Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern access to and use of the PassEngine service (the "Service") operated by Dima Labs Inc, an Ontario corporation (the "Operator"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to these Terms. If you use the Service on behalf of a company or other organization, including your employer, you represent and warrant that you have authority to bind that organization to these Terms, and you accept these Terms on its behalf. In that case, "Customer" means that organization. If you use the Service on your own behalf, "Customer" means you. These Terms constitute a legally binding agreement between the Customer and the Operator. Each individual User also agrees to comply with these Terms when accessing or using the Service. If you do not agree to these Terms, or lack the required authority to act for an organization, you must not access or use the Service on that basis. The following definitions apply throughout these Terms:

• "Service" means the PassEngine software platform for creating, managing, and scanning digital passes, configuring Offers, and recording their redemption
• "Customer" means the individual or organization entering into these Terms, as described above
• "User" means the Customer or any individual authorized to access or use the Service on the Customer's behalf. References to the User's account, subscription, payments, or ownership of uploaded content refer to the Customer where applicable
• "Operator" means Dima Labs Inc, the owner and operator of the Service
• "Pass" means a digital pass with a QR code created through the Service
• "Offer" means a benefit defined by the Customer and made available through a Pass, such as admission, a service, or a discount, subject to the applicable redemption conditions
• "Pass Recipient" means an individual who receives access to a Pass for event attendance, access, or redemption of Offers
• "Tenant" means an organization or individual using the Service to manage passes

2. Service Description

PassEngine provides a platform for creating, managing, and scanning digital passes for events and venues. The Service includes the following features:

• Creation of digital passes with unique QR codes
• Management of single-use and multi-use passes
• Scanning and validation of passes
• Scan history and audit trails
• Team management with role-based permissions (admin, manager, operator)
• Custom fields for passes
• Integration with Apple Wallet and Google Wallet (where available and subject to your subscription plan)
• Configuration of Offers within a Pass, with separate usage limits and participating locations, where included in the Customer's subscription plan
• Recording of Offer redemptions and display of Offer details and remaining uses on the Pass's web page

3. Account Registration and Security

To use the Service, the User must create an account and provide accurate and complete information. The User is solely responsible for maintaining the confidentiality of account credentials and for all activities that occur under the User's account. The User agrees to notify the Operator immediately of any unauthorized access to or use of the account. The Operator reserves the right to suspend or terminate the User's account if the User violates these Terms or if the Operator reasonably believes the account has been compromised. The Customer is responsible for ensuring that Users it authorizes, including its employees, officers, directors, contractors, and agents, comply with these Terms and for their use of the Service on its behalf.

4. Pricing and Payment

The Service offers paid subscription plans with varying limits and features. Current pricing, usage limits, and available features are published at passengine.io/pricing. Payments are processed through Polar.sh and are subject to their terms of service. Paid subscriptions are billed in advance on a recurring basis. If a paid subscription expires or payment is not made, access may be suspended, subject to any applicable legacy free-plan arrangements. Refunds are handled in accordance with Polar.sh's refund policies and applicable consumer protection laws.

• New organizations receive a 7-day free trial of Pro. No card is required and the trial does not automatically start a paid subscription. After the trial, an active paid subscription is required to continue using the Service; otherwise, access is suspended. No ongoing free plan is available to new organizations.
• The trial begins when an organization is created. Charges require the Customer to separately purchase a paid subscription. Organizations created before May 5, 2026 may remain eligible for legacy free-plan arrangements.

5. Acceptable Use

The Service is intended for use by organizations and adults (18 years of age or older) for legitimate business purposes. By using the Service, the User represents that they are at least 18 years old and agrees to:

• Comply with all applicable laws and regulations in the User's jurisdiction
• Use the Service only for lawful purposes
• Maintain valid legal bases for processing personal data of Pass Recipients
• Respect the rights of third parties
• Pay for the selected subscription plan in a timely manner
• Send emails through the Service only with valid recipient consent or where otherwise permitted by applicable law. The Customer must obtain and retain evidence of any required consent, provide required sender identification and unsubscribe mechanisms, and honor withdrawal of consent and unsubscribe requests. Possessing an email address or issuing a Pass does not by itself authorize unrelated marketing. Lawful delivery of requested Passes and other permitted transactional messages remains allowed. The Operator may restrict email delivery or suspend access where it reasonably suspects a violation.

6. Prohibited Activities

The User agrees not to engage in any of the following prohibited activities:

• Using the Service for any illegal purpose or in violation of any applicable laws
• Distributing malware, viruses, or other malicious code through the Service
• Attempting unauthorized access to Service systems or other users' data
• Infringing on the intellectual property rights of others
• Sending spam, unlawful unsolicited messages, deceptive emails, or messages to purchased or scraped mailing lists through the Service
• Creating fraudulent or counterfeit passes
• Reselling or transferring access to the Service without the Operator's consent
• Using the Service to build a competing product
• Automated data collection or scraping without permission
• Deliberately overloading or disrupting Service infrastructure

7. Intellectual Property

All rights in and to the Service, including software, design, trademarks, logos, and other intellectual property, belong to Dima Labs Inc or its licensors. The User's use of the Service does not grant the User any ownership rights in the Operator's intellectual property. The User is granted a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms and the User's subscription plan. This license may be revoked if the User violates these Terms.

8. User Content

The User retains all rights to content uploaded to the Service (event information, pass data, custom fields). By uploading content, the User grants the Operator a non-exclusive license to use such content solely for the purpose of providing the Service. The User is solely responsible for the legality, accuracy, and appropriateness of content uploaded. The User may not upload content that infringes third-party rights, contains illegal material, or violates community standards.

9. Third-Party Services

The Service depends on and may integrate with third-party services, including hosting and cloud infrastructure, data storage, content delivery networks, DNS, telecommunications, email delivery, payment providers such as Polar.sh, digital wallets such as Apple Wallet and Google Wallet, analytics, and external APIs. The Customer's and Users' use of third-party services may also be subject to those providers' terms and privacy policies. The Operator does not control or guarantee their operation, availability, security, accuracy, or continued compatibility with the Service.

• Third-party outages, errors, delays, security incidents, API changes, service discontinuations, or account restrictions may interrupt or impair the Service, including pass creation, delivery, scanning, validation, account access, and subscription activation or renewal.
• Payment providers may decline, delay, duplicate, or incorrectly process transactions, or delay refunds, settlements, or payment-status notifications. The Operator does not guarantee that a third-party payment transaction will be authorized, completed, or reported within any particular time.
• Subject to Section 11, the Operator is not liable for losses arising from a third-party provider's acts, omissions, or failures, including resulting interruptions to the Service. Claims concerning a provider's own services should be directed to that provider where applicable. This allocation of risk does not remove any refund, payment-correction, data-protection, or other obligation that the Operator cannot lawfully exclude.

10. Service Availability

The Operator uses commercially reasonable efforts to make the Service available but does not guarantee uninterrupted, timely, secure, or error-free operation, any minimum uptime, or any particular recovery time. The Service or individual features may be unavailable, delayed, degraded, or inaccurate because of maintenance, updates, software or hardware faults, third-party failures, network or power interruptions, or other causes. Unless expressly agreed in a separate written agreement with the Operator, no service-level guarantee or automatic service credit applies.

• Subject to Section 11, the Operator is not liable for losses arising from unavailability, interruption, delay, or failure of the Service, including an inability to create, deliver, display, scan, or validate passes, process payments, or access accounts or data.
• The Customer is responsible for maintaining reasonable contingency procedures appropriate to its events and operations, including alternative admission or verification methods and lawful backups of essential information. The Customer should not rely on the Service as its sole means of managing time-critical admissions.
• The exclusions in this section and Section 9 do not apply to the extent a loss is caused by the Operator's gross negligence or willful misconduct. Any remaining liability is subject to the monetary cap and exceptions in Section 11.

11. Disclaimer of Warranties and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE OPERATOR DOES NOT WARRANT THAT THE SERVICE WILL MEET THE CUSTOMER'S OR ANY USER'S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR ERRORS. THE FOLLOWING EXCLUSIONS AND LIMITATIONS APPLY SUBJECT TO THE EXPRESS EXCEPTIONS BELOW:

• Protected persons: the exclusions and limitations in Sections 9, 10, and 11 benefit the Operator, its affiliates, and their respective directors, officers, employees, contractors, agents, and representatives, for acts or omissions in connection with providing the Service in those capacities (collectively, the "Protected Persons"). Each Protected Person is an intended third-party beneficiary entitled to rely on and enforce those provisions to the extent permitted by applicable law.
• Excluded losses: the Protected Persons are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages. They are also not liable for lost profits, revenue, business opportunities, goodwill, or anticipated savings; business interruption; loss or corruption of data; lost admissions or ticket sales; refunds, credits, or compensation the Customer provides or owes to attendees or other third parties; or costs of substitute services or manual admission and verification, whether those listed losses are characterized as direct or indirect. These exclusions apply to losses arising out of or relating to the Service, including downtime, failed or incorrect pass validation, payment failures, and third-party service failures. They do not apply to the extent a loss is caused by a Protected Person's gross negligence or willful misconduct.
• Monetary cap: the total combined liability of all Protected Persons to the Customer and all Users acting on its behalf for any claim or series of claims arising from the same or related events shall not exceed the subscription fees actually paid by or on behalf of the Customer for the monthly subscription period in which the first event giving rise to those claims occurred. For an annual subscription, the cap is one-twelfth of the subscription fee actually paid for the annual subscription period in which that first event occurred. Payments collected through a payment provider count as fees paid. For a free subscription, the cap is zero, except where applicable law requires otherwise. The cap is shared across all related claims, claimants, and Protected Persons and is not multiplied by the number of claims, Users, or defendants.
• Scope: these exclusions and the monetary cap apply regardless of the legal basis of a claim, including contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, even if the possibility of the loss was foreseeable or disclosed. Subject to the exceptions below, the monetary cap also applies to liability for gross negligence or willful misconduct to the extent that such liability may lawfully be limited. These provisions survive termination of the Terms.
• Exceptions and mandatory rights: nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. Nothing removes mandatory consumer rights or any refund, payment-correction, or data-protection obligation that cannot lawfully be excluded or limited. If applicable law does not permit an exclusion or limitation, it applies only to the maximum extent that law permits. These exceptions control over any conflicting provision in Sections 9, 10, or 11.

12. Indemnification

The User agrees to indemnify, defend, and hold harmless Dima Labs Inc, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from the User's violation of these Terms, infringement of third-party rights, or violation of applicable laws in connection with the User's use of the Service.

13. Offers and Redemption

The Customer may use the Service to configure Offers and issue Passes containing those Offers. The Customer is responsible for the Offers it makes available to Pass Recipients. The Operator provides the software used to manage Offers and record redemptions; it does not supply or guarantee the underlying benefits.

• Offer terms and fulfillment: the Customer must have authority to make each Offer available and must secure any arrangements needed to fulfill it at participating locations. Before a Pass Recipient purchases or receives a Pass, the Customer must clearly disclose the applicable Offer descriptions, eligibility requirements, participating locations, usage limits, validity periods, restrictions, and cancellation and refund conditions. The Customer is responsible for the accuracy and lawfulness of those conditions and for fulfillment of the Offers, including fulfillment by any third party it engages.
• Validation and redemption: a successful validation or recorded redemption reflects the rules and information held by the Service at that time. It does not guarantee that the underlying benefit has been delivered, that stock or capacity is available, or that a reservation exists. The Customer is responsible for checking eligibility and delivering the benefit. For discount Offers, the Customer is responsible for calculating and applying the discount; the Service records redemption and does not itself apply a discount at the point of sale.
• Issued Offers and changes: editing an Offer or its template does not automatically update the redemption configuration already issued with a Pass. Suspending an Offer, disabling a participating location, or revoking a Pass may prevent redemption through the Service, but does not by itself cancel the Customer's obligations to Pass Recipients. The Customer must ensure that any change, suspension, withdrawal, or expiry is lawful and consistent with the conditions communicated to Pass Recipients, and must provide any required notice, alternative fulfillment, or refund.
• Complaints and corrections: the Customer is responsible for handling Pass Recipient complaints concerning Offer terms, fulfillment, eligibility, and refunds, and for investigating and correcting mistaken redemptions using the available Service controls. A correction to a redemption record does not itself refund a payment or reverse a benefit already delivered. Claims against the Operator concerning the operation of the Service remain subject to Sections 9, 10, and 11, including their exceptions and mandatory-rights protections.
• Pass security: the Customer must take reasonable steps to protect Pass codes and access links and inform Pass Recipients that sharing them may expose Pass details or enable unauthorized use. The Customer is responsible for establishing and communicating any identity-verification or transfer restrictions applicable to its Offers.
• Applicable law: the Customer must comply with laws applicable to its Offers, including consumer protection, advertising, voucher, gift-card, and promotional-benefit requirements where applicable. Technical controls for expiry, suspension, revocation, or redemption limits do not establish that a restriction is legally permitted. Nothing in this section limits rights of Pass Recipients that cannot lawfully be excluded.

14. Termination

The User may terminate use of the Service at any time by deleting the account or canceling the subscription. The Operator may suspend or terminate the User's access to the Service if the User violates these Terms, fails to pay for the subscription, or for other reasons permitted by law. Upon termination, User data may be deleted in accordance with the Privacy Policy. It is recommended to export any necessary data before deleting the account.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms if such failure or delay results from circumstances beyond their reasonable control, including but not limited to: natural disasters, acts of war or terrorism, epidemics or pandemics, government actions, telecommunications or power failures, or other force majeure events.

16. Governing Law and Dispute Resolution

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their formation, validity, interpretation, performance, breach, or termination and any related non-contractual claims, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The following dispute resolution provisions apply to the Operator, the Customer, and each User:

• The parties to a dispute agree to first attempt to resolve it through good faith negotiations. If the dispute is not resolved within 30 days after written notice describing it is received, it must be brought exclusively in the courts located in Toronto, Ontario, Canada. The Operator, the Customer, and each User submit to the jurisdiction of those courts and, to the extent permitted by applicable law, waive objections based on venue or an inconvenient forum.
• This choice of law and exclusive jurisdiction applies equally to Service-related claims involving either party, their respective affiliates, and each of their respective directors, officers, employees, contractors, agents, and representatives, to the extent those claims concern acts or omissions in connection with the Service in those capacities. This includes claims involving an employer that is the Customer. The Operator, the Customer, and each User agree to bring such claims only in the courts specified above. These persons and entities are intended third-party beneficiaries of this paragraph and may rely on and enforce it to the extent permitted by applicable law.
• Nothing in this section overrides mandatory rights or protections under applicable law, including consumer protection laws in the Customer's or User's country of residence, or prevents proceedings in another court where applicable law gives a right that cannot lawfully be waived. The negotiation requirement does not prevent a party from seeking urgent interim relief or filing a claim before an applicable limitation period expires.
• BY ACCEPTING THESE TERMS, THE CUSTOMER AND EACH USER WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE OPERATOR, except where such waiver is prohibited by applicable law or would be unenforceable. This waiver does not affect rights under mandatory consumer protection laws.

17. Changes to Terms

The Operator reserves the right to modify these Terms at any time. The Operator will provide at least 30 days' notice of material changes by posting the updated Terms on the website and/or sending a notification to the email address associated with the User's account. The User's continued use of the Service after the changes take effect constitutes acceptance of the updated Terms. If the User does not agree with the changes, the User may terminate use of the Service before the changes become effective.

18. Contact Information

If the User has any questions about these Terms of Service, please contact the Operator. Dima Labs Inc is an Ontario corporation based in Canada. [email protected]