CerebrOS Operator Terms

Effective date: October 21, 2026

Version: 3

These Operator Terms (the "Terms") are an agreement between Creative Code Collective Labs LLC, doing business as CerebrOS AI ("CerebrOS", "we", "us"), and the organization that accepts them (the "Operator", "you"). They govern your use of the Service.

1. Definitions

In these Terms:

"Service" means the CerebrOS event infrastructure: the Console, event and ticket setup, buyer ticket pages, checkout, ticket delivery, door check-in, contact and consent records, messaging, reporting, Vendor terms and payments, register connections and CerebrOS checkout, and any Add-On you enable.
"Console" means the signed-in area of the Service where you build and run your Events.
"Organization" means your Operator account in the Service, including its Events, settings and team.
"Event" means any event, session or occasion you list through the Service.
"Buyer" means a person who buys, reserves or is issued a ticket to your Event.
"Ticket Holder" means each person a ticket is issued for. Every ticket is one record for one person.
"Set Price" means the ticket price you enter in the Console.
"Buyer Price" means the single all-in price per ticket that a Buyer sees and pays, as described in Section 6. It includes every fee and charge the Buyer must pay for that ticket.
"Price Breakdown" means a secondary display that shows, in dollars, how the Buyer Price is made up, as described in Section 6.6.
"CerebrOS Fee" means our fee on each paid ticket, as described in Section 6.2.
"Operator Data" means personal information about your Buyers, Ticket Holders, minor participants and other individuals that is collected, imported, stored or generated through the Service for your Organization, including modeled estimates about an identified person. It does not include Account Data, De-identified Data or Aggregated Data.
"Account Data" means information about your Organization's users that we need to run your account, such as their names, emails, sign-in records, roles and billing details. We handle Account Data as the business responsible for it, under our privacy policy.
"De-identified Data" has the meaning in Section 9.5.
"Aggregated Data" means information that relates to a group or category of people, from which individual identities have been removed, and that is not linked or reasonably linkable to any person or household, including through a device. Aggregated Data is never a set of individual records. It does not identify you as its source.
"Add-On" means an optional paid feature described in Section 7.
"Vendor" and "your registers" have the meanings in Section 22.1.
"Security Incident" has the meaning in Section 10.7.
"Applicable Law" means all laws and regulations that apply to you, your Events or your use of the Service.

2. Acceptance and eligibility

2.1 How you accept. The Console shows these Terms, with a link to the full text, before you accept. You accept by checking the box that states you agree to the CerebrOS Operator Terms and the version number shown, typing your full name, and selecting "Accept and continue". Your typed name is your electronic signature. We record the version accepted and a fingerprint of its exact text, your typed name, your user account, the verified email address and sign-in method used, the date and time, and your network address. We email a copy of the accepted version to that address. That record is evidence of agreement.

2.2 Authority. The person accepting represents that they are at least 18 years old and are authorized to bind the Organization. These Terms bind the Operator, not only the individual who accepted.

2.3 Business use only. You confirm you use the Service for a business, nonprofit or other organizational purpose, including as a sole proprietor running events as a business, and not for personal, family or household purposes. Our Add-On billing terms in Section 7 follow consumer automatic-renewal rules anyway, so you get the same protections either way.

2.4 Accurate information. You will give us accurate, current information about your Organization and the people who control it. Do not create an Organization to avoid a suspension or limit.

3. Approval, review and suspension

3.1 Review before first sale. You can build Events as soon as you sign up. We review each new Organization before its first sale and may approve, ask for more information, or decline. We base approval decisions on your information, your Events, these Terms, Stripe's requirements and Applicable Law. We do not decline or limit an Organization because of the race, sex, religion, national origin, disability, sexual orientation or other protected characteristic of the people behind it or the people it serves.

3.2 What must be in place to sell. An Event cannot go on sale until (a) we have approved your Organization, (b) your Stripe account can accept charges, and (c) these Terms have been accepted for your Organization, as Section 19.3 describes.

3.3 Suspension. We may suspend your Organization, an Event, or specific features, with or without notice, if we reasonably believe:

you have breached these Terms, including Section 13;
an Event is unlawful, misdescribed, or likely to harm Buyers;
there is a risk of fraud, unusual dispute or refund activity, or harm to Buyers, to us or to Stripe;
Stripe has restricted or closed your account; or
the law, a court or a regulator requires it.

3.4 Effect of suspension. While suspended, your Events cannot take new sales. Where it is lawful and safe to do so, we will try to keep ticket delivery and door check-in working for tickets already sold, so that Buyers can attend. We will tell you the reason for a suspension unless the law or a risk of harm prevents it. Suspension does not change your obligations to Buyers for tickets already sold, including refunds under Section 12.3.

4. Your account, team and security

4.1 Roles. You may invite team members to your Organization and assign them roles. Each role carries different permissions. Owners and admins can change settings, connect Stripe and manage the team. Staff can run Events. Door roles are limited to check-in.

4.2 Your team. You are responsible for everyone you give access to and everything done under your Organization. Give each person their own login and remove access promptly when someone leaves.

4.3 Security. Keep credentials confidential. Tell us promptly at security@cerebrosai.com if an account may be compromised. The Service records data changes and exports against the person who made them, including CerebrOS staff.

4.4 CerebrOS access. Our staff may access your Organization to provide support, keep the Service secure, investigate a suspected breach of these Terms, or comply with law. We do not access Operator Data for any other purpose.

5. Payments, Stripe and merchant of record

5.1 Your own Stripe account. To sell paid tickets you must connect your own Stripe account through Stripe's hosted onboarding. You keep full access to that Stripe account. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement, as Stripe may change them from time to time. By accepting these Terms, you agree to be bound by those Stripe terms. You agree to give us accurate and complete information about your Organization, and you authorize us to share it, and information about your transactions, with Stripe. Stripe processes your data as described in the Stripe Privacy Policy, published on Stripe's website. Stripe, not CerebrOS, decides whether to open, keep or restrict your Stripe account.

5.2 You are the merchant of record. Each ticket sale is a sale by you to the Buyer. Payments are processed as direct charges on your Stripe account. Ticket money settles to your Stripe account and does not pass through any CerebrOS account. Your business name, as set in Stripe, is what Buyers see on their card statement.

5.3 Your responsibilities as merchant. You are responsible for:

refunds you issue or owe;
disputes and chargebacks raised against your account, including any dispute fees Stripe charges;
Stripe's fees on your account;
any negative balance on your Stripe account; and
responding to Stripe's requests about your account.

5.4 How CerebrOS is paid. The CerebrOS Fee is collected through Stripe as an application fee at the time of each charge. Stripe routes it to CerebrOS automatically. You authorize this.

5.5 Payouts and card data. Payout timing is set by Stripe and your Stripe settings, not by us. Card details go directly into Stripe's payment fields and never reach CerebrOS's systems.

5.6 Free tickets. Free tickets and reservations carry no CerebrOS Fee, as Section 6.8 describes.

6. Pricing and fees

6.1 You set the price. You set the Set Price for each ticket type in the Console. The Set Price is what you are designed to receive per paid ticket.

6.2 The Buyer Price. Buyers pay one all-in Buyer Price per ticket, equal to:

(a) your Set Price; plus
(b) the CerebrOS Fee, which is 8% of your Set Price per paid ticket, unless changed under Section 6.11; plus
(c) an amount calculated to cover Stripe's standard card processing fee on that ticket.

One pricing calculation produces the figure shown in the Console, shown on the ticket page and charged at checkout.

6.3 Same price for every Buyer. The processing amount in Section 6.2(c) is part of the price for every Buyer, whatever payment method they use. It is not a charge for paying by card, and you must not describe it as one. If you sell tickets to the same Event outside the Service, any lower price you offer for cash must be offered to all prospective Buyers.

6.4 What you receive. For a card charged at Stripe's standard US card rate (currently 2.9% plus 30 cents per successful domestic card payment), the amount in Section 6.2(c) is designed so that you receive your full Set Price after Stripe's fee and the CerebrOS Fee. Where Stripe's actual fee is higher, for example on international cards or currency conversion, you may receive slightly less on that ticket. On multi-ticket orders you may receive slightly more. Stripe's fees are set by your agreement with Stripe. If Stripe changes its standard rate, we may change the processing amount under Section 6.11.

6.5 One price, shown first. The Buyer Price is the price of a ticket wherever the Service shows one. It appears first, before a Buyer selects a ticket, and it does not increase during checkout. The Service also shows the order total before payment, at least as prominently as the Buyer Price. Each ticket page notes that the price includes a service charge and payment processing.

6.6 Price Breakdown. At checkout and on the order receipt, the Service also shows a Price Breakdown. It states, in dollars, the ticket price, the service charge and the payment processing amount included in the Buyer Price, and any tax line the law requires. Where the law requires a Price Breakdown earlier, such as before a ticket is selected, the Service shows it there too. The Price Breakdown is always less prominent than the Buyer Price. It explains the Buyer Price. It never adds to it. It also states that the payment processing amount is not refunded when a Buyer asks for a refund, as Section 6.9 describes. You must not remove the Price Breakdown or change its wording where the law requires it.

6.7 Prices you publish. Any ticket price you publish outside the Service, including on social media, flyers, your website, emails and messages, must be the Buyer Price. Do not publish the Set Price as a ticket price. Do not use "+ fees", "plus fees" or any price that leaves out a fee. You must not add fees to tickets sold through the Service outside the Buyer Price. The Console shows the current Buyer Price for each ticket type so you can copy it. If the Buyer Price changes, you must update the prices you have published before the change takes effect.

6.8 Free tickets. A ticket with a Set Price of zero has a Buyer Price of zero and carries no CerebrOS Fee and no processing amount.

6.9 Refunds. Your refund policy decides whether a Buyer who asks for a refund gets one. When you refund a ticket because the Buyer asked, the Buyer receives back the Buyer Price less the payment processing amount for that ticket. The processing amount is never refunded on a refund the Buyer asks for. It pays Stripe's fee, and Stripe does not return its fee when a payment is refunded. The Service tells Buyers before payment, in the Price Breakdown and with your refund policy, that the processing amount is not refunded on a requested refund. When you cancel an Event, or where the law otherwise requires a full refund, the Buyer receives back the full Buyer Price, including the processing amount, as Section 12.3 requires. Stripe does not return its card fee on that ticket, so that fee is a cost to you. A partial refund is allowed only where your refund policy and the law permit it. In every case, CerebrOS returns the CerebrOS Fee on each refunded ticket. For a partial refund, we return a proportional amount. This happens automatically when you refund through the Console. If you refund directly in your Stripe account, you must tell us at legal@cerebrosai.com or through the Console. We will return the CerebrOS Fee within 5 business days after you tell us or the Service detects the refund, whichever comes first. We recommend refunding through the Console. Stripe's fees are governed by your Stripe terms.

6.10 Disputes and chargebacks. If a Buyer's payment is disputed (including a card-network chargeback) or returned, CerebrOS will return the CerebrOS Fee on that payment to you promptly on notice of the dispute, without waiting for it to be resolved. If the dispute is later resolved in your favor and the funds are restored to you, CerebrOS may collect its fee on the restored amount again. Stripe does not reverse the CerebrOS Fee automatically on a dispute. This is an obligation CerebrOS performs directly. Responding to disputes, and any dispute fee Stripe charges, remain yours under Section 5.3.

6.11 Changes to the fee. We may change the CerebrOS Fee or the way the Buyer Price is calculated. We will give you at least 30 days' notice by email and in the Console before an increase takes effect. A decrease, or a change the law requires, may take effect sooner.

A change applies only to tickets sold on or after its effective date. It never changes the price of a ticket already sold, or the price shown to a Buyer who is already checking out. Before a change takes effect, the Console shows the new Buyer Price for each of your ticket types. It also lets you adjust your Set Price if you want to keep a Buyer Price the same. You must update any prices you have published, as Section 6.7 requires.

We will apply any change to all operators on the same plan, and not more than once in any 6-month period, unless it is a decrease or the law requires it. A fee change under this Section does not require you to accept a new version of these Terms. If you do not agree to a change, you may stop selling through the Service, and close your Organization, before it takes effect, with no fee or penalty.

6.12 Taxes. You are responsible for determining, collecting and paying any sales, admission or other taxes on your ticket sales. The Service does not calculate taxes or add them at checkout. If a tax applies to your tickets, your Set Price must include it, so that the Buyer Price stays the full amount the Buyer pays. You must not collect any tax from Buyers separately. If the law where you sell requires a tax to be shown as a separate amount, tell us before your Event goes on sale, so that the Price Breakdown can show it as a line within the Buyer Price. Do not sell in that place until the Service shows it. Stripe may issue tax forms, such as Form 1099-K, to you. Each party pays its own income taxes. Our fees exclude any tax that applies to them.

6.13 Fees on Vendor and register money. Section 22 describes Vendor payments and your own registers. CerebrOS's fees on them are:

(a) Vendor fees and sponsorship payments collected through the Service: 4% of the amount you set. The Vendor pays it on top of that amount, with a processing amount for the payment method it chooses. You are designed to receive the amount you set.
(b) Amounts based on a Vendor's sales, when the Service collects them: 4% of the amount, collected the same way as in (a).
(c) Sales rung through CerebrOS checkout on your own registers: 4% of each sale. Square takes it at payment. Cash sales carry no fee.
(d) Read-only register connections: no fee.

The processing amount on a Vendor payment is not refunded when that payment is refunded. CerebrOS returns its fee on refunded Vendor payments. Section 22.4 describes both. Section 6.11 applies to changes to these fees as it does to the CerebrOS Fee.

7. Add-Ons

7.1 Optional paid features. We may offer optional paid Add-Ons, such as custom domain purchase, AI features and text messaging. Add-Ons are offered when available, under the description and pricing shown in the Console at the time you enable them. Add-Ons are billed to a payment method you keep on file with us, separately from ticket revenue.

7.2 What we show before you enable an Add-On. Before you enter or confirm a payment method, the Console shows, next to the consent box: the price; the billing period; any usage limit and what happens when you reach it; whether the Add-On renews automatically; and how to cancel. These details are shown together, not only in a linked page.

7.3 Your consent to renewal. A recurring Add-On renews only if you check a separate, unchecked box agreeing to automatic renewal on those terms. We charge your payment method only after you do. We then email you an acknowledgment with the renewal terms and how to cancel. We keep a record of your consent for at least three years, or one year after the Add-On ends, whichever is longer.

7.4 Usage limits. When you reach an Add-On's usage limit, the Add-On pauses until the next billing period unless you have separately agreed in the Console to a stated overage rate. We do not charge overage you have not agreed to.

7.5 Cancelling. You can cancel a recurring Add-On in the Console at any time, using a cancel button in your Organization's billing settings. Cancellation takes effect immediately for renewal: you will not be charged again. The Add-On keeps working until the end of the period already paid for. If we offer you a discount to stay, the cancel button stays visible and works the same. Fees already charged are not refunded except where the law requires or we agree.

7.6 Reminders and price changes. For an Add-On billed yearly, we email you a reminder at least once a year, and between 15 and 45 days before each renewal, stating the Add-On, the amount and how to cancel. We may change Add-On pricing on at least 30 days' notice by email and in the Console. We will also send a reminder between 7 and 30 days before the new price applies, stating the change and how to cancel. A change applies from your next billing period after the notice period ends.

7.7 Third parties and non-payment. Some Add-Ons rely on third parties, such as a domain registrar, a messaging provider or mobile carriers, whose terms we will show when you enable them. Third-party fees, such as carrier and registry fees for text messaging, are shown before you enable the Add-On and are billed as stated. If an Add-On charge fails, we may pause that Add-On until it is paid.

8. Buyers, ticket records and messaging

8.1 Buyers contract with you. Buyers buy from you, and you are responsible for your relationship with them. Your event terms, refund policy and privacy notice are presented at checkout. The Service shows your refund policy before payment and includes it, or a link to it, in each order confirmation. Your privacy notice must disclose: the categories of information you collect, including modeled estimates; that CerebrOS processes Buyer information on your behalf as your service provider; and that de-identified information may be used to produce benchmarks and to train models, including AI and large language models.

8.2 One record per person. The Service keeps one record for each Ticket Holder. It does not issue anonymous group counts. Before payment, the Service collects the Buyer's first and last name, email address, phone number and ZIP code, and any other fields you configure. You must not configure the Service to collect information you do not need for the Event or are not permitted to collect. Section 11.2 covers tickets for children.

8.3 Consent records. The Service records each Buyer's acceptance of your event terms, and each marketing consent or withdrawal, with the exact wording the Buyer saw, the version, the source and the time. Marketing consent is collected separately from your event terms and is never pre-selected. A Buyer can buy a ticket without giving marketing consent.

8.4 Service messages. A service message is a message about a ticket the person holds, such as ticket delivery, entry instructions, a change of time or venue, or a cancellation. Service messages may be sent without marketing consent. The Service sends service messages by email, and they need no further consent. It does not send service messages by text. A service message must not include promotional content, such as offers, discount codes, merchandise or other events. A message that does is marketing.

8.5 Your marketing obligations. You are the sender of every message you send through the Service, and the seller named in any consent. When you send email or text messages through the Service:

You choose and approve. You choose who receives each message, approve its content and decide when it is sent. Every marketing message is sent only after a member of your team approves it in the Console. Suggestions the Service makes, including AI-drafted text, audiences or timing, are drafts until you approve them. CerebrOS transmits your messages on your instruction.
Email. You send marketing email only to people who consented or where the law otherwise permits. You comply with the CAN-SPAM Act, California Business and Professions Code section 17529.5 and other Applicable Law. Your sender name and subject lines must be accurate and not misleading. Each marketing email must identify itself as an advertisement unless the recipient consented to receive it. You must give us a valid physical postal address for your Organization, which the Service adds to each marketing email. The Service will not send marketing email until you have entered that address. You must not remove or disable the unsubscribe link the Service adds.
Text messages. You send marketing texts only to people who gave prior express written consent to receive marketing texts from your Organization, by name, as the Telephone Consumer Protection Act (TCPA) and Applicable Law require. Consent given to another operator, or to CerebrOS, is not consent for you.
Identification and opt-out wording. Each text identifies your Organization by name. Your first text to a person, and periodic texts after that, tell them they can reply STOP to opt out and HELP for help.
Opt-outs. An opt-out from any of your marketing messages ends all marketing messages from your Organization on that channel. If you run more than one Organization in the Service, you must honor the opt-out in each. You honor every opt-out, including one you receive outside the Service, which you must record in the Console within two business days.
Timing and frequency. The Service limits when marketing texts are sent and how many a person receives, based on the person's location, so that they meet the strictest common state rules. You must not try to work around those limits. Meeting the law where your recipients are remains your responsibility.
Content. You are responsible for the content of your messages and for their compliance with the law.

The Service includes a working unsubscribe link in every marketing email, keeps it working for at least 30 days after sending, and applies opt-outs at once, and in any event within 10 business days. It handles STOP and HELP replies for text messages. CerebrOS does not add promotional content of its own to your marketing messages. The Service suppresses messages to people who have opted out. You must not work around that suppression, re-add an opted-out person under another record, or ask them to opt back in except as the law and carrier rules allow.

8.6 Imported contacts. You represent that contacts you import were collected lawfully. Do not message an imported contact as marketing unless you hold a record of their consent to receive that kind of marketing from your Organization, and you import that record with the contact. Imported contacts without such a record can receive only service messages about tickets they hold.

8.7 Buyer privacy requests. You are responsible for responding to requests from individuals to know, access, correct or delete their information. The Service gives you means to find, export and delete a person's record. Individuals may also write to us at privacy@cerebrosai.com. If we receive a request about Operator Data directly, we will handle it as Section 10.4 describes.

8.8 Text messaging. If you enable text messaging:

Registration. US carriers require each sender to register its business and each messaging use. You authorize us to register your Organization, by its legal name, tax ID and business details, with our messaging provider and the carriers' registry, and to describe your messaging use. You confirm that the details you give for registration are accurate and kept current. You cannot send texts until registration is approved. Carriers, not CerebrOS, decide approval, and they may limit volume, reject a registration or suspend it. Businesses without a federal tax ID register as sole proprietors, which carriers limit to lower daily volumes.
Consent wording. The Service collects text consent using standard wording that names your Organization, describes the messages, states that frequency varies, that message and data rates may apply, and how to reply STOP and HELP, and links to your terms and privacy notice. You may change the description of your messages, but you must not remove those elements. Our wording is a starting point, not legal advice.
Privacy notice. Your privacy notice must say that you do not share or sell mobile phone numbers or text consent with third parties for their marketing.
Restricted content. You must not send texts about cannabis or CBD, tobacco or vaping, firearms or weapons, gambling or games of chance, or sexual content, or texts that are hateful or harassing. You may text about events that serve alcohol only through a registration that carriers approve for age-restricted content and only to recipients verified as 21 or older.
Lists. You must not text numbers from a list you bought, rented or were given by someone else, or numbers imported without a record of consent to your Organization.
Numbers. We assign texting numbers to your Organization. They are not shared with other operators. We hold the numbers with our messaging provider. If you leave, we will try to transfer them to you on request where the provider allows it.
Rules. You comply with our messaging provider's policies shown when you enable text messaging, and with the CTIA Messaging Principles and Best Practices.

8.9 Messaging records and suspension. The Service keeps a record of each message sent through it, and of each consent and opt-out, with the wording shown and the time. We may review sending patterns, complaint and opt-out rates, and message content to protect recipients and comply with law and carrier rules. We may pause or suspend your email or text messaging at once, without suspending ticket sales, if we reasonably believe messages breach Section 8.5 or 8.8, a carrier or our messaging provider requires it, or complaint or opt-out rates are unusually high. We will tell you why unless the law prevents it. You must give us information we reasonably request to respond to a complaint, a carrier or a regulator about your messages.

9. Data ownership and use

9.1 You own Operator Data. As between you and CerebrOS, you own Operator Data. Nothing in these Terms transfers ownership of Operator Data to us.

9.2 You can take it with you. You may export your contacts, ticket records, orders, check-in records and consent records from the Console in a standard format at any time, without asking us.

9.3 How we use Operator Data. We process Operator Data on your behalf and at your direction, to provide, secure, support and maintain the Service for you. Section 10 governs that processing.

9.4 De-identified and Aggregated Data. As part of the Service, you instruct us to de-identify and aggregate Operator Data under Section 9.5. We do this to produce benchmarks and insights we return to operators, and to maintain, secure, improve and develop the Service, including by training and improving models such as machine-learning and AI models. Once data is De-identified Data or Aggregated Data, it is no longer Operator Data. We own the De-identified Data and Aggregated Data we create, and the analyses, models and insights derived from them. We do not sell or license De-identified Data or Aggregated Data to third parties under these Terms. We do not use information about minors (Section 11) for any purpose in this Section. We do not disclose Aggregated Data outside CerebrOS for any group of fewer than 10 individuals. Aggregated Data will not identify you, or allow your sales, pricing or attendance figures to be worked out. We will not identify you by name as the source of any De-identified or Aggregated Data without your written consent.

9.5 De-identification standard. "De-identified Data" means information that cannot reasonably be used to infer information about, or otherwise be linked to, a particular person or household. Information replaced with a token, key or code that we or anyone else could use to re-link it to a person is not De-identified Data. We create De-identified Data from your Operator Data separately for your Organization, before it is combined with data from any other operator. De-identified Data contains no identifier that persists across operators. For all De-identified Data, we:

take reasonable technical and organizational measures to ensure it cannot be associated with a person or household;
commit, publicly in these Terms and in our privacy policy, to keep and use it only in de-identified form and not to attempt to re-identify it, except to test whether our de-identification methods meet this Section;
contractually require anyone we give it to, to meet every part of this Section, and monitor that they do; and
do not use it to make any decision about a particular person.

9.6 No combining across operators. We will not combine personal information we process for you with personal information we process for any other operator, or collect for ourselves, except (a) to create De-identified or Aggregated Data, which we do only after each operator's data has been de-identified separately under Section 9.5, (b) to detect security incidents or protect against fraud or illegal activity, or (c) as Applicable Law otherwise permits a service provider. The same person buying from you and from another operator is held as two separate records. Neither operator can see the other's record. We do not keep any identifier, match key or profile that links a person in your Operator Data to a person in another operator's data.

9.7 No sale, no advertising use. We do not sell Operator Data, share it for cross-context behavioral advertising, or use it to market to your Buyers on our own behalf. These Terms grant no advertising, audience, data-sale, data-broker or data-licensing rights to anyone. Any such program would need new terms, your agreement and separate Buyer opt-in.

9.8 Modeled estimates. Some insights include modeled estimates about a person, such as an estimated age range or travel distance. These are estimates drawn from patterns in the data, not verified facts, and the Service labels them as estimates. A modeled estimate about an identified person is Operator Data. Your privacy notice must disclose that you hold such inferences. We do not produce modeled estimates about minors, or estimated age ranges below 18 for any person. We do not derive estimates from the type of venue a person attends, such as a school or place of worship. You must not treat a modeled estimate as a verified fact. You must not use one, alone or with other information, to make a decision that provides or denies financial or lending services, housing, education enrollment or opportunities, employment or contracting opportunities or pay, healthcare services, or any other decision with legal or similarly significant effects on a person.

9.9 Your data instructions. You are responsible for having a lawful basis and any notice or consent the law requires for the Operator Data you collect or import, and for the instructions you give us about it. You are responsible for any notice, consent, risk assessment, data protection assessment or cybersecurity audit that the law requires of you for your use of the Service.

10. Service-provider terms

10.1 Role. For Operator Data, you are the business (or controller) and CerebrOS is your service provider (or processor), under the California Consumer Privacy Act, as amended (CCPA), and similar laws. We apply this Section to all Operator Data, whether or not a privacy law applies to your Organization. CerebrOS will:

(a) retain, use and disclose Operator Data only for the specific business purposes in Section 10.2, and not for any other purpose, any other commercial purpose, or outside our direct business relationship with you, except as the CCPA permits a service provider;
(b) not sell or share Operator Data, as those terms are defined in the CCPA;
(c) not combine Operator Data with personal information from other sources, except as Section 9.6 permits;
(d) provide the same level of privacy protection the law requires of you, and comply with the CCPA and other Applicable Law;
(e) allow you, on notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Operator Data;
(f) allow you to take reasonable and appropriate steps to confirm we use Operator Data in line with your legal obligations, as Section 10.9 describes;
(g) impose the same restrictions on each subprocessor that processes Operator Data, by written contract, as Section 10.5 describes;
(h) ensure that every person who processes Operator Data for us is bound by a duty of confidentiality;
(i) assist you, taking into account the nature of the processing and the information available to us, in responding to individuals' privacy requests, in meeting your security and breach-notification obligations, and in conducting and documenting data protection assessments and risk assessments;
(j) cooperate with your cybersecurity audit, risk assessment and automated-decisionmaking obligations under the CCPA regulations, by making available the relevant facts in our possession and not misrepresenting any fact;
(k) at your choice, delete or return Operator Data when the Service ends, as Section 18.4 describes, unless the law requires us to keep it; and
(l) notify you within 5 business days after we determine we can no longer meet our obligations under this Section.

10.2 Specific business purposes. We process Operator Data only for these purposes:

publishing your Events and ticket pages, and processing orders, payments, refunds and disputes through your Stripe account;
issuing tickets, delivering them, and running door check-in, including recording each scan;
storing and displaying contact, order, check-in and consent records, and providing exports;
sending the service messages and marketing messages you instruct, and handling opt-outs;
inviting Vendors, recording their terms acceptances, collecting Vendor payments through your Stripe account, and reporting Vendor and register sales;
producing reports, insights and modeled estimates for your Organization only, including models that serve only your Organization;
de-identifying and aggregating Operator Data under Sections 9.4 and 9.5;
providing customer support, and debugging and repairing the Service;
securing the Service and detecting and preventing fraud, security incidents and illegal activity; and
complying with law and with your instructions under Section 10.4.

10.3 Processing details.

Nature and purpose: the business purposes in Section 10.2.
Types of personal information: names; email addresses; phone numbers; ZIP codes; order, ticket, payment-status and refund records (no card numbers); check-in scans; consent records; messages and opt-outs; Vendor contact details and terms acceptance records; modeled estimates; and, once the Service offers those features and you use them, minor participant information and the parent or guardian consent records described in Section 11.
People concerned: your Buyers, Ticket Holders, contacts you import, Vendors' contacts, and, once the Service offers those features, minor participants and their parents or guardians.
Duration: while your Organization is active, then as Section 18.4 describes.
Instructions: these Terms and your settings and actions in the Console are your complete instructions. We will tell you if we believe an instruction breaks Applicable Law. If we ever decide the purposes or means of processing Operator Data ourselves, outside these instructions, we will treat that processing as our own and will not do it without new terms.

10.4 Consumer requests. We will assist you in responding to verified requests to know, delete or correct personal information. If we receive a request about Operator Data directly, we will tell the requester to contact you, forward the request to you, or act on it on your instructions.

10.5 Subprocessors. We use these subprocessors for Operator Data: Stripe (payments), Vercel (hosting, file storage), Neon (database), Clerk (sign-in), Resend (email), Twilio (text messaging, only if the text messaging Add-On is enabled), Apple (Apple Wallet pass updates, only when Wallet passes are enabled), OpenRouter and the AI model providers it selects (answering Console users' questions, only when enabled), and Google (address suggestions in the Console, only when enabled). Our published subprocessor list, at cerebrosai.com/legal/subprocessors, says what each one does and what information it receives. Each one is bound by a written contract that imposes obligations on it at least as protective as this Section 10. We remain responsible for their performance. We will give at least 14 days' notice by email and in the Console before a new or replacement subprocessor processes Operator Data. You may object on reasonable data-protection grounds within that period. We will then work with you in good faith on an alternative. If we cannot offer one, you may stop using the affected feature or terminate these Terms without penalty. Where a change is urgent for security or continuity, we may make it sooner and will give notice as soon as we can.

10.6 Security. We implement and maintain reasonable security procedures and practices appropriate to the nature of Operator Data, to protect it from unauthorized or illegal access, destruction, use, modification or disclosure. Our safeguards include encryption in transit and at rest, database-level separation of each operator's data, role-based and least-privilege access, and logging of changes to and exports of Operator Data.

10.7 Security incidents. "Security Incident" means any actual or reasonably suspected unauthorized access to, or acquisition, use, disclosure, alteration or loss of, Operator Data in our or our subprocessors' systems. It does not include unsuccessful attempts that do not compromise Operator Data, such as pings, port scans or blocked log-in attempts. If we discover a Security Incident, we will:

notify you immediately, and in any event within 72 hours of discovery, at your owner's email and in the Console;
tell you, as it becomes known: what happened and when; the kinds of Operator Data and approximate number of people involved; what we have done to contain it; and a contact for more information;
take reasonable steps to contain, investigate and remediate it, and preserve the evidence;
give you the information and help you reasonably need to notify individuals, regulators and others in time; and
not notify your Buyers or regulators about it in your name without your approval, unless the law requires us to.

If a Security Incident results from our breach of these Terms, we will reimburse your reasonable Breach Response Costs, subject to Section 17. Notice of a Security Incident is not an admission of fault.

10.8 Retention. We keep Operator Data while your Organization is active, and after termination as Section 18.4 describes. You may delete records in the Console, subject to records the law requires us to keep. Deleting a contact does not delete the record that the person opted out of messages. The Service keeps opt-out records so that the person is not messaged again.

10.9 Assessments. On your reasonable written request, we will make available the information in our possession needed to show that we meet this Section. Once every 12 months, you may assess our compliance yourself or through an independent assessor bound by confidentiality, by written questionnaire, review of our policies and documentation, and a meeting with our staff. Alternatively, with your agreement, we may arrange at our expense for a qualified, independent assessor to assess our policies and technical and organizational measures against an accepted control framework at least once a year. In that case we will give you the report on request. An assessment must not give you access to other operators' data or compromise the security of the Service. We may charge reasonable costs for more than one assessment in 12 months, unless a Security Incident or a regulator requires it.

10.10 Your compliance information. No more than once a year, and on reasonable notice, we may ask you for reasonable information confirming that your collection and use of data through the Service follows these Terms. You will answer in good faith.

11. Minors

11.1 Adults buy tickets. The Service is designed so that tickets are bought by adults. Where you sell tickets for children, the purchasing adult buys them. The Service does not invite a child to enter their own information, and you must not use or configure it in a way that does. You must not collect personal information directly from a child under 13, and you must comply with the Children's Online Privacy Protection Act (COPPA) and other Applicable Law on children's data.

11.2 Tickets for children. You can mark a ticket type as a child ticket. The Service records each child ticket as part of the adult Buyer's order and does not collect the child's name or contact details. Do not collect a child's name or contact details in any other field. The Service excludes child tickets from individual-level De-identified Data, counting them only at order level.

11.3 Information about minor participants. The Service does not yet collect roster or other information about minor participants. If you collect information about a participant under 18 for an Event you sell through the Service, for example for a youth sports roster, whether through the Service once it offers that feature or by other means, you must:

collect it only after a parent or legal guardian has given a separate consent, which may be signed electronically, that explains what is collected, why, who can see it and how long it is kept;
have it entered by the parent or guardian, or by a coach or other responsible adult, and never by the minor;
where a coach or other adult starts a roster, hold only what is needed to send the parent or guardian the consent request until that consent is given;
collect only what you need for participation, eligibility, safety and emergency response;
collect health or medical information only where needed for safety or emergency response, through a field designed for it, visible only to staff you designate;
let a parent or guardian review, correct or delete their child's information, and withdraw consent, and act on that request promptly; and
keep it no longer than the period stated in that consent.

11.4 How the Service will handle it. When the Service offers features for minor participants, it will store that information separately from Buyer and contact records and will not link the two. It will support the parent and guardian requests in Section 11.3. We do not use information about minors to create the De-identified or Aggregated Data described in Section 9.4, and we do not use it to train models.

11.5 Never sold or shared. Information about minors is never sold, shared for cross-context behavioral advertising, licensed, or used for targeted advertising, under these Terms or any future program.

11.6 No marketing to minors. You must not use the Service to send marketing to minors, to build marketing audiences that include minors, or to target any advertising at minors. Information about minors must never be used for marketing.

11.7 Sensitive information. Information about a known minor is sensitive personal information under California law and is sensitive data under several state laws. You are responsible for any risk assessment or data protection assessment those laws require of you. We will help under Section 10.1(i) and (j).

11.8 Releases and waivers. You are responsible for any release, waiver or medical authorization your Event needs, and for its legal sufficiency. A release signed by a coach or team representative does not waive a minor's own claims.

12. Your Events and your responsibilities

12.1 Lawful Events. You are solely responsible for your Events. You will:

run each Event lawfully, with every permit, license and insurance policy it requires and the right to use the venue;
keep sales within the venue's lawful capacity and your agreement with the venue;
enforce any age restriction you list or the law requires; and
be responsible for the safety and conduct of the Event, its staff, its volunteers and its contractors on event day.

12.2 Accurate listings. Your Event listings must be accurate and not misleading. They must state the date, time, venue, ticket types, any age restriction, and anything else a reasonable Buyer would need to decide to buy. If an Event materially changes, you will update the listing and tell Ticket Holders promptly.

12.3 Refunds and cancellations.

(a) You must show Buyers your refund policy before they pay, and honor it. Your policy must accurately say what is and is not refunded, including any fees, and must not contradict the statement about the payment processing amount that the Service shows under Section 6.9.
(b) If you cancel an Event, you must refund each Buyer the full Buyer Price, including the payment processing amount, within 30 days of the cancellation, or sooner if the law requires.
(c) If an Event is postponed, rescheduled or replaced, you must give each Buyer the refund, replacement or credit the law requires. Where a Buyer may ask for a refund, you must pay it within 30 days of the request, or sooner if the law requires.
(d) You must keep enough money available in your Stripe account to pay these refunds. Do not take payouts that leave you unable to pay them.
(e) If you do not issue a refund that this Section or the law requires, we may issue it for you from your Stripe account after giving you notice, and you authorize us to do so. We may also tell affected Buyers how to request a refund.
(f) You are responsible for refunds even if your Organization is suspended or these Terms end.

12.4 Door check-in. The Service supports check-in by scan and by list, and records every scan, including re-entry. You decide who to admit. If the Service is unavailable at the door, you can admit guests from an exported guest list.

12.5 Your content. You are responsible for, and confirm you have rights to, everything you upload or publish through the Service ("Your Content"). You grant us a non-exclusive, worldwide, royalty-free license to host, copy, display and transmit Your Content only as needed to provide the Service, including on your buyer pages and in messages you send.

12.6 Your domain. If you connect your own domain, you are responsible for it and its settings. Buyer pages on your domain are still governed by these Terms.

12.7 Ticket laws. You must comply with the ticketing laws that apply where your Event takes place and where you sell. Among other things, you must:

list and sell only tickets to Events you have the right to hold, and only once you have made them available for sale;
before sale, describe the seat or area each reserved-seat ticket covers;
give your business name and a permanent business address in the Console, so the Service can show them on your ticket pages, and include them in your own advertising where the law requires;
not represent that an Event is sold out when tickets remain available;
not cancel or refuse a ticket only because it was lawfully transferred, where the law protects transfer; and
tell us before your Event goes on sale if the law where you sell requires anything the Service does not yet support.

The Service keeps records of sales and refunds for your Organization. You must keep any other records the law requires of you.

13. Acceptable use and prohibited Events

13.1 Prohibited Events. You may not use the Service to list, sell or promote:

any event or activity that is illegal where it takes place or where tickets are sold;
an event you do not host or have the right to hold, an event that does not exist, or tickets you do not have the right to sell;
resale of tickets to another organizer's event, or tickets priced or sold in breach of resale law;
sexual services, or sexually explicit or adult entertainment, unless Stripe has approved it for your account and the law allows it;
contests, sweepstakes, games of chance, lotteries, raffles or giveaways where people pay for a chance to win a prize, or where buying a ticket is a condition of entry or improves the odds, unless the law allows it where held and Stripe has approved it for your account;
the sale or supply of weapons, illegal drugs, cannabis, or other regulated goods as part of a ticket, or events organized around their unlawful sale;
events that promote violence, harassment or hatred against people based on a protected characteristic, or that endanger children;
pyramid schemes, multi-level marketing recruitment, get-rich-quick offers, the sale of investments, or other deceptive offers;
donations or fundraising presented as ticket sales, unless Stripe has approved fundraising for your account; or
any business or activity that Stripe lists as prohibited or restricted in its Prohibited and Restricted Businesses list, unless Stripe has approved it for your account.

13.2 Prohibited conduct. You may not:

give false information to us, to Stripe or to Buyers;
collect sensitive personal information through the Service, such as government ID numbers, financial account numbers or health information, except where a feature is designed for it and the law allows it;
add fees to Buyers outside the Buyer Price, misstate the Buyer Price, display a ticket price other than the Buyer Price, or describe a fee inaccurately;
list or sell a ticket you do not have the right to sell, or before you have made it available;
use a name, domain, logo or design likely to make Buyers think your Event or page is connected to an artist, team, venue or organizer it is not connected to;
use or allow automated means, multiple accounts or other methods to get around ticket limits, queues or access controls, whether on the Service or on any other ticket seller;
send unsolicited messages, or messages that breach Section 8.5 or 8.8;
access another operator's data, or try to;
test the security of, bypass limits in, reverse engineer, resell or copy the Service; or
interfere with the Service or with other operators' use of it.

13.3 Our response. If you breach this Section, we may remove a listing or ticket type, suspend under Section 3.3, or terminate under Section 18.

13.4 Equal access. You must not use the Service to refuse admission, set prices or offer different ticket types, discounts or benefits based on sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic information, marital status, sexual orientation, gender identity, citizenship, primary language, immigration status or any other characteristic protected by Applicable Law, unless the law allows it. Age-based ticket types, legally required age limits, and eligibility rules the law permits, such as age divisions or sex-separated athletic competition, are allowed. Your Events must also meet the accessibility requirements that apply to you and your venue. We may remove a ticket type or listing that we reasonably believe breaches this Section.

14. The Service and intellectual property

14.1 Our license to you. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right for your team to access and use the Service for your Organization's Events while these Terms are in effect.

14.2 What we own. CerebrOS owns the Service, including its software, design, documentation, pricing logic, models and all improvements to them, and the De-identified and Aggregated Data described in Section 9.4. No rights are granted except those stated in these Terms.

14.3 Feedback and changes. We may use feedback you give us without obligation. We may change the Service, and will give reasonable notice where we can before removing a feature material to selling or checking in tickets.

14.4 Customer listing. We may name your Organization, with its logo, as a customer. You may opt out by emailing legal@cerebrosai.com. We will not publish a case study about you or quote you without your approval.

15. Confidentiality

15.1 Obligation. Each party will protect the other's non-public business information disclosed under these Terms ("Confidential Information") with reasonable care, and use it only to perform under these Terms. It may be shared with employees, contractors and advisers who need it and are bound by similar duties. Operator Data is governed by Sections 9 to 11 and is protected at least as strictly as Confidential Information.

15.2 Exceptions. Confidential Information excludes information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from someone else. A party may disclose it when the law requires, with notice where lawful.

16. Warranties and disclaimers

16.1 Mutual. Each party represents that it has authority to enter into these Terms.

16.2 Your warranties. You represent and warrant that your Events, listings and Your Content, and your collection and use of Operator Data, comply with these Terms and Applicable Law.

16.3 Our commitment. We will provide the Service with reasonable care and skill, and make reasonable efforts to keep it available, particularly during Events. We do not guarantee any specific uptime.

16.4 Disclaimer. Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the fullest extent the law permits, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not guarantee the Service will be uninterrupted or error-free, or any level of sales, attendance or revenue. Insights and estimates support your decisions. They are not legal, tax or financial advice.

16.5 Third parties. We are not responsible for Stripe, Square, card networks, carriers, registrars, venues or other third parties. This includes carriers' and messaging providers' decisions to filter, block, limit or suspend messages or registrations.

17. Limitation of liability and indemnity

17.1 No indirect damages. To the fullest extent the law permits, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data (except Breach Response Costs under Section 17.3), arising out of these Terms, even if advised that they were possible.

17.2 General cap. To the fullest extent the law permits, CerebrOS's total liability arising out of or relating to these Terms or the Service is limited to the greater of (a) the total CerebrOS Fees and Add-On fees CerebrOS received from or through your Organization in the 12 months before the event giving rise to the claim, and (b) US $5,000.

17.3 Data-protection cap. For claims arising from CerebrOS's breach of Sections 9 to 11, including Security Incidents, CerebrOS's total liability is limited to the greater of (a) three times the amount in Section 17.2(a), and (b) US $50,000. This cap replaces, and does not add to, the cap in Section 17.2 for those claims. Within it, your reasonable Breach Response Costs are direct damages, and Section 17.1 does not exclude them. "Breach Response Costs" means the reasonable costs of legally required notices to individuals and regulators, a call center, credit or identity monitoring where the law requires it or it is customary, and forensic investigation.

17.4 Exceptions. Sections 17.1 to 17.3 do not limit:

a party's liability for fraud, willful injury to the person or property of another, willful misconduct or gross negligence;
a party's liability for a violation of law, to the extent California Civil Code section 1668 or other law does not allow it to be limited;
your obligations under Section 17.5;
your obligation to pay amounts owed under these Terms; or
any other liability that cannot be limited by law.

17.5 Your indemnity. You will defend, indemnify and hold harmless CerebrOS and its owners, officers, employees and contractors from and against any third-party claim, and any resulting loss, damage, fine, penalty, cost or reasonable attorneys' fees, arising out of:

your Events, listings and Your Content, including injury, property damage, cancellation and event-day conduct;
your collection, import or use of Operator Data, including any claim that you lacked notice, consent or a lawful basis;
messages you send through the Service, including claims, regulatory actions, fines and carrier or messaging-provider penalties under the TCPA, CAN-SPAM, state telemarketing and messaging laws, or carrier rules, except to the extent the claim results from the Service failing to suppress a message to a person whose opt-out the Service had recorded;
prices or fees you publish or describe outside the Service, or any change you make to how the Service shows them;
refunds you fail to make when these Terms or the law require them, including any refund we issue for you under Section 12.3;
any fine or penalty under a law on ticket sales, fees or pricing that results from your Events, listings, advertising or conduct;
disputes, chargebacks, taxes or other Buyer claims relating to your sales; or
your breach of these Terms or of Applicable Law.

17.6 Process. We will notify you promptly of a claim and let you control the defense, with our reasonable cooperation at your cost. You may not settle a claim that admits fault by, or imposes an obligation on, CerebrOS without our written consent.

18. Term, termination and data on exit

18.1 Term. These Terms begin when you accept them and continue until your Organization is closed or these Terms are terminated.

18.2 Your termination. You may stop using the Service at any time and close your Organization in the Console or by notice to us. You must first deal with Events that have tickets sold, as Section 18.5 requires.

18.3 Our termination. We may terminate these Terms for convenience on 30 days' notice. We may terminate immediately on notice if you materially breach these Terms, if a ground in Section 3.3 is serious or not cured within 10 days of notice, or if Stripe permanently closes your account.

18.4 Data on exit. For 30 days after termination you may sign in to the Console to export Operator Data. That export is how we return it to you. After that, or sooner if you ask us in writing, we will delete Operator Data within 90 days. Copies in backup systems are deleted as those backups expire under our backup schedule, within 35 further days, and are not restored or used meanwhile. We may keep only these copies, for as long as needed and protected under these Terms:

copies we must keep for legal, tax, accounting, fraud-prevention or dispute purposes;
records of consents and opt-outs, the wording shown and messages sent, which we keep for at least five years after the message or consent they relate to, or longer where Applicable Law requires;
opt-out records, which we keep for at least ten years; and
records of your acceptance of these Terms and of Add-On billing consents, which we keep for at least three years after termination.

We may keep De-identified and Aggregated Data created before termination, as Section 9.4 allows. On request, we will confirm deletion in writing.

18.5 Tickets already sold. Termination does not cancel tickets already sold. If termination happens before an Event with tickets sold, then unless the termination is for fraud, illegality or risk of harm, we will keep ticket delivery and check-in working for that Event through its date, or you will cancel the Event and refund Buyers under Section 12.3.

18.6 What survives. Sections 5.3, 6.9, 6.10, 6.12, 8.9 (as to records), 9, 10 (for as long as we hold Operator Data), 11.5, 12.3, 14.2, 15, 16.4, 17, 18.4 to 18.6, 19.4, 20 and 21 survive termination. Fees owed before termination remain payable.

19. Changes to these Terms

19.1 How we change them. We may update these Terms. Each update is published in the Console as a new numbered version, marked as a material change or not. We do not edit a version after anyone has accepted it. Changes to the CerebrOS Fee follow Section 6.11, and changes to Add-On prices follow Section 7.6.

19.2 Notice. When we publish a new version, we email your Organization's owner and show a notice in the Console the same day. The notice says whether the change is material, summarizes what changed, and links to the new version and a comparison with the current one.

19.3 When a change takes effect.

A change that is not material, such as a correction or clarification, takes effect when we send the notice. It does not need your acceptance.
A material change binds you only when you accept it in the Console, and takes effect for your Organization when you do. A material change includes any change that adds a new subject to these Terms, such as a new way of resolving disputes, a new limit on liability or new rights to use data, and any change to how refunds work. Continuing to use the Service is never acceptance of a material change.
After we publish a material change, you may keep selling under the version you accepted for 14 days. After those 14 days, your Events cannot take new sales until the new version is accepted for your Organization, while ticket delivery and check-in for tickets already sold keep working. Where the law requires a change sooner, or a change addresses a security or fraud risk, we may shorten the 14 days to what is needed, and the notice will say so.

Changes to the CerebrOS Fee follow Section 6.11 instead of this Section.

19.4 No retroactive effect. A change to these Terms does not apply to any dispute or claim that arose, that either party gave notice of, or that either party knew about, before the change took effect. That dispute or claim stays governed by the version in effect when it arose.

19.5 If you do not agree. You may stop using the Service and close your Organization under Section 18.2 instead of accepting a material change. The version you accepted keeps applying to tickets sold before you close.

20. Governing law and disputes

20.1 Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

20.2 Courts. Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively in the state or federal courts located in Sacramento County, California. Each party consents to the jurisdiction of those courts.

20.3 Talk first. Before suing, a party will describe the dispute in writing to the other, sent under Section 21.1, and both will try in good faith to resolve it for 30 days. Urgent injunctive relief may be sought at any time.

21. General

21.1 Notices. We send notices to the email address of your Organization's owner and in the Console. You send notices and legal correspondence to us at legal@cerebrosai.com, or by mail to Creative Code Collective Labs LLC, Sacramento, California (street address provided on request to legal@cerebrosai.com). Security reports go to security@cerebrosai.com and privacy requests to privacy@cerebrosai.com. A notice by email is given when sent, unless the sender learns it was not delivered.

21.2 Entire agreement. These Terms, with the pricing and Add-On terms shown in the Console, are the entire agreement about the Service and replace prior discussions. A separate written agreement signed by both parties controls only where it expressly overrides these Terms.

21.3 Assignment. You may not assign these Terms without our written consent. We may assign them on notice in a merger, acquisition, reorganization or sale of most of our business.

21.4 Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship. Except for our role as your service provider for Operator Data, neither party acts on the other's behalf.

21.5 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not excuse your obligations to Buyers, including refunds.

21.6 Severability and waiver. If any part of these Terms is unenforceable, the rest stays in effect and that part is enforced to the fullest extent allowed. A failure to enforce a term is not a waiver.

21.7 Electronic records and signatures. The parties agree to do business electronically. Your typed name and acceptance in the Console are your electronic signature, with the same effect as a handwritten one. You agree to receive these Terms, notices, receipts and Add-On billing notices electronically, at the owner's email address and in the Console. Each party's records of acceptance may be used as evidence of these Terms.

21.8 No third-party beneficiaries. These Terms give no rights to anyone except you, CerebrOS and the persons indemnified under Section 17.5.

22. Vendors, partners and your own registers

22.1 What this Section covers. A "Vendor" is a business you add to an Event through the Service, such as a food, drink or merchandise seller, the venue, a sponsor or a partner. "Your registers" means your own Square account, and its locations and devices, that you connect to the Service for stands you run yourself. The fees in this Section are listed in Section 6.13.

22.2 Your terms with Vendors. You set each Vendor's terms in the Console and invite the Vendor through the Service. The Vendor accepts by typing its name. The Service records the name, the time, the network address and the exact text accepted. Once a Vendor accepts, you cannot change its terms for that Event. The terms are between you and the Vendor. CerebrOS is not a party to them. You are responsible for your terms with each Vendor and for what you tell Vendors. You are responsible for having the right to share Event information with each Vendor.

22.3 Vendor sales data. Your terms may ask a Vendor to connect its register. That connection is read-only. CerebrOS does not take payments through it or change how the Vendor is paid. You see each Vendor's sales for your Events only. Sales are reported per Vendor. They are never tied to an individual Buyer or Ticket Holder.

22.4 Vendor fees and sponsorship payments. Where your terms say a Vendor pays you a fixed amount, such as a booth fee or a sponsorship payment, the Vendor pays it through the Service. The payment is a direct charge on your own Stripe account. You are the merchant of record for it, as Section 5.2 describes for tickets. The Vendor may pay by bank account or by card. The Vendor pays the amount you set, plus the CerebrOS fee in Section 6.13 and a processing amount for the method it chooses. The Service shows the Vendor the total before payment. If you refund a Vendor payment, the Vendor gets back at most the amount you set plus the CerebrOS fee. The processing amount is not refunded. It pays Stripe's fee, and Stripe does not return its fee when a payment is refunded. CerebrOS returns its fee in proportion to what you refund. If a Vendor payment is disputed, CerebrOS returns its fee on it, as Section 6.10 describes for tickets. Where your terms say you pay a Vendor, you pay it outside the Service. The Service records those terms only.

22.5 Amounts based on sales. Where your terms set an amount based on a Vendor's sales, it is worked out after the Event from the sales reported for that Vendor. When the Service offers invoicing for those amounts, it collects them to your own Stripe account, with the CerebrOS fee in Section 6.13. Until then, you collect them yourself, outside the Service.

22.6 Your own registers. You may connect your own Square account for stands you run yourself, such as a snack bar or merchandise table. Square provides its services to you under your agreement with Square. Square, not CerebrOS, processes those payments and pays you. Square's own fees are yours under that agreement. For each Event, you choose which locations work it and how sales are rung:

Read-only. You ring sales on your own Square as usual, and the Service reports them. Connecting read-only is free. If we offer a sales reporting Add-On, its price is shown in the Console when it is offered, under Section 7.
CerebrOS checkout. Your staff ring sales through CerebrOS checkout on your own Square Terminal. Each sale carries the CerebrOS fee in Section 6.13. Square takes it at payment and sends it to CerebrOS. Cash sales carry no fee.

22.7 Staff links. CerebrOS checkout runs from staff links you make in the Console. Anyone with a staff link can ring sales on your Square Terminal for that Event. You are responsible for who holds your staff links and for every sale rung with them. Revoke a link in the Console when someone no longer needs it.

22.8 CerebrOS never holds the money. Ticket money and Vendor payments settle to your own Stripe account. Register sales settle to your own Square account. CerebrOS never holds your money, a Vendor's money or a Buyer's money. CerebrOS receives only its own fees, which Stripe or Square send to it at the time of payment.

Draft status

This version is published for use while it completes review by CerebrOS's outside counsel. If counsel's review changes it, CerebrOS will publish a new version under Section 19 and ask the Operator to accept it in the Console. Until then, this version governs.