CELLARPASS SERVICE AGREEMENT

TICKETING ONLY PLAN

Last Updated: 07/15/2026

This CellarPass Service Agreement (the “Agreement”) governs the Business’s subscription to and use of the CellarPass Ticketing Only 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, 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.

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.

1. ELECTRONIC ACCEPTANCE

By creating or activating a CellarPass Business account, initiating a subscription, selecting or accepting the Ticketing Only 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.

2. DESCRIPTION OF SERVICES

Under the Ticketing Only Plan, CellarPass provides the Business access to CellarPass ticketing, event-management, attendee-management, payment-related, communications, reporting, and related technology made available under the selected Service Plan (collectively, the “Services”).

Depending on available functionality, the Services may include tools that allow the Business to:

·      create, configure, publish, and manage events;

·      establish event dates, times, capacity, inventory, ticket types, and pricing;

·      sell tickets, registrations, admissions, or similar rights to attend an event;

·      collect event-related information from purchasers and attendees;

·      issue confirmations and electronic tickets;

·      manage guest and attendee lists;

·      check in or validate attendees;

·      send event-related communications;

·      process or facilitate transactions;

·      administer refunds where supported;

·      access transaction, ticketing, attendance, and event reports; and

·      use other ticketing-related functionality made available by CellarPass.

CellarPass may modify, improve, replace, or discontinue features in accordance with this Agreement and the CellarPass Policies.

3. SERVICE TERM

The Ticketing Only Plan does not have a fixed service term.

This Agreement becomes effective when the Business activates, accepts, or begins using the Ticketing Only Plan and remains in effect until terminated in accordance with this Agreement.

The Business may create, publish, manage, and sell tickets for one or more events while the Ticketing Only Plan remains active.

A particular event date, completion of an event, period of inactivity, or absence of future published events does not by itself terminate this Agreement or the Business’s access to the Ticketing Only Plan.

5. TERMINATION

The Business may discontinue future use of the Ticketing Only Plan at any time. If Business has active or future events published on www.cellarpass.com at the time of termination, then the account will remain active until 6 business days after the Business’ last published event’s end date.

Termination or discontinuation of future use does not affect any event, transaction, ticket sale, refund, chargeback, payout, reserve, fee, tax, Instant Payout, repayment obligation, or other liability or obligation arising before termination or in association with any of the Business’ active or future events published on www.cellarpass.com.

If the Business has active or future events, outstanding ticket proceeds, unsettled transactions, pending refunds or disputes, reserves, Instant Payouts, chargebacks, or other outstanding financial or operational obligations when termination occurs, CellarPass may maintain the Business account, retain applicable funds, and continue providing or restricting functionality to the extent reasonably necessary to:

·      administer existing events and transactions;

·      communicate with affected Consumers;

·      process or fund refunds;

·      resolve payment disputes and chargebacks;

·      maintain or release reserves;

·      recover amounts owed to CellarPass;

·      satisfy legal, payment-network, or processor requirements; or

·      otherwise wind down the Business’s use of the Services in an orderly manner.

The Business remains responsible for all fees and other amounts incurred in association with event transactions and for all obligations that survive termination under this Agreement.

Termination does not entitle the Business to a refund of fees already incurred or paid.

CellarPass may restrict, suspend, or terminate the Business’s access to the Services as otherwise provided in this Agreement.

6. FEES AND PAYMENT FOR SERVICES

In exchange for the Services, the Business agrees to pay all ticketing fees, transaction fees, service fees, payment-processing fees, convenience fees, and other charges applicable to the Ticketing Only Plan. Some of all of these fees may be passed to the ticket buyer as permitted by law and based on the Fee Handling settings enabled on a per event basis by the Business.

Applicable fees may be disclosed through the Business account, current fee schedule, enrollment process, pricing terms, or other written or electronic commercial terms.

Unless otherwise expressly stated, all fees are stated and payable in U.S. dollars.

The Business authorizes CellarPass to:

·      charge an authorized payment method maintained on file;

·      deduct amounts from funds otherwise payable to the Business;

·      offset amounts against reserves or other balances;

·      invoice the Business; or

·      use another payment method authorized under this Agreement.

Unless expressly stated otherwise or required by law, fees payable to CellarPass are non-refundable.

A Business may not manipulate, understate, divide, mischaracterize, or otherwise structure an Offering or transaction for the purpose of avoiding fees owed to CellarPass.

7. PAYMENT METHOD AND BILLING AUTHORIZATION

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 the terms governing that payment method; 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 suspend, restrict, or terminate Services in accordance with this Agreement.

Payment credentials may be handled and tokenized through third-party payment providers. CellarPass may use third-party processors and service providers to process payments, manage payment credentials, detect fraud, and perform related services.

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.

If a dispute arises regarding control of a Business account, CellarPass may restrict access while reasonably evaluating authorized control.

9. BUSINESS RESPONSIBILITY FOR EVENTS

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 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.

10. EVENT INFORMATION AND BUSINESS CONTENT

The Business is responsible for ensuring that all event 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 use and 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 the applicable Offering.

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.

CellarPass will not use the Business’s name or marks in a manner that falsely states or implies sponsorship, endorsement, or a relationship beyond the Business’s actual relationship with CellarPass.

11. ACCEPTABLE USE

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 events;

·      infringe intellectual-property or privacy rights;

·      introduce malicious software or 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;

·      engage in unlawful gambling, lotteries, raffles, sweepstakes, or regulated activity;

·      use the Services to harass, threaten, discriminate against, or unlawfully harm another person;

·      misrepresent the Business’s identity or authority; or

·      facilitate another person’s violation of the CellarPass Policies.

CellarPass may restrict, remove, suspend, or terminate prohibited content, transactions, Offerings, or accounts.

12. ANTI-CIRCUMVENTION

The Business may not use CellarPass-generated Consumer relationships, listings, communications tools, 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 a ticket purchase or registration through CellarPass to complete substantially the same transaction through another transactional system for the purpose of avoiding CellarPass fees.

The Business may maintain independent lawful sales and marketing channels.

CellarPass may remove links or content used primarily to circumvent CellarPass transactions and may suspend or terminate repeated or material violations.

13. PAYMENT PROCESSING

CellarPass may make available one or more payment-processing arrangements.

Transactions may be processed through a payment arrangement facilitated by CellarPass or through a payment-processing account controlled directly by the Business.

Where CellarPass facilitates collection or settlement, the Business authorizes CellarPass and its payment processors to:

·      collect transaction amounts from Consumers;

·      process payment authorizations and settlements;

·      process refunds, reversals, and adjustments;

·      deduct 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 the transaction funds and its 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 a transaction is refunded, canceled, disputed, voided, or reversed. Unless prohibited by law or expressly agreed otherwise, the Business bears those costs.

14. TICKET PROCEEDS

Unless CellarPass expressly states otherwise, 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.

The availability or payment of ticket proceeds before completion of an event does not constitute a determination that those amounts have been finally earned.

No payout obligation requires CellarPass to advance its own funds where transaction funds are unavailable, reversed, disputed, or otherwise subject to withholding.

15. PAYOUTS, RESERVES, AND WITHHOLDING

Where CellarPass facilitates the collection or settlement of ticket proceeds, 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.

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.

The availability or issuance of a scheduled payout does not mean that the underlying transactions have been finally earned or 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.

16. INSTANT PAYOUTS

Where CellarPass facilitates collection or settlement of transaction funds, CellarPass may make 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. CellarPass may approve, deny, limit, suspend, or discontinue Instant Payout availability based on factors including transaction history, refund or chargeback exposure, financial condition, event risk, payment-processing requirements, or other relevant considerations.

As a condition of receiving Instant Payouts, CellarPass may require financial, ownership, operational, or other documentation, including:

·      bank statements;

·      financial statements;

·      business-entity documentation;

·      insurance information;

·      tax documentation; and

·      where required, a personal guaranty or other repayment assurance acceptable to CellarPass.

Unless CellarPass approves otherwise:

·      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).

CellarPass may increase, reduce, or otherwise modify those limits in its sole discretion.

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 except where required by law.

An Instant Payout is an advance only and does not constitute a determination that the underlying funds have been finally earned or are no longer subject to refund, reversal, dispute, chargeback, reserve, offset, or adjustment.

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.

The repayment obligation survives completion or cancellation of the applicable event and termination of the Services.

17. EVENT CANCELLATION, POSTPONEMENT, AND MATERIAL CHANGES

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 event, whether because the event is canceled, postponed, relocated, materially modified, or for any other reason, the Business remains 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. Such fees are not refundable to the Business and may be deducted from amounts otherwise payable to the Business or charged or invoiced to the Business in accordance with this Agreement.

For purposes of this Section, 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 directly 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 is responsible for repaying all amounts paid or advanced to Business within 3 business days to satisfy applicable refunds. Business agrees failure to repay a portion or all of the advanced funds will constitute theft and in such circumstance, CellarPass will prosecute Business and its responsible representatives to the fullest extent of the law.

The Business’s obligations under this Section survive completion, cancellation, postponement, modification, or termination of the applicable event and termination of this Agreement.

18. REFUNDS

The Business is responsible for establishing and clearly disclosing its refund and cancellation policy.

The Business’s 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.

If funds associated with a transaction have already been paid or advanced to the Business, the Business owes the refunded amount and associated recoverable costs to CellarPass.

Business remains 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. Such fees are not refundable to the Business and may be deducted from amounts otherwise payable to the Business or charged or invoiced to the Business in accordance with this Agreement.

19. CHARGEBACKS AND PAYMENT DISPUTES

The Business bears financial responsibility for chargebacks, payment disputes, reversals, retrieval requests, and related fees arising from transactions associated with its events except to the extent directly caused by CellarPass’s own processing error.

This obligation survives:

·      event completion;

·      event cancellation;

·      payout;

·      plan changes; 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 to provide documentation requested by CellarPass.

CellarPass does not guarantee that any chargeback or dispute will be decided in favor of the Business.

20. TAXES

The Business is responsible for determining and satisfying all taxes, assessments, duties, fees, and governmental charges applicable to its events, 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 for preparing and filing required returns, registrations, forms, and other documentation.

The Business is responsible for determining:

·      applicable tax rates;

·      whether an Offering is taxable;

·      available exemptions;

·      registration and filing requirements; and

·      other tax treatment.

Any tax tools, calculations, reports, or settings made available through the Services are provided for convenience only.

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.

21. BUSINESS COMPLIANCE

The Business is solely responsible for obtaining and maintaining all permits, licenses, registrations, insurance, approvals, and authorizations required for its operations and events.

The Business is responsible for compliance with applicable:

·      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.

CellarPass’s provision of software, templates, settings, reports, or operational tools does not transfer these responsibilities to CellarPass.

22. ALCOHOL AND AGE-RESTRICTED EVENTS

Where an event involves alcoholic beverages or other age-restricted products or activities, the Business is solely responsible for determining whether each attendee satisfies applicable legal requirements.

The Business is responsible for:

·      required alcohol licenses and permits;

·      age verification;

·      identification requirements;

·      responsible service;

·      refusing service where appropriate;

·      restrictions on sale or distribution; and

·      compliance with applicable alcohol laws.

A CellarPass ticket, registration, confirmation, or age representation does not alleviate Business of its or its staff/representative’s legal duty and responsibility to properly verify all attendees are of legal drinking age, nor does it require a Business to admit or serve alcohol to any person.

23. BUSINESS COMMUNICATIONS

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 marketing laws;

·      SMS and telephone laws;

·      privacy laws;

·      consent requirements; and

·      opt-out requirements.

CellarPass may also send transactional communications necessary to administer tickets, transactions, events, accounts, refunds, security issues, or Services.

24. PERSONAL INFORMATION AND PRIVACY

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, events, 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

·      processes independently of CellarPass.

Where CellarPass processes Personal Information solely on behalf of the Business, CellarPass may act as a processor or service provider under applicable privacy law.

The Business is responsible for responding to privacy requests concerning information it independently controls.

25. 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.

Confidential Information does not include information that:

·      becomes public without breach of this Agreement;

·      was lawfully known without restriction;

·      is lawfully received from another source without restriction; or

·      is independently developed without use of the other party’s Confidential Information.

These obligations survive termination.

26. CELLARPASS INTELLECTUAL PROPERTY

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 their intended business purposes.

The Business may not:

·      copy or reproduce CellarPass Content except as expressly permitted;

·      sell, rent, license, or redistribute the Services;

·      create unauthorized derivative works;

·      remove proprietary notices;

·      reverse engineer or attempt to derive source code except where such restriction is prohibited by law;

·      use CellarPass trademarks without authorization; or

·      use the Services or CellarPass Content to build or support a competing service.

All rights not expressly granted are reserved by CellarPass.

27. THIRD-PARTY SERVICES

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.

A Business’s decision to enable or use a third-party integration is at the Business’s discretion and responsibility.

28. SERVICE AVAILABILITY

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 functionality where reasonably necessary to address security, fraud, compliance, legal, payment, or operational risks.

29. SUSPENSION AND TERMINATION BY CELLARPASS

CellarPass may restrict, suspend, or terminate Services where the Business:

·      materially breaches this Agreement or a CellarPass Policy;

·      fails to pay amounts due;

·      presents a 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, events, 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.

30. 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.

31. DISCLAIMER OF WARRANTIES

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;

·      ALL DEFECTS WILL BE CORRECTED;

·      DATA WILL NEVER BE LOST;

·      ANY EVENT WILL ACHIEVE A PARTICULAR LEVEL OF SALES OR ATTENDANCE;

·      THE BUSINESS WILL GENERATE ANY PARTICULAR REVENUE; OR

·      THE SERVICES WILL SATISFY EVERY BUSINESS REQUIREMENT.

CELLARPASS DOES NOT WARRANT THE ACTS, OMISSIONS, PERFORMANCE, OR CONDUCT OF CONSUMERS OR THIRD PARTIES.

32. LIMITATION OF LIABILITY

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.

33. DISPUTE RESOLUTION AND ARBITRATION

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.

34. GOVERNING LAW

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.

35. ATTORNEYS’ FEES

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.

36. CHANGES TO THIS AGREEMENT

CellarPass may update this Agreement from time to time in accordance with applicable law.

Material changes may be communicated through the Services, the 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.

The current version displayed or made available through the Business account will identify its effective or revision date.

37. 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

38. 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.

39. 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.

An approved arbitration provision may contain separate severability rules that control with respect to that provision.

40. 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.

41. FORCE MAJEURE

CellarPass will not be liable for delay, interruption, or failure caused by circumstances beyond its reasonable control, including natural disasters, fire or severe weather, 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.

42. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

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 Ticketing Only 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.

43. SURVIVAL

Provisions concerning accrued 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.

44. TRAINING, IMPLEMENTATION, AND ADDITIONAL SERVICES

Standard setup, configuration assistance, and training, if included with the Ticketing Only Plan, will be provided remotely.

45. CONTACTING CELLARPASS

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 37.

END OF SERVICE AGREEMENT