CellarPass Enterprise Plan Service Agreement

This USER Service Agreement (the "Agreement") and the policies referred to herein contain the complete terms and conditions that apply to your use of the reservation and ticketing services being offered with respect to guest management technology (the "Services") at web sites and apps owned and operated solely by CellarPass (collectively, the "CellarPass Site"). As used in this Agreement, "CellarPass" refers to CellarPass, Inc., and "USER" or "you" refers to you. 

USE OF THE SERVICES AND THE CELLARPASS SITE CONSTITUTES KNOWING ACCEPTANCE AND ACKNOWLEDGEMENT OF THIS USER AGREEMENT AND CELLARPASS PRIVACY POLICY (COLLECTIVELY, THE "CELLARPASS POLICIES").

1. DESCRIPTION OF SERVICES
   CellarPass will provide to User the following services (collectively, the “Services”) Use of CellarPass providing User access and full usage of online reservations and User account management based on the selected subscription plan.
   
   
2. TERM
   Twelve (12) months. Subscription will automatically renew for the same term length at the end of the current term.  At User’s choosing, service may be terminated by written notice received by CellarPass at least ninety (90) days prior to renewal date. 
   
   
3. ENTIRE AGREEMENT
   This Agreement contains the entire agreement of the parties, and there are no other promises, guarantees or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. The Agreement supersedes any prior written, oral or implied agreement between the parties.
   
   
4. PAYMENT FOR SERVICES
   In exchange for the Services, User will pay CellarPass according to the Fee Schedule. All monies are in $USD and due upon receipt. All fees will be reconciled on a monthly basis and charged via a single credit card transaction by the 5^th of the month. 

   As a courtesy, CellarPass will email a receipt to the email address associated with your Account upon completion of a transaction using the Payment Services. You may save and print copies of these receipts, as CellarPass does not provide a printed copy.

   
   
5. ACCOUNT LOCK OUT
   Access to your account will be automatically locked out if your payment fails and the credit card on file has not been able to be successfully charged after 45 days. Full payment is required to bring your account current before account can be unlocked.
   
   
6. PAYMENT CARD INFORMATION 
   In order to use the Services, you must provide account information for at least one valid credit card through the CellarPass Application. You may manage credit card account information you have provided from time to time directly through the CellarPass Application. To help protect credit card and personal data, CellarPass follows the payment industry-recommended security and privacy guidelines and is committed to maintaining Payment Card Industry Data Security Standards (PCI DSS). A copy of the current certification of compliance is available in the CellarPass Application.

   By providing credit card account information through or to the CellarPass Application, you represent, warrant, and covenant that: (1) you are legally authorized to provide such information to us; (2) you are legally authorized to perform payments from credit card account(s); and (3) such action does not violate the terms and conditions applicable to your use of such debit or credit card account(s) or applicable law. When you authorize a payment using a debit or credit card account via the CellarPass Application, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the supplied credit card account. Payments not received by the due date, including declined payments are subject to late fees and/or account suspension or termination if account is not brought current within (15) fifteen days.
   
   To confirm that the payment card information you have provided directly through the CellarPass Application is valid, we will place a temporary $1.00 authorization hold on your credit card at the time you provide your payment card information through the CellarPass Application. After we verify that your payment card information is accurate, usually within a few days, the $1.00 hold will be removed. In no event will your payment card actually be charged for this $1.00 authorization. 

   To the extent permitted by applicable law and subject to our privacy policy (https://www.cellarpass.com/business/privacy-policy), you acknowledge and agree that we may use certain third-party vendors and service providers at our sole discretion to process payments, manage credit card information and to detect and prevent fraud.

7. DATA PROTECTION & SECURITY POLICY
   CellarPass is committed to safeguarding your information online. Therefore, CellarPass takes reasonable steps to help protect your information in an effort to prevent loss, misuse, unauthorized access, disclosure, alteration and destruction. CellarPass follows industry security policies and requires User to issue unique credentials for every employee, company representative or authorized third-party agent that is required to utilize the Services. Access to the Services should be limited to only those individuals and systems that require it. Sharing of User login credentials is strictly prohibited. CellarPass recommends that User and any device that connects to the Services has a virus protection system installed and virus definition updates are kept current. CellarPass will notify User immediately if it discovers any security breach with respect to any confidential information or other data, and CellarPass will cooperate with Customer to mitigate the effects of and remedy such security breach.

8. CONFIDENTIALITY
   CellarPass and User, and its employees, agents or representatives will not at any time or in any manner, either directly or indirectly, use, divulge, disclose or communicate in any manner, any information that is proprietary or deemed confidential to CellarPass or User. Both parties agree to protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Upon written request, CellarPass or User will destroy or return to the requesting party all documents provided to the other party during the term of the Agreement. In the event that either party is required by law to disclose any confidential information, it will give the other party reasonable advance notice to seek confidential treatment or otherwise protect the confidential information.

9. SEVERABILITY
   If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

10. AMENDMENT
    This Agreement may be modified in whole or in part in writing, if the writing is signed by both parties obligated under this agreement.

11. NOTICE
    Any notice or communication required or permitted under this Agreement shall be sufficiently given if declared in person or by certified mail, return receipt requested, to the address of the recipient.

12. ASSIGNMENT
    Neither party may assign or transfer this Agreement without prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

13. INTELLECTUAL PROPERTY AND GRANT OF RIGHTS TO USER
    The materials and services provided for and depicted on the CellarPass Site are protected by copyright, trademark, patent and other intellectual property laws. All text, graphics, video, data or other content on the CellarPass Site ("CellarPass Content") is provided to USER by CellarPass for the sole purpose of using the Services. USER shall not copy, display, modify, create derivative works of, publish, or sell the CellarPass Content or any information, software, or services provided by CellarPass hereunder. The CellarPass Content may be modified from time to time by CellarPass in its sole discretion. Except as expressly set forth herein, no license is granted to USER for any other purpose, and any other use of the Services or the CellarPass Content by USER shall constitute a material breach of this Agreement. Nothing in this Agreement shall affect any rights of CellarPass or its licensors in the Services or CellarPass Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks of CellarPass or any third party is granted under this Agreement. Nothing in this Agreement shall affect any rights of CellarPass or its licensors in the Services or CellarPass Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks of CellarPass or any third party is granted under this Agreement.

14. REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
    At CellarPass’ invitation, if any, GUEST may submit reviews, comments, and ratings, send e-mails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Users and other third parties, so long as the content is not illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties or objectionable and does not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of "spam" or references to illegal activity, or malpractice. CellarPass reserves the right (but not the obligation) to remove or edit such content, but may not regularly review submitted content.

15. LINKING TO 3RD PARTY TRANSACTIONAL SYSTEMS
    User agrees to not utilize the CellarPass service to publish any content that may include links to 3rd party transactional systems or otherwise circumvent the CellarPass platform that are designed to facilitate bookings, event registrations or ticket purchases. Any links found will be immediately removed without notice. Continued violation will lead to immediate account termination.

16. ARBITRATION
    Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision with respect to this Agreement, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach of this Agreement shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in San Francisco, California, USA, and may be conducted by telephone and/or online. The arbitrator shall apply the laws of the State of California, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. 

17. INDEMNITY
    Each party ("Indemnifying Party") agrees and shall indemnify, defend and hold harmless the other party ("Indemnified Party"), and its members and managers from and against any and all claims, costs, losses, and damages (including but not limited to reimbursement of reasonable fees and charges of  attorneys and other professionals) incurred by the Indemnified Party arising out of, in connection with or relating to this Agreement, but only to the extent caused by the misconduct or any negligent act or omission of the Indemnifying Party. Each party shall comply with all federal, state, and local laws and regulations governing its business and the services provided under this Agreement.

18. LIABILITY LIMITATIONS
    IN NO EVENT SHALL CELLARPASS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES, THE CELLARPASS SITE OR THE CELLARPASS CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE CELLARPASS SITE FOR RESERVATIONS), OR (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUBSCRIBER IN CONNECTION WITH THE SERVICES. IN ADDITION, ALL USERS SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING GUESTS TO THE CELLARPASS SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES, THE CELLARPASS SITE OR THE CELLARPASS CONTENT. CELLARPASS IS NEITHER AN AGENT OF NOR IS CONNECTED WITH ANY AFFILIATED SUBSCRIBER IN WHICH A GUEST HAS MADE A RESERVATION. ASIDE FROM THE SERVICES PROVIDED ON THE CELLARPASS SITE. CELLARPASS IS NOT LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH A GUEST’S VISIT TO AN AFFILIATED SUBSCRIBER.

19.  DISCLAIMER OF WARRANTY 
    THE INFORMATION, PROGRAMS, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED ON THE CELLARPASS SITE, INCLUDING, WITHOUT LIMITATION, THE SERVICES AND THE CELLARPASS CONTENT, ARE PROVIDED TO USER ON AN 'AS IS' BASIS AND WITHOUT WARRANTY OF ANY KIND. CELLARPASS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, THE CELLARPASS SITE, THE CELLARPASS CONTENT AND RELATED MATERIALS PROVIDED HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING.

20.  GOVERNING LAW
    The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

21.  ATTORNEY FEES
    In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

22. TRAINING, SETUP & TRAVEL
    All configuration, setup and training is done remotely with training sessions conducted online. However, User may request and pay for onsite training, setup, and/or consulting. Travel Expenses are defined as the reasonable expenses incurred by CellarPass while performing this work, including, air and surface transportation, lodging, and meals, and other miscellaneous necessary expenses incurred while conducting authorized User business. 

23. CONTACTING CELLARPASS
    For questions about your CellarPass Subscriber account, please contact customer support at 855-423-4448. Technical Support is available online to all Users base on the subscription level for the account.  User may submit technical support requests by going to http://www.cellarpass.com/support. Our mailing address is located at CellarPass 50 California Street, Suite 1500 San Francisco, CA 94111.

24. BOOKING SOURCES
    

    -Backoffice Bookings (B/O) are reservations processed through the Admin Panel.

    -Widget Bookings (WGT) are reservations processed through your own website via the provided account specific direct booking widget.

    -Referral Bookings (REF) are reservations processed through CellarPass.com or any other network partner that has been enabled to accept reservations for your property. Affiliate Bookings (AFF) are reservations processed through the CellarPass marketing partner network.  

    -Concierge Bookings (CON) are reservations processed by hospitality professionals, concierges or other 3rd parties booking reservations on behalf of others.

    Incorrect Link or Missing Widget

    It is your responsibility to make sure the CellarPass widget is properly installed on your website on a publicly-available web page such as 'Visit Us', 'Contact Us'.Your account specific booking widget code options are available to you through the Admin Panel located under the Content menu section. Do not link to your property's profile on www.cellarpass.com as doing so will cause resulting reservations to be categorized and billed at the Referral rate. Communicate to all individuals who have access to editing your website that they must use the correct widget.

    No refunds or credits will be given for failure to properly install the provided direct booking widget. 

    Accounts are given a 30 days grace period starting from their sign-up date to install CellarPass widget on their company website. Failure to install the CellarPass booking widget will result in a monthly "missing widget" fee in the amount of $100.00 to be assessed until our system confirm the CellarPass Widget code has been placed accordingly on your website. Our system automatically verifies the installation of the widget on a daily basis. If you make any changes to your website design or service provider, we recommend that you contact us to make a note on your account.

25. ACCOUNT LOCK OUT
    Access to your account will be automatically locked out if your payment fails after 45 days. Full payment is required to bring your account current before account can be unlocked.

26. NOTIFY US OF INFRINGERS
    If you believe any of the Services violate your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this Section.

In order for us to take action, you must do the following in your notice:

• (a) Provide your physical or electronic signature;
• (b) Identify the copyrighted work that you believe is being infringed;
• (c) Identify the item that you think is infringing your work and include sufficient information about where the material is located so that we can find it;
• (d) Provide us with a way to contact you, such as your address, telephone number, or email;
• (e) Provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used in connection with the Services; and
• (f) Provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury) you are authorized to act on behalf of the copyright owner whose work is being infringed.

Here is the contact information for our copyright agent:

Copyright Infringement Notification

CellarPass, Inc
50 California Street
Suite 1500
San Francisco, CA 9411

copyright@cellarpass.com

We cannot take action unless you give us all the required information as set forth above. 

Merchant & Event Organizer Terms of Service

Welcome to CellarPass. CellarPass enables people to plan, promote, and sell tickets to their events.

1.     ACCEPTANCE OF TERMS.

1.1 Overview.

The following terms and conditions (this “TOS”) govern all use by you as an Organizer (as defined below) of (a) the CellarPass, Inc. websites and domains (including all webpages, subdomains and subparts therein contained, the “Site”), (b) any and all services available on or through the Site or otherwise provided by CellarPass, Inc. (“CELLARPASS”) for your events, and (c) all Software (as defined below) (collectively, the “Services”). The Services are owned and operated by CellarPass. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by CELLARPASS. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY CELLARPASS. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF CELLARPASS, OR (II) BY CELLARPASS AS PROVIDED IN SECTION 1.2 BELOW.

1.2 Modification.

CELLARPASS reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.

1.3 Language.

We may translate this Terms of Service, our Privacy Policy or any other operating rules, policies and procedures that may be published from time to time on the Site into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.

2.     DESCRIPTION OF CELLARPASS.

CELLARPASS provides a simple and quick means for registered users who are event organizers and planners (“Organizers” or “you”) to collect payments with respect to the sale of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events registered on the Site, including Service Fees (as defined below) (“Ticket Fees “), from users who want to attend such events (“Buyers”). Organizers may visit the Site, fill out a questionnaire about their event, including pricing, location, inventory, etc., and collect Ticket Fees  online directly from Buyers. Payments are all transacted through the CELLARPASS payment processing gateway (the “Gateway”). This TOS applies to you and your use of the Services as an Organizer.

3.     YOUR USE OF THE SERVICES.

3.1 The Services.

CellarPass hereby grants you a non-exclusive, non-transferable, non-sub licensable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting Ticket Fees for, an event that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Ticket Fees through the Site as an Organizer in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.

3.2 Software.

If you are allowed to download or use any Software in connection with the Services, CELLARPASS hereby grants you a personal, non-transferable, non-sub licensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by CELLARPASS in conjunction with the Software. For purposes of this TOS, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by CELLARPASS, including without limitation CELLARPASSs mobile applications (such as At The Door™, Entry Manager and the CellarPass app). For clarity, the Software will be deemed a part of the “Services” hereunder.

The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.

The Software and related documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.

4.     PAYMENT METHODS.

4.1 Overview.

There are two types of payment processing Organizers use when using the Services: “Credit Card Processing” or “CCP”, which requires the use of the Gateway for the collection of Ticket Fees. Monetary payments will be made to the Organizer directly by CELLARPASS (via CCP) and Stripe (SD) in which all payments are collected by the Organizer directly via their own Stripe merchant account and such sales transactions. All questions regarding a ticket sale transaction, event cancellation or ticket purchase refund must be made to the Organizer directly. Unless otherwise stated, CellarPass does not own, operate, manage or is in anyway responsible for any ticketed events/experiences promoted through the Site.

(a) Payment Process

CELLARPASS will collect all Ticket Fees on behalf of the Organizer from Buyers and deduct all applicable Services Fees from the Ticket Fees collected by CELLARPASS, and then pass the remainder along to the Organizer five (5) business days after the event end date by default. CELLARPASS reserves the right to withhold funds (i) at any time as CELLARPASS determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. If you need access to ticket funds prior to the default payout date for things like venue expenses, catering deposits, etc... you may apply for payout advances.  

Organizer agrees that all Ticket Fees for a given event are earned by Organizer only following conclusion of the applicable event and all Ticket Fees ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to an Organizer from CELLARPASS with respect to any event that is cancelled. If payments have already been made by CELLARPASS to an Organizer for a cancelled event, Organizer will immediately refund to CELLARPASS all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in U.S. Dollars.

(b) Payout Advances

Approval for a payout advance is issued on a case by case basis. If you would like to apply for ticketed event payout advances please email accounting@cellarpass.com to initiate the application process. In order for an application for event payout advance to be considered, it is required that 100% of all tickets (free or paid) for the event must be processed exclusively by CellarPass. Selling or otherwise issuing tickets through another system such as organizer's POS or sales system(s), other ticketing platforms, marketing sites, etc... is a breach of the payout advance agreement and will terminate the payout advances immediately. Only the account owner or authorized users with Admin role may apply for payout advances.  As part of the approval process as well as periodic review to maintain payout advance approval, organizer may be required to provide business financial statements including, but not limited to Balance Sheets, Profit & Loss Reports, current and recent bank statements for the Organizer. Organizer agrees to provide requested documents within the time frame specified upon request. Additionally, Organizer agrees and understands there is a $75.00 administrative fee charged for each advance issued. 

Payout Advance Cap

A payout cap is the total amount CellarPass will send across all events in your organization before our event(s) end.  You will be able to receive up to $100,000.00 USD across all live events in your organization.  This is a rolling cap that resets as you successfully complete events. Once an event ends and CellarPass sends your final payout, the amount paid out for the event no longer applies toward the cap.

Payout Reserve

CellarPass will hold 40% of your net payout (calculated on a per-payout, per-event basis) to cover potential attendee refunds, chargebacks, and cancellations.  If for any reason the amount of your remaining payout for an event falls below 40%, no additional payouts will be made until you sell more tickets for that event or the event has successfully ended.  The reserve amount held for your event(s) may be reduced at CellarPass' sole discretion based on several factors including refund and chargeback history.  If a reserve reduction has been granted Organizer will be notified of the new reserve threshold. In no circumstances will payout reserve be less than 25%.  

CellarPass sends your final payout on the 5th business day after your event has ended. Any amount held in reserve leading up to your event date will be included in your final payout.

ORGANIZER AGREES THAT ANY PAYMENT BY CELLARPASS OF TICKET FEES PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT IS MERELY AN ADVANCE OF AMOUNTS THAT MAY BECOME DUE TO ORGANIZER UNDER THIS TOS AND THAT CELLARPASS MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND ORGANIZER SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN 2 BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO CELLARPASS SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY CELLARPASS.

(c) Refunds

(i) Under the CCP option, it is the responsibility of the Organizer to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site. An Organizer shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Organizer to issue refunds to Buyers, provided the refund is issued by Organizer prior to four (4) days after the end date of an event and within 120 days after the original transaction date for the underlying ticket purchase. Refunds issued outside such period will not be processed through the Site and must be issued by the Organizer through an alternative payment, such as a check. Subject to the foregoing, refunds issued by an Organizer will be processed immediately via the Site. All communications or disputes regarding refunds are between the Organizer and Buyer, and CELLARPASS will not be responsible or liable for, and Organizer hereby agrees to fully indemnify CELLARPASS and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the CCP option. (ii) Notwithstanding the foregoing, you acknowledge and agree that CELLARPASS shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if CELLARPASS receives complaints from a substantial number (as determined by CELLARPASS in its sole discretion) of Buyers with respect to the applicable event or another event held by Organizer, or CELLARPASS determines in its sole discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Buyer(s) request a refund, whether due to a cancelled event or for any other reason where CELLARPASS would reasonably expect to lose a chargeback, CELLARPASS may, in its sole discretion, issue such refund to such Buyer(s), and Organizer shall then owe the amount of such refund to CELLARPASS. If a payout advance has been issued for an event the Organizer agrees to not issue refunds in excess of the actual ticket funds available for the event.

(d) Credit Card Chargebacks.

Under the CCP option, any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Organizer of such event. All communications and disputes regarding chargebacks are between the Organizer and Buyer, and CELLARPASS will not be responsible or liable in any way for, and Organizer hereby agrees to fully indemnify CELLARPASS and its affiliates for, chargebacks issued in the course of the use of the CCP option.

4.4 Non-Exclusive Remedies.

(a) Payment.

In the event that Organizer fails to pay to CELLARPASS any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Organizer to CELLARPASS under this TOS or otherwise, CELLARPASS may, without limiting its other rights and remedies, (i) deduct such amounts from Organizer’s outstanding balance, whether for that particular event or for any other event that Organizer lists through the Services; and/or (ii) send an invoice to Organizer for such amounts to the extent Organizer’s outstanding balance is insufficient to cover these costs, in which case Organizer shall pay CELLARPASS such invoiced amounts within fifteen (15) days after the date of the invoice. If payment for any amounts due to CELLARPASS hereunder are not made by Organizer when due, CELLARPASS reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organizer’s registration for the Services (including any and all accounts that Organizer may have) and to cancel all other events listed by Organizer.

(b) Confirmation.

Upon receipt of a credit card authorization from each individual ticket purchase, CELLARPASS generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by CELLARPASS through the Services, and it is your responsibility to verify the Buyer’s membership status, confirmation number and/or any event restrictions prior to the subject event.

(c) Taxes; Withholding.

(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if CELLARPASS provides you with tools that assist you in doing so. CELLARPASS does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you. CELLARPASS cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires CELLARPASS to pay any Taxes attributable to your use of the Services, you agree to indemnify and reimburse CELLARPASS for such Taxes and all costs and expenses related thereto.

(ii) All Service Fees charged by CellarPass do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Service Fees (other than those calculated based on CELLARPASS’S net income) to CellarPass.

(iii) In addition, due to new IRS regulations, if CELLARPASS processes transactions and issues you payouts (A) for more than $20,000 in gross sales and (B) for more than 200 order transactions, in each case during a given calendar year and in the aggregate across all of your accounts, CELLARPASS is required to report to the IRS the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year, as well as, your name, your address, and your Tax Identification Number (“Your Tax Information”). Starting in 2013, as part of these new IRS regulations, CELLARPASS is required to either (I) collect Your Tax Information or (II) establish that you are a foreign person not subject to US taxes, before your accounts pass the 200 order transaction threshold in the aggregate. Once your accounts cross the 200 order transaction threshold, you agree that you will not receive any further payments from CELLARPASS until either (I) or (II) above are satisfied.

(iv) CELLARPASS reserves the right to withhold the payment of any amounts owed to you hereunder if CELLARPASS suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if CELLARPASS is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by CELLARPASS).

Stripe Direct Payments (SD)

Transactions processed via an Organizer's using the SD option are transacted by the Organizer and immediately deposited to the Organizer's bank account. CellarPass does not have access to funds processed via the SD option nor does CellarPass have authorization to process refunds on behalf of an Organizer using the SD option.  Organizers assume full responsibility and liability for ticket sales funds collected via the SD option. 

Last Modified 2/9/2023