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CounterTEN Business Terms of Service

Last Updated: 03/11/2024

General

These Business Terms of Service (these “Terms”) govern your access to, and use of products and services made available by CounterTEN.com (“CounterTEN”, “Provider”, “we”, “us” or “our”) on CounterTEN.com, our APIs, mobile app (the “App”), and any other software provided in connection with our products and services (collectively, the “Services”). For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service, including but not limited to your use of the Service to create or sell digital assets implemented on a blockchain (“Digital Assets”) using our Service and/or to view or purchase Digital Asset’s created by others.

By accessing or using the Services, you agree to be bound by these Terms, as well as by the CounterTEN online Terms of Service available at https://counterten.com/terms.

Definitions

  • Software Platform: Provider’s proprietary technology platform made available for marketing, selling, and distributing digital tickets and other digital products.
  • Digital Tickets/Digital Products: Electronic tickets and any additional digital offerings (e.g., memberships, event registrations) provided through the Software Platform.
  • Client Materials: All data, content, and materials that you supply for use on the Software Platform.

Scope of Services

Provider will:

  • Grant you a non-exclusive, non-transferable right to access and use the Software Platform for marketing, selling, and distributing Digital Tickets and related products.
  • Process and facilitate online orders, including customer payment processing, and remit the net amount to you after deducting transaction fees as set forth in the List Pricing section.
  • Provide standard support and maintenance for the Software Platform.

You agree to:

  • Supply accurate and complete information necessary for the effective use of the Software Platform.
  • Designate appropriate contacts for operational and financial matters.
  • Use the Software Platform in accordance with these Terms, the Provider’s Documentation, and all applicable laws.

Payment Terms & Fees

  • Fees & Payment Processing: Provider will process all customer payments and remit the net amount to you after deducting transaction fees as set forth in the List Pricing section.
  • Pricing Addendums: In certain cases, a separate pricing addendum may be executed between you and Provider, which will override the list pricing outlined herein.
  • Payment Terms: Payments are due within thirty (30) days of the invoice date. For Digital Ticket sales, Provider will deduct the applicable transaction fees prior to remitting funds.

List Pricing

Ticketing (Primary Market): 10% of transaction + $1.50.

Ticketing (Secondary Market):  15% of transaction + $2.50.

Subscriptions: 15% of transaction + $1.50.

Digital Collectibles (Primary and Secondary Market): 15% of transaction + $5.00.

Retail Promotions: $0.05 per scan.

Gamification / Contests / Check-ins: $0.05 per scan.

Affiliate Fees: 20% of purchase made through affiliate link.

Third-party App integration: 20% of purchase made through integrated App.

All list pricing includes merchant fees of 2.9% + $0.30 per transaction.
Pricing is subject to change, and updates to list pricing will be communicated in advance to all clients using the list pricing model.

Term & Termination

  • Effective Term: These Terms are in effect for the life of the agreement and may be adjusted from time to time based on market conditions and new feature releases.
  • Pricing Adjustments: The list pricing may be updated periodically. When changes are made to the list pricing (for clients not under a separate pricing addendum), Provider will communicate these changes in advance.
  • At-Will Usage: You are not tied to a specific term and may discontinue usage of the Software Platform on an at-will basis. However, if you terminate service and later reinstate it, any previously applied preferred pricing will not be reapplied.
  • Termination for Cause: Provider may terminate your business account if you are in breach of these Business Terms or the general terms set forth in the online Terms of Service, or if you abuse your account by engaging in activities such as unsolicited marketing, hacking, or any other conduct not permitted on the platform. In such cases, termination does not relieve you of any outstanding payment obligations incurred prior to termination.

Incorporation of Online Terms

These Business Terms incorporate by reference the standard CounterTEN online Terms of Service available at https://counterten.com/terms. Except as expressly modified herein, all standard terms—including provisions on confidentiality, limitation of liability, indemnification, data privacy, dispute resolution, and other miscellaneous matters—are governed by the online Terms of Service.

Amendments

Provider may amend these Terms from time to time. Any amendments will be made exclusively by Provider, and notifications will be sent to all businesses ahead of any changes taking effect.

Miscellaneous

  • Notices: All notices regarding these Terms shall be provided in writing in accordance with the procedures specified in the online Terms of Service.
  • Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California.
  • Entire Agreement: These Terms, together with the online Terms of Service and any applicable pricing addendums, constitute the entire agreement between you and Provider regarding the Services.
  • Amendments: Any amendment or modification to these Terms is exclusively at the discretion of Provider and will be communicated as specified above.
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