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 SUMMARY
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 under the PassKit Pricing & Rate Card, including the Platform Fee and applicable Pass Volume Fees.
- 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.
- Fees are non-refundable except where expressly provided or required by law.
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 Addendum at https://www.passkit.com/legal/dpa/.
"Documentation" means the generally available technical documentation for the Service that PassKit publishes or makes available through its websites, official source-code repositories, or within the Service, as updated from time to time. Documentation excludes marketing materials, proposals, sales communications, and support responses unless expressly incorporated into a written agreement.
"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.
"Third-Party Application" means any application, service, integration, connector, platform, or software that is not provided by PassKit and that Customer elects to link to, access through, or use with 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 Customer's business purposes, including as part of products or services Customer provides to its customers and End Users, during the applicable 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 access or use Customer's PassKit account or the Service directly, except Account Users;
- resell, sublicense, white-label, distribute, or provide the Service itself to a third party as a standalone 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.
For clarity, you may use the Service, APIs, and functionality of the Service as part of your own products or services provided to your customers and End Users, provided that you remain responsible for all such use in accordance with this Agreement.
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. 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, including usage that occurred before cancellation but is invoiced afterward due to billing in arrears.
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 a party becomes insolvent or subject to bankruptcy proceedings.
PassKit may also suspend or terminate access immediately for:
- non-payment;
- exceeding applicable usage limits;
- 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.
Fees are non-refundable except as expressly provided in this Agreement or as required by law. 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, 3.4, and 4-10 survive termination.
4. FEES AND PAYMENT
4.1 Billing in Arrears; Automatic Charges
The Service is billed monthly in arrears in accordance with the PassKit Pricing & Rate Card, including the applicable Platform Fee and Pass Volume Fees. At the end of each billing period, PassKit will calculate your charges, issue an invoice, and automatically charge the payment method stored in your PassKit account for the full invoiced amount. PassKit's usage records are the authoritative record for determining usage unless demonstrated to be materially inaccurate.
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 fees 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 except as expressly provided in this Agreement or required by law. You may dispute an invoice in good faith by providing written notice to PassKit within 30 days of the invoice date and specifying the basis for the dispute. The parties will cooperate in good faith to resolve the dispute promptly. Undisputed amounts remain payable in accordance with this Agreement.
4.10 Pricing & Rate Card
The PassKit Pricing & Rate Card forms part of this Agreement and sets out the applicable self-serve PAYG pricing, billing calculations, and included features.
4.11 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" and "as available", 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 relating 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 at least 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 of the Service and may use your name, logo, and trademarks for reasonable marketing and promotional purposes, including on PassKit's website, marketing materials, case studies, presentations, and in communications with PassKit partners or platforms that promote or integrate with the Service. You may request that PassKit cease such use by providing written notice, after which PassKit will make commercially reasonable efforts to discontinue future use.
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.
Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement will not affect the right to require such performance at any later time. Any waiver of a breach must be in writing and will not be deemed a waiver of any subsequent breach.
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.
Separately Executed Agreements. A separately executed written commercial agreement between Customer and PassKit prevails over this Agreement only for matters expressly covered by that agreement.