Organizer Services Agreement

1. Services

1.1 Ticketing Services.

We provide online ticketing, event management, waiver distribution, and waiver storage software that enables you to sell tickets, manage your events (“Events”), publish event rules and policies, collect Consumer information (“Consumer Data”), and distribute, collect, and store participant waivers (the “Ticketing Services”). Ticketing Services is included in the meaning of “Services” under the Terms of Service.

1.2 Professional Services.

We offer professional consulting, advisory, educational, and training services relating to haunted attraction operations, including strategies for increasing ticket sales, marketing and promotional efforts, guest experience, operational management, and overall business performance (the “Professional Services”). Professional Services is included in the meaning of “Services” under the Terms of Service.

2. License to Organizer Services

During use of the Ticketing Services, we grant to Organizer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15 herein) license to use the Organizer Services solely for Customer's internal business purposes in connection with its use of the Organizer Services.

3. Organizer Obligations

3.1 Organizer Role.

Organizer, and not Company, is the creator, seller, promoter, producer, and operator of each Event and the seller of each ticket, registration, product, or service offered in connection with an Event. Organizer is also the merchant of record for each such Event sale unless Block, Inc. or another payment processor is expressly identified as the merchant of record at the time of the applicable transaction. Company is not the merchant of record for any transaction in connection with an Event and never receives, holds, or transmits Consumer funds. Without limiting the foregoing, each Organizer is solely responsible for its venue and venue conditions; employees, contractors, performers, vendors, and security personnel; licenses, permits, inspections, and insurance; event descriptions, warnings, restrictions, and promotional materials; admission and removal decisions; cancellations, postponements, substitutions, and refunds; and all injuries, losses, damages, and claims arising out of or relating to an event. The Company provides ticketing and event-management technology only and does not own, operate, supervise, manage, or control any event.

3.2 Operations.

Each sale creates a contract between Organizer and the applicable Consumer. Organizer agrees to maintain and publish terms of sale, a refund policy, Event rules and restrictions, accessibility information, data storage policies, disclosures, and all other material terms before using the Ticketing Services.

3.3 Costs, Refunds, Chargebacks.

You set all ticket prices, fees, and taxes charged to Consumers in your sole discretion and are the sole recipient of them. Your obligation to pay Company's fees is independent of and not contingent on any amount it charges Consumers; and you shall not describe any consumer-facing fee as imposed by, payable to, or on behalf of Company, nor describe any fee as a tax or government charge unless it is one. Organizer is solely responsible for all refunds, credits, chargebacks, exchanges, promotions, and customer reimbursements associated with Events. We may direct Consumer questions, complaints, and refund requests to you.

3.4 Event Information and Performance.

Organizer is responsible for the listing of each Event and is responsible for ensuring all communication thereto is complete, accurate, current, and not misleading, and shall provide the Event, admission, goods, and services substantially as advertised. Organizer shall correct inaccurate information and promptly notify Consumers of any cancellation, postponement, relocation, material schedule change, material change in advertised content, capacity issue, safety concern, or other circumstance reasonably likely to affect attendance or refund requests within a commercially reasonable manner.

3.5 Licenses; Venue; Safety.

Organizer is solely responsible for securing and maintaining all rights, permits, licenses, approvals, inspections, insurance, venue rights, staffing, security, emergency plans, accessibility measures, and health and safety controls required in connection to the Event. Organizer shall comply with all laws applicable to the Event.

3.6 Displayed Pricing.

You acknowledge and agree that you are solely responsible for determining how ticket prices and fees are displayed to Consumers and for ensuring that all pricing, advertising, marketing, and ticket sale practices comply with all applicable federal, state, and local laws, regulations, and governmental guidance, including consumer protection, unfair or deceptive trade practices, and fee disclosure requirements. If you elect to disable any feature that displays fees within the advertised ticket price or otherwise chooses to separately disclose fees, you do so at your own risk and shall be solely responsible for any resulting claims, complaints, investigations, fines, penalties, assessments, liabilities, costs, or expenses arising from or relating to such pricing disclosures. Company does not provide legal advice regarding pricing compliance and shall have no responsibility or liability for your compliance with applicable pricing disclosure laws. You shall defend, indemnify, and hold harmless Company and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, governmental investigations, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your pricing practices, fee disclosures, advertising, or failure to comply with applicable pricing transparency or consumer protection laws.

4. Fees and Payment

4.1 Payment.

You agree to provide current, complete, and accurate purchase and account information for all purchases of the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars. All purchases by you are non-refundable. We accept the following forms of payment:

1. Visa;
2. Mastercard;
3. American Express; and
4. Discover.

4.2 Service Charges.

You shall pay all charges then in effect for your purchases of Services and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

4.3 Fees; Taxes.

All fees are exclusive of, and you shall be responsible for, all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you hereunder; and to the extent we are required to pay any such sales, use, excise, or other taxes or other duties or charges, you shall reimburse us in connection with its payment of fees and expenses as set forth in this 4. Notwithstanding the previous sentence, in no event shall an Organizer pay or be responsible for any taxes imposed on, or regarding, the Company’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

5. No Guarantees

5.1 No Guarantee of Performance.

Organizer understands and agrees that the Professional Services are intended to provide guidance, recommendations, training, and best practices. While Scary Good endeavors to provide valuable and professional assistance, Scary Good makes no representation, warranty, or guarantee that Organizer will achieve any specific level of ticket sales, attendance, revenue, profitability, operational efficiency, or other business result. Any projections, estimates, examples, or recommendations are provided for informational purposes only and should not be construed as guarantees of future performance.

5.2 Legal Sufficiency of Waivers.

Organizer is solely responsible for ensuring any waiver utilized and distributed by Organizer in connection with the Services are legally sufficient and compliant with all laws and regulations specific to their jurisdiction.

5.3 Indemnification.

Pursuant to Section 9, Organizer assumes sole responsibility and shall hold us harmless for its business decisions and for determining whether to implement any recommendations provided through the Professional Services.

6. Representations and Warranties

6.1

You represent and warrant that:

1. you are duly organized, validly existing, and in good standing in the jurisdiction of your organization;
2. you have the full right, power, and authority to enter into this Agreement and to perform its obligations under these Terms;
3. the execution, delivery, and performance of these Terms will not violate, conflict with, require consent under, or result in any breach or default under the provisions of any material contracts to which you are a party or violate any applicable law in any material respect; and
4. you will use the Services for any activity which is depicted in Section 3.1 of the Terms of Service or in an inappropriate manner.

7. Intellectual Property

7.1

Please review this Section 7 and Section 3.1 of the Terms of Service carefully prior to using our Services to understand the i) rights you give us, and ii) obligations you have when you post or upload any content through the Services.

1. Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (the “Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
2. Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, suggestions, reviews, rating suggestions, personal information, or other material (the “Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution. You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.

7.2 Organizer Representation.

When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and this Agreement.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and this Agreement.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.

7.3 License to Contributions.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos). By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

7.4 Representations.

By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

1. confirm that you have read and agree with Section 3.1 of the Terms of Service and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
2. to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
3. warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
4. warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
5. You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

7.5 Contribution Removal.

Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

7.6 Copyright Infringement.

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider consulting legal counsel before submitting a Notification.

8. Data Storage

8.1 Control and responsibility.

Organizer has and will retain sole responsibility for: (a) all customer data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of company in connection with the Services; (c) the security and use of organizer’s and its authorized users' data, including account information. Organizer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all customer data and protect against any unauthorized access to or use of the Services; and (b) control the content and use of customer data, including the uploading or other provision of customer data for processing by the Services.

8.2 Information Security.

Organizer will employ security measures in accordance with a data privacy and security policy developed by Organizer.

8.3 Data Breach Procedures.

Provider shall maintain a data breach plan in and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

9. Confidentiality

From time to time during the term of this Agreement, we (as the “Discloser”) may disclose or make available to you (as the “Recipient”) information about our business affairs, Services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to the public other than as a result of any breach of this Section 9 by the Recipient or any of its representatives; (b) is obtained by the Recipient or its representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) was in the Recipient's or its representatives' possession prior to disclosure by the Discloser hereunder; (d) was or is independently developed by the Recipient or its representatives without using of any of the Discloser's Confidential Information; or (e) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Recipient shall: (i) protect and safeguard the confidentiality of the Discloser's Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser's Confidential Information, or permit it to be accessed or used, for any purpose other than to utilize the Services; and (iii) not disclose any such Confidential Information to any person or entity, except to the Recipient's representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 9 caused by any of its representatives. On the expiration or termination of the Agreement, the Recipient and its representatives shall promptly return to the Discloser all copies, whether in written, electronic, or other form or media, of the Discloser's Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Discloser shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 9.

10. Indemnification and Limitation of Liability

10.3

You (as “Indemnifying Party”) shall indemnify, defend, and hold harmless the Company and its officers, managers, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), relating to or arising out of any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature (collectively, “Claim”) of a third party alleging: (a) any negligent act or omission of Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of Services or exercising of its rights under this Agreement; (b) any bodily injury or death of any individual or third-party or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party; or (c) any failure by Indemnifying Party to comply with any applicable laws.

10.4

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY:

1. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE ORGANIZER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO THE COMPANY FOR USE OF SERVICES IN THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ADDITIONALLY, COMPANY’S LIABILITY SHALL BE LIMITED TO [AMOUNT] PER INCIDENT. ALL CLAIMS MUST BE FILED BY [AMOUNT] AFTER THE EVENT GIVING RISE TO THE CLAIM OR ARE DEEMED WAIVED.

11. Insurance

Organizer shall, at its sole cost and expense, obtain and maintain throughout the period in which Organizer offers, promotes, conducts, or operates any Event through the Services, insurance coverage of such types and in such amounts as are commercially reasonable for the nature, size, location, and activities of the Event and sufficient to cover Organizer’s obligations and liabilities arising out of or relating to the Event and pursuant to this Agreement.

12. Entire Agreement

This Agreement, including and together with the Terms of Service, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Terms of Service, the provisions in the main body of this Agreement shall control.

13. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

14. Amendments

We reserve the right to amend this Agreement at any time and such changes will become effective upon posting on our website, as of the date “Last Modified”.

15. Assignment

You may not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent; provided, however, that Organizer may, without the consent of Company, assign any of its rights or delegate, in whole or in part, the performance of any of your obligations under this Agreement to (a) an entity that controls, is controlled by, or is under common control with Organizer, (b) a successor of Organizer, by consolidation, merger, or operation of law, or (c) a purchaser of all or substantially all of Organizer’s assets. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement.

16. Successors and Assigns

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

17. Relationship of the Parties

The relationship between Organizer and Company is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between Organizer and Company. Neither Organizer or Company has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.