Draft. This document is not final and is not yet in effect.

Organiser Agreement

Effective date: [EFFECTIVE DATE]

This agreement is between Cutthroat Tickets, Inc., a California corporation (“cutthroat”, “we”, “us”), and the business or person who signs it or accepts it (“you”, “the organiser”). It covers your use of cutthroat to list events, sell and issue tickets, and admit people at the door.

It is written in plain English on purpose. If something is unclear, ask us at legal@cutthroat.tickets before you rely on it.

1. Accepting this agreement

1.1 You accept this agreement when you sign it, or when you accept it electronically where we offer that. If you accept for a company, you confirm you have the authority to bind it.

1.2 This is a written contract between you, the event organiser, and us, your ticketing service. We sell tickets only for organisers who have accepted it.

1.3 These documents are part of this agreement: the Acceptable Use and Copyright Policy and the data processing terms in Schedule A. Your buyers are covered by the Buyer Terms of Service, the Privacy Policy and the Refund Policy; you agree not to promise buyers anything that contradicts them.

2. What we provide

2.1 We give you software to: publish event pages on your own branded site; sell tickets online and at the door; deliver tickets by email; scan tickets; issue refunds; send messages to ticket holders; and see your sales, fees and payouts.

2.2 We also give you an API, webhooks and other tools for connecting your own systems. Their use is covered by this agreement.

2.3 We may improve, change or remove features. If we remove something you rely on, we will give you reasonable notice where we can.

3. You are the seller

3.1 You sell the tickets. Each ticket sale is a contract between you and the buyer. You are the merchant of record. You set the price, the terms of entry and the refund policy, and you are responsible for the event.

3.2 We are your service provider. We run the software that lists, sells and delivers your tickets on your behalf under this written contract. We are not the seller, the promoter, the venue or the producer of your event, and we are not a party to your contract with the buyer.

3.3 We tell buyers this. The checkout names you as the business charging their card, and the Buyer Terms say the organiser is the seller.

3.4 We never hold ticket money. Buyers pay you directly through your own payment account (section 4). The only money we receive from a sale is our own fee (section 5).

4. Your payment account

4.1 To sell paid tickets you connect your own account with a payment processor we support (Square or Stripe). Your agreement with the processor is separate from this one, and you must follow it.

4.2 Every card payment is made on your account. The processor pays you on its own schedule and charges you its own processing fees. We do not control when you are paid and we cannot release, hold or redirect your money.

4.3 By connecting your account you authorise us to: create payments, and refunds you or your buyers start, on your account; take our fee from each payment using the processor’s application-fee feature; and read payment, payout, refund and dispute records so we can show them in your dashboard.

4.4 You can disconnect your payment account at any time. When you do, new sales through it stop. You remain responsible for refunds and disputes on sales already made, and you should also remove our access in your processor’s own dashboard.

4.5 The processor reports your sales to tax authorities where the law requires it (for example, IRS Form 1099-K). We do not.

5. Our fee

5.1 A flat fee per paid ticket. We charge a fee on each ticket a buyer pays for. There is no setup fee, no monthly fee and nothing to prepay.

5.2 The fee steps down as you sell more. The fee for a paid ticket sold online depends on how many paid tickets you sold in the 365 days before that sale:

The count is of tickets that were paid for and are still valid; refunded tickets drop out of it. The step is applied automatically at the moment of each sale.

5.3 Volume from your previous platform. If you show us your paid-ticket volume for the 12 months before you joined, we may count it toward your step for a limited time, so you start at the right step.

5.4 Card sales at the door. The fee for a ticket paid by card at the door is $0.39, or your online fee if that is lower.

5.5 No fee on free tickets, complimentary tickets, tickets paid in cash, or tickets paid outside the platform.

5.6 Low-priced tickets. A ticket whose paid price (after any discount) is under $10.00 pays half the fee. A ticket whose paid price is under $2.50 pays no fee.

5.7 Nonprofits. An organiser we have verified as a registered charity or nonprofit pays half the fee on every ticket. This does not combine with the low-price half rate.

5.8 Rounding. Half fees are rounded to the nearest whole cent, with half a cent rounded up (for example, half of $0.59 is $0.30).

5.9 Processor limits. A processor may limit how much of a payment we can take as our fee. Where it does, we take only what it allows on that payment and waive the rest.

5.10 How the fee is collected. The processor deducts our fee from each payment at the moment of sale and sends it to us. We do not invoice you for ticket fees.

5.11 Who pays it. You choose whether our fee is added to the price the buyer pays or comes out of your ticket price. Either way it is part of the all-in price shown to buyers (section 6). By default it is added to the buyer’s price.

5.12 Your own charges. You may add your own service fee, which you keep. Your processor’s card-processing fee is charged on your account at your rate; you choose whether buyers or you pay it.

5.13 A different fee. If you and we agree a different fee in writing, that fee applies instead of the table.

5.14 Changes. We may change our fees by emailing you at least 30 days before the change takes effect. A change applies only to tickets sold after it takes effect. If you do not agree, you can stop selling and end this agreement before then.

5.15 No subscription, no automatic renewal. We do not sell you a subscription and nothing renews automatically. If we ever offer a paid plan that renews, it will have its own clearly disclosed terms and your separate consent.

5.16 Taxes on our fee. Our fees do not include any sales or similar tax that applies to them. If the law requires us to collect such a tax, we will add it and tell you.

6. The price buyers see

6.1 All-in prices. Federal and California law require that the first and most prominent price a buyer sees for a live-event ticket is the total price, including every mandatory fee. Our software shows the all-in price everywhere a price appears: listings, event pages, checkout, embedded widgets, search-engine data and the API. Only government taxes may be shown separately, and they are shown before the buyer pays.

6.2 You agree to the same rule wherever you advertise your prices yourself: posters, social posts, emails, your own website. Advertise the all-in price.

6.3 You will not charge a ticket buyer any mandatory charge that was not included in the price shown to them, at the door or anywhere else.

6.4 Taxes. You decide whether a tax applies to your tickets and set it on the event. You are responsible for collecting, reporting and paying any admission, sales or amusement tax on your sales.

7. Refunds, cancellations and postponements

7.1 Your policy. You set the refund policy for each event. It is shown on the event page and at checkout before the buyer pays. You must honour the policy that was shown when the buyer bought. If you set no policy, buyers are shown: “Full refund if the event is cancelled or moved. Otherwise ask the organiser before doors.”

7.2 Refunds come from you. A refund is paid from your payment account back to the buyer’s original payment method. You must keep enough money available with your processor to cover refunds you owe.

7.3 How refunds work in the software. You can refund whole tickets, part of an order, or every order for an event. When a ticket is refunded in full the buyer gets back everything they paid for it, including any fees that were added to their price, and the ticket stops scanning. If you turn on self-service refunds for an event, buyers can refund their own tickets from their order page until the cut-off you set; that setting is your standing approval of those refunds.

7.4 The legal minimum. Whatever your policy says:

• if you cancel an event, you must refund every buyer the full ticket price, including fees, within 30 days of the cancellation; and
• if you postpone, reschedule or relocate an event, you must refund any buyer who asks.

These duties come from California law and you cannot contract out of them. Other states have their own rules; you must follow the rules of the place where your event is held.

7.5 Our fee on refunds. When you cancel an event and refund buyers with the reason “event cancelled”, we return our fee on those tickets in full. On any other refund we keep our fee, so the amount returned to the buyer comes from you. Your processor decides whether it returns its own processing fee.

7.6 If you do not refund. If you have not refunded buyers when section 7.4 or your own policy requires it, you authorise us to issue those refunds from your connected payment account on your behalf. We are not obliged to do this, and doing it does not make us responsible for the refund.

7.7 Telling buyers. When you cancel or change an event, tell ticket holders promptly. The software can send the notice for you.

8. Chargebacks and disputes

8.1 A chargeback is a dispute a buyer raises with their card issuer. Because you are the merchant of record, chargebacks are raised against your payment account. You are responsible for the disputed amount, the processor’s dispute fee and any related loss.

8.2 We show open disputes in your dashboard and give you the records we hold (the order, the ticket delivery and the door scans) so you can respond. Responding on time is your job.

8.3 We do not return our fee on a sale that is later disputed, unless the processor returns it automatically.

8.4 If your dispute or refund rate is high enough to put buyers or the platform at risk, we may pause your sales under section 19.

9. Your events and your legal duties

9.1 You are solely responsible for your events. That includes the venue, safety and security, capacity, staffing, accessibility for people with disabilities, age checks, and everything that happens at the event.

9.2 You will hold every permit and licence your event needs, including alcohol and entertainment licences, and follow every law that applies to it.

9.3 Honest listings. Your event pages will be accurate and not misleading: the date, time, place, line-up, age limit, what the ticket includes, and any restriction. If something material changes, you will update the page and tell ticket holders.

9.4 Only tickets you have the right to sell. You will list only tickets for events you run or are authorised in writing to sell. You will not list speculative tickets (tickets you do not have and cannot guarantee) or sell more tickets than the venue can lawfully admit.

9.5 Fair sales. You will not use, or help anyone use, bots or other tools to get around purchase limits, queues or security measures, and you will tell us if you see it happening.

9.6 You will honour every valid ticket.

10. Insurance

10.1 You will carry commercial general liability insurance covering your events with limits of at least $1,000,000 per occurrence and $2,000,000 in aggregate, and liquor liability cover wherever alcohol is sold or served.

10.2 On request you will give us a certificate of insurance. Your insurance is the first source of cover for claims about your events; ours is not.

11. Your content and brand

11.1 You keep ownership of everything you upload or enter: names, logos, artwork, descriptions, photos and so on (“your content”).

11.2 You give us a non-exclusive, worldwide, royalty-free licence to host, copy, display, adapt for format and distribute your content for the purpose of running the service for you. That includes showing it on your event pages, tickets, wallet passes, emails and link previews, and listing your public events on cutthroat.tickets so people can find them. The licence ends when you remove the content or close your account, except for copies we must keep as records.

11.3 You promise that you own your content or have every right needed to use it and to give us this licence, and that it does not infringe anyone’s copyright, trade mark, publicity or privacy rights, or break the law or the Acceptable Use and Copyright Policy.

11.4 We may name you as a customer and show your logo on our website. Tell us if you would rather we did not, and we will stop.

12. Your branded site and custom domains

12.1 Your site. We give you a site at a cutthroat.tickets subdomain, and you may connect domain names you own or control. While this agreement lasts we license you to use our software to run that site under your own brand.

12.2 Domains. You are responsible for any domain you connect and you promise you have the right to use it. We may refuse or disconnect a domain or a subdomain name that is misleading, infringes someone’s rights or creates a security risk.

12.3 No impersonation. You will not present your site as the official site of a venue, artist, team or event you do not represent, use a name, address or design likely to be confused with someone else’s, or claim to be an “official” seller when you are not.

12.4 Credit. Your pages carry a small “Ticketing by cutthroat” credit and links to the buyer terms and privacy policy. You will not hide or remove them.

12.5 Our brand. This agreement gives you no right to use the cutthroat name, wordmark or dagger mark, other than the credit we place on your pages.

12.6 We own the service, its software and its design. Feedback you give us may be used freely.

13. Acceptable use and copyright

You will follow the Acceptable Use and Copyright Policy, and you are responsible for the people you give access to. That policy explains how we handle copyright complaints, including removing content and closing the accounts of repeat infringers.

14. Buyer data and privacy

14.1 Whose data it is. Information about people who buy or hold tickets to your events is your customer data. You decide why and how it is used; we handle it for you as your service provider under Schedule A.

14.2 Our own data. Some information is ours and is covered by our Privacy Policy, not Schedule A: your own account and team details, people who join cutthroat’s own mailing lists, and records we must keep to run and secure the platform and to meet our own legal duties.

14.3 Your duties. You will use buyer data only for lawful purposes, give buyers any privacy notice the law requires of you, keep exports and downloads secure, and not sell buyer data.

14.4 Advertising and analytics tools. If you add Google Analytics, a Meta Pixel or similar tools to your pages, or turn on server-side purchase events, those tools are yours. You are responsible for the notices and opt-outs the law requires, and you agree that we will not load or send them for a buyer whose browser sends a Global Privacy Control signal or who has opted out.

14.5 Requests from individuals. Buyers can ask us to export or delete the information held about them across the platform. We act on verified requests and record them in your audit log. Some records are kept as the law allows (see the Privacy Policy).

14.6 Your data, your export. You can export your events, orders and contacts at any time while your account is open.

15. Email and text messages

15.1 Transactional messages. We send order confirmations, tickets, refund notices, transfer notices and event-change notices to your buyers on your behalf. They carry your name and support address because you are the seller.

15.2 Marketing email. You may send marketing email only to people who agreed to receive it from you. The software records each person’s consent and the words they agreed to, adds an unsubscribe link to every marketing email and stops sending to anyone who unsubscribes. You are the sender under the CAN-SPAM Act: your marketing emails must carry your valid postal address, an honest subject line and honest sender details, and you must give us a postal address to put in them.

15.3 Text messages. We do not send text messages for organisers at this time. When we do, marketing texts may go only to people who gave prior express written consent through an unticked box, every text will say how to stop, and you will follow the Telephone Consumer Protection Act and carrier registration rules.

15.4 Your content. You are responsible for what your messages say. You will not upload contact lists you did not collect lawfully or with consent.

15.5 Cart reminders. When someone starts an order and does not finish it, the software sends at most one reminder per person per event. It goes to people who agreed to your marketing email. If you turn the setting on, people who have not agreed get a single plain notice about the order they started and nothing more.

16. Your team, door staff and security

16.1 You decide who on your team has access and what they can do. You are responsible for what they do with it, and for removing people who leave.

16.2 Scanner links, PINs, API keys, webhook secrets and sign-in codes are confidential. Keep them safe, and tell us at once at support@cutthroat.tickets if you think one has been exposed or misused.

16.3 Some actions need a fresh sign-in, such as large refunds and changes to payment accounts. Do not try to get around these checks.

17. Tickets, transfers and the door

17.1 Delivery. Tickets are delivered by email as a link to a web ticket. Wallet passes are offered where available.

17.2 Transfers. Buyers can send a ticket to another person free of charge unless you turn transfers off for an event. A transfer closes before doors at the cut-off you set (60 minutes before the first session by default). When a transfer is accepted the old ticket stops working and a new one is issued to the new holder.

17.3 No resale marketplace. We do not run a resale marketplace and tickets cannot be sold through the platform by anyone but you.

17.4 At the door. The door app scans tickets and keeps working through network outages. You are responsible for your devices, your door staff and your connection, and for deciding who gets in.

18. Availability and support

18.1 We work hard to keep the service running, especially during on-sales and at doors, but we do not promise it will be uninterrupted or error-free. We may carry out maintenance, and we will try to do it at quiet times.

18.2 Support is by email at support@cutthroat.tickets.

18.3 Features marked beta or preview are offered as they are and may change or be withdrawn.

19. Pausing and ending

19.1 You can leave at any time. Tell us in writing and stop selling. There is no minimum term and no exit fee.

19.2 We can end this agreement by giving you 30 days’ written notice.

19.3 Pausing sales. We may pause your sales, or remove a listing, immediately if we reasonably believe that: you have broken this agreement or the law; an event is fraudulent, unsafe or will not take place; your refund or dispute rate puts buyers at risk; your payment account is no longer in good standing; or pausing is needed to protect buyers, other organisers or the platform. We will tell you why and, where the problem can be fixed, give you the chance to fix it.

19.4 What a pause means. While sales are paused, no new tickets can be sold and your team’s access is read-only. Tickets already sold stay valid and the door keeps scanning them.

19.5 After the agreement ends. You remain responsible for events already on sale, tickets already sold, and refunds and disputes on them. We will keep ticket scanning and order look-up working for tickets already sold where we reasonably can. You can ask for an export of your data for 30 days after your account closes. We keep records as the Privacy Policy describes.

19.6 Sections 3, 5 (for fees already earned), 7, 8, 9, 11.3, 14, 19.5, 20 to 24 and Schedule A continue after this agreement ends.

20. Indemnity

20.1 You will defend us, and pay any resulting loss, damages, fines, penalties and reasonable legal costs, against any claim made by someone else that arises from:

• your events, including injury, damage, cancellation, postponement or anything that happens at them;
• your tickets, prices, refunds, chargebacks or taxes;
• your content, your branded site or your domains;
• messages you send or ask us to send;
• your use of buyer data; or
• your breach of this agreement or the law.

20.2 We will defend you, and pay any resulting loss, damages and reasonable legal costs, against any claim made by someone else that our software, as we provide it, infringes their intellectual property rights. This does not cover claims caused by your content, your changes or use that breaks this agreement.

20.3 The party asking for protection must tell the other promptly, let it control the defence, and cooperate. Neither party may settle a claim in a way that admits fault for the other or makes the other pay, without the other’s written consent.

21. Disclaimers

Except for what this agreement expressly promises, the service is provided “as is” and “as available”. To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that you will sell any particular number of tickets, and we are not responsible for your processor, your venue, your internet connection or your devices.

22. Limit of liability

22.1 To the extent the law allows, neither party is liable to the other for lost profits, lost revenue, lost goodwill, or any indirect, special, incidental, consequential or punitive loss, even if told it was possible.

22.2 To the extent the law allows, our total liability to you for everything arising from this agreement is limited to the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim and (b) $500.

22.3 These limits do not apply to your duty to pay fees, to either party’s duties under section 20, to your responsibility for refunds, chargebacks and taxes, or to anything that cannot lawfully be limited, such as fraud or wilful misconduct.

23. Governing law and disputes between us

23.1 California law governs this agreement, without regard to its conflict-of-laws rules.

23.2 If we have a dispute, each of us will first try in good faith to settle it by talking, for at least 30 days after one tells the other about it in writing.

23.3 If that fails, the dispute will be decided only by the state or federal courts located in Riverside County, California, and each of us accepts their jurisdiction. Either of us may ask any court for urgent relief to protect confidential information, intellectual property or buyers.

24. General

24.1 Changes. We may change this agreement by emailing you at least 30 days before the change takes effect. If you keep selling after that date, you accept the change. If you do not agree, you can end the agreement first.

24.2 Whole agreement. This agreement, with the documents listed in section 1.3 and any fee agreed in writing under section 5.13, is the whole agreement between us about the service. If they conflict, a written fee agreement comes first, then this agreement, then the policies.

24.3 Independent businesses. We are independent contractors. Nothing here makes us partners, joint venturers or employer and employee. We act for you only in the limited ways this agreement describes.

24.4 Transfer. You may not transfer this agreement without our written consent, which we will not unreasonably withhold. We may transfer it to a company that takes over our business.

24.5 Notices. We will send notices to the email address on your account. Send notices to us at legal@cutthroat.tickets, with a copy by post to Cutthroat Tickets, Inc., [MAILING ADDRESS].

24.6 Events outside our control. Neither of us is liable for a failure caused by something beyond our reasonable control, such as a natural disaster, a government order, or a failure of a utility, network or payment processor. This does not excuse your duty to refund buyers.

24.7 If part is unenforceable. If a court finds part of this agreement unenforceable, the rest still applies. Not enforcing a right once does not waive it.

Schedule A: Data processing terms

These terms apply to personal information about your buyers and ticket holders that we handle for you (“buyer data”). They are meant to meet the contract requirements for a “service provider” under the California Consumer Privacy Act as amended (the “CCPA”).

A1. Roles. For buyer data, you are the business and we are your service provider. You disclose buyer data to us only for the limited business purposes in A2.

A2. What we do with it. We process buyer data only to provide the service to you: taking orders, issuing and delivering tickets, admitting people at the door, handling refunds and transfers, sending messages you ask for, reporting to you, giving support, keeping the platform secure, preventing fraud, and meeting legal duties.

A3. What we will not do. We will not:

• sell buyer data, or share it for cross-context behavioural advertising;
• keep, use or disclose buyer data for any purpose other than the ones in A2, including any commercial purpose of our own, except as the CCPA allows a service provider to do;
• keep, use or disclose buyer data outside our direct business relationship with you; or
• combine buyer data with personal information we get from another source or from our own dealings with a person, except as the CCPA allows a service provider to do.

A4. The same person, more than one organiser. One person may buy from several organisers. Each organiser sees only its own orders and contacts. When a person asks us to export or delete their information, we act on it for every organiser at once, because that is what the person asked for.

A5. Compliance. We will follow the CCPA duties that apply to us and give buyer data the level of privacy protection the CCPA requires. We will tell you if we decide we can no longer meet those duties. You may then take reasonable steps to stop and fix any unauthorised use of buyer data.

A6. Checking on us. On reasonable written notice, and not more than once a year unless there has been an incident, you may take reasonable steps to check that we use buyer data consistently with your CCPA duties. We will answer reasonable questions and give you a summary of our security measures.

A7. Subcontractors. We use other companies to help run the service (for example hosting, database, email delivery, content delivery and error tracking). We keep a list of them in the Privacy Policy. Each is bound by a written contract with data protection terms at least as strict as these. We are responsible for what they do with buyer data.

A8. Security. We use reasonable technical and organisational measures suited to the data, including: encryption in transit; encrypted storage of payment-account credentials and ticket secrets; access limited to people who need it, with multi-factor sign-in on our own systems; separation of each organiser’s data; audit logs of administrative actions; removal of personal details from application logs; and encrypted, tested backups. We never receive or store full card numbers; card details are entered directly into the payment processor’s own fields.

A9. Requests from individuals. If a person makes a privacy request about buyer data to us, we will act on it as described in the Privacy Policy and record it in your audit log. If a request comes to you, we will give you reasonable help to respond, including through the export and deletion tools.

A10. Security incidents. If we confirm that buyer data has been accessed, disclosed or lost without authorisation, we will tell you without undue delay and within 3 business days. We will tell you what we know, what we are doing about it, and what you may need to tell your buyers, and we will keep you updated.

A11. Retention and return. We keep buyer data for the periods in the Privacy Policy. You can export it at any time. When this agreement ends, we delete or de-identify buyer data on request, except records we must keep by law or for tax, payment-dispute and fraud-prevention purposes, which stay protected by these terms.

A12. Where data is processed. Buyer data is processed in the United States.

Signatures

Cutthroat Tickets, Inc.

Name: ____________________ Title: ____________________

Signature: ____________________ Date: ____________________

Organiser

Legal name of organiser: ____________________

Name: ____________________ Title: ____________________

Signature: ____________________ Date: ____________________