Read the terms below and sign to confirm your partnership with Scalpr.
Effective upon signature
This Venue Partnership Agreement (the "Agreement") is entered into between scalpr, Inc. ("Scalpr") and the venue identified in the signature block below ("Venue Partner"). By signing this Agreement, both parties agree to the following terms.
1. Seat Availability
Venue Partner agrees to make unsold seats available to Scalpr members on a listing-by-listing basis through the Scalpr platform. Venue Partner has full discretion over which events to list, how many seats to make available, and when to post listings. There are no minimum listing requirements.
2. Member Access
Scalpr members are paying subscribers who redeem credits to claim seats. Scalpr handles all member acquisition, subscription billing, and credit management. Venue Partner does not collect any payment from members directly.
3. Payout
Scalpr pays Venue Partner a fixed rate for each member credit redeemed on a seat at Venue Partner's event, confirmed in writing at onboarding. Members never pay Venue Partner directly; Scalpr remits the payout. Complimentary or $0 face-value events carry no payout. For Founding Partners this rate is the highest per-credit rate Scalpr offers, carries no deducted commission, and will not be reduced for the life of the partnership.
4. Credits
Scalpr sets the number of member credits required to claim a seat, based on the event's face value and Scalpr's published guidelines. Venue Partner does not set or adjust credits. Scalpr will not set credits for an event below the level required to pay Venue Partner at least that event's face value.
5. Payment Terms
Scalpr pays Venue Partner monthly via direct deposit, covering the payout for all seats claimed during the prior calendar month, issued within 30 days of month end. Scalpr provides an itemized statement with each payment detailing events, seats claimed, credits redeemed, and the payout for each. If Venue Partner cancels an event or moves it to a different date, Scalpr returns the credits to every member who claimed a seat, no payout is due for those claims, and they are removed from that period's statement. The no-show provision below applies only where the event takes place as listed.
6. No-Show Policy
Venue Partner is paid for every seat claimed by a member, regardless of whether the member attends. Payment is triggered at the moment a seat is claimed. There are no deductions for member no-shows.
7. Venue Control
Venue Partner retains full control over its programming, pricing, and operations. Scalpr does not interfere with the Venue Partner's existing ticketing arrangements, customer relationships, or event operations. Scalpr members are presented as regular attendees at the door and identified only by a QR code.
8. Brand and Confidentiality
Both parties agree to keep the specific payout rate confidential. Scalpr may identify Venue Partner as a partner for general marketing purposes (e.g., listing the venue on the platform). Venue Partner may publicly describe its participation in Scalpr at its discretion.
9. Analytics and Dashboard
Venue Partner will receive access to a Scalpr venue dashboard showing event listings, seats claimed, member demographics (age range, neighborhood, attendance frequency), payout history, and the venue's Scalpr Score. Each venue's data is private and not visible to other venue partners.
10. Scalpr Score
Scalpr members may rate events they attend on a 1-10 scale. Ratings are aggregated into the venue's Scalpr Score, which is displayed publicly on the Scalpr platform. Venue Partner acknowledges that ratings are member-generated and Scalpr does not edit or remove individual ratings except in cases of clear abuse.
11. Term and Termination
This Agreement begins on the date of signature and continues month-to-month. Either party may terminate with 30 days written notice (email sufficient). Termination does not affect payment obligations for credits already redeemed.
12. Non-Exclusivity
This Agreement is non-exclusive. Venue Partner may participate in other ticketing, discount, or subscription programs. Scalpr may partner with other venues, including competitors of Venue Partner.
13. No-Show Policy
Scalpr's payout obligation to Venue Partner is triggered at the moment a member claims a seat, not at check-in. If a member claims a seat but does not attend, Venue Partner still receives the full payout for that claimed seat. Scalpr bears the risk of member no-shows and will not claw back any payout on that basis.
14. Limitation of Liability
To the maximum extent permitted by applicable law, Scalpr's total liability to Venue Partner for any claim arising under this Agreement shall not exceed the total payout amounts paid to Venue Partner in the three months preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages. Nothing in this section limits either party's liability for fraud or intentional misconduct.
15. Force Majeure
Neither party shall be liable for failure to perform obligations under this Agreement due to causes beyond their reasonable control, including but not limited to natural disasters, government orders, pandemics, or platform outages. The affected party shall notify the other promptly and resume performance as soon as reasonably possible.
16. Independent Parties
Scalpr and Venue Partner are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Venue Partner alone operates its events and premises; Scalpr does not operate, control, or staff any event or venue and is not the organizer or host of any event. Venue Partner is solely responsible for the safety, conduct, licensing, and operation of its events and premises.
17. Venue Representations & Indemnification
Venue Partner represents and warrants that it has the full right, authority, and all licenses and permits necessary to make the seats and admission it offers available through Scalpr, and that it will comply with all applicable laws in operating its events. Venue Partner will indemnify and hold harmless Scalpr and its officers, members, and employees from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising out of Venue Partner's events, premises, acts or omissions, or breach of this Agreement, except to the extent caused by Scalpr's own gross negligence or willful misconduct.
18. Interim Agreement, Updates & Governing Law
This is an initial partnership agreement reflecting the current understanding between the parties and supersedes prior discussions. scalpr may provide an updated Venue Partnership Agreement, and the then-current version will govern continued participation. Either party may end the partnership at any time on 30 days written notice, including if it does not wish to continue under updated terms; termination does not affect payouts already earned. This Agreement is governed by the laws of the State of New York, and any disputes shall be resolved in the state or federal courts of New York County, New York, to whose jurisdiction both parties consent.
By typing your full name below, you agree that this constitutes your legally binding electronic signature and that you have read, understood, and agree to the terms of this Venue Partnership Agreement on behalf of your venue.
Your signature, IP address, and timestamp will be recorded. This electronic signature is legally binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.
Scalpr will confirm your payout rate and onboard you within 1-2 business days.
Your signature has been received. Welcome to Scalpr.
You'll receive a confirmation email shortly. Noah will follow up within 1-2 business days to confirm your payout rate and get your venue set up on the platform.