Event Organizer Agreement

You appoint us as your limited agent for the sale of tickets, registrations, and add-ons for your events, and to collect the proceeds of those sales on your behalf. Vadelis Labs Inc. is not the promoter, producer, or host of your event, and does not assume any of your obligations to attendees in respect of the event itself.

We display the terms of the sale to buyers, take payment, issue tickets, provide the check-in tooling, and provide first-line support on transactions. You do everything else.

This Agreement does not create a partnership, joint venture, franchise, or employment relationship, and neither party may bind the other beyond what is stated here.

You are responsible for your event, and specifically for:

• Accuracy. Every listing must accurately describe the event, its date, time, venue, line-up, age and entry restrictions, and what a ticket entitles the holder to. You must publish any restriction before a buyer pays, not at the door.
• Actually holding the event, on the terms advertised, and honouring every valid ticket we issue for it.
• Venue, permits, licences, and insurance, including any licence required to admit the public, serve alcohol, or perform music, and public liability insurance appropriate to the event.
• Safety and accessibility at the venue, including compliance with the Americans with Disabilities Act and equivalent state law, and providing accessible seating and accommodations where required.
• Attendee questions about the event itself — what to bring, where to park, what happens if it rains. We route these to you.
• Your staff. Anyone you invite to the Service, and any device you enrol as a scanner, acts on your behalf and you are responsible for their conduct and for revoking access when they leave.
• Taxes. You are responsible for determining, and for the correctness of, any sales, use, amusement, or entertainment tax applicable to your event, and for remitting it. We collect the rate you configure and report it to you; we do not file returns for you, and configuring a rate is not tax advice.

• Fees are as agreed with you in writing. Where a buyer-facing service fee is configured for an event, it is disclosed to the buyer before payment and is charged on top of face value.
• Rates are snapshotted onto the event when it is created. Changing a platform default does not reprice an event that is already selling. A change to an event’s own rates applies only to orders placed after the change.
• Settlement. Proceeds, net of fees, refunds, chargebacks, processor charges, and any amount you owe us, are remitted on the schedule agreed with you. Where no schedule is agreed, settlement is made after the event has taken place.
• Holdback. We may withhold settlement of all or part of the proceeds for an event where we reasonably believe there is a material risk of cancellation, refunds, or chargebacks — for example an event far in the future, an unusual refund rate, or an unresolved dispute. We will tell you why and release the holdback once the risk passes.
• Set-off. We may set off any amount you owe us against any amount we hold for you.
• Negative balance. Where refunds or chargebacks exceed the proceeds we hold for you, you must pay us the difference within 14 days of our invoice.

Buyers are sold under our Refund and Cancellation Policy. Within that framework:

1. You decide whether discretionary refunds are available for your event, and whether refunds are offered when an event is postponed, rescheduled, or moved.
2. If you cancel an event, buyers get their money back. You authorize us to refund every order for that event in full — face value, fees, and tax — to the original payment method, and you must fund those refunds. Where we have already settled proceeds to you, you must return the amount needed within 7 days of our notice.
3. We may issue a refund without your instruction where we are legally required to, where an order was duplicated or processed in error, where we reasonably believe it was fraudulent, or where necessary to resolve a chargeback. We will tell you when we do.
4. Chargebacks are your financial responsibility where they relate to your event, together with any fee the processor charges. We defend chargebacks with the evidence available to us, but we cannot guarantee an outcome.
5. Excessive refunds or chargebacks — sustained above the level a payment processor treats as acceptable — put the platform’s processing at risk, and are grounds for us to suspend your sales under Suspension and termination.

Who is who

For personal information collected through the Service for your event — attendee names, contact details, answers to your questions, waivers you wrote, check-in records — you are the controller (and, under U.S. state privacy law, the business), and we act as your processor and service provider, processing that information only on your documented instructions and for the purposes of providing the Service.

For our own operation of the platform — accounts, security, fraud prevention, our own analytics, and our transaction records — we are the controller. See Our role.

Our commitments to you

• We process attendee data only to provide the Service, to comply with law, and as you instruct. We do not sell it, share it for advertising, or use one organizer’s attendee list to promote another organizer’s event.
• We keep it confidential, apply the security measures described on our Security page, and limit access to personnel who need it.
• We engage the subprocessors listed in the Privacy Policy, under written terms no less protective than these, and remain responsible for them.
• We assist you, so far as we reasonably can, with responding to attendee privacy requests, with security incidents, and with any assessment you must carry out.
• We notify you without undue delay if we become aware of a breach affecting your attendee data.
• On termination, we return or delete attendee data on your written instruction, other than records we are required to keep.

Your commitments to us and to attendees

• Publish your own privacy policy and make it available to attendees. You are the one telling them what you will do with their information.
• Have a lawful basis for everything you ask for. Do not use a required checkout question to collect information you do not need to run the event.
• Do not ask for sensitive information — health conditions, religious or political affiliation, immigration status — unless you genuinely need it for the event, you have told attendees why, and you have the consent the law requires.
• Use attendee data only for the event it was collected for. Do not add attendees to a general marketing list, and do not use one event’s list to promote an unrelated one, without a lawful, documented opt-in.
• Comply with marketing law, including the CAN-SPAM Act and, if you send text messages, the Telephone Consumer Protection Act. Honour every opt-out promptly.
• Never sell attendee data, and never disclose it to a third party for that party’s own purposes.
• Honour privacy requests from your attendees — access, correction, deletion, opt-out — within the time the law allows, and tell us when a request requires action on our side.
• Secure what you export. A roster CSV downloaded to a laptop is outside our systems and is your responsibility. Delete it when you no longer need it.
• Control your staff. Give access only to people who need it, and remove it when they no longer do.

You are responsible for compliance with every privacy law that applies to you, and you indemnify us for claims arising from your handling of attendee data.

You retain ownership of the event titles, descriptions, artwork, photographs, logos, and other material you upload (“Organizer Content”). You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, resize, display, and distribute Organizer Content in order to list, sell, and promote your event on the Service, in tickets and confirmation emails, and in the embedded widget.

You represent and warrant that:

• you own Organizer Content or have all rights and licences necessary to grant the licence above — including from photographers, illustrators, performers, and anyone identifiable in an image;
• Organizer Content does not infringe any copyright, trademark, publicity, or privacy right, and is not defamatory, deceptive, or unlawful; and
• you have described the event honestly and have not made a claim you cannot support.

Provide meaningful alternative text for images you upload. Attendees using screen readers rely on it, and it is part of your accessibility obligations as well as ours. See our Accessibility Statement.

We may remove or unpublish Organizer Content that we reasonably believe breaches this section, is the subject of a valid complaint under our Copyright and DMCA Policy, or exposes us to liability.

You may not list an event that is unlawful, or that involves or promotes:

• violence, terrorism, or hatred toward a group defined by a protected characteristic;
• the sale or supply of controlled substances, weapons, or other regulated goods without the required licence;
• gambling, a lottery, a raffle, or a sweepstake, unless lawful in the jurisdiction and properly licensed;
• sexually explicit content, unless the event is lawful, clearly labelled, and age-restricted at the point of sale and at the door;
• a scheme whose substance is fundraising or investment rather than an event, including anything with the characteristics of a pyramid or Ponzi scheme; or
• an event you do not have the authority to sell tickets to.

We may decline to list, or may unpublish, any event at our discretion. Unpublishing an event that has already sold tickets triggers the cancellation obligations in Refunds, cancellations, and chargebacks.

You are responsible for complying with every law applicable to your event and your ticket sales, including consumer protection and ticket pricing law, all-in pricing and fee disclosure requirements, accessibility law, licensing, health and safety, employment, tax, and privacy law.

You will not do anything that would cause us to breach a payment network rule, a payment processor’s acceptable use policy, or applicable sanctions, anti-money-laundering, or export control law.

• This Agreement runs until terminated. Either party may terminate on 30 days’ written notice.
• We may suspend your sales or your access immediately where we reasonably believe you have breached this Agreement, where your refund or chargeback rate threatens the platform’s payment processing, where an event may be unlawful or unsafe, or where required by a payment processor or by law. We will tell you why and, where the breach can be cured, what would resolve it.
• Tickets already sold survive termination. You must still hold the event and honour every ticket, or cancel it and fund refunds in full.
• On termination we stop new sales, complete settlement for events already held, and handle attendee data as set out in Attendee data.
• Sections on fees and settlement, refunds and chargebacks, attendee data, confidentiality, indemnity, disclaimer, liability, and disputes survive termination.

Each party may receive non-public information from the other — pricing, sales figures, attendee lists, technical and business information. Each party will keep the other’s confidential information confidential, use it only for this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound to equivalent obligations.

This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law — in which case the receiving party will give notice where it lawfully can.

You will defend, indemnify, and hold harmless us, our affiliates, and our respective officers, directors, employees, and agents from any claim, loss, liability, penalty, or expense (including reasonable legal fees) arising out of or related to:

1. your event, including its cancellation, its conduct, and anything that happens at it;
2. Organizer Content, and any claim that it infringes a third party’s rights;
3. your handling of attendee data, or your breach of any privacy or marketing law;
4. any tax you were responsible for determining, collecting, or remitting;
5. your breach of this Agreement or of any law; or
6. a claim by an attendee that you failed to honour a ticket we validly issued.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR VOLUME OF TICKETS WILL SELL.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL.

OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES WE RETAINED FROM YOUR SALES IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your indemnity obligations, to amounts you owe us under Fees and settlement or Refunds, cancellations, and chargebacks, to either party’s breach of confidentiality, or to liability that cannot lawfully be limited.

Governing law and disputes. This Agreement is governed by the laws of the State of Florida. Disputes are resolved as set out in Section 15 of the Terms of Use, including the agreement to arbitrate; where arbitration does not apply, the parties submit to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida.

Changes. We may update this Agreement on 30 days’ notice to the email address on your account. Continuing to sell through the Service after the notice period is acceptance. A change never alters the terms applying to tickets already sold.

Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets.

Independent contractors, entire agreement, severability, no waiver, force majeure, and the other general provisions of Section 17 of the Terms of Use apply to this Agreement.

Notices to us go to support@fomotickets.com; notices to you go to the email address on your account.