Terms of Service - Organizers

Last Updated: December 5, 2025Version 1.0

1. Introduction and Acceptance

These Terms of Service (the "Terms" or "Agreement") constitute a legally binding agreement between you, whether as an individual or a legal entity (the "Organizer," "you," or "your"), and Spring Street Entertainment LLC, doing business as THECLUBISDEAD (the "Platform," "we," "us," or "our"), governing your use of the THECLUBISDEAD web platform, dashboard, APIs, and related services (collectively, the "Services").

By creating an Organizer account, accessing the Platform, or listing events, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and the Stripe Connected Account Agreement.

If you do not agree to these Terms, you must not use the Platform or our Services.

If you are accepting these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

Throughout these Terms, the following definitions apply:

"Booking Fees" means the service fees charged by the Platform to Customers, comprising the Platform Fee and Card Processing Fee.
"Card Processing Fee" means the fee charged to cover payment processing costs, as set out in the Fee Schedule.
"Customer" means any individual who purchases tickets through the Platform.
"Event" means any event, performance, gathering, or experience listed on the Platform by an Organizer.
"Net Revenue" or "Organizer Net Amount" means the ticket price set by the Organizer that they receive after all fees are deducted from the Customer Price.
"Customer Price" means the total price paid by the Customer, including the ticket price and all Booking Fees.
"Organizer Content" means all content, materials, information, images, logos, descriptions, and media uploaded or submitted by an Organizer to the Platform.
"Payout" means the transfer of funds from the Organizer's Stripe Connected Account to their designated bank account.
"Platform Fee" means the commission charged by the Platform for use of the Services, as set out in the Fee Schedule.
"Stripe Connected Account" means the Stripe Express account created and maintained by the Organizer for receiving payments.

3. About Our Platform and Services

3.1 What We Provide

THECLUBISDEAD is a ticketing technology platform that enables event organisers to:

Create and manage event listings
Set ticket prices using our NET pricing model
Sell tickets to customers through our mobile application
Receive payments via Stripe Connect
Access analytics and sales data
Generate invoices and financial reports

3.2 Our Role: Disclosed Agent

IMPORTANT: Please read this section carefully as it defines the legal relationship between us.

We operate as a disclosed agent and technology platform. This means:

You are the merchant of record. When Customers purchase tickets to your Event, they are entering into a transaction directly with you. The Platform merely facilitates this transaction.
You are the ticket seller. All ticket sales are made by you, through your Stripe Connected Account. Customers receive a Ticket Sales Invoice from you (not from us).
You are responsible for your Events. You are solely responsible for all aspects of your Events, including but not limited to: event production, content, quality, safety, venue arrangements, performer agreements, licensing, permits, insurance, staffing, security, and customer experience.
We provide technology only. Our role is limited to providing the technology platform that enables event listing, ticket sales, payment processing, and ticket delivery.
Separate invoicing. Customers receive two invoices for each purchase:
1. A Ticket Sales Invoice from you (for the ticket price)
2. A Booking Fees Invoice from THECLUBISDEAD (for our service fees)

3.3 What We Do NOT Do

We do not:

Plan, produce, host, promote, or control any Events
Guarantee ticket sales or attendance numbers
Provide event insurance, security, or staffing
Verify venue arrangements or permits
Guarantee performer appearances
Make representations about event quality or safety
Provide legal, tax, or financial advice
Act as your employer, partner, or joint venturer

4. Account Registration and Eligibility

4.1 Eligibility Requirements

To create an Organizer account, you must:

Be at least 18 years of age
Have the legal capacity to enter into binding contracts
If acting on behalf of a business, have authority to bind that entity
Provide accurate and complete registration information
Comply with all applicable laws and regulations in your jurisdiction

4.2 Account Creation

To register as an Organizer, you must provide:

Legal name (individual or business)
Valid email address
Business address
Phone number
Tax identification information (where applicable)
Bank account details for payouts
Any additional information required for identity verification

4.3 Stripe Connect Integration

To receive payments, you must create and maintain a Stripe Connected Account.

By using our Services, you agree to:

Create a Stripe Express Connected Account through our onboarding process
Comply with Stripe's Connected Account Agreement and Stripe's Terms of Service
Maintain your Stripe account in good standing at all times
Provide accurate information to Stripe for identity verification and compliance
Keep your Stripe account information current and accurate

Failure to maintain a Stripe account in good standing may result in:

Suspension of your ability to receive payouts
Suspension or termination of your Organizer account
Withholding of funds pending resolution of any issues

We are not responsible for any actions taken by Stripe, including account suspensions, holds, or terminations. Any disputes with Stripe must be resolved directly with Stripe.

4.4 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials
All activity that occurs under your account
Notifying us immediately of any unauthorized access or security breach
Ensuring that only authorized individuals access your account

You may not:

Share your account credentials with unauthorized parties
Create multiple accounts without our written consent
Use another Organizer's account without permission
Attempt to circumvent any security measures

5. Fee Structure and Pricing

5.1 NET Pricing Model

We operate on a NET pricing model. This means:

You set your Net Revenue: You specify the amount you wish to receive per ticket (your "Organizer Net Amount")
We calculate the Customer Price: Our platform automatically calculates the total Customer Price by adding our Booking Fees to your Net Revenue
You receive exactly what you specified: After the Customer pays, you receive exactly the Net Revenue amount you set (subject to any refunds, chargebacks, or adjustments)

Example:

You set your Net Revenue at £50.00 per ticket
Platform adds Booking Fees (Platform Fee + Card Processing Fee)
Customer pays the total Customer Price
You receive exactly £50.00 per ticket sold

5.2 Fee Schedule

The following fees apply to all ticket sales processed through the Platform:

Region	Platform Fee	Card Processing Fee	Total Fees	Currency	Payout Delay
United Kingdom (GB)	11%	6%	17%	GBP (£)	48 hours

Notes:

All fees are calculated as a percentage of the Customer Price
Additional regions and fee structures will be added as the Platform expands
The Platform Fee is our commission for providing the Services
The Card Processing Fee covers payment processing costs (Stripe fees, fraud prevention, etc.)
Fees are non-refundable except as expressly stated in these Terms

5.3 Minimum Ticket Price

The minimum ticket price you may set is £5.00 (or the equivalent of 5 units in the applicable local currency).

There is no maximum ticket price, but unusually high-priced tickets may be subject to additional review.

5.4 Free Tickets

You may offer free tickets (£0.00) through the Platform. No fees are charged on free tickets.

5.5 Fee Changes

We may modify our fee structure at any time by providing you with thirty (30) days' prior written notice via email or through your Organizer dashboard.

Fee changes will not affect Events that are already approved and have tickets on sale at the time of the change
New fees will apply to Events approved after the effective date of the change
If you do not agree to the new fees, you may terminate your account in accordance with Section 14

6. Payments and Payouts

6.1 Payment Processing

All payments from Customers are processed through Stripe and deposited into your Stripe Connected Account. The Platform does not hold Customer funds directly.

6.2 Payout Timing

Payouts are processed according to the following schedule:

Standard Payout: Funds are transferred to your designated bank account 48 hours after your Event ends
Events without end time: If no end time is specified, payout eligibility begins 60 hours after the Event start time
Processing: Payouts are processed automatically by our system on an hourly basis

Important: Payout timing is calculated from Event completion, not from ticket sale. You will not receive funds until after your Event has successfully concluded.

6.3 Payout Amount

Your payout will include:

The total Organizer Net Amount from all ticket sales for the Event
Less any refunds processed for that Event
Less any refund processing fees for refunds issued
Less any chargeback amounts and associated fees
Less any other amounts owed to the Platform

6.4 Payout Invoicing

For each payout, you will receive a Payout Summary document detailing:

Total ticket sales
Total Customer Prices collected
Booking Fees retained by the Platform
Your Organizer Net Amount
Any deductions (refunds, chargebacks, fees)
Final payout amount

6.5 Payout Suspension and Withholding

We reserve the right to suspend, delay, or withhold payouts in the following circumstances:

Suspected fraud or illegal activity: If we have reasonable grounds to suspect fraudulent or illegal activity
Excessive refund rates: If your Events have abnormally high refund rates
Excessive chargeback rates: If your chargeback rate exceeds acceptable thresholds (typically above 1% of transactions)
Customer complaints: If we receive a significant number of complaints about your Events
Regulatory inquiry: If we are required to hold funds due to a regulatory investigation or legal process
Terms violation: If we believe you have violated these Terms
Stripe account issues: If your Stripe Connected Account is suspended or has holds applied
Event concerns: If we have reasonable concerns about whether an Event will take place as described
Outstanding amounts owed: If you owe the Platform any amounts for refund fees, chargebacks, or other charges

We will notify you of any payout suspension and the reasons therefor, except where prohibited by law or where disclosure might compromise an investigation.

6.6 Currency

All transactions are processed in the currency specified for your region. Currently, the Platform operates in GBP (British Pounds) for the United Kingdom. Additional currencies will be added as we expand to new regions.

7. Event Submission and Approval

7.1 Event Listing Requirements

When creating an Event listing, you must provide accurate and complete information, including:

Event name and description
Date, time, and duration
Venue name and address
Ticket types and pricing
Age restrictions (if any)
Any special requirements or conditions of entry
Event imagery (flyers, logos, etc.)

7.2 Content Standards

All Event listings and Organizer Content must comply with our content standards. The following content is prohibited:

Illegal content: Events promoting or facilitating illegal activities, including but not limited to drug trafficking, weapons sales, human trafficking, or any activity that violates applicable law
Discriminatory content: Events that discriminate against or promote hatred toward individuals or groups based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, or any other protected characteristic
Fraudulent events: Events that are fake, misleading, or designed to defraud Customers
Intellectual property infringement: Events that infringe upon the intellectual property rights of third parties
Explicit adult content: Events featuring explicit sexual content, pornography, or content that would be classified as obscene under applicable law (adult-oriented nightlife events with age restrictions are permitted)
Dangerous activities: Events promoting dangerous activities that pose unreasonable risk of serious physical harm
Terrorism or violence: Events promoting terrorism, violence, or harm against any individual or group
Defamatory content: Content that is defamatory, libellous, or slanderous

We reserve the right to determine, in our sole discretion, whether content violates these standards.

7.3 Approval Process

All Events are subject to our approval before they can be listed on the Platform.

Approval discretion: We may approve or reject any Event submission at our sole discretion, for any reason or no reason
No guaranteed approval: Submission of an Event does not guarantee it will be approved
Post-approval revocation: We may revoke approval of an Event at any time, for any reason, even after tickets have gone on sale
Refunds upon revocation: If we revoke approval after tickets have been sold, all Customers will receive full refunds
No recourse: Our approval decisions are final. We are not required to provide reasons for rejection or revocation

7.4 Event Modifications

Once an Event is approved and tickets are on sale, you may not make changes to:

Event date or time
Venue or location
Ticket prices
Any other material terms

If you need to make any of these changes, the Event must be cancelled, all Customers refunded, and a new Event created with the updated details. This policy ensures Customers always receive exactly what they purchased.

Minor updates (such as adding performers to a lineup, updating event descriptions, or adding promotional imagery) may be permitted at our discretion.

8. Cancellations and Refunds

8.1 Event Cancellation by Organizer

If you cancel an Event:

Mandatory refunds: All Customers must receive full refunds of the Customer Price (ticket price + Booking Fees)
Cancellation fees apply: You will be charged a Cancellation Fee equal to twice the Card Processing Fee rate on all refunded tickets
Automatic processing: Refunds are processed automatically when you cancel an Event
No payout: You will not receive any payout for a cancelled Event
Cancellation Fee Invoice: You will receive a Cancellation Fees Invoice (CF) for all refund processing fees owed

8.2 Event Cancellation by Platform

We may cancel an Event in the following circumstances:

Violation of these Terms or our content standards
Suspected fraud or illegal activity
Failure to maintain Stripe account in good standing
Significant customer complaints or concerns
Regulatory requirements or legal orders
Any other reason at our sole discretion

If we cancel your Event, all Customers will receive full refunds. You may still be charged applicable refund processing fees.

8.3 Individual Ticket Refunds

For individual ticket refunds (not Event-wide cancellations):

Customer-initiated refunds: If you authorise a refund for a Customer prior to the Event
Refund Fee: A Refund Fee equal to twice the Card Processing Fee rate applies to each refunded ticket
Deducted from payout: Refund Fees are deducted from your Event payout
Refund Fees Invoice: If refund fees exceed your payout amount, you will receive a Refund Fees Invoice (RF) for the balance owed

8.4 Force Majeure and Cancellation Fees

Cancellation Fees and Refund Fees apply regardless of the reason for cancellation.

This includes cancellations due to:

Government orders or restrictions
Natural disasters
Pandemics or public health emergencies
Severe weather
Venue issues beyond your control
Performer cancellations
Any other force majeure event

While we understand that some cancellations are beyond your control, the Platform incurs payment processing costs for both the original transaction and the refund. These costs cannot be waived regardless of the cancellation reason.

8.5 No Refunds for Customer Change of Mind

Customers are not entitled to refunds for change of mind under applicable consumer protection laws, as event tickets are exempt from cooling-off period rights. However, you may choose to offer refunds at your discretion, subject to the applicable Refund Fees.

9. Chargebacks and Payment Disputes

9.1 Chargeback Responsibility

You bear full financial responsibility for all chargebacks related to your Events.

A chargeback occurs when a Customer disputes a charge with their bank or card issuer. If a Customer initiates a chargeback:

You are responsible for the full chargeback amount
You are responsible for any chargeback fees imposed by Stripe (typically £15 or equivalent)
The chargeback amount will be deducted from your pending payouts or Stripe balance
If insufficient funds are available, you must pay the outstanding amount within 14 days

9.2 Chargeback Defence

We may, but are not obligated to, assist in defending chargebacks by providing transaction documentation. However:

The ultimate responsibility for chargeback defence lies with you
We make no guarantees regarding chargeback dispute outcomes
You must provide any information we request to assist with chargeback defence

9.3 Excessive Chargebacks

If your chargeback rate exceeds acceptable thresholds (typically 1% of transactions):

We may suspend your ability to list new Events
We may suspend or delay payouts
We may terminate your account immediately
Stripe may impose additional requirements or terminate your Stripe Connected Account

Excessive chargebacks are grounds for immediate account termination at our sole discretion.

10. Tax Responsibilities

10.1 Your Tax Obligations

You are solely responsible for all taxes arising from your ticket sales.

As the merchant of record, you are responsible for:

Determining your tax obligations in your jurisdiction
Registering for VAT, sales tax, or other applicable taxes
Collecting any required taxes from Customers
Remitting taxes to the appropriate tax authorities
Maintaining accurate tax records
Filing required tax returns

10.2 VAT on Ticket Sales

If you are registered for VAT (or required to be registered):

You must account for VAT on your portion of the ticket sale (the Organizer Net Amount)
You are responsible for issuing VAT-compliant invoices to Customers if required
The Ticket Sales Invoice generated by our Platform may be used for this purpose

10.3 VAT on Booking Fees

The Platform is responsible for VAT on Booking Fees:

We charge, collect, and remit VAT on our Booking Fees where required
The Booking Fees Invoice issued to Customers includes VAT where applicable
This is separate from your tax obligations on ticket sales

10.4 Tax Invoicing

For each ticket sale, the Platform generates:

Ticket Sales Invoice (TS): From you to the Customer, for the ticket price
Booking Fees Invoice (BF): From the Platform to the Customer, for service fees

You may access all invoices through your Organizer dashboard for your records.

10.5 No Tax Advice

We do not provide tax advice. The information in this section is for general informational purposes only. You should consult with a qualified tax professional regarding your specific tax obligations.

11. Intellectual Property

11.1 Platform Intellectual Property

The Platform, including its design, features, functionality, code, logos, graphics, user interface, and underlying technology, is owned by Spring Street Entertainment LLC and protected by intellectual property laws.

You may not:

Copy, modify, or create derivative works of the Platform
Reverse engineer, decompile, or disassemble any part of the Platform
Use our trademarks, logos, or branding without written permission
Remove or alter any proprietary notices or labels
Use the Platform in any way that infringes our intellectual property rights

11.2 License to Organizer Content

By uploading or submitting Organizer Content to the Platform, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content in any media or format, for any purpose, including but not limited to:

Displaying your Events on the Platform and mobile application
Marketing and promoting your Events and the Platform
Featuring your Events in advertising, social media, and promotional materials
Creating compilations, portfolios, or showcases of Events
Improving and developing the Platform
Any other purpose related to our business

This license survives termination of your account and continues in perpetuity.

11.3 Your Representations

By uploading Organizer Content, you represent and warrant that:

You own or have the necessary rights, licenses, and permissions to use and authorise us to use the content
The content does not infringe upon the intellectual property rights of any third party
The content does not violate any applicable laws or these Terms
You have obtained all necessary consents from individuals depicted in the content

11.4 DMCA and Takedown Requests

If you believe your intellectual property has been infringed on the Platform, please contact us at legal@theclubisdead.com with:

Identification of the copyrighted work
Identification of the infringing material
Your contact information
A statement of good faith belief
A statement of accuracy under penalty of perjury
Your signature (physical or electronic)

12. Limitation of Liability

12.1 Platform Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING FROM OR RELATED TO:

Your Events: The Platform is not responsible for any aspect of your Events, including planning, production, execution, safety, security, content, quality, or customer experience
Customer claims: Any claims, complaints, or disputes from Customers regarding your Events, tickets, or services
Personal injury or property damage: Any personal injury, death, or property damage occurring at or in connection with your Events
Venue issues: Any issues with venues, including cancellations, closures, safety concerns, or venue failures
Performer issues: Any performer no-shows, cancellations, or failures to perform
Third-party actions: Any actions or omissions of third parties, including Customers, venues, performers, vendors, or service providers
Regulatory compliance: Your failure to comply with applicable laws, regulations, permits, or licensing requirements
Tax liabilities: Any tax liabilities, penalties, or interest arising from your tax obligations
Payment processing: Any issues with Stripe or payment processing, including holds, delays, or account suspensions
Data breaches: Any data breaches or security incidents except those directly caused by our gross negligence
Business losses: Any loss of profits, revenue, business, data, or goodwill
Consequential damages: Any indirect, incidental, special, consequential, or punitive damages

12.2 No Liability for Event-Related Matters

THE PLATFORM IS NOT LIABLE FOR ANY MATTER RELATED TO YOUR EVENTS, YOUR CUSTOMERS, OR YOUR BUSINESS OPERATIONS.

Without limiting the generality of the foregoing, the Platform specifically disclaims liability for:

Event cancellations or postponements (whether by you or otherwise)
Customer satisfaction or dissatisfaction with Events
Attendance levels or ticket sales performance
Refund or chargeback disputes
Customer injuries, illnesses, or property losses at Events
Disputes with venues, performers, or other third parties
Any claims arising from the sale, use, or misuse of tickets
Any claims arising from Customer conduct at Events

Your sole and exclusive remedy for any issues related to Events is your own insurance, contractual arrangements, or legal action against the relevant third parties—not any claim against the Platform.

12.3 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE LESSER OF:

(a) The total Booking Fees we retained from your ticket sales in the twelve (12) months preceding the claim; or

(b) One thousand pounds sterling (£1,000).

12.4 Essential Basis of Agreement

You acknowledge that:

The Platform has set its fees in reliance upon the limitations of liability set forth in this Agreement
These limitations of liability are an essential basis of the bargain between you and the Platform
The Platform would not provide the Services without these limitations

12.5 Exceptions

Nothing in these Terms excludes or limits liability for:

Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation by the Platform
Any other liability that cannot be excluded or limited under applicable law

12.6 No Warranty

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

Implied warranties of merchantability
Fitness for a particular purpose
Non-infringement
Accuracy or completeness of information
Uninterrupted or error-free operation
Security or freedom from viruses or harmful components

We do not warrant that:

The Platform will meet your requirements or expectations
The Platform will be uninterrupted, timely, secure, or error-free
Results obtained from using the Platform will be accurate or reliable
Any errors in the Platform will be corrected
Ticket sales will reach any particular level

13. Indemnification

13.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Spring Street Entertainment LLC, its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and costs) arising from or related to:

Your Events: Any claims arising from the planning, promotion, production, execution, or aftermath of your Events
Customer claims: Any claims by Customers relating to your Events, tickets, services, or conduct
Personal injury and property damage: Any personal injury, death, or property damage occurring at or in connection with your Events
Third-party claims: Any claims by venues, performers, vendors, or other third parties arising from your Events or business operations
Intellectual property infringement: Any claims that your Organizer Content or Events infringe upon the intellectual property rights of any third party
Regulatory violations: Any claims arising from your failure to comply with applicable laws, regulations, permits, or licensing requirements
Tax liabilities: Any tax claims, penalties, or interest arising from your tax obligations
Chargebacks: Any chargebacks, disputes, or claims from payment card networks
Data protection violations: Any claims arising from your processing of Customer personal data
Terms violations: Your breach of these Terms or any applicable agreements
Your content: Any claims arising from your Organizer Content
Your negligence or misconduct: Any claims arising from your negligence, wilful misconduct, or unlawful conduct

13.2 Indemnification Procedure

We will:

Promptly notify you of any claim for which we seek indemnification (failure to notify does not relieve you of your indemnification obligations except to the extent you are materially prejudiced)
Provide reasonable cooperation in the defence of any claim at your expense
Allow you to control the defence and settlement of any claim, provided that you may not settle any claim that imposes obligations on us or admits liability without our prior written consent

We may, at our option and expense, participate in the defence of any claim with counsel of our choosing.

13.3 Survival

Your indemnification obligations survive termination of these Terms and your account.

14. Account Termination

14.1 Termination by You

You may terminate your account at any time by contacting us at legal@theclubisdead.com or through your Organizer dashboard.

However, you may not terminate your account until:

All your Events have concluded
All refund periods have expired
All payouts have been processed and received
All outstanding amounts owed to the Platform have been paid
All pending customer support matters have been resolved

We will process your termination request after all obligations are satisfied.

14.2 Termination by Us

We may suspend or terminate your account at any time, for any reason, at our sole discretion, including but not limited to:

Violation of these Terms
Fraudulent or illegal activity
Excessive chargebacks or refund rates
Customer complaints or concerns about your Events
Failure to maintain your Stripe account in good standing
Providing false or misleading information
Failure to pay amounts owed to the Platform
Inactivity for an extended period
Requests from law enforcement or regulatory authorities
Discontinuation of the Platform or Services
Any conduct that we determine harms the Platform, Customers, or our reputation

14.3 Effect of Termination by You

Upon termination by you (after satisfying all obligations):

Your access to the Organizer dashboard will be terminated
Your Events will be removed from the Platform
We will retain your data as required by law and for legitimate business purposes
The license you granted to Organizer Content survives termination

14.4 Effect of Termination by Us

If we terminate your account:

Upcoming Events: All Events with tickets sold will be cancelled and Customers will receive full refunds
Pending payouts: You will not receive payouts for cancelled Events
Cancellation fees: You may be charged applicable Cancellation Fees
Outstanding amounts: You remain liable for any amounts owed to the Platform
No new accounts: You may not create a new account without our written permission
Data retention: We will retain your data as required by law

14.5 Survival

The following provisions survive termination: Sections 2 (Definitions), 9 (Chargebacks), 10 (Tax Responsibilities), 11 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), 15 (Data Processing), 17 (Dispute Resolution), and any other provisions that by their nature should survive.

15. Data Processing Agreement

This Section 15 constitutes a Data Processing Agreement ("DPA") between you (the "Controller") and the Platform (the "Processor") for the processing of Customer personal data.

15.1 Roles and Responsibilities

You are the Data Controller: You determine the purposes and means of processing Customer personal data collected through your Events
We are the Data Processor: We process Customer personal data on your behalf to provide the Services
Both parties must comply with applicable data protection laws, including the UK GDPR and EU GDPR where applicable

15.2 Processing Purposes

We process Customer personal data only for the following purposes:

Facilitating ticket purchases and payments
Delivering tickets and confirmations to Customers
Providing customer support
Generating reports and analytics for you
Complying with legal obligations
Preventing fraud and ensuring platform security

15.3 Sub-processors

You authorise us to engage the following sub-processors:

Sub-processor	Purpose	Location
Stripe	Payment processing, Stripe Connect	USA/EU
Supabase	Database hosting, authentication	USA/EU
Resend	Transactional email delivery	USA
Cloudflare	CDN, security, DNS	Global
MapBox	Location and mapping services	USA
Apple Maps (via react-maps)	Map display in mobile app	USA
Google Maps (via react-maps)	Map display in mobile app	USA

We will notify you of any changes to sub-processors via email or dashboard notification. You may object to new sub-processors within 14 days; if we cannot accommodate your objection, you may terminate your account.

15.4 Data Security

We implement appropriate technical and organisational measures to protect Customer personal data, including:

Encryption of data in transit and at rest
Access controls and authentication
Regular security assessments
Employee training on data protection
Incident response procedures

15.5 Data Retention

We retain Customer personal data in accordance with the following schedule:

Transaction records: 7 years (for tax and accounting compliance)
Customer account data: Duration of Customer account plus 3 years
Event data: 7 years after Event conclusion
Communications: 3 years

After the retention period, data is securely deleted or anonymised.

15.6 Data Subject Rights

We will:

Assist you in responding to Customer requests to exercise their data protection rights
Notify you promptly of any data subject requests we receive directly
Not respond to data subject requests without your instruction unless required by law

15.7 Data Breach Notification

In the event of a personal data breach affecting Customer data:

We will notify you without undue delay and in any event within 72 hours of becoming aware of the breach
We will provide you with information necessary to meet your notification obligations
We will cooperate with you in investigating and remediating the breach

15.8 Your Obligations as Controller

You are responsible for:

Having a lawful basis for collecting Customer personal data
Providing appropriate privacy notices to Customers
Responding to data subject requests
Ensuring your use of Customer data complies with applicable law
Not instructing us to process data in violation of applicable law

16. Compliance and Regulatory

16.1 Your Compliance Obligations

You are solely responsible for compliance with all applicable laws, regulations, and requirements, including but not limited to:

Licensing: Obtaining all necessary licenses and permits for your Events (entertainment licenses, alcohol licenses, etc.)
Health and safety: Complying with health and safety regulations
Insurance: Maintaining appropriate insurance coverage (see Section 16.2)
Accessibility: Complying with disability and accessibility requirements
Age restrictions: Enforcing age restrictions where applicable
Consumer protection: Complying with consumer protection laws
Employment: Complying with employment laws for your staff
Tax: Complying with all tax obligations (see Section 10)
Data protection: Complying with data protection laws (see Section 15)
Venue requirements: Complying with venue rules and contracts
Local regulations: Complying with any local or regional regulations

16.2 Insurance Recommendations

We strongly recommend that you maintain appropriate insurance coverage, including but not limited to:

Public liability insurance
Employers' liability insurance (if you have employees)
Event cancellation insurance
Professional indemnity insurance

The Platform does not verify your insurance coverage and is not liable for any claims arising from your failure to maintain adequate insurance.

It is your responsibility to assess your insurance needs and obtain appropriate coverage.

16.3 Venue Arrangements

You are solely responsible for:

Securing venues for your Events
Entering into contracts with venue operators
Complying with venue terms and conditions
Paying venue fees and deposits
Ensuring venue suitability and safety

The Platform has no relationship with venues and is not responsible for any venue-related issues.

17. Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

Local Law Compliance: While these Terms are governed by Wyoming law, you remain responsible for complying with all applicable laws in the jurisdictions where you operate and hold Events.

17.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@theclubisdead.com to attempt to resolve any dispute informally. We will attempt to resolve the dispute through good faith negotiation within thirty (30) days.

17.3 Jurisdiction

If informal resolution is unsuccessful, any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Sheridan County, Wyoming, United States, and you hereby consent to the personal jurisdiction and venue of such courts.

17.4 UK and EU Organisers

FOR ORGANISERS LOCATED IN THE UNITED KINGDOM OR EUROPEAN UNION:

Nothing in these Terms affects your statutory rights under applicable consumer protection or business protection laws. You may bring legal proceedings in:

The courts of your country of incorporation or principal place of business, or
The courts of Wyoming, United States (at your choice)

17.5 Small Claims

Notwithstanding the above, either party may bring individual claims in small claims court in the appropriate jurisdiction if the dispute qualifies.

17.6 Injunctive Relief

Notwithstanding any dispute resolution provisions, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

18. General Provisions

18.1 Changes to Terms

We may modify these Terms at any time. For material changes, we will provide at least thirty (30) days' prior written notice via email or through your Organizer dashboard before the changes take effect.

Your continued use of the Platform after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and terminate your account.

Non-material changes (such as clarifications or corrections) may be made without prior notice.

18.2 Platform Modifications

We may modify, update, or discontinue any aspect of the Platform at any time without notice, including:

Adding or removing features
Changing the user interface
Updating technical requirements
Discontinuing the Platform entirely

We will endeavour to provide notice of significant changes but are not obligated to do so.

18.3 No Exclusivity

These Terms do not create an exclusive relationship. You may use competing ticketing platforms for your Events, and we may provide Services to your competitors.

18.4 Entire Agreement

These Terms, together with our Privacy Policy, the Stripe Connected Account Agreement, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and the Platform regarding the Services and supersede all prior agreements, understandings, and communications.

18.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

18.6 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of the Platform.

18.7 Assignment

You may not assign or transfer these Terms or your rights without our prior written consent. We may assign our rights and obligations without restriction.

18.8 Independent Contractors

The relationship between you and the Platform is that of independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, agency, or franchise relationship.

18.9 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except that:

Stripe is a third-party beneficiary of Section 4.3 (Stripe Connect Integration)
Indemnified Parties are third-party beneficiaries of Section 13 (Indemnification)

18.10 Notices

Notices to you: We may send notices via email to the address associated with your account, through your Organizer dashboard, or by posting on the Platform.

Notices to us: You may send notices to:

Email: legal@theclubisdead.com

Mail: Spring Street Entertainment LLC Attn: Legal 30 N Gould Street, Suite #51994 Sheridan, Wyoming 82801 United States

18.11 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of a conflict between the English version and any translation, the English version shall prevail.

18.12 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government orders, labour disputes, or Internet or telecommunications failures.

Note: Force majeure does not affect your obligation to pay Cancellation Fees or Refund Fees as set out in Section 8.4.

18.13 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

19. Contact Us

If you have questions about these Terms, please contact us:

Email: legal@theclubisdead.com

Mail: Spring Street Entertainment LLC 30 N Gould Street, Suite #51994 Sheridan, Wyoming 82801 United States

Organizer Support: support@theclubisdead.com

Spring Street Entertainment LLC Doing business as THECLUBISDEAD

These Terms of Service are effective as of December 5, 2025.