cancellations, postponements, relocations, and material changes;
· customer service; and
· compliance with applicable law.
The Business must honor valid tickets and registrations issued through the Services except where cancellation or refusal of admission is permitted by disclosed event terms or applicable law.
The Business is responsible for ensuring that all listings, descriptions, photographs, schedules, pricing, capacity, restrictions, policies, and other information submitted through the Services are accurate, lawful, and not misleading.
The Business represents and warrants that it owns or has the necessary rights to provide all content submitted to CellarPass.
The Business grants CellarPass a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, reproduce, display, distribute, format, transmit, modify, and otherwise use such content as reasonably necessary to operate, provide, market, improve, and promote the Services and applicable Offerings.
The Business also authorizes CellarPass to use its business name, trade names, trademarks, service marks, and logos to:
· identify the Business as a current or former CellarPass customer;
· identify and promote Offerings available through CellarPass;
· display the Business within CellarPass websites and applications; and
· identify CellarPass customers in customer lists, sales presentations, promotional materials, marketing communications, case studies, and similar materials.
Any goodwill arising from CellarPass’s use of the Business’s trademarks will inure to the benefit of the Business.
The Business agrees to comply with the CellarPass Acceptable Use Policy.
Without limiting that policy, the Business may not use the Services to:
· engage in unlawful, fraudulent, deceptive, abusive, or misleading activity;
· offer fictitious or unauthorized Offerings;
· infringe intellectual-property or privacy rights;
· compromise the security of the Services;
· use unauthorized scraping, crawling, automated access, or data-harvesting technology;
· engage in prohibited payment or transaction activity;
· evade Card Network requirements;
· conduct unlawful gambling, lotteries, raffles, sweepstakes, or regulated activity;
· harass, threaten, discriminate against, or unlawfully harm another person;
· misrepresent the Business’s identity or authority; or
· facilitate another person’s violation of CellarPass Policies.
The Business may not use CellarPass-generated Consumer relationships, listings, communications tools, reservation pages, event pages, or transaction flows for the primary purpose of avoiding fees properly owed to CellarPass.
Without limiting the foregoing, the Business may not direct a Consumer who has initiated or is attempting to initiate substantially the same reservation or ticket transaction through CellarPass to another transactional system for the purpose of avoiding CellarPass fees.
CellarPass’ preferred payment processing partner is Stripe Payments. However, CellarPass may make available one or more payment-processing arrangement for an additional fee.
The Business authorizes CellarPass and Stripe payment processor to:
· collect transaction amounts from Consumers;
· process authorizations and settlements;
· process refunds, reversals, and adjustments;
· deduct applicable fees, refunds, chargebacks, reserves, taxes, and other authorized amounts;
· delay settlement where reasonably necessary to manage transaction or repayment risk;
· remit net amounts payable to the Business; and
· recover amounts owed to CellarPass.
Where transactions are processed through a payment account controlled directly by the Business, the Business assumes responsibility for transaction funds and obligations to the applicable payment processor except as otherwise expressly provided.
Payment processors and financial institutions may impose processing fees that are not refunded when transactions are refunded, canceled, disputed, voided, or reversed.
Unless prohibited by law or expressly agreed otherwise, the Business bears those costs.
Ticket proceeds associated with an event remain conditional until the event has occurred and the applicable transactions have been finally settled.
Ticket proceeds remain subject to:
· refunds;
· reversals;
· disputes;
· chargebacks;
· reserves;
· service fees;
· processing fees;
· taxes;
· offsets;
· fraud adjustments; and
· other amounts owed to CellarPass.
Ticket proceeds are ordinarily scheduled for payout as a single lump-sum payment five (5) business days after the applicable event’s end date, subject to the deductions, reserves, offsets, withholding rights, and other adjustments described in this Agreement.
The availability or payment of ticket proceeds before completion of an event does not constitute a determination that those amounts have been finally earned.
16. TICKETING PAYOUTS, RESERVES, AND WITHHOLDING
CellarPass facilitates the collection or settlement of ticket proceeds (unless Business has elected to utilize their connected Stripe Payments account) the standard payout schedule is a single lump-sum payment issued five (5) business days after the applicable event’s end date, subject to the terms of this Agreement.
Ticketing transactions are subject to the fees and payment terms applicable to CellarPass Ticketing Services. Ticketing service fees can be viewed at www.cellarpass.com, through the admin ticket fee preview features, or by contacting your account manager.
The standard payout will consist of amounts otherwise payable to the Business for the applicable event after deduction or adjustment for applicable:
· refunds;
· reversals;
· chargebacks;
· payment disputes;
· service fees;
· processing fees;
· convenience fees;
· taxes;
· reserves;
· offsets;
· Instant Payouts;
· repayment obligations; and
· other amounts owed to CellarPass.
Payout timing is measured from the event end date reflected in the Services. The Business is responsible for maintaining accurate event dates and promptly updating CellarPass if an event is postponed, extended, rescheduled, or otherwise materially changed.
The availability or issuance of a scheduled payout does not mean that underlying transactions are no longer subject to later refund, reversal, dispute, chargeback, offset, reserve, or other adjustment.
CellarPass may delay, withhold, reduce, or offset a payout where reasonably necessary based on circumstances including, but not limited to:
· event cancellation, postponement, or material modification;
· unresolved refund obligations;
· payment disputes or chargebacks;
· suspected fraud or unauthorized transactions;
· Consumer complaints;
· unusual or elevated transaction activity;
· financial, settlement, or repayment risk;
· amounts owed to CellarPass;
· payment-network or payment-processor requirements;
· legal or regulatory requirements; or
· other circumstances reasonably affecting settlement risk.
CellarPass may also establish reserves, rolling reserves, delayed settlements, transaction limits, or other reasonable risk controls .
CellarPass may withhold, delay, reduce, or offset amounts otherwise payable to the Business where reasonably necessary to satisfy refunds, reversals, chargebacks, reserves, fees, taxes, repayment obligations, or other amounts owed to CellarPass.
For Businesses that require access to ticket funds before the standard payout schedule, CellarPass provides the option to use a connected Stripe Payments for processing ticket transactions. This option requires the Business obtain a Stripe Payments account and connect it to their CellarPass business account. Once connected, the Business will receive virtually immediate access to ticket sales funds as they occur. Alternatively, Business may request approval to receive a Instant Payout.
Where CellarPass facilitates collection or settlement of transaction funds, CellarPass may issue Instant Payouts available to an eligible Business on a case-by-case basis and in CellarPass’s sole discretion.
An “Instant Payout” means an advance of amounts associated with an Offering that CellarPass pays to a Business before those amounts would otherwise become payable under CellarPass’s standard payout schedule.
Eligibility is not guaranteed and will take a minimum of 7 business days to complete the eligibility review.
As a condition of receiving Instant Payouts, CellarPass may require financial, ownership, operational, or other documentation, including, but not limited to:
· bank statements;
· financial statements;
· business-entity documentation;
· insurance information;
· tax documentation; and
· where required, a personal guaranty or other repayment assurance acceptable to CellarPass.
· an Instant Payout may not exceed fifty percent (50%) of the then-available funds associated with the applicable Offering; and
· aggregate outstanding Instant Payouts may not exceed fifty thousand U.S. dollars (US $50,000).
Each Instant Payout is subject to a convenience fee equal to three and one-half percent (3.5%) of the requested amount.
The convenience fee will be deducted from the amount otherwise disbursed and is non-refundable.
An Instant Payout is an advance only and does not constitute a determination that the underlying funds have been finally earned.
If amounts advanced exceed amounts ultimately payable to the Business, the Business must promptly repay the deficiency upon request.
The Business authorizes CellarPass to recover such amounts through current or future payouts, reserves, other funds held for the Business, an authorized payment method, invoice, or another lawful collection method.
18. EVENT CANCELLATION, POSTPONEMENT, MATERIAL CHANGES, AND MASS REFUNDS
The Business is solely responsible for event cancellation, postponement, relocation, material modification, or nonperformance.
The Business must promptly update event information and communicate cancellations, postponements, relocations, or other material changes to affected Consumers.
The Business is financially responsible for refunds, credits, chargebacks, and related costs arising from the cancellation, postponement, relocation, material modification, or nonperformance of its events.
If the Business refunds all or a majority of ticket transactions associated with an Offering, whether because the Offering is canceled, postponed, relocated, materially modified, or for any other reason, the Business is responsible for all CellarPass service fees and all credit card and payment-processing fees incurred in connection with the original ticket transactions and any associated refunds. When an Offering is cancelled, consumers will receive a FULL refund of their original transaction regardless of the fee handling setting selected by Business.
Such fees are non-refundable to the Business except where required by applicable law and may be deducted from amounts otherwise payable to the Business or charged or invoiced to the Business.
The Business’s responsibility for such fees applies regardless of whether the underlying ticket proceeds have been paid to the Business, remain in CellarPass’s possession, or are refunded from funds otherwise payable to the Business.
If CellarPass has already paid or advanced transaction funds associated with an event that is subsequently canceled, postponed, relocated, materially modified, or substantially refunded, the Business remains responsible for repaying all amounts necessary to satisfy applicable refunds, reversals, chargebacks, CellarPass service fees, payment-processing fees, and other amounts due under this Agreement.
CellarPass may deduct or offset such amounts from ticket proceeds, reserves, current or future payouts, an authorized payment method, or other amounts held for or owed to the Business.
If available funds are insufficient, the Business must promptly pay the outstanding balance upon request or invoice.
19. RESERVATION CANCELLATIONS, NO-SHOWS, AND REFUNDS
The Business is responsible for establishing and clearly communicating its reservation cancellation, no-show, deposit, prepayment, and refund policies.
The Business is responsible for ensuring that such policies comply with applicable law.
Where the Business charges a Consumer a cancellation or no-show amount through the Services, the Business is responsible for the legitimacy and application of that charge.
CellarPass may process refunds or other adjustments in accordance with Business instructions, applicable Consumer policies, applicable law, payment-network requirements, processor requirements, or the CellarPass Policies.
Processing fees previously incurred remain payable even where the underlying reservation payment is subsequently refunded.
The Business is responsible for establishing and clearly disclosing its ticket refund and cancellation policy. The default refund setting in CellarPass is NO REFUNDS which will be the published policy for the Offering, unless the Business manually changes the refund policy in the Offering’s settings.
The Business’s ticketing policies must comply with:
· applicable law;
· the CellarPass Ticket Purchase Policy;
· Card Network requirements;
· payment-processor requirements; and
· the CellarPass Policies.
CellarPass may issue or require a refund where reasonably necessary to:
· implement the Business’s stated refund policy;
· respond to event cancellation or material nonperformance;
· comply with applicable law;
· comply with Card Network or processor requirements;
· address suspected fraud or unauthorized transactions;
· correct transaction or processing errors;
· mitigate reasonably anticipated chargeback exposure; or
· protect Consumers or the integrity of the Services.
Consumers may receive a full or partial refund of their original transaction, depending on the fee handling setting selected for the Offering by the Business.
If transaction funds have already been paid or advanced to the Business, the Business owes the refunded amount and associated recoverable costs to CellarPass. Business has 4 business days after the Offering’s end date in which to process any necessary sales or refunds. Absolutely NO REFUNDS may be issued against an Offering once the final payout has been issued.
The Business bears financial responsibility for chargebacks, payment disputes, reversals, retrieval requests, and related fees arising from transactions associated with its Offerings except to the extent directly caused by CellarPass’s own processing error.
This obligation survives Offering completion, event cancellation, payout, plan changes, expiration, and termination of this Agreement.
The Business authorizes CellarPass to recover such amounts by deduction, offset, reserve, charge to an authorized payment method, invoice, or another lawful method.
The Business agrees to reasonably cooperate in responding to disputes and provide supporting documentation requested by CellarPass.
22. TAXES
The Business is responsible for determining and satisfying all taxes, assessments, duties, fees, and governmental charges applicable to its Offerings and business activities, except to the extent CellarPass is expressly required by law to calculate, collect, report, withhold, or remit a particular tax.
Except where CellarPass is required by law to remit taxes directly, amounts identified as sales or similar taxes collected on behalf of the Business will be included with other transaction funds settled to the Business.
The Business is solely responsible for reporting and remitting such amounts and preparing required returns, registrations, forms, and documentation.
Each U.S. Business required to provide tax information must maintain complete, accurate, and current tax documentation, including an IRS Form W-9 where applicable.
CellarPass may delay or withhold payments where required by law or where required tax documentation has not been provided.
Nothing provided by CellarPass constitutes legal, accounting, or tax advice.
The Business is solely responsible for obtaining and maintaining all permits, licenses, registrations, insurance, approvals, and authorizations required for its operations and Offerings.
The Business is responsible for compliance with applicable laws including, but not limited to:
· reservation and ticketing laws;
· consumer-protection laws;
· accessibility laws;
· alcohol laws;
· food-service regulations;
· health and safety requirements;
· advertising and marketing laws;
· privacy laws;
· employment laws;
· tax laws; and
· other governmental requirements.
Where an Offering involves alcoholic beverages or other age-restricted products or activities, the Business is solely responsible for determining whether each Consumer satisfies applicable legal requirements.
The Business is responsible for required licenses, age verification, identification requirements, responsible service, refusing service where appropriate, and compliance with applicable alcohol laws.
CellarPass may provide tools allowing the Business to communicate with Consumers by email, SMS, or other methods.
The Business is responsible for communications it initiates or directs through those tools and for complying with applicable email, SMS, telephone, privacy, consent, and opt-out requirements.
CellarPass may separately send transactional communications necessary to administer reservations, tickets, transactions, Offerings, accounts, refunds, or security issues.
The Business agrees to comply with the CellarPass Privacy Policy and applicable privacy law.
The Business may receive or access Consumer Personal Information through the Services.
The Business may use such information only for lawful purposes associated with its Consumer relationships, Offerings, and legitimate business activities.
The Business is independently responsible for Personal Information it exports, downloads, stores outside CellarPass, imports from external sources, shares with third parties, or independently processes.
27. CONFIDENTIALITY
Each party may receive non-public information of the other party that reasonably should be understood to be confidential (“Confidential Information”).
The receiving party will use Confidential Information only as necessary in connection with the Services, restrict access to persons with a legitimate need to know, use reasonable care to protect it, and not disclose it except as permitted by this Agreement or required by law.
These obligations survive termination.
The Services and all software, technology, interfaces, databases, functionality, documentation, text, graphics, trademarks, designs, and other materials provided by CellarPass or its licensors (“CellarPass Content”) are owned by or licensed to CellarPass.
Subject to this Agreement, CellarPass grants the Business a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for intended business purposes.
The Business may not copy, resell, redistribute, reverse engineer, create unauthorized derivative works from, or otherwise exploit CellarPass Content except as expressly permitted.
The Services may integrate with or rely on payment processors, communications services, point-of-sale systems, CRM platforms, winery systems, analytics providers, and other third-party products or services.
Third-party services are governed by their own terms and policies.
CellarPass does not control and is not responsible for the availability, security, functionality, acts, or omissions of third-party services.
CellarPass may update, modify, maintain, or replace portions of the Services.
CellarPass does not guarantee uninterrupted or error-free operation.
Temporary interruptions, maintenance, Internet failures, third-party outages, telecommunications failures, payment-network disruptions, cyberattacks by third parties, and circumstances beyond CellarPass’s reasonable control do not constitute a breach of this Agreement.
CellarPass may restrict, suspend, or terminate Services where the Business:
· materially breaches this Agreement or a CellarPass Policy;
· fails to pay amounts due;
· presents material fraud, security, financial, legal, regulatory, or reputational risk;
· generates excessive chargebacks, disputes, refund exposure, or Consumer complaints;
· uses the Services unlawfully;
· misrepresents its identity, Offerings, transactions, or business activities;
· fails to provide information reasonably requested for payment, risk, tax, compliance, or security purposes; or
· creates circumstances in which continued access would expose CellarPass or others to material risk.
Where commercially reasonable, CellarPass may provide notice and an opportunity to cure.
CellarPass may act immediately where necessary to address fraud, unlawful activity, security threats, material financial exposure, payment-network requirements, or Consumer harm.
32. INDEMNIFICATION
To the fullest extent permitted by law, the Business will defend, indemnify, and hold harmless CellarPass, its affiliates, and their respective officers, directors, employees, agents, representatives, successors, and assigns from third-party claims, demands, actions, proceedings, investigations, damages, losses, liabilities, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:
· the Business’s events or Offerings;
· the Business’s acts or omissions;
· death, injury, illness, property damage, or other harm connected with an event;
· Business Content;
· infringement or alleged infringement caused by materials supplied by the Business;
· violation of applicable law by the Business;
· ticketing, refund, cancellation, tax, alcohol-service, licensing, accessibility, privacy, advertising, employment, or consumer-protection obligations of the Business;
· disputes between the Business and Consumers;
· acts or omissions of Business employees, contractors, venues, vendors, or agents; or
· material breach of this Agreement.
CellarPass will provide reasonable notice of an indemnified claim.
The Business may not settle an indemnified claim in a manner that imposes liability, an admission, or non-monetary obligations on CellarPass without CellarPass’s written consent.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, CELLARPASS CONTENT, AND RELATED TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
CELLARPASS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
CELLARPASS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR THAT ANY OFFERING WILL ACHIEVE A PARTICULAR LEVEL OF BOOKINGS, SALES, ATTENDANCE, OR REVENUE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLARPASS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR ANTICIPATED SAVINGS ARISING FROM OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CELLARPASS WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF CONSUMERS, PAYMENT PROCESSORS, FINANCIAL INSTITUTIONS, VENUES, VENDORS, CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, OR OTHER THIRD PARTIES.
EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, CELLARPASS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BUSINESS’S USE OF THE SERVICES WILL NOT EXCEED: $50.00
The parties acknowledge that the fees payable under this Agreement reflect this allocation of risk.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and CellarPass or CellarPass’ employees, agents, successors, or assigns, shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and CellarPass must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR CELLARPASS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, CellarPass will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) CellarPass also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator shall honor claims of privilege and privacy recognized at law; (f) the arbitration shall be confidential, and neither you nor company may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by Applicable Law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
Notwithstanding the foregoing, either You or CellarPass may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in San Francisco County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither You nor CellarPass shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in San Francisco County, California.
For more information on AAA, its Procedures and Rules, and how you can file an arbitration claim, visit their website at http://www.adr.org.
Except to the extent otherwise required by applicable law or an approved dispute-resolution provision, these Terms are governed by the laws of the State of California without regard to conflict-of-law principles.
Except where otherwise required by applicable law or the approved arbitration provision, this Agreement is governed by the laws of the State of California without regard to conflict-of-law principles.
To the extent permitted by applicable law and the approved dispute-resolution provision, the prevailing party in a dispute arising under this Agreement may recover reasonable attorneys’ fees and costs where expressly authorized.
The Business may request a change to its RSVP Plan, TIX Plan, or other Service Plan in accordance with CellarPass’s then-current procedures.
A change that results in a different Service Plan or materially different commercial terms requires authorization by the Business and acceptance of the terms applicable to the new or modified plan.
Upon the effective date of an approved Service Plan change, the Service Agreement associated with the new Service Plan will replace the previous Service Agreement displayed in the Business account profile and will govern continued use of applicable Services from that effective date forward.
Replacement of a Service Agreement does not eliminate rights, fees, liabilities, payment obligations, chargebacks, refunds, repayment obligations, or other matters accrued before replacement became effective.
CellarPass may update this Agreement from time to time in accordance with applicable law.
Material changes may be communicated through the Services, Business account, email, or another reasonable method.
CellarPass may require affirmative acceptance of an updated Agreement before continued use of the Services.
Where affirmative reacceptance is not required, continued access to or use of the Services after updated terms become effective constitutes acceptance to the extent permitted by applicable law.
40. NOTICES
Routine account, billing, operational, and service notices may be delivered electronically through email, the Business account, the Services, or another electronic method associated with the account.
The Business is responsible for maintaining accurate contact information.
Formal legal notices to CellarPass must be sent to:
CellarPass, Inc.
Attn: Legal
50 California Street #1500
San Francisco, CA 94111
LEGAL@CELLARPASS.COM
41. ASSIGNMENT
The Business may not assign, transfer, delegate, or sublicense this Agreement or its account without CellarPass’s prior written consent.
CellarPass may assign or transfer this Agreement in connection with a merger, acquisition, financing, reorganization, change of control, sale of assets, or transfer of all or substantially all of the business or assets to which this Agreement relates.
42. SEVERABILITY
If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.
43. WAIVER
A failure or delay in enforcing a provision of this Agreement does not waive the right to enforce that provision or any other provision later.
A waiver is effective only if expressly made by an authorized party.
CellarPass will not be liable for delay, interruption, or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, epidemic or pandemic, war or terrorism, civil unrest, labor disputes, governmental action, utility failures, Internet or telecommunications outages, payment-network disruptions, cyberattacks by third parties, or failures of third-party infrastructure.
This Section does not excuse monetary obligations that accrued before the applicable event.
This Agreement, together with the CellarPass Terms of Service, Acceptable Use Policy, Privacy Policy, Ticket Purchase Policy where applicable, and other policies expressly incorporated by reference, constitutes the agreement between CellarPass and the Business concerning the Plan.
If these documents conflict, the following order of precedence applies unless expressly stated otherwise:
1. this Service Agreement;
2. the CellarPass Terms of Service;
3. the CellarPass Acceptable Use Policy; and
4. other policies expressly incorporated by reference.
The fact that a provision from the CellarPass Terms of Service is not repeated in this Agreement does not make that provision inapplicable.
No oral representation modifies this Agreement.
46. SURVIVAL
Provisions concerning accrued subscription fees and payment obligations, refunds, chargebacks, Instant Payout repayment, taxes, confidentiality, intellectual property, indemnification, warranty disclaimers, limitations of liability, dispute resolution, governing law, and other provisions that by their nature should survive will survive expiration, replacement, or termination of this Agreement.
47. TRAINING, IMPLEMENTATION, AND ADDITIONAL SERVICES
Standard setup, configuration assistance, and training included with the Plan will generally be provided remotely.
The Business may request onsite training, implementation, consulting, event support, equipment, or other additional Services where available.
Additional Services may be subject to additional fees and separate terms.
Where authorized travel is required at the Business’s request, the Business will reimburse CellarPass for reasonable travel and related expenses unless otherwise agreed.
Questions regarding the Business account or Services may be submitted through CellarPass’s current customer-support channels.
CellarPass Support:
https://cellarpasssupport.zendesk.com/
SUPPORT@CELLARPASS.COM
Formal legal notices must be submitted in accordance with Section 40.
Plan Name: Enterprise
Services: CellarPass Reservation Services and full CellarPass Ticketing Services.
Service Term: Twelve (12) months.
Subscription Billing: Annual subscription commitment payable either in one lump-sum annual payment or twelve (12) monthly installments. Monthly billing does not create a month-to-month subscription.
Automatic Renewal: Renews for successive twelve-month Service Terms unless notice of non-renewal is received at least 60 (sixty) days prior to current term end date.
Non-Renewal Notice: Must be received no later than sixty (60) days before the end of the then-current Service Term and must be submitted or authorized by an Admin-level Authorized User associated with the Business account.
Renewal Processing: Renewal is processed sixty (60) days before the end of the then-current Service Term. The new Service Term begins after the current Service Term expires.
Early Termination: The Business remains responsible for the unpaid subscription balance for the remainder of the applicable twelve-month Service Term.
Ticketing: Ticketing transactions and Services remain subject to the Ticketing-specific fees, payout, refund, chargeback, reserve, Instant Payout, and other provisions of this Agreement.
Agreement Activated On: [[activation date]]
Agreement Initiated and Accepted By: [[Contact First Name]] [[Contact Last Name]], [[Contact Email]]
END OF SERVICE AGREEMENT