BandPass Organizer Agreement

1. The Platform

BandPass operates a ticketing and event commerce platform (the "Platform") through which organizers can create and publish events, sell tickets, host free events with RSVPs, manage attendee check-in, communicate with attendees, and receive payouts. The Platform includes the BandPass website, mobile applications, application programming interfaces, documentation, and the software, designs, data, and content BandPass makes available through them. BandPass provides technology and payment facilitation; BandPass is not the organizer, promoter, or seller of your events, and is not a party to the transaction between you and your attendees except as payment facilitator.

2. Accounts, Eligibility, and Verification

You must be at least 18 years old and able to form a binding contract. You must provide accurate, current information when creating your account and organizer profile and keep it accurate. BandPass may require verification of your identity or your organizer profile before enabling publishing, sales, or payouts, and may approve, decline, suspend, or revoke access at its reasonable discretion. You are responsible for all activity under your account and under the accounts of team members you add to your organization, for keeping your credentials confidential, and for removing team members who should no longer have access. Tell BandPass promptly at support@thebandpass.com if you believe your account has been accessed without authorization.

3. Ticket Pricing and Fees

You set the face value of your tickets. Ticket buyers pay a payment processing fee at checkout, which is disclosed to the buyer before purchase. The current payment processing fee is 2.99% of the ticket price plus $0.31, charged per ticket, so the all-in price of a ticket is the same whether a buyer purchases one or several. BandPass currently charges no platform fee to you or to buyers beyond the payment processing fee; fees and rates may change prospectively with notice as described in Section 23.

The payment processing fee is paid to BandPass and covers the card-network and payment-processor charges on your ticket sales; BandPass keeps any part of the fee that exceeds those charges. The fee is included in every price the Platform shows a buyer, its amount is shown before the buyer pays, and its refund terms are stated in the Terms of Service.

You receive the full face value of every ticket sold. Payment processing fees are paid by the buyer and are not deducted from your face value proceeds.

Amounts you owe BandPass under this Agreement are due within thirty (30) days of BandPass's invoice unless BandPass has already offset them against a payout under Section 4.

4. Payouts and Stripe Connect

Payouts are made through Stripe, Inc. ("Stripe"). To receive payouts you must complete Stripe Connect onboarding, which includes identity verification required by law. By onboarding you also agree to the Stripe Connected Account Agreement (available at stripe.com/legal/connect-account), which incorporates the Stripe Services Agreement (stripe.com/legal/ssa), as Stripe amends them from time to time; both are incorporated into this Agreement by reference. You will give BandPass accurate and complete information about you and your business and authorize BandPass to share it, and your transaction information, with Stripe. BandPass does not receive or store your Social Security number or bank credentials; those are provided directly to Stripe.

Ticket proceeds for a show are held in a Stripe balance and become available for payout six (6) hours after the show's scheduled start time, unless BandPass delays or withholds a payout under this Section. You request payouts through the Platform. A standard bank transfer carries no BandPass fee. An instant transfer to an eligible debit card carries a fee, currently 1.5% of the amount, shown before you confirm the transfer, and may be subject to a per-account limit. Stripe's own processing times apply once a payout is sent. BandPass may require additional verification, including two-factor authentication, before a payout is sent.

BandPass may delay, withhold, or offset payouts to the extent reasonably necessary to cover refunds, chargebacks, suspected fraud, or amounts you owe under this Agreement, or as required by Stripe or applicable law.

5. Free Events and RSVPs

You may publish free events. An RSVP to a free event issues a ticket with a QR code but involves no payment, no payment processing fee, and no payout. All other terms of this Agreement, including attendee data terms, apply to free events.

6. Refunds, Cancellations, Transfers, and Resale

Tickets are final: the only refund is for a show that is cancelled, except where the law requires otherwise. BandPass issues refunds manually from its payment processor's dashboard; the Platform does not issue refunds itself, it records each one. Payment processing fees are non-refundable, except where the law of the state where the show was to take place requires them to be refunded when it is cancelled. Refunded tickets are voided and, where applicable, inventory is released.

When a show is cancelled, each buyer receives the ticket's face value back to the original payment method. Where the law of the state where the show was to take place requires it, each buyer instead receives everything paid for the ticket, including the payment processing fee.

If you need to cancel an event, notify BandPass at support@thebandpass.com as soon as you decide and in any case before the scheduled start. BandPass will mark the event cancelled, which stops new sales, and will refund each buyer through its payment processor. You fund those refunds: the face value of every ticket and, where the law of the show's state requires the payment processing fee to be refunded, that fee as well. BandPass may recover those amounts from the proceeds held for the event and from your pending or future payouts in the same way as chargebacks under Section 7, or invoice you for them; an invoiced amount is due within thirty (30) days. You may not cancel an event and retain ticket proceeds. How you share these costs with the artists, venues, and others you work with is between you and them.

Ticket holders may transfer a ticket to another person free of charge through the Platform. Where BandPass offers face-value resale for an event, the event page says so, and a ticket holder may list a ticket on BandPass at or below its face value; the buyer pays the listed price with nothing added, and the seller receives the listed price less BandPass's resale fee, as platform credit or, where BandPass enables it, as a cash payout. While a ticket is listed on BandPass's resale, BandPass holds it and it is not valid for entry; it becomes valid again when the listing is cancelled, or passes to the buyer when it sells. That rule applies only to tickets listed on BandPass. Nothing in this Agreement or the Terms of Service prohibits or penalizes a ticket holder for reselling a ticket through another lawful channel, and you will not refuse admission on a valid ticket solely because it was resold outside BandPass. You may prohibit resale of tickets you offered at no charge. BandPass may cancel resale listings for an event you cancel. A transfer or resale does not change the proceeds you received from the original sale.

7. Chargebacks

You are responsible for chargebacks and payment disputes arising from your events, including associated fees, except to the extent caused by a failure of the Platform itself. BandPass may deduct chargeback amounts and fees from your pending or future payouts, or invoice you for them. You will cooperate with BandPass and Stripe in responding to a dispute, including by providing evidence of admission, delivery, or your refund policy on request.

8. Event Capacity; Oversales

The Platform permits you to set, and to modify at any time, the stated capacity of an event and of each ticket tier, including a per-event room capacity that overrides your default venue capacity. You are solely responsible for ensuring that every capacity figure you enter, modify, or leave unset accurately reflects the lawful and safe occupancy of the room in which the event is actually held, including any limit imposed by fire and life-safety codes, occupancy permits, licenses, insurance requirements, venue rental agreements, or other applicable laws and regulations. BandPass provides capacity controls as an administrative convenience only; BandPass does not verify, and expressly disclaims any obligation to verify, the occupancy limit of any venue or room.

If tickets or RSVPs are issued for an event in excess of its lawful or actual capacity (an "Oversale") — whether because of a capacity figure you entered, modified, or left unset, your failure to update capacity after a change of room, or the sale or distribution of admissions outside the Platform — you assume sole responsibility and liability for the Oversale and for all consequences arising out of or relating to it, including without limitation refunds and attendee compensation, denied admission, chargebacks, venue penalties, regulatory fines or citations, and third-party claims. Any such Oversale is subject to your indemnification obligations under Section 21 (Disclaimers, Liability, and Indemnity), and BandPass may treat a knowing or repeated Oversale as a breach of this Agreement under Section 19 (Term, Suspension, and Termination).

9. Taxes

You are solely responsible for determining, collecting, and remitting all taxes applicable to your events and ticket sales, and for your own income tax obligations. You must provide accurate tax information during Stripe onboarding and keep it current. BandPass, through Stripe, will issue any tax reporting form the law requires for your payouts (such as Form 1099-K), using the tax information you provide to Stripe. BandPass does not provide tax advice.

10. Attendee Data

The Platform gives you access to certain information about your attendees, such as names, contact information consistent with the attendee's consent choices, and event statistics. You may use attendee data solely to operate, promote, and analyze your own events, consistent with applicable law (including CAN-SPAM and applicable privacy laws) and with the consent basis under which the data was collected. BandPass handles the data held in the Platform as the Privacy Policy describes; you are responsible, as an independent controller, for the attendee data you access or export and for your own compliance with privacy and marketing law.

You may not sell, rent, or disclose attendee data to third parties, except to service providers you connect as expressly permitted below, and you may not use it to spam attendees or for purposes unrelated to your events. Data made available to you remains subject to the BandPass Privacy Policy. You must protect attendee data with reasonable security, honor unsubscribe and deletion requests promptly, and tell BandPass without undue delay at support@thebandpass.com if attendee data in your possession is lost, accessed without authorization, or disclosed. You are the sender of any email you send to attendees through the Platform or using contacts obtained from it, and you will comply with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), 16 CFR Part 316, and C.R.S. § 6-1-702.5, including accurate header and subject lines, a valid postal address, a working unsubscribe mechanism, and honoring opt-outs within ten (10) business days. You will send marketing only to attendees whose consent status permits it, will not import purchased or third-party lists, and will report to BandPass within ten (10) business days any unsubscribe you receive outside the Platform.

If you connect a third-party marketing or CRM service (such as Brevo) to your BandPass account, BandPass will transmit to that service only the attendee contact fields shown in the connection screen — such as name, email address, phone number, locality, and the attendee's consent status and date — and only for attendees who have a valid consent basis for marketing contact. BandPass never transmits derived analytics (such as spending, attendance history, or segmentation) to connected services. Once transmitted, you and your connected service act as independent controllers of that data, subject to this Section and applicable law. For the export of your attendee contacts and their transmission to a service you connect, you are the controller and BandPass is your processor. BandPass will process that data only on your documented instructions, for the purpose of delivering it to you or to your connected service; will hold each person who processes it to a duty of confidentiality; will use as subprocessors only the service providers listed in the Privacy Policy, under written terms at least as protective as this paragraph, and will update the Privacy Policy before adding one, so that you may object by ending the connection or export; will keep no separate copy of an export once it is delivered to you, while the contact records BandPass holds as part of the Platform remain governed by the Privacy Policy; will make available the information reasonably necessary to demonstrate compliance with this paragraph and allow reasonable assessments; and will assist you, as the law requires, with consumer requests, security, breach notification, and data protection assessments concerning that data.

If an attendee unsubscribes, withdraws consent, or requests deletion, BandPass will update or notify your connected service where technically possible, and you are responsible for honoring the unsubscribe and completing deletion in any system you control, including your connected service.

Any use of attendee data, Platform Data (defined in Section 13), or Confidential Information (defined in Section 15) outside the License granted in Section 13 — including selling, scraping, harvesting, copying, disclosing, or transferring it to any third party, or using it to build, inform, or benefit a competing product or service — is a material breach of this Agreement and may also violate federal and state law, including laws governing trade secrets, unauthorized computer access, and data protection. Attendee contact data you obtained through the Platform under a valid consent basis, including data transmitted to a service you connected, may be kept and used after this Agreement ends only for the purpose and on the consent basis under which it was collected; all other attendee data and all Platform Data must be returned or destroyed as Section 15 provides. BandPass will enforce its rights to the fullest extent permitted by law, including suspension or termination of your account, injunctive and equitable relief, recovery of the damages it proves, referral to law enforcement where the conduct may constitute a crime, and recovery of its costs and reasonable attorneys' fees where Section 24 or applicable law allows.

11. Your Content

You grant BandPass a non-exclusive, royalty-free, worldwide license to host, display, and distribute the content you upload (event descriptions, posters, images, artist and venue information) ("Your Content") for the purpose of operating and promoting the Platform and your events. You own Your Content; this Agreement does not transfer it to BandPass. You represent that you own or have rights to all content you upload and that it does not infringe any third party's rights. You are responsible for any performance, music, image, or other licenses your events and Your Content require. BandPass may remove or decline to display content that it reasonably believes violates this Agreement or the law. The license in this Section continues after this Agreement ends for content connected to tickets already sold and for BandPass's records.

12. Prohibited Uses

You may not use the Platform for unlawful events or activity; sell tickets you do not have the right to sell; misrepresent an event, its lineup, or its venue; manipulate pricing, inventory, or analytics; interfere with the Platform's operation or security; create accounts or profiles by automated means or for anyone other than yourself and your organization; misuse the ticket transfer or resale features to evade the Platform's price, capacity, or anti-bot controls; or attempt to process payments for anything other than bona fide tickets and event-related items for your own events. Section 14 sets out further restrictions on how you may use the Platform and its data.

13. Platform Ownership and License

BandPass and its licensors own the Platform's software, including its source and object code; its text, graphics, logos, and documentation; its designs and user interfaces to the extent the law protects them; its trademarks; and its non-public information. BandPass also owns the analytics, forecasts, benchmarks, rankings, market signals, and aggregate data products it generates from the Platform's operation ("Platform Data"). All rights not expressly granted in this Agreement are reserved. Platform Data does not include, and this Agreement does not give BandPass exclusive ownership of, attendee data, information about you and your organization, or Your Content; those are governed by Sections 10 and 11 and the Privacy Policy. This Agreement does not claim ownership of ideas, methods, functionality, or facts as such. What it restricts is your use of BandPass's Platform, Platform Data, and Confidential Information, as Sections 14 and 15 provide. BandPass's names, logos, and marks, including the BANDPASS name and mark, are BandPass's trademarks; you may not use them without BandPass's written permission, except to state truthfully that tickets to your events are sold on BandPass.

Subject to this Agreement, BandPass grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, for the term of this Agreement, to access and use the Platform, and to use the Platform Data shown to you, solely to create, promote, sell tickets to, run, and analyze your own events (the "License"). The License is the only right you have in the Platform. It does not include any right to the Platform's source code or to any non-public part of the Platform, and it does not transfer any ownership to you.

14. Restrictions on Use of the Platform

Except as the License expressly allows, or as applicable law prohibits BandPass from restricting, you will not, and will not permit or help anyone else to:

(a) copy, reproduce, modify, translate, or create derivative works of the Platform's software, text, graphics, designs, or documentation, or, during the term of this Agreement, clone the Platform's screens, flows, or documentation in another product or service;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, algorithms, models, or data schemas of the Platform;

(c) access the Platform by any automated means, including bots, crawlers, spiders, scrapers, or scripts, or scrape, crawl, harvest, extract, or mine content or data from the Platform, other than through interfaces BandPass provides for that purpose and within the limits BandPass sets;

(d) frame, mirror, or embed any part of the Platform, or use the Platform to build a database or dataset, other than the exports of your own events' data that BandPass provides to you;

(e) probe, scan, or test the vulnerability of the Platform, bypass or circumvent any access control, rate limit, bot detection, authentication, or other technical measure, or access any account, data, or system you are not authorized to access;

(f) use the Platform, Platform Data, or Confidential Information to build, train, inform, improve, or benefit a product or service that competes with the Platform, or to help anyone else do so;

(g) use the Platform for the purpose of competitive analysis, or publish or provide to a competitor of BandPass any benchmarking, performance, or competitive analysis of the Platform;

(h) use content or data from the Platform — including attendee data, Platform Data, text, images, or interface elements — to train, fine-tune, test, or improve any machine-learning or artificial-intelligence model, or provide it to a service that does so, other than a service you use to run your own events under a contract that prohibits the service from using the data for its own purposes;

(i) remove, obscure, or alter any proprietary notice on the Platform; or

(j) resell, sublicense, rent, lease, or otherwise provide the Platform to third parties.

Nothing in this Section restricts you from running your events, selling tickets, or using other ticketing services. It restricts what you may do with BandPass's Platform, data, and Confidential Information.

After this Agreement ends, paragraphs (f) through (h) continue to apply only to trade secrets, Confidential Information, the Platform's protected expression (its software, text, graphics, designs, and documentation), and non-public Platform Data you retained. They do not restrict your use, after the License ends, of publicly observable functionality of the Platform or of general industry knowledge.

15. Confidential Information

"Confidential Information" means non-public information that BandPass makes available to you or that you obtain through the Platform, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential. It includes: features, screens, and designs that are not publicly released, including anything you see under a beta, demo, preview, or review link; the Platform's internal structure, source code, data schemas, and technical documentation; pricing, fee, and payout terms that are not published on the Platform; product roadmaps and plans; security practices; and Platform Data that is not shown publicly, including analytics, forecasts, benchmarks, and market signals. Confidential Information does not include information that (i) is or becomes public other than through your breach, (ii) you already had lawfully without a duty of confidence, (iii) you lawfully receive from a third party without a duty of confidence, or (iv) you develop independently without using Confidential Information. Attendee data is governed by Section 10 rather than this Section, and Your Content is not BandPass's Confidential Information.

You will use Confidential Information only to exercise the License, keep it confidential using at least reasonable care, and disclose it only to your employees, contractors, and professional advisers who need it for that purpose and are bound by written confidentiality obligations at least as protective as this Section. You are responsible for their compliance. You will not use Confidential Information to build, inform, or benefit any product or service that competes with the Platform.

If the law or a court order requires you to disclose Confidential Information, you will give BandPass prompt notice where lawful, cooperate with BandPass's efforts to limit the disclosure, and disclose only what is required. Nothing in this Agreement prohibits you or any individual from reporting a possible violation of law to a government agency or regulator, from communicating with a government official, or from disclosing information in confidence to an attorney to obtain legal advice, and none of those disclosures requires notice to BandPass.

BandPass's Confidential Information includes trade secrets protected under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.). Nothing in this Agreement limits BandPass's rights under those laws. There is no "residuals" exception for trade secrets or for non-public material BandPass has identified as confidential: the fact that such information is retained in a person's memory does not permit its use or disclosure. This Section does not restrict the use of general skills, knowledge, and experience; of unaided knowledge that is not a trade secret; or of information that can be learned from the publicly available Platform.

If you, or anyone who received Confidential Information through you, become involved in designing, building, or advising on a product or service that competes with the Platform, you will (i) not use or disclose any Confidential Information in that work; (ii) take reasonable measures to keep Confidential Information out of that work, which may include assigning people who have not had access to Confidential Information, and keep written records sufficient to show that the competing work was done without it; and (iii) on BandPass's request, certify in writing that you have done so. This paragraph protects Confidential Information. It does not prevent you from working with or on other ticketing products using public or independently developed information.

Your obligations under this Section continue for three (3) years after this Agreement ends and, for trade secrets, for as long as they remain trade secrets under applicable law.

When this Agreement ends, or earlier on BandPass's request, you will stop using and will return or destroy all Confidential Information and all Platform Data in your possession or control, except (i) attendee contact data you may keep under Section 10, (ii) the fields BandPass makes available to organizers for export about your own events, orders, tickets, and attendees, kept for your lawful record-keeping, and (iii) copies held in routine backups until they are overwritten in the ordinary course, which remain subject to this Section while they exist. On BandPass's request you will certify the return or destruction in writing within fifteen (15) days.

16. Feedback

If you give BandPass suggestions, ideas, requests, or other feedback about the Platform ("Feedback"), you assign to BandPass all right, title, and interest in the Feedback, and BandPass may use it for any purpose without restriction or obligation to you. To the extent that assignment is not effective under applicable law, you grant BandPass a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, modify, and commercialize the Feedback for any purpose. Feedback is voluntary. BandPass has no duty to use it or to keep it confidential, and you will not give BandPass Feedback that you know is subject to a third party's rights.

17. Verification of Compliance

On BandPass's reasonable written request, no more than once in any twelve (12) months unless BandPass has a reasonable, specific basis to suspect a breach of Section 10, 14, or 15, you will certify in writing that you and the people you are responsible for are complying with those Sections, and will answer reasonable written questions about how you store, use, and share attendee data, Platform Data, and Confidential Information. If BandPass has a reasonable, specific basis to suspect such a breach, you will cooperate in good faith with BandPass's investigation, including by providing relevant records and, where a connected service is involved, confirming what data that service holds and deleting what this Agreement requires. BandPass monitors and logs use of the Platform, including access patterns and export activity, to detect misuse.

18. Enforcement and Remedies

A breach of Section 10, 13, 14, or 15 may cause BandPass harm that money alone would not repair. BandPass may seek an injunction or other equitable relief in any court of competent jurisdiction to stop or prevent such a breach, subject to the legal standards that apply to such relief, and, to the extent the law allows, without posting a bond. That right is in addition to every other remedy available to BandPass. Unauthorized access to or use of the Platform may also violate the Computer Fraud and Abuse Act (18 U.S.C. § 1030), Colorado's computer crime statute (C.R.S. § 18-5.5-102), and trade-secret law, and BandPass may refer such conduct to law enforcement. BandPass may suspend or terminate your access, and remove content, if it reasonably believes you have breached any of those Sections. Remedies under this Agreement are cumulative.

19. Term, Suspension, and Termination

This Agreement is effective when you accept it and continues until terminated. You may stop using the Platform at any time; obligations for events already sold (including refund and chargeback responsibility) survive. BandPass may suspend or terminate your access for breach of this Agreement, suspected fraud, legal risk, or extended inactivity, and may terminate this Agreement for any reason on thirty (30) days' notice to the email on your account, in which case events already on sale continue under this Agreement until they are completed or cancelled and refunded. Following termination BandPass will pay out amounts owed to you, less permitted offsets.

When this Agreement ends, the License ends, and you must comply with the return and destruction obligations in Section 15. Sections 3 (as to amounts owed), 6, 7, 8, 9, 10, 11 (as to the continuing license and your representations), 13, 14 (as limited by its final paragraph), 15 (for the period it states), 16, 17, 18, this paragraph of Section 19, 20, 21, 24, and 25 survive termination or expiration of this Agreement, together with any other provision that by its nature should survive.

20. Insurance and Compliance with Law

You are responsible for complying with all laws that apply to your events and to your sale of tickets, including venue licensing and occupancy, accessibility, tax, privacy and marketing laws, and consumer-protection and ticket-sales laws, including Colorado's event ticket sales and total-price laws (C.R.S. §§ 6-1-718, 6-1-720, and 6-1-737) and the equivalent laws of the state where the event is held. You are the operator and seller of record for each of your events and are responsible for the cancellation-refund guarantee in C.R.S. § 6-1-718(2) and any equivalent law of the state where the event is held; you authorize BandPass to process those refunds from the proceeds held for the event and from your payouts as Section 6 provides. You will make any written venue conduct policies available to BandPass for display with the event, and you will not instruct BandPass to void or refuse a valid ticket solely because it was resold through a channel you did not approve. You are responsible for maintaining insurance appropriate for your events, including general liability coverage; BandPass does not insure your events, attendees, venues, or equipment.

21. Disclaimers, Liability, and Indemnity

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BANDPASS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION. BANDPASS DOES NOT GUARANTEE ATTENDANCE OR SALES, AND FORECASTS, ANALYTICS, AND BENCHMARKS ON THE PLATFORM ARE ESTIMATES PROVIDED FOR YOUR INFORMATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BANDPASS'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS ($1,000) OR (B) THE TOTAL FEES BANDPASS RETAINED FROM YOUR TRANSACTIONS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS CAP DOES NOT LIMIT BANDPASS'S OBLIGATION TO PAY OUT TO YOU THE TICKET PROCEEDS IT HOLDS FOR YOU UNDER SECTION 4, LESS PERMITTED OFFSETS. NEITHER THIS CAP NOR THE EXCLUSION BELOW APPLIES TO BANDPASS'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; TO BANDPASS'S BREACH OF ITS CONFIDENTIALITY OR DATA-SECURITY OBLIGATIONS UNDER THIS AGREEMENT, THE PRIVACY POLICY, OR APPLICABLE LAW; TO BANDPASS'S INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR TO ANY LIABILITY THAT CANNOT BE LIMITED BY LAW. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES, EXCEPT THAT THIS EXCLUSION DOES NOT APPLY TO YOUR BREACH OF SECTION 10, 14, OR 15, YOUR INDEMNIFICATION OBLIGATIONS, OR YOUR OVERSALE OF AN EVENT.

You will indemnify and hold harmless BandPass and its members, officers, employees, and contractors from claims, damages, fines, and expenses (including reasonable attorneys' fees) arising from your events, Your Content, your use of attendee data, an Oversale, your failure to fund refunds, your violation of law, or your breach of this Agreement. BandPass will notify you promptly of a claim, and you may control its defense with counsel reasonably acceptable to BandPass, except that you may not settle a claim in a way that admits fault on BandPass's behalf or imposes an obligation on BandPass without BandPass's written consent. BandPass may participate in the defense at its own expense.

22. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government orders, war, terrorism, civil unrest, labor disputes, or failures of utilities, the internet, Stripe, or other providers outside the party's control, provided the affected party uses reasonable efforts to resume performance. This Section does not excuse payment obligations, your obligation to fund refunds for a cancelled event, or your obligations under Sections 10, 14, and 15. If such an event prevents a show from taking place, the show is treated as cancelled under Section 6.

23. Changes to This Agreement and to Fees

BandPass may update this Agreement and its fee structure prospectively. BandPass will give at least thirty (30) days' notice of a material change, by email to the address on your account and through the Platform, before the change takes effect, except that a change required by law or by Stripe, or a change that only adds features or reduces fees, may take effect on notice. Where a change materially affects your rights or obligations — including any change to fees, refunds, or dispute resolution — BandPass will require you to accept the new version before you next publish an event, connect a payout account, or connect a marketing service. If you do not agree to a change, stop using the Platform before its effective date; continuing to use the Platform after the effective date of a change of which you have been notified is acceptance of it. Changes do not apply retroactively: tickets already sold are governed by the version in effect when they were sold, and a change does not apply to a dispute that arose before its effective date. The version number and effective date shown on the agreement page are the record of which text is current.

24. Dispute Resolution; Arbitration; Class Waiver

Any dispute arising out of or relating to this Agreement or the Platform will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in the edition in effect when the arbitration is filed, before a single arbitrator, seated in Denver, Colorado, except that (a) either party may bring an individual claim in small claims court, and (b) either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, attendee data, or the security of the Platform, without first arbitrating. If the AAA's rules require it to apply the Consumer Arbitration Fee Schedule to a dispute because you are an individual, that fee schedule applies and BandPass will pay the business's share of the AAA fees. Before starting arbitration, a party will send the other a written notice describing the dispute and the relief sought and allow thirty (30) days to resolve it informally. The Federal Arbitration Act governs this Section. BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. If the class waiver is found unenforceable as to a particular claim, that claim will be decided in court, not in arbitration. Judgment on the award may be entered in any court of competent jurisdiction. For any court proceeding permitted by this Section, the parties consent to the jurisdiction of the state and federal courts located in Denver, Colorado. The arbitrator or court may award reasonable attorneys' fees and costs to a prevailing party where the applicable rules or the law permit, and will award them against a party that brought or maintained a claim or defense in bad faith. Nothing in this Section limits any right to recover fees, or any protection against paying them, that a statute gives you.

25. General

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws rules. If any provision is held unenforceable, it may be reformed if and only to the extent permitted by applicable law, and the remainder will remain in effect. You may not assign this Agreement without BandPass's consent; BandPass may assign it to an affiliate or to a successor to its business. This Agreement, together with the BandPass Terms of Service, Privacy Policy, and the Stripe Connected Account Agreement, is the entire agreement between the parties regarding its subject matter; this Agreement controls over the Terms of Service for organizers, and the Stripe Connected Account Agreement controls as to Stripe's services. A failure to enforce a provision is not a waiver of it. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. "Including" means "including without limitation," and headings are for convenience only. Electronic acceptance satisfies any requirement of a writing or signature. BandPass keeps a record of the version you accepted and attempts to email you a copy; the current text is always available at the agreement page on the Platform. Notices to BandPass: BandPass LLC, Attn: Legal, email: support@thebandpass.com. Notices to you: the email on your account.