Effective date: July 22, 2026
Platform operator: Jonathan Bailey, carrying on business as ClubPass365, Toronto, Ontario, Canada (“ClubPass365”)
Organizer: The individual or entity identified in the approved organizer account (“Organizer”).

2.1 Acceptance and authority

This Agreement governs access to ClubPass365’s organizer services. Acceptance must be recorded through an affirmative agreement step or a signed agreement before organizer tools are activated. An individual accepting on behalf of an entity represents that they have authority to bind it. The Organizer must have legal capacity to contract and provide accurate legal identity, business, contact and payment-verification information.

2.2 Approval and access roles

New accounts begin as Customer accounts. Creating an account or using an available social sign-in method does not confer organizer privileges. Organizer access requires an upgrade request and approval. Approval and any verification badge indicate only the checks described by ClubPass365; they are not a guarantee of financial stability, event quality or legal compliance.

The Organizer must restrict staff access to authorized functions. Check-In Staff may access assigned ticket-validation tools and permitted attendance information; they must not receive general organizer, banking or administrative credentials. The Organizer must revoke access when staff leave and report compromised credentials promptly.

2.3 Relationship and services

The Organizer supplies and is responsible for the event. ClubPass365 supplies the marketplace and ticketing services described at onboarding. The parties are independent contractors; neither may bind the other except for expressly authorized ticketing and payment functions. This allocation does not exclude duties imposed directly on ClubPass365 by law.

Available tools may include listings, categories, search visibility, ticket tiers, capacity controls, coupons, optional extras, images and video, FAQs, venue information, promotional placement, organizer profiles, followers, order reports, attendee communications and QR check-in. A feature is included only when enabled for the account; development plans and demonstrations are not service commitments.

2.4 Accurate listings and admission information

Before ticket sales begin, the Organizer must clearly disclose the event name, seller identity and contact details, date, time zone, doors-open time, venue and address, ticket inclusions, ticket tiers, capacity or purchase restrictions, accessibility information, age and identification requirements, transfer rules and refund policy. Important restrictions must be prominent before purchase and included in the order record where appropriate.

Event end times may vary at the discretion of the Event Organizer and Venue Management, subject to applicable law and the event’s material commitments. This notice does not authorize a materially shorter or different event without applicable remedies. An “all ages” description does not permit unlawful alcohol service.

The Organizer must update inaccurate information promptly and notify affected buyers of material changes. Fake scarcity, misleading countdowns, fabricated reviews, unauthorized performers, false availability and unavailable advertised prices are prohibited. “Tickets remaining” and similar displays must reflect configured inventory and must not be represented as a verified attendance count.

2.5 Event operation, safety and accessibility

The Organizer is responsible for venue authority, permits, lawful capacity, security, emergency arrangements, accessibility and accommodation obligations, age verification, liquor compliance, music and other licences, personnel, and appropriate insurance. Requirements vary by location and event type. ClubPass365 may reasonably request supporting evidence and pause sales where substantiated concerns require investigation.

The Organizer must operate without unlawful discrimination, harassment or unsafe practices and honour valid tickets subject to lawful, disclosed entry conditions. Staff must provide a reasonable escalation procedure when a ticket is rejected or a scanner is unavailable.

2.6 Prices, taxes, fees and promotions

The Organizer’s fee schedule, payout arrangements and any advertising order must be disclosed and accepted before the relevant service or sale. The applicable schedule must identify the calculation basis, currencies, taxes, allocation of buyer and organizer fees, refund treatment and any processing or dispute charges. No percentage is fixed by this Agreement unless expressly stated in the accepted schedule.

Displayed prices must comply with all-in pricing requirements. Mandatory non-government charges must not be hidden until checkout. Optional extras must be genuinely optional and expressly selected. Each party remains responsible for its own tax registration, reporting, collection and remittance obligations as determined by law and the actual supply/payment arrangement. The use of a payment processor does not transfer those obligations automatically.

The Organizer must fund authorized coupons and discounts according to their stated terms. A free ticket does not guarantee free optional extras, but unavoidable charges must not be concealed behind a “free” claim.

2.7 Payment collection and payouts

The Organizer authorizes ClubPass365, to the extent permitted by the disclosed payment arrangement, to facilitate collection through designated providers and to account for accepted deductions, refunds and reversals. Onboarding must identify the seller and merchant-of-record arrangement, the party receiving funds, payout provider and applicable provider terms. This Agreement alone does not establish a trust, escrow, deposit account or stored-value service.

An account balance or Wallet display is an accounting view subject to settlement, verification, refunds, reserves and corrections. It is not necessarily money available for immediate withdrawal. ClubPass365 does not promise a bank payout date unless expressly agreed in the applicable schedule.

Reasonable, proportionate payout holds or reserves may be applied for suspected fraud, event non-delivery, unresolved disputes, verification failures, legal requirements or provider restrictions. ClubPass365 will explain the basis and review process unless prohibited by law or doing so would prejudice a legitimate investigation. Undisputed funds not reasonably needed for the identified exposure must be released under the applicable schedule. Holds are not a right to confiscate funds indefinitely.

2.8 Refunds, cancellations and material changes

The Organizer must honour the Ticket Buyer Terms, the event’s disclosed policy and mandatory legal remedies. Under the proposed platform cancellation rule, a cancelled event entitles the buyer to a refund of the affected ticket price, mandatory transaction charges and applicable taxes. The Organizer and ClubPass365 must allocate those amounts between themselves under the accepted fee schedule; their allocation cannot reduce the buyer’s entitlement.

For postponements or material changes, the Organizer must promptly communicate revised details and offer remedies required by law and the Ticket Buyer Terms. Credit or replacement admission cannot be imposed in place of a required refund. Force majeure does not extinguish mandatory refund rights.

The Organizer authorizes refunds and lawful reversals from available proceeds and must provide any necessary shortfall for obligations allocated to it. This authorization does not permit an undisclosed debit from a bank account or payment card; separate authorization and applicable payment rules govern those debits. ClubPass365 must not promise buyers a remedy it cannot operationally administer.

2.9 Disputes, chargebacks and records

The Organizer must maintain accurate fulfilment and event records and cooperate with payment disputes within the applicable response period. Evidence must be truthful and limited to what is relevant. A QR scan supports an admission record but does not conclusively prove lawful entry, event fulfilment or the absence of a valid dispute.

ClubPass365 may recover only amounts properly allocated by the accepted schedule or applicable law, supported by an itemized accounting. No party may receive a refund and retain a duplicate recovery for the same loss. Nothing restricts a buyer’s lawful card dispute rights.

2.10 Attendee information and communications

The Organizer may access attendee information only for authorized event administration, ticket validation, necessary event communications, support, refunds and legal obligations. It must protect exports and devices, limit access and securely remove information when no longer necessary.

Ticket purchase, following an organizer, or adding an event to a wishlist does not automatically authorize the Organizer’s unrelated advertising. Separate valid permission or another lawful basis is required. Organizer marketing must identify the sender, include required contact information and provide a compliant unsubscribe method. The Organizer must not sell attendee lists, upload them to advertising audiences without lawful authority, or disclose attendance publicly without an appropriate basis.

An Organizer discovering a security incident involving platform-derived information must notify ClubPass365 without undue delay, cooperate in containment and preserve relevant records. Each party remains responsible for its own regulatory and individual notification duties; this clause does not replace them.

2.11 Content, promotion and reviews

The Organizer warrants that it has rights to supplied names, images, recordings, trademarks and promotional content, including necessary permissions concerning depicted people. It grants ClubPass365 a non-exclusive licence to host, format and display that content to provide and promote the listing and contracted services. The licence is limited to those purposes and ends when no longer needed, subject to completed campaigns, lawful archives, backups and dispute records.

Paid or featured placement must be identified as such where required. Placement does not guarantee views, sales or attendance. The Organizer must not manipulate reviews or retaliate against lawful criticism. Reported content may be investigated and removed on reasonable grounds with an opportunity to respond where practicable.

2.12 Suspension and termination

Either party may end future organizer use by written notice, subject to outstanding event, settlement and refund duties. ClubPass365 may immediately restrict access where reasonably necessary to address fraud, unlawful activity, material breach or substantial safety or security risk. Where practicable, it will give reasons and an opportunity to correct the issue or appeal. Termination does not erase existing buyer rights, earned payment entitlements or lawful recordkeeping obligations.

2.13 Responsibility, indemnity and liability

The Organizer is responsible for its own acts, staff and event delivery. To the extent permitted by law, it will indemnify ClubPass365 against third-party claims and reasonable resulting costs caused by its material breach, unlawful event operation, infringement or unauthorized handling of attendee information. The indemnity excludes loss caused by ClubPass365’s own negligence, wilful misconduct or breach. ClubPass365 must promptly notify the Organizer, permit reasonable participation in the defence and not agree to an admission or settlement binding the Organizer without consent, not unreasonably withheld.

Neither party guarantees uninterrupted technology. Each must take reasonable steps to mitigate foreseeable loss. Any negotiated business-to-business liability cap must be stated in the accepted commercial schedule; there is no numerical cap supplied by this draft. No exclusion limits liabilities that cannot lawfully be excluded, fraud, wilful misconduct, amounts properly payable, or mandatory buyer remedies.

2.14 Governing terms and acceptance record

Ontario law and applicable federal Canadian law govern, subject to mandatory laws applicable elsewhere. Ontario courts have jurisdiction subject to non-waivable forum rights. Good-faith discussion does not suspend deadlines or prevent urgent relief. This Agreement, the accepted commercial schedule and applicable platform policies form the organizer contract; mandatory law prevails. Future material changes require reasonable notice and any legally required acceptance and do not retroactively remove accrued rights.

Acceptance record: Organizer legal name; authorized representative and title; account ID; accepted document and fee-schedule versions; date/time; affirmative acceptance evidence. Do not collect unnecessary device data solely to document acceptance.