Event Organizer Agreement

1. Incorporation of Recitals and Website Policies

The recitals above, the Queer Calendar’s Terms of Service, available at https://qcal.app/terms-of-service, and the Queer Calendar’s Privacy Policy, available at https://qcal.app/privacy-policy, are incorporated into this Agreement. Organizer agrees to comply with the Terms of Service and acknowledges the Privacy Policy, which should be interpreted as consistently with this Agreement as possible. If this Agreement conflicts with the Terms of Service regarding Organizer’s posting or administration of events, this Agreement will control.

2. Defined Terms

Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Terms of Service.

3. Organizer Registration and Account Requirements

1. Eligibility and Authority. Organizer must be at least eighteen (18) years old and legally capable of entering into this Agreement. If an individual accepts and enters into this Agreement on behalf of an entity, that individual represents and warrants that they have authority to bind the entity to this Agreement as an authorized agent, owner, manager, or officer.
2. Account Information. Organizer must provide complete and accurate registration, contact, business, tax, and payment information requested by Queer Calendar and promptly update such information as necessary.
3. Verification. Organizer authorizes Queer Calendar and its service providers to verify Organizer’s identity, authority, business information, and eligibility to use the platform. Organizer will promptly provide any additional information or documentation reasonably requested for verification, legal compliance, fraud prevention, or payment processing purposes.
4. Payment Accounts. Organizer must review and agree to and take all action as required by Queer Calendar’s third-party payment processor, including but not limited to the Stripe Connected Account Agreement, and warrants that this Agreement (currently available at https://stripe.com/legal/connect-account), along with the Stripe Services Agreement (currently available at https://stripe.com/legal/ssa), and any modifications made by Stripe to those Agreements.
5. Account Security. Organizer is responsible for maintaining the confidentiality of its login credentials and for all activity conducted through its account. Organizer must promptly notify Queer Calendar of any suspected unauthorized access to or use of its account.

4. Organizer Services

1. Event Listing and Ticketing Services. Queer Calendar will provide Organizer access to the platform to create and publish event listings, offer tickets or registrations, and manage event information and attendee registrations.
2. Payment Processing Services. Queer Calendar will facilitate payment processing for transactions completed through the platform using one or more third-party payment processors.
3. Communication and Marketing Services. Queer Calendar may provide tools that enable Organizer to communicate with attendees and promote its events.
4. Additional Services. Queer Calendar may offer optional services or features subject to additional terms or fees disclosed to Organizer.
5. Service Modifications. Queer Calendar may modify, suspend, or discontinue any portion of the platform or services at any time, subject to its obligations regarding pending events and amounts owed to Organizer under this Agreement.

5. Organizer’s Events and Responsibilities

1. Event Production and Resources. Organizer is solely responsible for planning, producing, operating, and fulfilling each event it posts through the platform, including securing and managing all venues, performers, vendors, contractors, employees, volunteers, equipment, security, and other necessary resources, and all related costs, obligations, and liabilities.
2. Event Information and Offerings. Organizer must provide complete and accurate information regarding each event and all tickets, registrations, products, services, benefits, and other items offered or sold in connection with it, including the date, time, location, terms, pricing, capacity, age restrictions, accessibility information, and refund policy. Organizer must promptly update such information and is responsible for fulfilling all event offerings.
3. Compliance, Safety, and Accessibility. Organizer must obtain all licenses, permits, approvals, permissions, and insurance required for each event and comply with all applicable laws, regulations, venue requirements, and industry standards. Organizer is also responsible for event security, crowd management, emergency planning, health and safety measures, and legally required accessibility accommodations.
4. Attendee Support and Event Changes. Organizer must timely respond to attendee inquiries and complaints and provide all support relating to the event, admission, accessibility, and fulfillment. Organizer must promptly update the platform and notify affected attendees of any cancellation, postponement, relocation, material schedule change, or other material change to an event.

6. Organizer Content

1. Ownership. As between the Parties, Organizer retains ownership of the information, names, trademarks, images, recordings, and other content Organizer submits through the platform (“Organizer Content”).
2. License to Queer Calendar. Organizer grants Queer Calendar a perpetual, worldwide, nonexclusive, royalty-free, transferable, and sublicensable license to host, use, reproduce, modify, format, display, distribute, and promote Organizer Content as reasonably necessary to operate, provide, improve, and promote the platform and Organizer’s events, and to use Organizer’s name and trademarks to identify Organizer as a current or former user of the platform and in Queer Calendar’s marketing and promotional materials.
3. Removal. Queer Calendar may, in its sole discretion and with or without good cause, remove or restrict Organizer Content that Queer Calendar believes violates this Agreement, the Terms of Service, applicable law, or third-party rights.

7. Restricted Organizers, Events, and Transactions

1. Prohibited Activities. Organizer may not use the platform to create, promote, or facilitate any event, offering, or transaction that is unlawful, fraudulent, deceptive, unsafe, or prohibited by the Terms of Service or the requirements of Queer Calendar’s payment processors.
2. Eligibility and Compliance Restrictions. Organizer may not use the platform if Organizer, an event, or a transaction is subject to applicable sanctions or other legal, financial, or payment network restrictions.
3. Enforcement. Queer Calendar may reject or remove an event listing, cancel or restrict a transaction, suspend Organizer’s access to the platform, or withhold related funds if Queer Calendar reasonably believes that Organizer has violated this Section, the Terms of Service or the Privacy Policy, or any applicable third party policies accepted as part of this Agreement, such as the Stripe Agreements.

8. Relationship with Attendees

1. Organizer as Seller. Organizer is the seller and provider of all tickets, registrations, products, services, and other offerings made available for its events through the platform. Each transaction is between Organizer and the applicable attendee, and Queer Calendar acts solely as the platform provider and payment facilitator.
2. Attendee Obligations. Organizer is responsible for establishing and disclosing all terms applicable to its events and offerings, including admission requirements, conduct rules, purchase restrictions, and refund policies, provided that such terms do not conflict with this Agreement or the Terms of Service.
3. Attendee Claims. Organizer is responsible for resolving all attendee claims and disputes relating to its events or offerings, including event access, performance, safety, quality, fulfillment, refunds, and the validity of tickets or registrations.
4. Tickets and Admission. Organizer must honor valid tickets, registrations, confirmations, and other admission credentials issued through the platform in accordance with the event information and terms disclosed at the time of purchase. Organizer is responsible for verifying admission credentials and enforcing any disclosed admission requirements or restrictions.

9. Payment Processing

1. Payment Processing. Queer Calendar will facilitate payments for transactions made through the platform using one or more third-party payment processor(s) (currently, Stripe Connect). Organizer authorizes Queer Calendar and its payment processor(s) to collect and process payments for Organizer’s events and offerings. Queer Calendar may replace or use additional payment processors at any time.
2. Limited Role. Organizer acknowledges that Queer Calendar has a limited role in facilitating payment for its events and permitting promotion of the event on its app and is permitted to facilitate payments to Stripe Connect or another third-party payment processor on Organizer’s behalf. An attendee’s payment actually or constructively received by Queer Calendar’s payment processor satisfies the attendee’s payment obligation to Organizer for the applicable transaction.
3. Conditions on Settlement. Queer Calendar’s obligation to pay any transaction proceeds to Organizer is conditioned upon Queer Calendar or its payment processor actually receiving the applicable payment and Organizer’s compliance with this Agreement and the incorporated Terms of Service and Privacy Policy. Queer Calendar does not guarantee that any transaction will be completed or that any payment will be collected or settled.
4. Payment Processor Requirements. Organizer must comply with all applicable payment processor and payment network terms, rules, and restrictions, including but not limited to the Stripe Agreements. Queer Calendar may require Organizer to provide additional information, establish a direct payment processor account, or take other actions as reasonably necessary to enable or continue payment processing.
5. Transaction Restrictions. Queer Calendar or its payment processors may decline, delay, reverse, or cancel any transaction suspected of being unauthorized, fraudulent, unlawful, or otherwise prohibited under this Agreement, the Terms of Service, or applicable payment processor requirements. Queer Calendar may also impose transaction limits or restrict available currencies, payment methods, or geographic locations at any time.

10. Payouts and Settlement

1. Payout Eligibility and Timing. Organizers who use Queer Calendar’s payment services for ticketing will receive their Net Event Proceeds no later than five (5) business days after the conclusion of the event, unless Reserves are established as set forth below in section 12, in which case the five (5) day payment period may not apply. The payment processor company, which includes, but is not limited to Stripe Connect, will facilitate the payout to the payout method preferred by the Organizer. “Net Event Proceeds” means the amounts collected for Organizer’s events and offerings, less all applicable fees, refunds, chargebacks, taxes, reserves, setoffs, and other amounts Organizer owes under this Agreement or any other agreement with Queer Calendar.
2. Payout Requirements. Queer Calendar may condition or delay a payout until Organizer has provided all required payment, tax, identity, and verification information and satisfied all applicable payment processor requirements. Organizer is responsible for ensuring that its payout information is complete and accurate. Queer Calendar is not responsible for any delayed, rejected, misdirected, or failed payout caused by Organizer, a payment processor, a financial institution, or another third-party service provider.
3. Displayed Balances. Any balance displayed through the platform is provided for informational purposes only; it does not constitute a deposit or other account held by Queer Calendar for Organizer, does not earn interest, and remains subject to adjustment under this Agreement. Organizer has no right to any displayed balance until the applicable funds are paid to Organizer.
4. Withholding, Setoff, and Recovery. Queer Calendar may withhold, deduct, or set off amounts reasonably necessary to cover anticipated refunds, chargebacks, disputes, suspected fraud, legal or payment processor requirements, or other amounts Organizer owes Queer Calendar under this Agreement, in connection with any other event, or under any other agreement with Queer Calendar. If Queer Calendar pays Organizer more than the amount due, Organizer must promptly repay the overpayment amount, and Queer Calendar may recover it via offset or deductions from future payouts to Organizer or any other amounts payable to Organizer.
5. Unclaimed Funds. If Queer Calendar is unable to pay amounts owed to Organizer because Organizer has not provided accurate or complete payout information or cannot be located, Queer Calendar may elect to handle those amounts as required by applicable unclaimed-property laws.
6. Organizer agrees to defend, hold harmless, and indemnify Queer Calendar and the payment processor used for any delays, rejected payments, or missed payouts that are due to a breach of contract, delay, or failure by Organizer, or any fraudulent or negligent misrepresentations of Organizer.

11. Fees and Other Charges

1. Fees. Organizer will pay for all service, payment processing, subscription, messaging service or professional service fees and other fees applicable to its use of the platform, as disclosed through the platform or otherwise agreed to by the Parties. Information on current ticket-based fees can be found at https://qcal.app/pricing.
2. Collection of Fees. Queer Calendar may collect ticket-based fees directly from attendees, separate from Organizer fees. In the event we charge the attendees for ticket-based fees, we determine how to set and assess the fees and the refund policy applicable to those fees. Alternatively, we may elect to recover the ticket-based fees from Organizer’s payments and deduct those fees as part of the Net Event Proceeds calculation. Queer Calendar in that instance will use the payment processor services, then deducts those fees, entitling Organizer to the Net Event Proceeds or other amounts payable to Organizer, or Queer Calendar may choose to charge Organizer’s designated payment method, as applicable.
3. Fee Changes. Queer Calendar may change its fees upon notice to Organizer. Any change will apply prospectively and will not affect tickets or registrations sold before the change becomes effective, unless required by a payment processor or applicable law.
4. Non-Refundable Fees. Except as required by applicable law or expressly stated otherwise, Queer Calendar’s fees are non-refundable, including when an event is canceled, postponed, rescheduled, relocated, or otherwise changed.

12. Reserves

1. Establishment of Reserves. Queer Calendar may establish and maintain a reserve from the amounts collected for Organizer if Queer Calendar determines that a reserve is necessary to cover anticipated refunds, chargebacks, disputes, suspected fraud, or other amounts for which Organizer may be responsible under this Agreement. This means Queer Calendar can advise the payment processor to set aside a portion or all the payments owed to Organizer as needed. Because dealing with chargebacks, disputes, suspected fraud, or other issues can take time, Organizer understands and agrees that the reserves may be held for a reasonable period to permit time to resolve the issues. The hold of any reserve funds may be extended where needed for ongoing or unresolved disputes or concerns. As an Organizer, you shall pay and reimburse Queer Calendar completely for any Chargebacks in connection with your event or other payments and for all credit card, payment processing, penalty, and other fees associated with the same, whether incurred by Queer Calendar or the payment processor.
2. Reserve Amount and Duration. Queer Calendar may determine the amount and duration of the reserve based on relevant circumstances, including Organizer’s transaction history, event risk, refund policy, financial condition, and anticipated liabilities.
3. Application and Release. Queer Calendar may apply reserve funds to any amounts Organizer owes under this Agreement. Queer Calendar will not release any remaining reserve funds until it determines that the applicable risk has ended, subject to any continuing obligations or restrictions imposed by applicable law or a payment processor. We are not responsible for any damage or claims caused to Organizer because of holding and maintaining the reserves.

13. Refunds and Event Changes

1. Organizer Responsibility. Organizer is responsible for establishing and clearly disclosing its refund policy, and for all refunds, credits, or other remedies arising from its events or offerings. Organizer must ensure events are ticketed correctly. Queer Calendar is not responsible for any fake or invalid tickets, so Organizer should ensure only valid tickets are accepted. Organizer’s refund policy must comply with applicable law, this Agreement, and the Terms of Service.
2. Event Changes. If an event is canceled, postponed, rescheduled, relocated, materially changed, or only partially performed, including the cancellation or nonperformance of any material portion of a multi-day event, Organizer must promptly notify Queer Calendar and affected attendees and provide any refunds or other remedies required by applicable law or the Organizer’s disclosed refund policy. It is expected and anticipated that Organizer will provide refunds for any event that is canceled or does not go forward, regardless of the reason, and Organizer should instruct all event persons including attendees that it is responsible for any refunds.
3. Refund Processing. All refunds for transactions processed through the platform must be processed through the platform unless Queer Calendar authorizes otherwise. Queer Calendar may process refunds on Organizer’s behalf using available Net Event Proceeds, reserves, future payouts, or Organizer’s designated payment method. Organizer must promptly reimburse Queer Calendar for any refund or related cost that exceeds the amounts available to Queer Calendar. For any festival or event that goes more than one day, is only part of the festival or event is held, the refund should be in proportion to the percentage of event held (i.e., if only 2 days of a 4 day festival are held, the percentage would be 50% for refunds.)
4. Refund Requests. Organizer must timely review and respond to refund requests submitted through the platform. If Organizer fails to respond within the period specified by Queer Calendar, Queer Calendar may resolve the request and issue a refund in its reasonable discretion. The issuance of any refund by Queer Calendar does not constitute a waiver of any rights and does not change the Organizer’s obligations as set forth in this Agreement.
5. Queer Calendar-Initiated Refunds. Queer Calendar may issue refunds when required by applicable law or a payment processor, or when Queer Calendar determines that an admission credential is invalid, Organizer has failed to provide a required refund, or a refund is necessary to protect attendees, prevent fraud, or reduce potential chargebacks. Any refund issued under this subsection remains Organizer’s responsibility.
6. Failed Refunds and Credits. If a refund cannot be completed using the attendee’s original payment method, Queer Calendar may use another method permitted by applicable law or require Organizer to provide the refund directly. Organizer remains responsible for providing the refund. Any credit offered instead of a refund must comply with applicable law and the terms disclosed to the attendee at the time of purchase.

14. Chargebacks and Payment Disputes

1. Organizer Responsibility. Organizer is responsible for all chargebacks, payment disputes, reversals, and related fees arising from its events or offerings, except to the extent caused solely by Queer Calendar’s error.
2. Dispute Administration. Queer Calendar or its payment processor may investigate, respond to, accept, or contest a chargeback or payment dispute. Organizer must promptly provide all requested information and documentation and cooperate with the dispute process.
3. Recovery of Amounts. Queer Calendar may recover any chargeback, reversal, related fee, or other cost from Net Event Proceeds, reserves, future payouts, Organizer’s designated payment method, or any other amounts payable to Organizer. Organizer must promptly reimburse Queer Calendar for any remaining balance.
4. No Guarantee. Queer Calendar does not guarantee that any chargeback or payment dispute will be resolved in Organizer’s favor, even if Organizer provides the requested information or documentation.

15. Taxes

1. Organizer Responsibility. Organizer is responsible for identifying, calculating, collecting, reporting, and remitting all taxes applicable to its events, offerings, and transactions, except for taxes that Queer Calendar is required by applicable law to collect or remit.
2. Tax Information. Organizer must provide complete and accurate tax information and documentation requested by Queer Calendar or its payment processors and promptly update such information if it changes. Queer Calendar does not offer legal or tax advice in any way, and it is solely up to Organizer to consult with their own legal counsel or tax advisor for guidance on applicable taxes.
3. Queer Calendar Collection and Reporting. Queer Calendar may calculate, collect, withhold, remit, or report taxes when required by applicable law. Organizer authorizes Queer Calendar to deduct any such taxes from Net Event Proceeds or other amounts payable to Organizer.
4. Mandatory Tax Collection. In certain jurisdictions, Queer Calendar may be required to collect and remit taxes based on ticket sales, registration or other items related to the fees or platform. If applicable, Queer Calendar may elect to invoice you for the taxes or withhold such amount.
5. Tax Inquiries. Organizer must cooperate with Queer Calendar regarding any tax audit, governmental inquiry, reporting obligation, or request for information relating to Organizer’s events or transactions. Organizer must defend, indemnify, and reimburse Queer Calendar, to the greatest extent legally permissible, for any taxes, penalties, interest, or related costs imposed on Queer Calendar due to Organizer’s failure to satisfy its obligations under this Section.

16. Messaging and Promotional Communications

1. Organizer Communications. Queer Calendar may provide tools that allow Organizer to send event-related or promotional communications to attendees and other users. Organizer is solely responsible for the content of its communications and the selection of recipients. Should Organizer use such tools, it warrants that the communications it sends will not: (i) violate any applicable laws, including but not limited to spam/unsolicited message laws, (ii) contain defamation, (iii) violate another’s intellectual property rights, or (iv) be sent for any improper purpose.
2. Consent and Compliance. Organizer may send promotional communications only to recipients who have provided any consent required by applicable law and must comply with all applicable marketing, privacy, email, and text messaging laws. Queer Calendar may send transactional or operational communications relating to an attendee’s purchase, registration, or event as permitted by applicable law.
3. Opt-Out Requests. Organizer must honor all unsubscribe, opt-out, and similar requests and may not send promotional communications through the platform to any recipient who has withdrawn consent or otherwise requested that such communications stop. An opt-out from promotional communications will not prevent transactional or operational communications permitted by applicable law.
4. Restrictions. Queer Calendar may limit or suspend Organizer’s access to communication tools if Queer Calendar reasonably believes Organizer’s use violates applicable law, this Agreement, the Terms of Service, the Privacy Policy, or applicable service-provider requirements, or results in excessive delivery failures, spam complaints, or opt-out requests.

17. Consumer Information and Data Use

1. Permitted Use. As set forth in the Terms of Service and Privacy Policy, consumer privacy is important to Queer Calendar. Organizer may access and use consumer information made available through the platform solely to administer and fulfill the applicable event, provide attendee support, comply with legal obligations, and send communications permitted under this Agreement.
2. Privacy Compliance. Organizer must collect, access, use, store, and disclose consumer information in accordance with applicable privacy and data protection laws, CCPA, the Privacy Policy, and all notices and consents provided to consumers. Organizer must maintain their own privacy policy and comply with their own privacy policy if required by applicable law.
3. Use Restrictions. Organizer may not sell consumer information, disclose it to any third party except as reasonably necessary to administer the applicable event, or use it for any unrelated purpose without the consumer’s consent and Queer Calendar’s prior written approval.
4. Consumer Requests and Security. Organizer must maintain reasonable safeguards to protect consumer information and promptly notify Queer Calendar of any unauthorized access, use, or disclosure. Organizer must also reasonably assist Queer Calendar in responding to consumer requests concerning their information.

18. Third-Party and AI-Enabled Features

1. Third-Party Services. Queer Calendar may include or provide access to services, content, applications, or features offered by third parties. Organizer’s use of such services may be subject to additional terms and privacy policies established by the applicable third party.
2. AI-Enabled Features. Queer Calendar may provide features that use artificial intelligence to generate or modify event descriptions, promotional materials, communications, or other content based on information submitted by Organizer. Organizer is responsible for reviewing all resulting content for accuracy, appropriateness, legal compliance, and infringement of third-party rights before using or publishing it.
3. Organizer Content and Information. Organizer represents and warrants that it has all rights and permissions necessary to submit content or information to any third-party or AI-enabled feature. Organizer may not submit sensitive personal information or other information prohibited by Queer Calendar’s instructions or policies.
4. Availability and Results. Queer Calendar does not guarantee the availability, accuracy, completeness, or suitability of any third-party or AI-enabled feature or its results. Organizer is encouraged to independently confirm any such information or results, as Queer Calendar makes no warranties, promises or assurances, express or implied, regarding such features or results.

19. Subscriptions and Paid Service Plans

1. Subscription Plans. Queer Calendar may offer subscription plans or other paid services that provide Organizer with access to additional features or benefits. Before Organizer enrolls, Queer Calendar will clearly and conspicuously disclose the applicable features, fees, billing period, automatic renewal terms, and cancellation policy in proximity to Organizer’s consent.
2. Billing and Renewal. Organizer authorizes Queer Calendar to charge the applicable fees to Organizer’s designated payment method. Unless otherwise disclosed at enrollment, each subscription will automatically renew for successive billing periods until canceled. Queer Calendar will obtain Organizer’s affirmative consent to the automatic renewal terms and provide Organizer with an acknowledgment of those terms and the cancellation policy in a form Organizer can retain.
3. Cancellation. Organizer may cancel a subscription at any time through the platform or through another method disclosed by Queer Calendar. If Organizer enrolls online, Queer Calendar will provide an online cancellation method as required by applicable law. Cancellation will take effect at the end of the then-current billing period, and Organizer will retain access to the applicable features until that time.
4. Changes to Plans. Queer Calendar may modify or discontinue a subscription plan or its fees upon notice to Organizer. Queer Calendar will provide any notice of a material change or fee increase, together with cancellation instructions, within the time and in the manner required by applicable law. Any fee increase will take effect no earlier than Organizer’s next renewal unless required by applicable law or a third-party service provider.
5. Renewal Notices. Queer Calendar will provide any renewal notices, reminders, or other notices required by applicable law, including notices applicable to annual subscriptions and promotional, discounted, or trial periods.
6. No Refunds. Except as required by applicable law or expressly stated otherwise, subscription fees are non-refundable, and Queer Calendar will not provide prorated refunds or credits for a partially used billing period.

20. Information Requests and Cooperation

1. Requested Information. Organizer must promptly provide any information, records, or documentation requested by Queer Calendar to verify compliance with this Agreement including the incorporated Terms of Service and Privacy Policy, to investigate suspected fraud or unlawful activity, to process payments, or to administer Organizer’s account or events.
2. Governmental and Third-Party Requests. Organizer must cooperate with Queer Calendar in responding to inquiries, investigations, audits, or requests from governmental authorities, payment processors, payment networks, or other service providers relating to Organizer, its events, or its transactions.
3. Continuing Cooperation. Organizer’s obligations under this Section will continue after suspension or termination of this Agreement to the extent necessary to resolve any pending or anticipated transaction, claim, dispute, investigation, or legal obligation.

21. Suspension and Termination

1. Suspension. Queer Calendar may suspend or restrict Organizer’s access to the platform, remove event listings, suspend ticket sales, or withhold payouts if Queer Calendar reasonably believes Organizer has violated this Agreement, the Terms of Service, Privacy policy, applicable law, or a payment processor requirement, or if suspension is necessary to prevent fraud, protect attendees, or address a legal or financial risk. Queer Calendar also reserves the right to take any such action at any time for any other reason.
2. Termination by Organizer. Organizer may terminate this Agreement by closing its account in accordance with Queer Calendar’s instructions, if termination will not affect any pending event, transaction, refund, chargeback, payment obligation, or other outstanding liability.
3. Termination by Queer Calendar. Queer Calendar may terminate this Agreement or Organizer’s account upon notice to Organizer. Queer Calendar may terminate immediately if Organizer materially breaches this Agreement, engages in fraudulent or unlawful activity, creates a risk of harm or liability, or becomes subject to bankruptcy, insolvency, or similar proceedings. Queer Calendar also reserves the right to terminate this Agreement or Organizer’s account at any time for any other reason.
4. Effect of Suspension or Termination. Following suspension or termination, Queer Calendar may cancel or complete pending transactions, issue refunds, notify affected attendees, retain or apply reserves, and take other reasonable steps to address pending events and obligations. Organizer remains responsible for all amounts and obligations arising before or after suspension or termination in connection with its use of the platform. Upon termination or expiration of this Agreement, all unpaid amounts Organizer owes Queer Calendar will become immediately due and payable.
5. Final Settlement and Survival. Queer Calendar will pay any remaining amounts due to Organizer after deducting all applicable fees, refunds, chargebacks, reserves, taxes, and other amounts owed. Any provisions that by their nature should survive suspension or termination will remain in effect.

22. Representations and Warranties

1. Mutual Authority. Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.
2. Event Rights and Content. Organizer represents and warrants that it has all rights, licenses, permissions, permits, clearances, and authorizations necessary to produce and promote its events and to use, display, reproduce, and distribute all information, names, trademarks, images, recordings, and other content or services it provides through the platform.
3. Accuracy of Information. Organizer represents and warrants that all information it provides to Queer Calendar, attendees, or payment processors is complete, accurate, and not misleading.
4. Legal Compliance. Organizer represents and warrants that its events, offerings, transactions, communications, and use of the platform will comply with all applicable laws, regulations, payment processor requirements, and third-party rights.
5. No Conflicting Obligations. Organizer represents and warrants that entering into and performing this Agreement does not violate any other agreement or obligation binding upon Organizer.

23. Service Disclaimers

1. Warranty Disclaimers. THE SERVICES BY QUEER CALENDAR ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. QUEER CALENDAR EXPLICITLY DISCLAIMS ANY WARRANTIES OF ANY KIND AND DOES NOT WARRANT THAT ITS SERVICES OR PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. TO THE GREATEST EXTENT PERMITTED BY LAW, QUEER CALENDAR SHALL HAVE NO RESPONSIBILITY TO YOU FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF THIRD PARTIES AND DISCLAIMS all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
2. Availability. Queer Calendar does not warrant that the platform or services will be uninterrupted, secure, error-free, or available at any particular time, or that any error or interruption will be corrected.
3. Events and Attendees. Queer Calendar is not responsible for Organizer’s events or offerings or for the conduct of Organizer, attendees, venues, performers, vendors, or other third parties.
4. Results. Queer Calendar does not guarantee any particular level of attendance, ticket sales, revenue, engagement, exposure, or other result from Organizer’s use of the platform or services.
5. Third-Party Services. Queer Calendar makes no warranties regarding any third-party service, payment processor, content, application, or feature made available through or used in connection with the platform.

24. Indemnification

1. Organizer Indemnification. Organizer will defend, indemnify, and hold harmless Queer Calendar and its affiliates and their respective owners, officers, directors, employees, contractors, and agents from and against any third-party claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) Organizer’s events, offerings, communications to attendees, or use of the platform; (ii) Organizer’s breach of this Agreement; (iii) Organizer’s negligence, willful misconduct, or violation of applicable law; (iv) any data breach or compromise of data caused by any willful or negligent action or inaction on the part of Organizer, or (v) any allegation that Organizer’s content infringes or violates a third party’s rights.
2. Insurance. Organizer is expected to have proper and sufficient insurance for any events it promotes, manages, or operates, and to the fullest extent possible, Queer Calendar shall be deemed an additional insured under such policy in the event of a claim applicable to this section.
3. Indemnification Procedure. Queer Calendar must promptly notify Organizer of any claim. Organizer will control the defense and settlement of the claim, and Queer Calendar will provide reasonable cooperation at Organizer’s expense. Organizer may not settle any claim in a manner that admits fault by, imposes liability on, or requires any nonmonetary obligation from Queer Calendar without Queer Calendar’s prior written consent.

25. Limitation of Liability

1. Excluded Damages. To the fullest extent permitted by applicable law, Queer Calendar and its affiliates, owners, officers, directors, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, or data, arising out of or relating to this Agreement, the platform, the services, or any event, regardless of the theory of liability and even if advised of the possibility of such damages.
2. Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF QUEER CALENDAR AND THE OTHER PERSONS IDENTIFIED IN SUBSECTION (A) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES WILL NOT EXCEED THE LESSER OF: (I) THE TOTAL FEES PAID OR PAYABLE TO QUEER CALENDAR BY ORGANIZER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100).
3. Exceptions. The limitations in this Section will not apply to liability that cannot be limited or excluded under applicable law.
4. Limitation Period. To the fullest extent permitted by applicable law, Organizer must bring any claim arising out of or relating to this Agreement, the platform, or the services within one (1) year after the claim accrues. Any claim not brought within that period is permanently barred, and Organizer agrees to waive any conflicting statute of limitation that may otherwise apply.

26. Collection and Enforcement Rights

1. Amounts Owed. Organizer must promptly pay all amounts owed to Queer Calendar under this Agreement. Queer Calendar may deduct or set off such amounts against any Net Event Proceeds, reserves, future payouts, or other amounts payable to Organizer. While Queer Calendar may elect to send collection notices, they are not required to invoke Organizer’s payment responsibilities and legal action can be initiated even without such notice and without wavier of Queer Calendar’s rights.
2. Payment Method. Organizer authorizes Queer Calendar to charge any payment method associated with Organizer’s account for amounts due under this Agreement.
3. Overdue Amounts. To the fullest extent permitted by applicable law, overdue amounts will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
4. Collection Costs. Organizer must immediately reimburse Queer Calendar for its reasonable costs of collecting overdue amounts, including attorneys’ fees and collection agency fees, and all related expenses.
5. Cumulative Remedies. Queer Calendar’s rights and remedies under this Agreement are cumulative and nonexclusive and may be exercised separately or concurrently.

27. Dispute Resolution

THE PARTIES ACKNOWLEDGE AND KNOWINGLY AGREE THAT A RIGHT TO JURY TRIAL SHALL BE WAIVED AS PART OF THIS AGREEMENT. BEFORE COMMENCING ARBITRATION, THE PARTIES MUST ATTEMPT IN GOOD FAITH TO RESOLVE ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES FOR A PERIOD OF SIXTY (60) DAYS AFTER ONE PARTY PROVIDES THE OTHER PARTY WITH WRITTEN NOTICE OF THE DISPUTE. IF THE DISPUTE IS NOT RESOLVED DURING THAT PERIOD, IT WILL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY AAA UNDER ITS APPLICABLE RULES BEFORE A SINGLE ARBITRATOR, EXCEPT THAT EITHER PARTY MAY BRING AN INDIVIDUAL CLAIM INVOLVING LESS THAN FIVE THOUSAND DOLLARS ($5,000) IN SMALL CLAIMS COURT OR BRING AN ACTION RELATING TO THE OWNERSHIP, INFRINGEMENT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY IN A COURT OF COMPETENT JURISDICTION. THE LEGAL SEAT OF ARBITRATION WILL BE SAN FRANCISCO, CALIFORNIA, ALTHOUGH THE ARBITRATION MAY, AT THE ELECTION OF QUEER CALENDAR, BE CONDUCTED REMOTELY UNLESS THE PARTIES AGREE OTHERWISE. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. EITHER PARTY MAY SEEK TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION TO PROTECT ITS INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, OR DATA PENDING COMPLETION OF THE ARBITRATION. JUDGMENT ON THE ARBITRATOR’S AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. EACH PARTY SHALL BEAR ITS OWN COSTS AND FEES IN CONNECTION WITH THE ARBITRATION. ORGANIZER MAY OPT OUT OF THE ARBITRATION REQUIREMENTS OF THIS SECTION BY EMAILING WRITTEN NOTICE TO [email protected] OR MAILING WRITTEN NOTICE TO QUEER CALENDAR LLC, 1309 COFFEEN AVENUE STE 1200, SHERIDAN, WYOMING 82801, USA, WITHIN THIRTY (30) DAYS AFTER ORGANIZER FIRST ACCEPTS THIS AGREEMENT.

28. Miscellaneous

1. Authority, Counsel and Tax Obligations: Organizer represents, warrants, and covenants that it has the right and power to enter into this Agreement and to perform all the terms, that it is familiar with contracts and the binding nature of the same, that it has been advised of its right to seek legal counsel of its own choosing in connection with this Agreement; and acknowledges and agrees that it is Organizer’s responsibility to consult with Organizer’s own tax advisors with respect to Organizer’s tax obligations hereunder.
2. Notices. Queer Calendar may provide notices to Organizer through the platform, by email to the address associated with Organizer’s account, or by posting notice on qcal.app. Notices to Queer Calendar must be sent to the contact information designated on qcal.app. Notice is effective when sent or posted unless applicable law requires a later effective date.
3. No Relationship Created. The Parties acknowledge Queer Calendar’s limited action in collecting or arranging payment under this Agreement does not create any independent contractor, partnership, joint venture, employment, fiduciary, franchise, or agency relationship between the Parties. Organizer is completely separate from, and operates independently from, Queer Calendar and exercises independent decision making with regards to any obligations set forth in this Agreement.
4. Binding on Successors. This Agreement shall be binding upon Organizer, its successors, heirs, and beneficiaries, unless expressly agreed otherwise in writing.
5. Assignment. This assignment shall be binding upon and shall inure to the benefit of Organizer and its respective permitted successors and assigns. Organizer may not assign, convey, or transfer this Agreement or any rights or obligations under it without Queer Calendar’s prior written consent. Queer Calendar may assign this Agreement, in whole or in part, without Organizer’s consent, including in connection with a merger, reorganization, sale of assets, or transfer of the platform or Queer Calendar’s business.
6. Force Majeure. Queer Calendar will not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including, without limitation, natural disasters, severe weather, acts of government, labor disputes, civil unrest, terrorism, war, epidemic, pandemic or other public health emergencies, utility or telecommunications failures, cyberattacks, or failures of third-party service providers.
7. Entire Agreement. This Agreement, including the documents incorporated into it, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings concerning that subject matter. It can only be modified by writing signed by all affected parties with an express indication that it is intending to modify the terms set forth in this Agreement.
8. Amendments. Queer Calendar may amend this Agreement by providing notice through the platform, by email, or by posting the revised Agreement on qcal.app. Unless applicable law requires a different notice period, an amendment will become effective when posted. Organizer’s continued use of the platform after the amendment becomes effective constitutes acceptance of the amended Agreement. BY CONTINUING TO USE THE SERVICE AFTER AMENDMENTS, ORGANIZER IS AGREEING TO SUCH AMENDMENTS.
9. Waiver. A waiver of any provision of this Agreement will be effective only if in writing and will not constitute a waiver of any other provision or any subsequent breach. The failure by Queer Calendar to require performance by Organizer or to claim a breach of any provision of this Agreement shall not impact or waive any right to later enforce any breach, any subsequent breach or to require performance.
10. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be affected, and the remaining provisions will remain in full force and effect to the fullest extent permitted by law.
11. Queer Calendar Determinations. Except where this Agreement expressly provides otherwise, any decision, determination, approval, consent, restriction, or other action permitted to be made or taken by Queer Calendar may be made or taken in Queer Calendar’s sole discretion.
12. Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation,” and references to the singular include the plural and vice versa, as the context requires.
13. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and does not confer any rights or remedies upon any other person.
14. Governing Law. This Agreement will be governed by the laws of the State of California, without regard to its conflict-of-laws principles.
15. Counterparts and Electronic Acceptance. This Agreement may be accepted electronically, and such acceptance will have the same force and effect as an original signature.