Npass Organizer Terms of Service

1. About Npass

Npass provides a technology platform that allows organizers to list events, sell tickets, manage attendees, process payments, scan tickets, and access event-related tools and reports.

Npass is not the producer, promoter, venue operator, security provider, sponsor, insurer, employer, or guarantor of any event unless expressly stated in a separate written agreement.

You are solely responsible for organizing, promoting, managing, operating, and delivering your event.

2. Acceptance of These Terms

You accept these Organizer Terms when you:

• Create an organizer account;
• Submit or publish an event;
• Sell or distribute tickets through Npass;
• Receive ticket sales proceeds through Npass;
• Use Npass tools, dashboards, reports, or services;
• Click any button or checkbox indicating acceptance.

Your continued use of the platform means you accept the then-current version of these Organizer Terms.

3. Organizer Account

To use Npass as an organizer, you may be required to create an account and provide accurate information, including your name, business name, email, phone number, address, tax information, banking information, ownership information, and identity verification documents.

• Provide accurate and complete information;
• Keep your account information current;
• Protect your username and password;
• Accept responsibility for all activity under your account;
• Notify Npass immediately of unauthorized access or suspected fraud.

Npass may approve, reject, suspend, or terminate any organizer account at its discretion.

4. Verification and Risk Review

Npass may require additional verification before approving your account, publishing your event, processing payments, or releasing funds. This may include:

• Government-issued identification;
• Business registration documents;
• Tax forms;
• Bank account verification;
• Venue agreements;
• Artist or performer agreements;
• Insurance certificates;
• Event permits or licenses;
• Proof of authority to sell tickets;
• Other documents reasonably requested by Npass.

Npass may delay or withhold payouts until verification is completed.

5. Event Listings

You are responsible for all information in your event listing, including:

• Event name;
• Date and time;
• Venue and location;
• Ticket prices;
• Ticket types;
• Seating or admission details;
• Age restrictions;
• Entry requirements;
• Refund policy;
• Event description;
• Images, logos, videos, and promotional materials;
• Artist, performer, speaker, or host information;
• Any restrictions or conditions that apply to attendees.

All event information must be accurate, complete, lawful, and not misleading.

Npass may edit, reject, remove, suspend, or unpublish any event listing that we believe violates these Organizer Terms, applicable law, payment processor rules, platform policies, or creates risk to Npass, buyers, or third parties.

6. Organizer Responsibilities

You are solely responsible for:

• Producing and operating the event;
• Securing the venue;
• Obtaining required licenses, permits, and approvals;
• Complying with venue rules;
• Managing event staff, vendors, contractors, performers, and security;
• Honoring valid tickets sold through Npass;
• Managing admission, scanning, and crowd control;
• Ensuring the event does not exceed legal or venue capacity;
• Handling attendee issues at the event;
• Complying with all applicable laws and regulations;
• Paying all taxes owed by you;
• Handling refunds, chargebacks, claims, and disputes related to your event.

7. Ticket Sales

By listing an event on Npass, you authorize Npass and its payment partners to collect payments from buyers for tickets, fees, taxes where applicable, and other charges.

Unless otherwise stated in writing, you are the seller of the ticket and the party responsible for delivering the event.

Npass may display, collect, deduct, or retain service fees, platform fees, payment processing fees, ticketing fees, marketing fees, taxes, and other applicable charges.

Npass may stop, pause, limit, or cancel ticket sales at any time if we determine that an event creates legal, financial, operational, fraud, safety, reputational, or compliance risk.

8. Npass Fees

Npass may charge fees for use of the platform. Fees may include:

• Platform fees;
• Service fees;
• Payment processing fees;
• Ticketing fees;
• Marketing or promotional fees;
• On-site service fees;
• Refund, chargeback, or dispute fees;
• Custom service or setup fees.

Unless otherwise agreed in writing, Npass may deduct its fees from ticket sales proceeds before any payout is made to you.

Fees are non-refundable unless Npass decides otherwise or applicable law requires otherwise.

9. Holding of Funds Until Event Date

You acknowledge and agree that Npass may hold all ticket sales proceeds until the day of the event or until after the event has successfully occurred. This means that ticket revenue collected before the event may not be paid out to you immediately. Npass may hold funds to protect buyers, Npass, payment processors, banking partners, and other parties from risks including:

• Event cancellation;
• Postponement;
• Rescheduling;
• Venue change;
• Material event changes;
• Fraud;
• Buyer complaints;
• Chargebacks;
• Refund requests;
• Non-performance;
• Overselling;
• Capacity issues;
• Compliance or legal concerns.

By using Npass, you authorize Npass to hold ticket sales proceeds for this purpose.

10. Payouts

Eligible net proceeds may be paid to you after the event has occurred, subject to these Organizer Terms. Unless otherwise agreed in writing, payouts are typically processed within three to seven business days after the event, but payout timing may vary depending on:

• Payment processor settlement;
• Banking timelines;
• Weekends or holidays;
• Refunds;
• Chargebacks;
• Risk review;
• Verification requirements;
• Tax documentation;
• Buyer complaints;
• Suspected fraud;
• Any reserve or holdback applied by Npass.

Npass is not responsible for delays caused by banks, payment processors, inaccurate account information, compliance reviews, or third-party systems.

Npass may require that all account, tax, and banking information be complete and verified before releasing any payout.

11. Reserves, Holdbacks, and Offset Rights

Npass may establish a reserve, holdback, or delayed payout if we determine that there is risk associated with your account, event, or transactions. Npass may hold some or all proceeds to cover:

• Refunds;
• Chargebacks;
• Payment disputes;
• Buyer claims;
• Processing fees;
• Taxes or required deductions;
• Platform fees;
• Fines or penalties;
• Fraud losses;
• Legal claims;
• Amounts owed to Npass.

Npass may apply current or future ticket sales proceeds to any amount you owe Npass.

If you have already received a payout and later refunds, chargebacks, fees, or claims arise, you agree to reimburse Npass upon request.

12. Early Payouts

Npass may, in its sole discretion, offer early payouts to selected organizers. Early payouts are not guaranteed and may be subject to:

• Account history;
• Sales volume;
• Event type;
• Verification status;
• Refund or chargeback history;
• Reserve requirements;
• Additional written approval;
• Additional fees.

Npass may revoke early payout privileges at any time.

Receiving an early payout does not release you from responsibility for refunds, chargebacks, disputes, or claims.

13. Refund Policy

You must clearly disclose the refund policy for each event before tickets are sold. Your refund policy must comply with applicable law and may not be misleading, unfair, or hidden from buyers. Regardless of your stated refund policy, Npass may issue refunds if:

• The event is cancelled;
• The event is materially postponed;
• The event is rescheduled;
• The venue changes materially;
• The event is not substantially delivered as advertised;
• A buyer was charged in error;
• Fraud or unauthorized activity is suspected;
• Applicable law requires a refund;
• Npass determines that a refund is appropriate to protect buyers, the platform, or payment partners.

Npass may deduct refunds from your proceeds or require you to reimburse Npass.

You are responsible for refund obligations related to your event.

14. Cancellations, Postponements, and Event Changes

You must notify Npass immediately if your event is cancelled, postponed, rescheduled, relocated, delayed, materially changed, or unable to proceed as advertised. A material change may include:

• Change of date;
• Change of time;
• Change of venue;
• Change of headline performer;
• Change in admission type;
• Change in seating or access;
• Change in age restriction;
• Reduction in event scope, duration, or benefits;
• Capacity reduction;
• Loss of required license, permit, venue, or performer.

If an event is cancelled, postponed, rescheduled, or materially changed, Npass may notify buyers, pause ticket sales, remove the event listing, issue refunds, hold funds, reverse payouts, charge you for losses, costs, disputes, or fees, require reimbursement, or suspend or terminate your account.

You are responsible for all costs, refunds, chargebacks, disputes, claims, and damages arising from cancellation, postponement, rescheduling, relocation, or material change of your event.

15. Chargebacks and Payment Disputes

You are responsible for all chargebacks, payment disputes, cardholder claims, returned payments, fraud claims, and related fees connected to your event.

Npass may respond to disputes using information available through the platform, including ticket details, purchase records, scan records, refund policy, communications, and event data.

You agree to cooperate with Npass and provide requested documents promptly.

Npass may deduct chargebacks, dispute fees, processing fees, penalties, and administrative costs from your current or future proceeds. If Npass cannot recover these amounts from your proceeds, you agree to pay Npass upon request.

16. Taxes

You are solely responsible for determining, collecting, reporting, and remitting all taxes related to your event, unless Npass is legally required to collect or remit certain taxes.

Taxes may include sales tax, admission tax, entertainment tax, use tax, income tax, withholding tax, or other government charges.

You agree to provide accurate tax information, including any required W-9, EIN, SSN, business address, or tax exemption documentation.

Npass may withhold payouts if required tax information is missing, incomplete, or inaccurate.

17. Legal Compliance

You agree to comply with all applicable federal, state, local, and international laws, rules, regulations, and ordinances related to your event and your use of Npass. This includes, where applicable:

• Ticketing laws;
• Consumer protection laws;
• Advertising laws;
• Tax laws;
• Alcohol laws;
• Food and beverage laws;
• Fire and occupancy laws;
• Health and safety regulations;
• Accessibility laws;
• Anti-discrimination laws;
• Privacy and data protection laws;
• Music licensing laws;
• Anti-money laundering rules;
• Payment network rules;
• Venue rules.

You are responsible for obtaining all permits, licenses, insurance, authorizations, and approvals required for your event.

18. Prohibited Events and Activities

You may not use Npass for:

• Fake, fraudulent, or non-existent events;
• Events you are not authorized to organize or ticket;
• Events that violate law or venue rules;
• Events involving illegal goods, services, or substances;
• Illegal gambling;
• Events promoting violence, hate, harassment, exploitation, or discrimination;
• Events that create unreasonable safety risk;
• Misleading or deceptive ticket sales;
• Unauthorized resale or speculative ticketing;
• Infringing content;
• Misuse of buyer data;
• Attempts to bypass Npass fees;
• Any activity prohibited by payment processors, banks, card networks, or Npass policies.

Npass may remove prohibited events and suspend or terminate accounts involved in prohibited activity.

19. Admission and Event Operations

You must honor all valid tickets sold through Npass unless Npass confirms that the ticket was refunded, cancelled, voided, fraudulent, or otherwise invalid. You are responsible for:

• Ticket scanning;
• Guest list management;
• Entry control;
• Security;
• Capacity management;
• Seating;
• Accessibility;
• Emergency procedures;
• Venue operations;
• Staff training;
• Attendee support at the event.

If a buyer with a valid ticket is denied entry without proper cause, you are responsible for any refund, dispute, claim, chargeback, or loss that results.

20. Buyer Communications

Npass may communicate with buyers regarding confirmations, receipts, tickets, event updates, reminders, support, cancellations, refunds, surveys, and platform-related messages.

You may request buyer communications through the platform, but Npass may approve, reject, edit, or refuse any message.

You may not send unlawful, misleading, spam, abusive, or non-compliant communications to buyers.

You are responsible for complying with all email, SMS, telemarketing, privacy, and advertising laws.

21. Buyer Data and Privacy

Npass may collect and process buyer information in connection with ticket sales and platform operations. Npass may provide you with limited buyer or attendee data for legitimate event-related purposes, such as admission, support, event updates, and reporting. You agree to:

• Use buyer data only for lawful event-related purposes;
• Protect buyer data using reasonable security measures;
• Not sell, rent, or misuse buyer data;
• Not add buyers to unrelated marketing lists without proper consent;
• Comply with applicable privacy and data protection laws;
• Notify Npass immediately of any suspected data breach.

Npass may limit or revoke your access to buyer data at any time.

22. Intellectual Property

You grant Npass a non-exclusive, worldwide, royalty-free license to use your event name, business name, logos, trademarks, images, videos, descriptions, artist names, venue names, and promotional materials to operate, list, promote, advertise, support, and distribute your event.

You represent that you own or have the right to use and authorize Npass to use all content you provide.

You may not upload or provide content that infringes another party's copyright, trademark, publicity rights, privacy rights, or other rights.

Npass owns all rights to its platform, software, technology, trademarks, logos, designs, data structures, analytics, tools, and intellectual property.

23. Marketing and Promotion

Npass may promote your event through its website, app, email, SMS, social media, affiliates, influencers, paid advertising, organic marketing, or other channels.

Npass is not required to provide any specific level of promotion, sales, visibility, placement, advertising spend, impressions, clicks, or results.

You may not make false or misleading statements about Npass, ticket availability, event details, discounts, buyer benefits, or endorsements.

24. Fraud Prevention

Npass may use fraud detection, transaction monitoring, identity verification, manual review, automated tools, payment controls, and risk scoring.

Npass may cancel suspicious orders, delay payouts, limit ticket sales, restrict transfers, require additional verification, suspend events, or terminate accounts to prevent fraud or reduce risk.

Npass is not liable for lost sales, delayed payouts, declined transactions, or cancelled orders resulting from fraud prevention, payment processor rules, compliance reviews, or risk controls.

25. Representations and Warranties

You represent and warrant that:

• You have authority to accept these Organizer Terms;
• You have the right to organize, promote, list, and sell tickets for your event;
• Your event listing is accurate and not misleading;
• Your event will occur as advertised unless properly cancelled, postponed, or changed;
• You will comply with all applicable laws;
• You will obtain all required permits, licenses, insurance, and approvals;
• You will honor valid tickets sold through Npass;
• Your content does not infringe third-party rights;
• You will not engage in fraud or deceptive conduct;
• You will be responsible for refunds, chargebacks, taxes, claims, and event-related liabilities.

26. Indemnification

You agree to defend, indemnify, and hold harmless Npass, its owners, officers, directors, employees, contractors, affiliates, payment processors, banking partners, vendors, service providers, and agents from and against any claims, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your event;
• Your use of Npass;
• Your breach of these Organizer Terms;
• Your violation of law;
• Cancellation, postponement, rescheduling, relocation, or material change of your event;
• Refunds, chargebacks, or payment disputes;
• Personal injury, death, or property damage;
• Safety or security incidents;
• Venue, artist, vendor, sponsor, employee, contractor, or attendee disputes;
• Misleading event information;
• Unauthorized use of intellectual property;
• Taxes owed by you;
• Misuse of buyer data.

27. Limitation of Liability

To the maximum extent permitted by law, Npass will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages.

Npass's total liability for any claim related to an event will not exceed the amount of platform fees actually received by Npass for that specific event.

Npass is not responsible for:

• Event attendance;
• Sales performance;
• Buyer demand;
• Weather;
• Performer or artist performance;
• Venue operations;
• Security incidents;
• Vendor failures;
• Internet or system outages;
• Payment processor delays;
• Banking delays;
• Force majeure events;
• Any failure by you to deliver the event as advertised.

28. Disclaimer of Warranties

The platform is provided "as is" and "as available."

Npass does not guarantee that the platform will be uninterrupted, error-free, secure, or available at all times.

Npass does not guarantee any specific sales volume, revenue, attendance, traffic, impressions, clicks, conversions, exposure, or event success.

29. Suspension and Termination

Npass may suspend or terminate your account, event listing, ticket sales, payouts, or access to the platform if:

• You violate these Organizer Terms;
• You create legal, financial, operational, fraud, safety, reputational, or compliance risk;
• You fail to provide required verification;
• Your event receives excessive complaints, refunds, or chargebacks;
• You violate law or payment processor rules;
• You engage in fraudulent, misleading, abusive, or prohibited conduct;
• Npass determines that continued access is not in the best interest of the platform, buyers, or third parties.

Termination does not relieve you of obligations that arose before termination, including refunds, chargebacks, taxes, indemnification, reimbursement, confidentiality, and data protection obligations.

30. Confidentiality

You may receive non-public information about Npass, including pricing, technology, product features, business plans, reports, analytics, financial terms, and operational processes.

You agree not to disclose or misuse Npass confidential information.

31. Force Majeure

Npass is not liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, severe weather, acts of God, government orders, labor disputes, power failures, internet outages, cyberattacks, terrorism, war, civil unrest, epidemics, pandemics, venue closures, or other similar events.

Force majeure does not relieve you from refund obligations, chargeback responsibility, tax obligations, or amounts owed to Npass.

32. Relationship of the Parties

You and Npass are independent contractors.

Nothing in these Organizer Terms creates a partnership, joint venture, agency, franchise, employment relationship, fiduciary relationship, or exclusive relationship.

You have no authority to bind Npass.

33. Assignment

You may not assign or transfer your rights or obligations under these Organizer Terms without Npass's prior written consent.

Npass may assign these Organizer Terms in connection with a merger, acquisition, restructuring, financing, sale of assets, or transfer of business operations.

34. Governing Law

These Organizer Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Organizer Terms, the platform, or any event listed through Npass will be brought in the state or federal courts located in Miami-Dade County, Florida, unless Npass chooses another lawful dispute resolution method in a separate policy or agreement.

35. Attorneys' Fees

In any dispute arising out of or relating to these Organizer Terms, the prevailing party may recover reasonable attorneys' fees, costs, and expenses, to the extent permitted by law.

36. Notices

Npass may provide notices by email, dashboard message, platform notification, or other contact information associated with your account.

You are responsible for keeping your contact information current.

Legal notices to Npass must be sent to: Npass Miami LLC, Attn: Legal Notices, [Insert Address], [Insert Legal Email].

37. Changes to These Organizer Terms

Npass may update these Organizer Terms from time to time.

The updated version will be posted online with a revised "Last Updated" date.

Changes will apply to your continued use of the platform after the updated terms are posted.

For active events, Npass may apply changes immediately if required by law, payment processor rules, fraud prevention, safety concerns, or compliance needs.

Your continued use of Npass after updates are posted means you accept the updated Organizer Terms.

38. Entire Agreement

These Organizer Terms, together with any applicable event setup terms, pricing terms, payment terms, privacy policy, buyer terms, or written addendum, constitute the entire agreement between you and Npass regarding your use of the platform as an organizer.

If you have a separate written agreement signed by Npass, that written agreement will control only to the extent it directly conflicts with these Organizer Terms.