Effective Date
4/7/2026
This Organizer Agreement ("Agreement") governs your access to and use of CellarPass services as a business, merchant, venue, or event organizer ("Organizer," "you"). "CellarPass," "we," "us" means CellarPass, Inc.BY USING THE SERVICES, YOU AGREE TO THIS AGREEMENT.
1. PLATFORM ROLE; NO AGENCY
CellarPass provides a technology platform to facilitate reservations, ticketing, and related transactions. CellarPass does not own, operate, or control your events and is not your agent, partner, joint venturer, or employer.You are solely responsible for your events, operations, staff, compliance, and customer interactions.
2. ORGANIZER OBLIGATIONS
You represent and warrant that you will:Comply with all applicable laws and regulations (including alcohol laws);Maintain all required licenses, permits, and insurance;Provide accurate and complete event information;Honor all confirmed bookings;Maintain valid payment information at all times.
3. PAYMENTS, PAYOUTS, RESERVES, AND ADVANCES
3.1 Payment Processing
CellarPass may process payments on your behalf and deduct applicable service fees prior to remitting net proceeds. For events extending beyond thirty (30) days, including passport or similar multi-day event programs, CellarPass shall retain a $500 holdback from event proceeds to cover potential credit card chargebacks. The holdback, less any applicable chargebacks or related fees, will be released as part of the final payout following completion of the event and reconciliation of all transactions.
3.2 Payout Timing
Unless otherwise agreed, payouts are issued after event completion (e.g., five (5) business days after event end). Funds are not earned until the event is completed.
3.3 Withholding and Reserves
CellarPass may, at its sole discretion, withhold funds or maintain reserves to cover refunds, chargebacks, fraud, disputes, or legal obligations. Reserve percentages may vary and may be adjusted at any time.
3.4 Advances; Clawbacks
Any early payout constitutes an advance. CellarPass may demand repayment of any advance at any time. You agree to repay such amounts within two (2) business days of demand. CellarPass may offset such amounts against any current or future payouts.
3.5 Offsets
CellarPass may offset any amounts you owe against any funds otherwise payable to you.
4. REFUNDS AND CHARGEBACKS
You are solely responsible for:Establishing and honoring refund policies;Issuing refunds;Handling disputes with customers;All chargebacks and payment reversals.CellarPass may, in its sole discretion:Issue refunds on your behalf;Deduct refund and chargeback amounts from payouts;Invoice you for any deficiencies.You agree to indemnify CellarPass for all refunds, disputes, and chargebacks.
5. FEES; LATE PAYMENTS
All fees owed to CellarPass are due as specified. Late payments may accrue interest at the lesser of ten percent (10%) per annum or the maximum permitted by law. CellarPass may suspend or terminate your account for non-payment.
6. EXCLUSIVE USE AND ANTI-CIRCUMVENTION
For events listed on CellarPass, you agree not to:List or sell the same event on competing platforms;Circumvent CellarPass fees through alternative pricing, offline payments, or external systems;Direct users to external booking systems for the same event.CellarPass may monitor compliance and may suspend accounts, remove events, withhold payouts, or terminate this Agreement for violations.
7. TAXES
You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes. If CellarPass is required to remit taxes on your behalf, you agree to reimburse CellarPass.
8. ACCOUNT SECURITY AND DATA
You are responsible for maintaining account security, including credentials and access controls. Sharing credentials is prohibited. You are responsible for all activity under your account.
9. INTELLECTUAL PROPERTY
CellarPass retains all rights to its platform and content. You may not copy, modify, or distribute CellarPass materials except as permitted.You grant CellarPass a worldwide, royalty-free, perpetual license to use your event content for platform operation and promotion.
10. INDEMNIFICATION
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless CellarPass and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising out of or related to:Your events;Your use of the Services;Refunds, disputes, and chargebacks;Your violation of this Agreement or applicable law;Your content or representations.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELLARPASS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. CELLARPASS’S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID TO CELLARPASS IN THE PRIOR TWELVE (12) MONTHS OR (B) $100.
12. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.
13. ACCOUNT ENFORCEMENT
CellarPass may suspend, restrict, or terminate your account at any time for violations, fraud, non-payment, risk concerns, or misuse of the Services.
14. ARBITRATION AND CLASS ACTION WAIVER
All disputes shall be resolved by binding arbitration on an individual basis in California under AAA rules. You waive any right to participate in a class action.
15. GOVERNING LAW
This Agreement is governed by the laws of the State of California.
16. GENERAL
This Agreement constitutes the entire agreement. If any provision is invalid, the remainder remains in effect. CellarPass may assign this Agreement without restriction.