Home annex — United States
Effective 2026-10-13
This Annex applies if you are established in the United States. It forms part of your Organizer Agreement with Entase. Terms defined there have the same meaning here.
Section 7 automatically replaces the provisions it names if you are a state, municipal, county or public university entity. You do not need to negotiate it.
1. The Entase entity you are contracting with
Your counterparty under the Organizer Agreement is:
Entase, Inc.
Address for correspondence: 9450 SW Gemini Dr PMB 47339, Beaverton, OR 97008, USA
This is the entity meant by "Entase", "we", "us" and "our" in the Organizer Agreement and in this Annex — the definition of Entase in clause 2 of that Agreement. That entity is the only party to your agreement on the Entase side, and the only one that owes you obligations under it. If that entity changes, clause 18.3 of the Organizer Agreement applies: at least 30 days' notice, the new entity takes on everything owed to you including your Settlement Wallet balance, the previous entity stays liable for that balance until it is paid, and you may leave before the change takes effect.
2. Governing law and disputes
2.1 The Organizer Agreement, this Annex and any Schedule you accept are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules.
2.2 Arbitration. Any dispute arising out of or relating to them will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
2.3 Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information, without waiving clause 2.2.
2.4 No class actions. Disputes will be arbitrated individually. Neither party may bring a claim as a plaintiff or class member in a purported class, collective or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.
2.5 Clauses 2.2 and 2.4 do not apply to a public entity — see section 7.
3. Collection of payments
3.1 The arrangement in clause 5 of the Organizer Agreement is an agency for the collection of payments. You appoint us as your agent to collect and process payments from Buyers for the Tickets you sell.
3.2 Holding Entase out. You publicly hold Entase out as accepting payments for Tickets on your behalf. Clause 10.2 of the Organizer Agreement requires this of you.
3.3 Payment to Entase discharges the Buyer. Payment to us is treated as received by you at the moment of receipt. The Buyer's obligation to you is extinguished and the Buyer bears no risk of loss if we fail to remit — clause 5.5 of the Organizer Agreement. We state this to Buyers on the Ticket and in the confirmation we send.
3.4 Entase does not receive money for transmission, does not sell or issue payment instruments, and does not sell or issue stored value. Your Settlement Wallet is a record of what we hold for you, payable to one destination only — your own verified registered bank account.
3.5 Where Entase is located. Entase, Inc. is incorporated in the State of Delaware. Entase also uses a correspondence address, shown on invoices and in communications. That address is used for correspondence only. Funds collected for you are received and held as described in clause 6 of the Organizer Agreement, and are payable only to your own verified registered bank account.
4. Tax documentation and withholding
4.1 Form W-9. Before your first payout you must give us a completed and signed IRS Form W-9 with your correct taxpayer identification number. We may withhold payout until we have it.
4.2 Backup withholding. If you do not provide a correct TIN, or we are otherwise required to do so, we must apply backup withholding at the statutory rate to reportable payments and remit it to the Internal Revenue Service. Amounts withheld are not recoverable from us.
4.3 Information reporting. Where we are required to report payments to you, we will file the applicable information return and furnish you a copy. You are responsible for reporting your own income.
4.4 Sales, use and admissions tax.
- (a) You are responsible for determining, collecting, reporting and remitting every sales, use, admissions, amusement, entertainment or similar tax arising on the sale of your Tickets, unless we notify you in writing that we are collecting it for a particular jurisdiction.
- (b) You will give us the information and exemption documentation we reasonably need, and you will indemnify us against any assessment arising from your Tickets, under clause 15.7 of the Organizer Agreement.
- (c) We may assume collection and remittance in any jurisdiction where the law requires us to. Where a marketplace facilitator statute places the obligation on us regardless of how the parties have allocated it, that statute governs. We will tell you before we begin collecting in a jurisdiction and will show it separately in your Protocol.
5. Ticketing obligations
This section applies to any Event taking place in the United States, whoever the Organizer is and whichever Home Annex applies to them. Where an obligation falls on both parties, we say so.
5.1 All-in pricing. We display the total price a Buyer will pay, including every mandatory fee, from the first point at which a price is shown, and more prominently than any other pricing information. This is our obligation under the Federal Trade Commission's Rule on Unfair or Deceptive Fees, 16 C.F.R. Part 464, and under the law of any state requiring the total to be shown before Ticket selection. You must not advertise a price for your Event elsewhere that excludes mandatory fees, and you must not require us to display one.
5.2 Accessible seating. Under 28 C.F.R. § 36.302(f) accessible seating must be sold during the same hours, at the same stages of sale, through the same methods, and on the same terms as other seating.
- (a) You must identify accessible seating locations accurately in the Platform, describe their features in enough detail for a Buyer to decide whether they meet their needs, and apply the hold-and-release rules correctly.
- (b) We will make accessible seating purchasable through the same channels and at the same times as other seating, show it on seat maps, and allow a Buyer purchasing an accessible seat to buy up to three additional adjacent seats where available.
- (c) You must not price accessible seating above comparable seating.
5.3 Purchase limits and automated buying. Where you set a purchase limit we will publish and enforce it, and we log attempts to circumvent it. You must not use, or permit anyone to use, automated means to circumvent a purchase limit or a security measure — the Better Online Ticket Sales Act, 15 U.S.C. § 45c, prohibits it.
5.4 Refunds on cancellation. Where the law of the Event Territory requires a Buyer to be refunded the service charge as well as the Ticket price on cancellation, that refund is made in full to the Buyer. As between you and us, clause 7.5 of the Organizer Agreement applies and the Fee is borne by you.
5.5 Local licensing. You warrant that you hold every licence, registration and permit required for you to sell Tickets and promote Events in the relevant jurisdiction, at state, county and municipal level. We screen at Event creation; the obligation is yours.
6. Data protection
6.1 The Data Processing Agreement applies. Where you are subject to a United States state privacy law, clause 13 of that Agreement sets out our obligations as your service provider or processor.
6.2 Where Buyers for your Events are in the European Economic Area or the United Kingdom, GDPR or UK GDPR applies to that processing and the corresponding provisions of the Data Processing Agreement apply to it.
7. Public entities
7.1 When this section applies. This section applies, and takes precedence over the rest of this Annex and over the Organizer Agreement to the extent of any conflict, if you are a state, a political subdivision, a municipality, a county, a public school district, a public university or college, or another entity of government. No negotiation is required — it applies automatically. Tell us at onboarding that you are a public entity so that we record it.
7.2 Governing law and venue. Clauses 2.1, 2.2 and 2.4 do not apply. The Organizer Agreement, this Annex and any Schedule you accept are governed by the laws of your own state, and any dispute will be brought in the state courts of your state. There is no arbitration requirement and no class action waiver.
7.3 Indemnification. Clause 15.7 of the Organizer Agreement does not apply. Each party is responsible for the acts and omissions of itself and its employees to the extent permitted by applicable law, and neither indemnifies the other. Nothing in the Organizer Agreement waives any immunity available to you, and nothing in it obliges you to indemnify us.
7.4 Limitation of liability. Clauses 15.1, 15.2, 15.5 and 15.8 of the Organizer Agreement do not apply to limit your rights against us. They continue to apply to limit our liability only to the extent your law permits. Clauses 15.3 and 15.4 continue to apply in full — in particular, nothing limits our obligation to pay you the amounts recorded in your Settlement Wallet.
7.5 Payment and appropriation. Your obligation to pay Fees is subject to appropriation of funds. No provision accelerates payment on default.
7.6 Termination for non-appropriation. You may terminate this Agreement on 30 days' written notice if funds are not appropriated for it in a fiscal period. Clause 17.4 of the Organizer Agreement (run-off) still applies, so Events already on sale are delivered and settled.
7.7 Assignment and set-off. Clause 18.3 of the Organizer Agreement does not limit your rights of set-off or counterclaim against us or any assignee.
7.8 Renewal and records. This Agreement does not renew automatically against you; renewal requires your affirmative election. We will provide records reasonably required for your audit, public records or transparency obligations, at no charge.
7.9 Insurance. We will provide a certificate of insurance on request where we carry the relevant coverage. Where we do not carry a coverage you require, we will tell you plainly rather than leave the question open, so that you can decide whether to proceed.
8. Notices
Notices to us go to legal@entase.com. Notices to you go to the email address on your account.