Terms of Service

To use certain features of our Services as a club or organization ("Customer"), you must create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

Customers may create multiple user accounts with different permission levels:

• Administrator accounts: Full access to all features, settings, and data
• Staff accounts: Access to check-in, guest management, and operational features

You are responsible for ensuring that users with access to your account comply with these Terms.

You must not share your account credentials with any third party. If you believe your account has been compromised, you must immediately change your password and notify us at support@guestpassplus.com.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

You agree not to:

• License, sell, rent, lease, or otherwise transfer the Services to any third party
• Modify, adapt, translate, or create derivative works of the Services
• Reverse engineer, disassemble, decompile, or attempt to derive source code from the Services
• Remove, alter, or obscure any proprietary notices on the Services
• Use the Services to develop a competing product or service
• Access the Services in order to build a similar or competitive product
• Use the Services in any way that violates applicable laws or regulations
• Use the Services to transmit malware, viruses, or other malicious code
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the integrity or performance of the Services
• Use automated systems (bots, scrapers) to access the Services without permission

Your use of the Services is also subject to our Acceptable Use Policy, which is incorporated into these Terms by reference.

Individuals who register as guests at clubs using our platform ("Guest Users") agree to these Terms when completing the guest registration process. Guest Users acknowledge that:

• They must provide accurate personal information during registration
• Their phone number will be verified via SMS before a guest pass is issued
• Their information will be shared with the club they are visiting
• They may receive transactional communications related to their visit
• They may opt in or out of marketing communications from the club

Guest Users understand that by signing a digital waiver through our platform, they are entering into a binding agreement with the club or venue, not with GuestPass Plus. We are not a party to any waiver agreement between Guest Users and clubs.

Guest passes issued through our platform are non-transferable and may only be used by the individual whose information is associated with the pass. Misuse of guest passes may result in denial of entry and/or suspension of future guest privileges.

The Services, including all content, features, functionality, software, text, images, graphics, logos, and trademarks, are owned by GuestPass Plus or our licensors and are protected by United States and international intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited license granted above.

Customers retain all rights to the content and data they upload to the Services ("Customer Content"). By uploading Customer Content, you grant us a limited license to use, store, reproduce, and display such content solely as necessary to provide the Services. We will not access your Customer Content except as necessary to provide support, prevent fraud, or comply with legal obligations.

If you provide us with feedback, suggestions, or ideas about the Services ("Feedback"), you grant us an irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

Access to certain features of the Services requires a paid subscription. Subscription fees are described in your Order Form or on our pricing page. All fees are quoted in U.S. dollars unless otherwise specified.

Subscription fees are billed in advance on a monthly or annual basis, depending on your plan. You authorize us to charge your payment method on file for all applicable fees when due.

All fees are exclusive of applicable taxes (including sales tax, VAT, and other similar taxes). You are responsible for paying all taxes associated with your subscription, except for taxes based on our net income.

Subscription fees are non-refundable except as expressly set forth in these Terms or required by applicable law. If we terminate your account for our convenience, we will provide a pro-rata refund of prepaid fees for the unused portion of your subscription term.

If payment is not received when due, we may suspend your access to the Services until payment is received. We may also charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower).

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will be effective at the end of your current billing period. You will continue to have access to the Services until the end of your paid subscription term.

We may suspend or terminate your access to the Services immediately if:

• You breach any provision of these Terms
• Your payment is overdue for more than 30 days
• You engage in activities that are harmful to other users or the Services
• Required by law or legal process
• We discontinue the Services (with reasonable notice)

Upon termination:

• Your access to the Services will be immediately revoked
• You must cease all use of the Services
• You remain liable for all fees incurred prior to termination
• We may delete your Customer Content after a reasonable retention period (typically 30 days)
• Provisions that should survive termination will continue in effect (including payment obligations, limitation of liability, and dispute resolution)

Prior to termination, you may request an export of your Customer Content. We will provide the data in a standard format within 30 days of your request.

These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Before filing any formal legal action, you agree to try to resolve any dispute informally by contacting us at legal@guestpassplus.com. We will attempt to resolve the dispute within 60 days.

If informal resolution fails, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules. The arbitration shall take place in California, unless the parties agree otherwise. The arbitrator's decision shall be final and binding.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive the right to participate in class actions or class-wide arbitration.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm pending arbitration.

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any Order Form or other documents incorporated by reference, constitute the entire agreement between you and GuestPass Plus regarding the Services.

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of GuestPass Plus.

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failures of third-party providers.

We may provide notices to you via email to the address associated with your account or by posting notices on the Services. You must provide notices to us by email to legal@guestpassplus.com.