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PassPass Customer Powered Royalties Service Level Agreement

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This Service Level Agreement (the "Agreement") is entered into by and between PassPass ("Company") and the subscribing party ("Customer"). This Agreement governs the Customer's use of the Company's platform, Customer Powered Royalties with PassPass, and related services.

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1. Subscription Terms

1.1 Payment Options: Payments will be collected via Recurly credit card payment on the first of each month. The Customer must indicate their payment preference (monthly, quarterly, or annually) at the time of agreement.

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The Customer may choose between the following payment plans:

​Monthly: $99/month with the option to cancel after 90 days with a 30-day notice

​Quarterly: $297/Quarter with the option to cancel after 90 days with a 30-day notice

Annual: $1,000 for the year up front (3 months free)

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1.2 Location Allocation: The Customer agrees to specify the number of locations to be included in their subscription. Each location corresponds to an individual location with access to the Customer Powered Royalties platform. The number of locations selected by the Customer will determine the total subscription cost.

1.3 Term and Renewal: This Agreement is valid for a 1-year term. The subscription will auto-renew for successive 1-year terms unless the Customer provides written notice of termination at least 30 days prior to the renewal date.

 

2. Licensing and Use

2.1 License Grant: The Company grants the Customer a non-exclusive, non-transferable license to access and use the platform during the term of this Agreement.

2.2 Restrictions: The Customer agrees not to:

  • Resell or redistribute access to the platform.

  • Use the platform for unlawful activities.

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3. Data and Confidentiality

3.1 Terms of Service: Data usage and confidentiality provisions are governed by the Company's Master Affiliate Terms of Service and Privacy Policy, which are incorporated by reference into this Agreement.

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4. Services Provided by Company

4.1 Premier Partner Plus Benefits: As a Premier Partner Plus subscriber, the Customer will receive the following benefits as part of the Customer Powered Royalties program:

  • Inclusion in the Membership Reseller program with an 80% revenue share of all memberships sold via partner QR code or signup page.

  • Inclusion in Customer Powered Royalties (CPR) program with a monthly pro-rata share of available funds in the CPR revenue pool

  • Payments will be paid on or before the 15th of each month following the closing of the previous monthly period.

  • Access to full-service onboarding to ensure seamless setup and activation.

  • Spotlight video creation & editing​

  • Inclusion in the Big Deal Program, which amplifies exposure and engagement for participating businesses.

  • Dedicated Partner Success Manager to provide ongoing support and account management.​

4.2 Streamlined Setup and Implementation: The Company ensures:

  • No data migration or POS integration is required.

  • The Customer will be live within 1-2 days, with full program rollout completed within 4 weeks.

4.3 Growth System Support: The Company will provide:

  • Training for staff on effectively driving membership conversions.

  • In-store and point-of-purchase marketing materials to promote the program.

  • Regular account reviews and performance assessments to refine strategies.

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5. Termination

5.1 Termination by the Company: The Company may terminate this Agreement immediately upon breach of terms or non-payment by the Customer.

5.2 No Refunds: No refunds will be issued upon termination, regardless of the remaining subscription period.

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6. Governing Law and Dispute Resolution

6.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Texas.

6.2 Dispute Resolution: Any disputes arising under this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

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7. Limitation of Liability

The Company's total liability under this Agreement is limited to the total subscription fees paid by the Customer over the past 12 months.

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8. Intellectual Property

8.1 Ownership: The Company retains all rights, title, and interest in and to the platform, software, and related intellectual property, including all updates, enhancements, and derivative works.

8.2 Customer Use: The Customer is granted a limited license to use the platform as outlined in this Agreement. This license does not transfer any ownership rights to the Customer.

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9. Governing Terms

9.1 Reference to Other Terms: This Agreement is governed by the following documents, which the Customer agrees to honor:

  • Premier Partner Master Terms of Service.

  • Master Affiliate Compensation & Payment Terms of Service.

  • Affiliate Master Terms of Service.

  • Privacy Policy.

9.2 Superseding Provision: The 80% revenue share for subscribing to Customer Powered Royalties, as outlined in this Agreement, supersedes the revenue share terms stated in the Premier Partner Master Terms of Service.

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10. Indemnification

10.1 Customer Indemnification: The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • (a) The Customer’s use of the platform in violation of this Agreement or applicable laws.

  • (b) Any third-party claim alleging that the Customer’s use of the platform infringes or violates intellectual property rights or privacy rights.

10.2 Company Indemnification: The Company agrees to indemnify, defend, and hold harmless the Customer from and against any and all claims, liabilities, damages, losses, and expenses arising out of or related to:

  • (a) Any infringement of third-party intellectual property rights by the Company’s platform.

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