PassKit Terms of Service

Terms that govern your use of the PassKit platform and services

Subscription Service Agreement

Last Updated: Dec 8, 2025.

This Subscription Service Agreement (this "Agreement") is a legally binding contract between PassKit, Inc., a Delaware corporation ("PassKit," "we," "us," or "our") and the individual or entity creating an account to access the Service ("Customer," "you," or "your").

By creating an account, accessing, or using the Service, you agree to be bound by this Agreement. If you do not agree, you may not use the Service. If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

This Agreement supersedes all prior agreements relating to the subject matter herein.

PLAIN ENGLISH OVERVIEW

This summary is provided for convenience only. If anything here conflicts with the full terms below, the full terms apply.

What we provide

  • PassKit provides a cloud platform for creating, issuing, updating, and managing digital passes (e.g., loyalty cards, coupons, tickets, membership cards).
  • You receive access to the Service to issue passes and communicate with your end users.

How billing works

  • The Service is billed monthly in arrears based on actual usage.
  • At the end of each billing period, PassKit automatically charges your saved payment method for the full invoiced amount.
  • You owe fees for all usage incurred before cancellation.
  • Outstanding balances must be paid before reactivation.

Cancelling your account

  • You may cancel at any time through the PassKit Portal or by written notice.
  • Cancellation stops future access but does not cancel charges already incurred.
  • There are no refunds.

Data responsibilities

  • You own your Customer Data and your passes.
  • You must provide lawful privacy notices and obtain required consents.
  • You must not submit prohibited or sensitive data to the Service.

Acceptable use

  • You must comply with laws and the Acceptable Use Policy.
  • You may not misuse or interfere with the Service or use it to build competing services.
  • We may suspend or terminate accounts that violate these terms.

Limits on liability

  • PassKit's total liability to you is capped at US $1,000.
  • Neither party is liable for indirect or consequential damages.

Updates to this Agreement

  • We may update these terms periodically and will provide notice.
  • Continued use after updates means you accept the revised terms.

1. DEFINITIONS

"Acceptable Use Policy" means PassKit's usage policy at https://passkit.com/legal/acceptable-use-policy/.

"Account User" means an individual authorized by Customer to access the Service.

"Affiliate" means any entity controlling, controlled by, or under common control with a party.

"Applicable Laws" means all laws, regulations, and directives applicable to your use of the Service.

"Customer Data" means data submitted to or processed through the Service by or for Customer.

"DPA" means the PassKit Data Processing Agreement at https://www.passkit.com/legal/DPA.pdf.

"Documentation" means the online documentation at https://docs.passkit.io/.

"End User" means any individual who receives or uses a Pass.

"Malicious Code" means harmful code such as viruses or worms.

"Notification" means a message sent to End Users through the Service.

"Pass(es)" means digital passes issued or managed by Customer using the Service.

"PassKit Library" means PassKit's proprietary SDKs, APIs, and related code.

"Prohibited Data" means: (a) government-issued ID numbers; (b) medical or health information; (c) financial account numbers or payment card data; (d) security codes or passwords (other than for your PassKit account); (e) sensitive personal data such as special categories under GDPR or similar laws.

"Service" means the PassKit software-as-a-service platform and related web applications and libraries.

"Sign Up Page" means https://app.passkit.com/signup or any page where you register for the Service.

2. SUBSCRIPTION SERVICE

2.1 Use of Service

Subject to this Agreement, PassKit grants you a non-exclusive, non-transferable right to access and use the Service for your internal business purposes during your subscription.

Access to the Service is continuous for as long as the subscription remains active and is not dependent on login frequency or the creation of new passes.

2.2 Your Responsibilities

You are responsible for:

  • using the Service in compliance with this Agreement, the Acceptable Use Policy, the Documentation, and Applicable Laws;
  • maintaining the confidentiality of your account credentials;
  • notifying PassKit promptly of any unauthorized access or security breach;
  • ensuring the accuracy and legality of Customer Data;
  • obtaining required rights, notices, and consents for Customer Data;
  • providing End Users with legally compliant privacy notices;
  • complying with all applicable data protection laws; and
  • ensuring that no Prohibited Data is submitted to the Service.

2.3 Usage Restrictions

You may not:

  • permit any third party to use the Service except Account Users;
  • resell, sublicense, or distribute the Service;
  • violate laws or third-party terms;
  • transmit Malicious Code;
  • disrupt, interfere with, or overload the Service;
  • attempt to gain unauthorized access;
  • circumvent security or usage limits;
  • copy or create derivative works of the Service;
  • use the Service to create or operate a competing product or service;
  • use the Service for solely automated decision-making that has legal or significant effects; or
  • submit Prohibited Data.

PassKit may suspend or terminate access if your use threatens the security, stability, or integrity of the Service.

2.4 Third-Party Applications

If you link a Third-Party Application with the Service, you authorize PassKit to exchange data as necessary for interoperability. You are responsible for compliance with third-party terms and for obtaining required rights.

3. TERM AND TERMINATION

3.1 Term

Your subscription begins when you complete the signup process and continues month-to-month until terminated. Usage charges accrue continuously and are billed in arrears as described in Section 4.

3.2 Customer Cancellation

You may cancel your subscription at any time through the PassKit Portal or by written notice. Cancellation is effective at the end of the current billing period. Cancellation does not relieve you of charges already incurred.

3.3 Termination by Either Party

Either party may terminate this Agreement:

  • for material breach not cured within 30 days of written notice;
  • immediately if you exceed usage limits; or
  • immediately if a party becomes insolvent or subject to bankruptcy proceedings.

PassKit may also suspend or terminate access immediately for:

  • non-payment;
  • violation of this Agreement or the Acceptable Use Policy; or
  • use that disrupts or harms the Service or other customers.

3.4 Effect of Termination

Upon termination, you must cease all use of the Service. Termination does not relieve you of the obligation to pay:

  • all fees accrued but unpaid before termination; and
  • any usage incurred before cancellation that is invoiced afterward.

No refunds are provided. Outstanding balances become immediately due unless termination results from PassKit's material breach.

PassKit may require payment of any outstanding or previously unbilled fees before restoring access to the Service.

Sections 2.2, 3.3, and 5-10 survive termination.

4. FEES AND PAYMENT

4.1 Billing in Arrears; Automatic Charges

The Service is billed monthly in arrears based on actual usage. At the end of each billing period, PassKit will calculate your usage, issue an invoice, and automatically charge the payment method stored in your PassKit account for the full invoiced amount.

Subscription fees apply for as long as the account remains active, irrespective of login activity or whether new passes are created, because PassKit continues to maintain the customer's platform environment, data, integrations, and issuing capabilities.

You must maintain at least one valid payment method and authorize PassKit to charge it for all fees incurred.

4.2 Payment Method Requirements

You are responsible for ensuring your payment method is valid, current, and has sufficient funds or credit. PassKit is not responsible for fees charged by your bank or payment provider.

4.3 Failed Payments; Suspension

If a charge is declined or fails:

  • the invoice amount becomes immediately due; and
  • PassKit may immediately suspend or restrict access to the Service.

PassKit may, but is not required to, retry failed charges. Continued non-payment may result in termination.

PassKit has no obligation to continue providing access to the Service while any undisputed amount remains unpaid.

4.4 No Credit Terms

Self-serve accounts do not receive credit terms. All fees are due on the invoice date and charged automatically.

4.5 Taxes

Fees exclude taxes. You are responsible for all taxes associated with your subscription except taxes based on PassKit's income or employees.

4.6 No Set-Off

Payments must be made without set-off or deduction, except where legally required.

4.7 Fees After Cancellation

Because billing is in arrears, cancellation does not eliminate charges already incurred. You remain responsible for the final invoice issued after cancellation.

4.8 Reactivation

PassKit may require payment of all outstanding or previously unbilled usage charges before reactivating an account. PassKit has no obligation to reactivate accounts suspended or terminated for non-payment.

4.9 Refunds and Charge Disputes

Fees are non-refundable. You agree not to dispute valid charges reflecting platform access, availability, or actual recorded usage consistent with this Agreement, without prejudice to non-waivable rights.

4.10 Refund Policy

Additional details about refunds, billing disputes, and chargebacks are provided in the PassKit Refund Policy, available at https://passkit.com/legal/refund-policy/ . The Refund Policy forms part of this Agreement.

5. PROPRIETARY RIGHTS AND CUSTOMER DATA

5.1 Ownership of the Service

PassKit owns all rights in the Service, PassKit Library, and related technologies.

5.2 License to Use PassKit Library

PassKit grants you a limited, non-exclusive license to use the PassKit Library solely with the Service during your subscription.

5.3 Ownership of Customer Data

You retain all rights to Customer Data and Passes. You grant PassKit a limited license to use Customer Data to provide the Service.

5.4 Aggregated Data

PassKit may use anonymized, aggregated data to operate, improve, and analyze the Service and publish industry insights. PassKit does not identify individuals or disclose raw data.

5.5 Feedback

PassKit may use feedback you provide without restriction.

6. DISCLAIMER OF WARRANTIES

The Service is provided "as is", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

7. LIMITATION OF LIABILITY

PASSKIT’S AND ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE IS LIMITED TO ONE THOUSAND U.S. DOLLARS (US $1,000). THIS LIMITATION APPLIES WHETHER THE CLAIM IS IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY.

IN NO EVENT WILL PASSKIT OR ANY PASSKIT LICENSOR BE LIABLE FOR LOST PROFITS OR REVENUE, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION

8.1 PassKit Indemnification

PassKit will defend and indemnify you against third-party claims alleging that the Service infringes intellectual property rights, subject to customary exclusions.

8.2 Customer Indemnification

You will indemnify PassKit against claims arising from Customer Data, your use of the Service, violations of law, or breach of this Agreement.

8.3 Indemnification Process

The indemnified party must provide prompt notice, reasonable assistance, and allow the indemnifying party to control the defense.

9. CONFIDENTIALITY

Each party must protect the other’s Confidential Information using reasonable care and may use it only as permitted under this Agreement. Confidentiality obligations survive for five years, except for trade secrets, which survive indefinitely.

10. GENERAL

Notices. Notices must be in writing and may be delivered by email, mail, or personal delivery.

Modifications. PassKit may update this Agreement and will provide notice. Continued use means acceptance.

Co-Marketing. PassKit may identify you as a customer unless prohibited by law.

Export Compliance. You must comply with applicable export laws and may not use the Service in prohibited jurisdictions.

Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.

Assignment. You may not assign this Agreement without PassKit’s consent. PassKit may assign to an Affiliate or successor.

Governing Law. Delaware law governs this Agreement. Delaware courts have exclusive jurisdiction.

Relationship of the Parties. The parties are independent contractors.

Third-Party Beneficiaries. None.

Severability. Invalid terms are replaced with enforceable ones reflecting original intent.

Electronic Signatures. Electronic signatures have the same effect as handwritten signatures.

Entire Agreement. This Agreement, including referenced documents, constitutes the entire agreement between the parties.