Standard Terms & Conditions
Last updated: December 18, 2025
These standard terms and conditions (including any addenda or attachments, the “Terms”), together with any applicable order form (the “Order Form”), constitute a binding agreement (the “Agreement”) by and between Bandwango, Inc. (“Bandwango”) and the entity or person signing the Order Form or otherwise accessing any Service (“you” or “Partner”). Each may be referred to as a “Party” and together as the “Parties.”
By accessing or using the Services (as defined below), or authorizing any user to do so, Partner agrees to be bound by these Terms, whether in connection with a paid subscription or trial. If Partner enters into these Terms on behalf of a company, organization, or other legal entity (an “Entity”), Partner represents that it has authority to bind such Entity, and references to “Partner” and “you” refer to that Entity. If Partner does not have such authority or does not agree to these Terms, Partner must not use the Services.
1) Partner’s Duties and Responsibilities
Partner will promptly provide Bandwango, upon request, information, assets, and materials reasonably necessary for Bandwango to provide the Services. Partner will designate a representative to facilitate performance under this Agreement and to serve as the primary point of contact for all matters and communications.
2) License
Subject to these Terms, Bandwango grants Partner a limited, non-exclusive, non-transferable, non-sublicensable license during the Term (the “License”) to access and use Bandwango’s Destination Experience Engine software and related services (collectively, the “Services”) solely to administer and facilitate Partner’s program. The Services include any updates, modifications, improvements, or add-ons licensed to Partner.
The Services may be accessed through Bandwango-owned and/or Partner-owned websites. Partner may not assign, transfer, sublicense, sell, or otherwise distribute the Services. Partner may not modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services or related documentation.
Bandwango owns and retains all right, title, and interest in and to the Services, documentation, Aggregate/Anonymous Data, and all related intellectual property (“Bandwango IP”). All rights not expressly granted are reserved.
Partner grants Bandwango a limited, non-exclusive license to use Partner trademarks, content, and materials (“Partner Content”) solely in connection with the Services and Bandwango marketing materials identifying Partner as a customer. Partner represents and warrants that Partner Content does not infringe any third-party rights. Bandwango does not review or endorse Partner Content and assumes no liability for it.
Partner will indemnify, defend, and hold harmless Bandwango from any claims arising out of Partner’s breach of this Section or Partner’s failure to perform services to third parties as required by Partner’s arrangements.
3) Support
During the Term, Bandwango will use commercially reasonable efforts to provide technical support, maintenance, correction of technical errors and bugs, consultation, training, payment processing, merchant settlement, GAAP-compliant accounting, and reporting associated with the intended operation of the Services. If Partner notifies Bandwango of an error, Bandwango will review and attempt to correct the error within seven (7) business days where commercially reasonable.
Implementation services include account provisioning, pricing and payment setup, product and deal configuration, backend administration setup, venue redemption tools, branded checkout experiences, branded mobile passes, and onboarding and training sessions.
4) Fees; Taxes
Each Bandwango pricing plan consists of Managed Services Fees and pass distribution fees, as detailed in the Order Form. Managed Services Fees are paid upfront unless otherwise stated.
Paid pass distributions incur commission fees that include payment processing and support costs. Refunds do not reimburse processing fees. If approved in advance and Bandwango fees plus merchant remittances exceed the sale price, Partner is responsible for resulting losses and will be billed monthly, net thirty (30) days.
Bandwango manages payment collection, merchant payouts, refunds, and reporting. Merchants are paid monthly, no later than forty-five (45) days after month-end. Excess funds are remitted to the Partner within forty-five (45) days.
Partner may upgrade its pricing plan during the Term and will be billed at updated rates beginning the next billing cycle. Fees exclude taxes except those assessed on Bandwango’s net income.
5) No Refunds; Unpaid Fees
No refunds or credits will be issued upon early termination. Upon termination, Partner must pay all unpaid amounts due through the end of the Term, unless termination results from Bandwango’s uncured material breach.
6) Management of Services
Bandwango may temporarily suspend access during planned maintenance or due to force majeure events. Features and functionality may evolve during the Term, and Bandwango will provide commercially reasonable notice of material deprecations.
7) Data
Partner represents that it has all necessary rights to provide Partner Data and to permit Bandwango to process it. Partner is the Data Controller and Bandwango is the Data Processor under applicable data protection laws. Bandwango maintains commercially reasonable administrative, technical, and physical safeguards and may use subprocessors.
Bandwango may access or disclose Partner Data to comply with law, enforce rights, or protect safety. Upon termination, Partner may export Partner Data, after which Bandwango may delete it in accordance with its data retention policies unless legally prohibited.
8) Data Ownership
Partner retains ownership of Partner Data. Bandwango may use Partner Data solely to provide the Services and may generate Aggregate/Anonymous Data, which is Bandwango IP and may be used for lawful business purposes without identifying individuals.
9) IP Indemnification
Bandwango will defend and indemnify Partner against third-party claims alleging that the Services infringe valid U.S. intellectual property rights, subject to prompt notice and cooperation. Bandwango may modify, replace, or terminate Services with a pro-rated refund if necessary. This Section states Partner’s exclusive remedy for IP claims.
10) Partner Indemnification
Partner will indemnify, defend, and hold harmless Bandwango and its affiliates from claims arising out of Partner Data, Partner’s breach of this Agreement, or Partner’s infringement of third-party rights.
10A) Government Entity Exception
If Partner is a municipal, county, state, or other governmental entity legally prohibited from agreeing to indemnification, limitation of liability, or damages provisions, such provisions shall not apply solely to the extent prohibited by applicable law, provided Partner supplies written legal authority identifying the restriction. Nothing herein requires waiver of sovereign immunity.
11) Ownership; Restrictions
Bandwango retains all ownership of the Services and may reuse general concepts, software, and know-how. Partner-created materials developed specifically for Partner remain Partner’s property, excluding Bandwango IP.
12) Confidentiality
Each Party will protect the other’s Confidential Information using reasonable care and use it solely to perform under this Agreement. Confidential Information excludes information that is public, independently developed, or lawfully obtained without obligation.
13) Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any action shall be brought exclusively in state or federal courts located in Delaware.
14) Non-Bandwango Services
Third-party services are governed by their own terms. Bandwango is not responsible for third-party services and may discontinue integrations without liability.
15) Disclaimer
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BANDWANGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
16) Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. BANDWANGO’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID BY PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, OR BREACHES OF CONFIDENTIALITY.
17) Suspension
Bandwango may suspend access for violations or security risks and is not liable for resulting interruptions.
18) Force Majeure
Delays caused by events beyond reasonable control are excused, and the Term may be extended accordingly.
19) Entire Agreement; Amendment
This Agreement is the complete agreement between the Parties and may be amended only in a written document signed by both Parties.
20) Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Delaware. Before filing suit, the Parties will meet and attempt in good faith to resolve the dispute within ten (10) days of written notice. Non-binding mediation may occur only by mutual written agreement. Either Party may seek injunctive relief as necessary.
21) Term; Termination
The initial Term is twelve (12) months and automatically renews for successive twelve (12) month terms unless either Party provides notice of non-renewal at least thirty (30) days prior to expiration.
Renewal Pricing. Upon any renewal of the Term, Bandwango reserves the right to modify, update, or adjust its fees, pricing plans, commission rates, or other charges applicable to the Services. Any such changes shall apply only to the applicable renewal term and shall be communicated to Partner in writing no less than thirty (30) days prior to the commencement of the renewal term. If Partner does not agree to the updated pricing or fees applicable to the renewal term, Partner may elect not to renew this Agreement by providing written notice of non-renewal in accordance with this Section, and the Agreement shall expire at the end of the then-current Term. Continued use of the Services during any renewal term shall constitute acceptance of the pricing and fees applicable to that renewal term.
Either Party may terminate for uncured material breach after notice and a reasonable cure period. Sections 4, 5, 7–13, and 15–26 survive termination.
22) Assignment
Neither Party may assign this Agreement without prior written consent, except to a successor by merger or sale of substantially all assets.
23) Attorney’s Fees
The prevailing Party in any action may recover reasonable attorneys’ fees and costs.
24) Relationship of the Parties
The Parties are independent contractors. No partnership, agency, fiduciary, or employment relationship is created.
25) Export Compliance
Partner will comply with all applicable export and sanctions laws and will not permit access from prohibited jurisdictions.
26) Miscellaneous
No waiver is effective unless in writing. Headings are for convenience only. This Agreement may be executed in counterparts, and each signatory represents authority to bind its Party.