Venue Partner Agreement

Effective October 4, 2026. Last updated October 5, 2026. Version venue-2026-10j.

1. The agreement

This Venue Partner Agreement (“Agreement”) is between Tyler Jardine, a sole proprietor doing business as Tidepass, the operator of Tidepass (“Tidepass”, “we”, “us”), and the business that applies to list on Tidepass (“Venue”, “you”). The person accepting it confirms they have authority to bind the Venue. You accept by signing electronically when you apply or by listing on Tidepass.

Who runs Tidepass: Tidepass is a business name of Tyler Jardine, a sole proprietor, 1906 Oceanside Blvd, Ste WX, Oceanside, CA 92054.

Our Terms of Use and Privacy Policy also apply to your use of the site.

2. Key terms

• Pass: a Tidepass code (for example, TP-7KQ4-M9XB) that guests get at no charge. It gives the guest’s party $10 off when they spend $40 or more at your regular prices, before tax and tip, plus any discount tiers locked onto it (see section 4.1). Alcohol doesn’t count toward the $40 and can’t be discounted. One pass per party, per venue, per day. No cash value; not for sale.
• Discount tier: an optional, larger discount you choose to give on a larger bill (for example, $25 off $150 or more), set in your venue account.
• Pass discount: the discount the guest’s party actually gets: $10, or the single largest discount tier locked onto the pass that the party’s bill reaches.
• Check-in: a guest scanning your Tidepass check-in QR code at your venue (or tapping “I’m here” after scanning) on the pass date.
• Visit: a party’s use of your experience with a checked-in pass.
• Net visit value: the total price of the party’s listed experience after the pass discount, before tax and tip. Alcohol, gratuities, taxes and fees you collect for government are excluded.
• Alcohol: any alcoholic beverage as defined in California Business and Professions Code section 23004, sold or served by you.
• Confirmed visit: a visit you confirm, or that is presumed confirmed under section 7.
• Partner: a creator, vacation-rental host or Business Partner (a business, such as a hotel, gym or employer, that offers Tidepass to its guests, members, residents or staff) who referred the guest through a Tidepass link or code.
• Direct visit: a confirmed visit with no partner credit.

3. Listing and approval

• You apply at /apply/venue/. We review every application and may approve or decline at our discretion.
• Once approved and your card is on file, you manage your listing: experiences, prices, photos, hours, booking link and redemption mode (at the counter or online promo code).
• We may edit listings for format, clarity or accuracy, and may decline content that breaks our rules.
• Listings are ordered by the published formula in section 12.3.

3.1 Eligibility

• Some business types can’t list at all: cannabis, CBD or THC products; tobacco, vape or smoke shops; firearms, ammunition or weapons sales; adult entertainment or products; gambling, betting, casinos, card rooms or sweepstakes; payday, title or cash-advance lending, debt relief or credit repair; “get rich quick” or investment schemes; pharmacies, drugs or supplements; political campaigns or committees; multi-level marketing; and businesses mainly for children under 13. Most of these are also prohibited or restricted by our payment processor, Stripe.
• Licensed health and animal-care providers can’t list. California law (Business and Professions Code section 650) doesn’t let healing-arts licensees pay for referred patients or customers, and Tidepass recommends venues and charges per referred visit. So a business can’t list if it, its owner or the people providing the listed service hold a California healing-arts license (for example, doctors, dentists, chiropractors, nurses, therapists, acupuncturists, optometrists, pharmacists or veterinarians) or a CAMTC massage certificate. This also applies to experiences such as massage, medical spa, therapy or veterinary services offered by any venue.
• When you apply, you answer a short set of screening questions, including your alcohol (ABC) license type, and certify that your answers are true. We keep a dated record of your answers.
• You must update your answers in your venue account within 10 days if anything changes, including your ABC license type or any professional license.
• If your answers show you’ve become ineligible, your listing pauses automatically and no new passes can be claimed. Passes already claimed should still be honored, and those visits are billable.

4. Keeping your listing accurate

You are responsible for your listing. Keep prices, experience details, age limits, hours, availability, booking link and rules accurate and current.

• Regular prices. Prices you list must be your regular published prices to the public. Charge pass guests those same prices. Don’t raise prices, add fees or swap in a pricier option for pass guests to offset the $10.
• Your pricing decision. The $10 off is a discount you choose to offer on your own prices by listing on Tidepass. You set your prices. Tidepass doesn’t set or control them.

4.1 Optional discount tiers

• You may, but don’t have to, offer up to 3 larger discounts on larger bills. Each tier must have a higher minimum bill and a larger discount than the one before it, above the standard $40 and $10, and a tier’s discount can’t be more than half its minimum bill. Whole dollars only.
• Tiers are your own pricing decision and you fund them, the same as the $10. Tidepass doesn’t fund, share in or reimburse any discount.
• Your current tiers show on your listing and wherever Tidepass shows your offer. When a guest claims a pass, the tiers shown at that moment are locked onto that pass. If you change or remove tiers, the change applies only to passes claimed afterwards; you must honor the tiers on passes already claimed.
• The guest gets the single largest discount their party’s bill reaches, figured on the bill before tax and tip and without alcohol. Discounts don’t stack.
• When you confirm or adjust a visit, report the party’s bill before the discount. We work out the discount from the tiers on the pass, and the fee is on the bill after that discount.
• Guests rely on the offer shown to them, so the full terms of every tier appear next to the offer on your listing and on each pass. Don’t advertise a Tidepass discount anywhere with different terms.

4.2 Optional partner deals

• You may offer one partner (a creator, host or Business Partner) an exclusive deal: up to 3 larger discounts, larger than what every guest already gets at that bill, for the guests that partner sends, until an end date you choose (up to a year). The same tier rules in section 4.1 apply.
• A deal starts only when the partner accepts it. While it’s active, a pass claimed with that partner’s credit (their link, QR code, page or code) locks the deal’s discounts as well as your own tiers. The guest gets the single largest discount their bill reaches.
• Deals are your own pricing decision and you fund them. Tidepass doesn’t fund, share in or reimburse any discount. The fee is on the bill after the discount the guest actually got, and the partner’s share is figured the usual way.
• The deal is shown, labeled as an exclusive deal you fund, on the partner’s page, on your listing for guests who arrive through that partner, and on each pass that carries it.
• You or the partner may end a deal at any time. Ending it affects only passes claimed afterwards; you must honor deals on passes already claimed.
• Don’t pay or give a partner anything outside Tidepass for sending guests under a deal, and don’t use deals to create visits that didn’t happen. We review deal visits like any other (see section 8).

4.3 Messages with partners

• Your account includes private messages with other businesses on Tidepass (venues and partners), for working out deals and promotions. Messages are plain text and are private between the two of you.
• Keep them professional. No spam, harassment or unsolicited bulk messages. Don’t share guests’ personal information in messages.
• Don’t use messages to arrange paying for visits, referrals or reviews outside Tidepass, or to plan visits that didn’t happen.
• Either side can block or report a conversation. We read a conversation only when it’s reported, to investigate suspected fraud or a breach of these terms, or when the law requires it. Conversations are deleted 24 months after the last message. A reported conversation is kept until 24 months after the report.
• You choose who can start a new conversation with you: any partner, only partners connected to you (they picked your venue or have a deal with you), or no one. Existing conversations stay open unless you block them.

4.4 Optional extra off an experience

• You may add $5 or $10 extra off a specific experience on your listing, for example to steer guests toward one that works better for you. It’s shown as a badge on that experience and on passes claimed for it.
• The extra is added to the discount the guest’s bill earns (the regular offer, your tiers or a partner deal). It applies only when the bill earns a discount, and never takes the discount past the bill.
• The extra locks onto each pass claimed for that experience. If you change or remove it, passes already claimed keep it, and you must honor it.
• You fund the extra. Tidepass doesn’t fund, share in or reimburse it. The fee is on the bill after the full discount the guest got.

5. Honoring passes

• Honor every valid pass: correct date, $40 minimum met (before tax and tip), and checked in at your venue.
• Give the full pass discount: $10, or the larger tier on the pass that the bill reaches. You don’t have to combine it with your other discounts unless your listing says so.
• Keep your check-in QR visible and working at the front desk (on the rotating tablet display or the printed poster we provide).
• Treat pass guests the same as any other guest.
• Tidepass Rewards. If a pass shows a Tidepass Reward, take that amount off in addition to the pass discount when the bill earns the discount. Tidepass funds rewards: we add the reward amount to your prepaid balance when the visit confirms, and it counts toward your next charges. Rewards don’t change the fee, which is figured on the bill after your own pass discount.
• The rule is one pass per party, per venue, per day. You may refuse a pass that breaks the rules.

5.1 Alcohol

• Alcohol is excluded from the guest’s $40 minimum, from the $10 discount and from the net visit value we bill on. Don’t apply the $10 to alcohol, and leave alcohol out of the totals you confirm or adjust.
• Guests still get the full $10 off qualifying non-alcohol items at every venue, including venues that serve alcohol.
• Tidepass has no say over your alcohol pricing, products, service or operations, and doesn’t share in alcohol sales. If you hold an ABC license, you keep full control of everything your license covers, and you are solely responsible for following it (including California Business and Professions Code sections 23300 and 25600 and the ABC’s guidance on third-party arrangements).
• Keep your ABC license type (none, retail, or supplier such as a brewery, winery, distillery, wholesaler or importer) accurate in your venue account. We use it to keep partner commissions within tied-house rules (Business and Professions Code sections 25500 and 25502): a supplier-licensed venue’s fee never pays a commission to a partner that holds a retail license, and no commission flows between supplier-licensed businesses, or from a retail-licensed venue to a supplier-licensed partner. A partner may earn nothing on your visits because of its own license or yours, and your fee doesn’t change.
• Don’t list an experience whose price includes alcohol (for example, a tasting or a drink-included package) unless the alcohol is priced separately so it can be left out. We may remove any listing that ties the pass to buying alcohol.
• Breweries, wineries, distilleries and other supplier-licensed venues may list non-alcohol experiences (such as tours, games or classes) on the same terms as everyone else.

6. Fees

6.1 Standard fee

You pay a fee of 15% of the net visit value for each confirmed visit. There is no fee to list, no fee per click and no fee when a guest claims a pass. If a guest never shows up, you pay nothing.

Example: a party of 4 at $40 each is $160. After the $10 pass it’s $150. Your fee is 15% of $150, or $22.50. If you offer $25 off $150 or more, that party’s bill gets $25 off instead, and your fee is 15% of $135, or $20.25.

The fee is the same whether or not a partner referred the guest. When a partner did, we pay the partner’s share out of our fee, not on top of it. The only exception is Partner Boost, which you choose to turn on (see section 13.4).

6.2 Founding venue terms

If you are one of the first 25 venues we approve and we confirm in writing that you are a founding venue:

• First 90 days (starting on your listing’s go-live date): you pay only the partner’s share on partner-referred visits (9% to 12% of the net visit value, depending on the partner), and nothing on direct visits.
• Next 12 months: your fee is 13% of the net visit value, locked. We won’t raise it during that period.
• After that, the standard fee in effect at that time applies, with notice under section 23.
• Your starting prepaid balance is $0.
• Which phase applies to a visit is decided by the time the guest checked in.

6.3 What the fee pays for

• The fee is for Tidepass’s marketing and visit verification services: listing and promoting your venue, the pass and check-in system, fraud checks and reporting.
• Partner commissions are paid by Tidepass out of its own revenue. You don’t pay partners, and partners have no claim against you.
• Tidepass never collects payments from guests. Guests pay you directly, and that sale is yours.
• The fee is never calculated on alcohol (see section 5.1).
• California generally doesn’t charge sales tax on services like these, so we don’t add sales tax to fees. If a tax ever applies, we’ll show it separately on your statement.

7. Confirming visits

• Weekly summary. Once a week we email you a summary of the passes checked in at your venue since the last summary. You can also see them any time in your venue account.
• You have 72 hours after the summary that lists a visit to confirm, adjust or dispute it in your venue account. You don’t have to do anything if a visit is right.
• Presumed visit: if you take no action within those 72 hours, the checked-in pass counts as a confirmed visit at its estimated value and is billable.
• Adjust when the actual net visit value differs from the estimate (for example, the party was smaller). Enter the total before tax and tip, not counting alcohol. You must give a reason. We bill the adjusted value.
• Dispute when you believe the visit didn’t happen or the pass was misused, including when a guest checked in and then left before the experience or before paying. You must give a reason. We may tell the guest the reason (not your note) and ask whether it’s right.
• Guest undo. A guest who checked in and then left before the experience or before paying can undo their own check-in within 24 hours, before you confirm or adjust the visit. An undone check-in isn’t billed. Don’t ask guests to undo check-ins for visits that happened: we watch for patterns, and it’s a breach of section 11.
• Guest receipts. After checking in, a guest may add a photo of their receipt and its total. If the receipt is within $5 of the total that would be billed, nothing changes. If it differs by more, the visit isn’t billed until we review it, and we bill the total the evidence supports.
• Guest confirmations. After a check-in, we may ask the guest once whether their bill was about the total shown. If the guest confirmed a total and you enter one more than $5 lower, the visit isn’t billed until we review it, the same as a receipt that disagrees.
• Totals below the estimate. If you adjust a visit to more than $5 below its estimate and the guest hasn’t added a receipt, your adjusted total waits up to 5 days for one before it confirms. If the guest had their pass emailed, we may ask them once for the receipt. If no receipt comes, your adjusted total is billed.

8. Visit disputes and evidence

We decide disputes in good faith based on the evidence, including: the pass and check-in records, the check-in device and timing, guest reports, receipts guests submit, reviews, your booking or point-of-sale records for that date (which you agree to share on request), and mystery-shop results. A disputed visit isn’t billed while under review. If we decide the visit happened, it is billed on the next weekly charge. Our decision on a visit dispute is final for billing purposes, but doesn’t stop either of us from using section 22.

A guest check-in using the rotating code on your counter screen, or a check-in by your own staff, is strong evidence that the visit happened. To overturn it, show your booking or point-of-sale records for that date. A check-in from the printed poster code is weaker evidence, and we weigh it with the rest. We may also ask a guest whose pass wasn’t checked in whether they visited; a guest who says they got the discount without checking in is evidence of a missed check-in.

A high dispute rate or adjustments far below estimates can trigger watchdog review.

9. Billing and payment

• Card on file. You must keep a valid payment card on file through Stripe. We never see your full card number.
• Weekly charge. Each week we charge your card for the previous week’s confirmed visits, with an itemized statement in your account.
• Prepaid balance. We may ask for a prepaid starting balance (default $100; $0 for founding venues). Fees come out of your balance first, then your card. When this Agreement ends, your balance is applied to what you owe, and we refund any remainder to your card on file within 30 days after your final statement.
• Failed payment. If a charge fails, your listing is paused and no new passes can be claimed for your venue until you pay. Passes already claimed should still be honored, and those visits are still billable.
• Taxes. Fees don’t include any taxes that may apply to them. You remain responsible for sales tax and other taxes on your own sales to guests.
• Billing questions. Please raise a billing question within 60 days of the charge, while records are fresh. If either of us finds a billing error later, we’ll still correct it.

10. Audits and mystery shops

• We or someone we choose may make test visits (“mystery shops”) at any time, without notice, using regular passes. We won’t charge you a fee for a mystery-shop visit.
• On reasonable request, you’ll share records needed to check visits for a period we’re reviewing (such as bookings or sales for specific dates), redacted to remove guest information that isn’t needed. You’ll keep those records for at least 24 months.

11. Don’t steer pass guests around Tidepass

This section covers only a party that claimed a pass for your venue, and only that pass. You won’t:

• Tell or encourage that party to skip check-in or not use their pass, so that the visit isn’t recorded.
• Refuse their valid pass and then serve them anyway without it.

If you do, that party’s visit is billable as a confirmed visit at the pass’s estimated value (or the actual value, if you show it), even if it was booked or rung up outside Tidepass.

Nothing in this Agreement limits your prices, your own promotions or discounts, your listings on other platforms, your marketing to the public, or whom you serve. A guest who comes back on their own, without a pass, is entirely your business.

12. Watchdog, strikes and trust score

12.1 Automatic flags

Our system watches for warning signs, including: more check-ins than confirmations; a high dispute rate; claim-to-visit rates far below similar venues; visit values shaved far below estimates; guests reporting a code not honored; a sudden drop in pass visits; a failed mystery shop; and failed payments. A flag starts a review. It isn’t by itself a finding that you did anything wrong.

12.2 Strikes

If a review finds you may have broken this Agreement (for example, not honoring passes, disputing real visits, under-reporting values or circumventing), we’ll first send you written notice with the reason and the evidence. You’ll have 10 days to fix the problem or respond. If you fix it or show there was no breach, there’s no strike. If not, we may issue a strike. For fraud or a safety risk to guests, we may issue a strike or pause your listing right away, and we’ll still tell you why.

• Strike 1: written warning, and we back-bill unpaid fees under section 14.
• Strike 2: back-billing, lower ranking, and a required prepaid balance of up to twice the standard starting balance.
• Strike 3: termination. Your prepaid balance is applied to what you owe, and partner links to your venue are redirected to other venues.

A strike stops counting toward the next level once you’ve gone 12 months without another strike. We may skip straight to termination for serious fraud. Strikes never carry a penalty fee.

12.3 Trust score and ranking

Every venue is ranked by the same published formula (also at /faq/#ranking):

1. Relevance to filters. The guest’s filters (category, city, search words, party size, price) decide which live venues appear.
2. Trust score. In the default order, venues are sorted by trust score, highest first. Trust starts at 100 and goes down for strikes (20 points each) and for open watchdog flags (such as passes not honored or visits that don’t add up). It recovers as flags are resolved. From a second strike, a ranking penalty also applies.
3. Ties go to the venue listed longest, then by name.
4. Guest choices. Guests can instead sort by price, newest or name.

Organic ranking cannot be bought. Paid placements appear separately, are limited per page and are labeled (see section 13). If we change the formula, we’ll update this section and the FAQ, and the change applies to every venue the same way.

12.4 Venues owned by Tidepass’s owner

Tidepass’s owner also owns two listed venues: Ragescape and Chopscape in Oceanside. They’re marked on Tidepass as owned by Tidepass’s founder. They are bound by this Agreement and get no special treatment: the same fees, the same ranking formula, the same review rules, the same watchdog checks and the same Sponsored rules. Information Tidepass holds about other venues (their visits, prices, fees, Insights and guests’ pass data) is used only to run Tidepass. It is never used to set those two venues’ prices or promotions, to target other venues’ guests, or to give those two venues any other advantage.

13. Advertising & Upgrades

Listing on Tidepass has no required monthly fee. You may choose to add optional paid upgrades (“Upgrades”): a Pro listing, a Sponsored slot in a category, Featured on home, Partner spotlight, and Partner Boost. Current prices and what each includes are shown in your venue account before you buy.

13.1 Billing, renewal and cancellation

• Upgrades other than Partner Boost are billed monthly in advance to your card on file and renew each month until you cancel.
• You can cancel any time in your venue account. Cancel before your next period starts to avoid being charged for it. The Upgrade stays on until the end of the period you paid for.
• An Upgrade keeps renewing at the price you bought it at. If we change Upgrade prices, the new prices apply only to new purchases.
• When you buy an Upgrade, we show the price, that it renews monthly until you cancel, and how to cancel, before you confirm.

13.2 Good standing

• Upgrades are available only to venues in good standing: live, paid up, no strike in the last 12 months, no ranking penalty, and a trust score at or above the minimum shown in your account.
• If we remove an Upgrade because of a strike, a failed payment or your breach of this Agreement, you won’t get a refund for the unused time.
• If we stop an Upgrade for any other reason (for example, we retire a product, or we end this Agreement on notice), we’ll refund the unused part of the period you paid for, by day, to your card on file.

13.3 Sponsored placements and ad content

• Sponsored slots and Featured on home are paid placements. They’re always labeled “Sponsored,” appear separately from organic results, and are limited in number on each page.
• Paying for an Upgrade never changes your organic ranking, your trust score, or your reviews and ratings. We don’t sell pay-per-click placements.
• Your ad content must meet the same rules as your listing (see section 4). We may reject, edit for format, or remove ad content that is inaccurate, misleading, offensive or breaks the law or this Agreement.
• We don’t guarantee any number of views, clicks, claims or visits from an Upgrade.

13.4 Partner Boost

• Partner Boost has no upfront cost. While it’s on, your fee goes up by 3 percentage points on confirmed visits that a partner referred. The partner earns 2 of those points. Direct visits never pay Boost.
• Boost locks onto passes when they’re claimed: it applies to passes claimed while it’s on, even if you turn it off before the visit, and never to passes claimed before you turned it on or after you turned it off. During the first 90 days of founding terms, Boost doesn’t change what you pay.
• If the referring partner can’t earn a commission on your visit (for example, because of its license), Boost isn’t charged on that visit.
• The point amounts shown in your account when you turn Boost on are the ones that apply. We’ll give you 30 days’ notice before changing them.

13.5 Insights

Your venue account includes Insights: views, impressions, clicks, claims, check-ins, visits, conversion and cost per visit, by source, partner and campaign. Insights are estimates for your planning. Billing is always based on confirmed visits under section 6.

14. Back-billing

If we find fees went unpaid because of under-reporting, wrongful disputes or steering guests around their pass, you’ll pay the unpaid fees (back-billing), based on the pass records and the evidence in section 8. We’ll show you how we worked out each back-billed amount, and you can respond under section 12.2 before it’s charged. There are no penalty fees or multiples. Each of us keeps any other rights the law gives us for a breach.

15. Guest data

• For each pass, you receive only: pass code, experience, date, party size, estimated value and check-in time. We don’t give you guest emails.
• You may use pass data only to honor passes, manage visits and handle billing and disputes with us.
• You may not use pass data to market to guests, combine it with other data to identify or profile them, or sell or share it, unless the guest gives you their own consent (for example, by signing up for your mailing list).
• Keep pass data secure and delete it when you no longer need it for those purposes.
• Your own guest data, from your booking system, waivers or point of sale, is yours and is governed by your own privacy policy.
• Guests ask us to send their pass to you so you can honor it. You receive it as an independent business, not as our service provider, and you are responsible for following privacy law for the data you hold.

16. Your content license

You keep ownership of your names, logos, photos, descriptions and other listing content. You give Tyler Jardine a non-exclusive, worldwide, royalty-free license during this Agreement to use, reproduce, adapt (for example, resize or crop), and display that content on Tidepass, in our marketing and on partner pages and materials, and to let partners do the same to promote your venue. You confirm you own or have permission to use the content, and that it doesn’t infringe anyone’s rights. After termination, we’ll remove it from active listings within a reasonable time; copies in materials already published may remain.

You may use Tidepass’s name, logo and check-in materials only as we provide them, to promote your Tidepass listing.

17. Your experience, insurance and waivers

You alone provide your experience. You are responsible for your premises, staff, safety, permits, licenses (including any ABC license), legal compliance, insurance and guest waivers. Tidepass doesn’t operate, supervise or insure your experience.

While you’re listed, you’ll keep, with a licensed insurer:

• commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate, covering your premises and experiences;
• liquor liability insurance, if you sell or serve alcohol; and
• workers’ compensation insurance, as California law requires if you have employees.

You’ll confirm your insurer and policy expiry date in your venue account, send us a certificate of insurance on request, and tell us within 10 days if required coverage lapses. We may pause your listing until coverage is back in place.

18. No exclusivity

This Agreement is not exclusive. You may list with other platforms, and we may list other venues, including competitors.

19. Term and termination

• This Agreement starts when you accept it and continues until ended.
• You may end it any time with 14 days’ written notice. Founding terms end if you leave.
• We may end it any time with 30 days’ notice, or right away for a third strike, serious fraud, repeated failed payments or other material breach.
• We may pause your listing at any time during a review or for a failed payment.

20. After termination

• From the day either of us gives notice to end this Agreement, no new passes can be claimed for your venue.
• You’ll honor passes already claimed for dates up to the end date, and those visits are billable. On the end date your listing comes down, any remaining unused passes are canceled, and their pass pages tell guests the pass no longer works.
• If we end this Agreement right away (third strike, serious fraud, repeated failed payments or other material breach), unused passes are canceled immediately and their pass pages tell guests.
• You’ll pay all fees for confirmed visits, back-billing and other amounts owed. We’ll apply your prepaid balance first.
• Partner links to your venue may be redirected to other venues.
• Any Upgrades end. Unused time is refunded only as section 13.2 says.
• Any prepaid balance left after amounts owed is refunded under section 9.
• Sections on fees owed, back-billing, audit, data, indemnity, limits of liability and disputes survive.

21. Indemnity and limitation of liability

21.1 Indemnity

You will defend and indemnify Tyler Jardine, its owners, staff and partners against claims, losses and costs (including reasonable attorneys’ fees) arising from your experience or premises (including guest injuries or property damage), your listing content, your breach of this Agreement, or your violation of law.

21.2 Limitation of liability

To the extent the law allows: neither party is liable for indirect, incidental, special, consequential or punitive damages or lost profits; and Tidepass’s total liability under this Agreement is limited to the greater of $500 or the fees you paid in the 12 months before the claim. These limits don’t apply to your payment obligations, your indemnity, misuse of pass data, either party’s fraud, willful injury to a person or property, gross negligence or violation of law, or anything else California law (including Civil Code section 1668) doesn’t allow to be limited.

22. Governing law and disputes

California law governs this Agreement. Before starting a formal claim, each party will give the other written notice and try in good faith to resolve it for 30 days (either of us may still go to court sooner to stop misuse of data or intellectual property). After that, either party may bring a claim in small claims court if it qualifies. Otherwise, claims will be heard only in the state or federal courts located in San Diego County, California, and both parties agree to those courts’ jurisdiction. There is no arbitration requirement and no class-action waiver.

23. Changes

We may update this Agreement. We’ll give you at least 30 days’ notice by email and in your account before any fee change or any change that materially affects you. Founding venues’ locked 13% isn’t affected during the lock. Changes don’t apply to visits that happened before the change. If you don’t agree, you may end this Agreement before the change takes effect.

24. Notices and general terms

We send notices to your account email and in your venue account. You send notices to support@gettidepass.com or to Tyler Jardine, a sole proprietor doing business as Tidepass, 1906 Oceanside Blvd, Ste WX, Oceanside, CA 92054. If part of this Agreement can’t be enforced, the rest still applies. We are independent contractors; this is not a partnership, joint venture, franchise or employment relationship. This Agreement, with the documents it references, is the whole agreement on this subject.

24.1 Assignment

You may not assign this Agreement without our written consent. We may assign this Agreement, without your consent, to (a) an entity that we own or control, or that is under common control with us (for example, a limited liability company that Tidepass’s owner forms to run Tidepass), or (b) a successor in a merger, acquisition, sale of assets or other transfer of the Tidepass business. Any assignee must agree in writing to take on all of our obligations under this Agreement.

• Notice. We’ll give you written notice by email and in your venue account no later than the day the assignment takes effect, saying who the new operator is and when.
• Nothing else changes. An assignment doesn’t change your fees, rates, founding terms, prepaid balance, strikes, Upgrades or any other term, and you keep all your rights, including your right to end this Agreement under section 19. Your prepaid balance moves to the new operator.
• Payments in progress. Charges, refunds and disputes for visits before the assignment date are finished by the operator that started them, and that operator stays responsible for anything that happened before the assignment.
• Your card. You agree that your card authorization carries over to the new operator. If the new operator uses a different payment account, it will ask you to add your card there and give you about 30 days. Until you do (or if the payment processor copies your saved card over, which the notice will tell you), charges continue on the existing payment account for the new operator, and your statements show which operator each charge is for. You can end this Agreement instead under section 19.