School Customer Agreement

This School Customer Agreement is between VyNext and the school that activates VyNext services. By accepting this agreement, the authorized representative confirms they have the authority to bind the school.

VyNext provides a technology platform for events, ticketing, admissions, season passes, box-office, concessions, merchandise, payments, communications, reporting, and related school operations. The features available to a school depend on its subscription tier and configuration.

The school is responsible for its events, schedules, venues, ticket availability, pricing, capacity, cancellations, postponements, refund policies, products, concessions, merchandise, taxes, and compliance with applicable law.

The school remains the seller of its tickets, products, and concessions. VyNext provides technology and does not become the seller merely because the platform is used.

Additional data-protection terms apply under the VyNext School Data Protection Addendum. VyNext processes school-controlled information to provide the services and does not sell school-controlled student personal information.

Subscription fees, transaction fees, and payment-processing terms are governed by the school’s subscription configuration and applicable billing terms.

For transactions involving the School’s tickets, admissions, season passes, concessions, merchandise, registrations, and other School offerings, the School is the seller or event organizer and VyNext is the technology platform. Electronic payments may be processed through the School’s connected Stripe account or another supported processor. VyNext does not become the event organizer, seller, or custodian of School funds merely because the Platform facilitates or records a transaction.

The School authorizes VyNext to assess the subscription, platform, transaction, and other fees established by the School’s applicable pricing arrangement. Depending on the configuration, disclosed fees may be paid by the purchaser or absorbed by the School. Exact pricing is governed by the School’s applicable plan, order, or pricing terms.

The School is responsible for refunds, chargebacks, disputes, reversals, negative balances, and other payment adjustments arising from the School’s transactions, except to the extent directly caused by a verified VyNext error or misconduct. VyNext may provide transaction records, ticket delivery information, refund-policy records, admission records, and other available evidence to assist the School with legitimate disputes.

The School must complete and maintain any onboarding, verification, and account requirements imposed by Stripe or another applicable payment processor. VyNext does not guarantee processor approval, payout timing, continued processing eligibility, or uninterrupted third-party payment services. VyNext may restrict payment functionality when a connected payment account is restricted, disabled, compromised, or otherwise unable to process transactions safely or lawfully.

For cash transactions, VyNext records the transaction but does not receive, possess, safeguard, reconcile, or deposit the physical cash. The School is responsible for cash handling, employee access, shortages, theft, deposits, reconciliation, and its internal financial controls.

Unless VyNext expressly agrees otherwise in writing, the School is responsible for determining and satisfying taxes, licenses, permits, product requirements, food-service obligations, fulfillment duties, and other legal requirements applicable to the School’s events, sales, concessions, merchandise, and other offerings.

The School is responsible for selecting and honoring the refund policy applicable to each ticketed event. Where an applicable policy requires refunds because the School cancels an event, VyNext may administer the cancellation-refund workflow established by the Platform, including required notices and automatic processing after the applicable School action period.

VyNext platform or service fees and third-party payment-processing fees are nonrefundable by default, including when an event is canceled, because the transaction and ticketing services have already been provided. The School may request a separate VyNext review of a platform-fee exception. Only VyNext may approve reversal of its platform fee. If VyNext denies the request, the School may choose to provide an equivalent additional customer refund from the School’s connected payment balance. Applicable law controls where it requires a different result.

The School may use VyNext to record walk-up admissions and other in-person transactions. The School remains responsible for the sale, the accuracy of staff-entered information, admission decisions, cash handling, and compliance with its own financial-control procedures.

For cash transactions, VyNext functions as a recordkeeping and point-of-sale tool only. VyNext does not receive or possess the cash and is not responsible for cash drawers, change, shortages, overages, theft, employee handling, deposits, or reconciliation except to the extent a verified VyNext software error caused an inaccurate Platform record.

The School is responsible for limiting box-office and point-of-sale access to authorized personnel and for reviewing transaction and audit records appropriate to its internal controls.

Products offered through School concession stands or merchandise stores are sold by the School. The School controls product selection, descriptions, prices, availability, inventory, discounts, taxes, fulfillment, returns, and customer-service decisions relating to those products.

The School is responsible for food preparation, food safety, allergen information, permits, licenses, age-restricted products, product safety, product quality, and other legal or operational requirements applicable to what it sells. VyNext does not inspect, prepare, manufacture, possess, or warrant School concession or merchandise products merely because the Platform is used to sell or record them.

VyNext may provide inventory, transaction, payment, reporting, and other commerce tools. Platform inventory counts and reports assist School operations but do not replace the School’s responsibility to verify physical inventory, cash, fulfillment, and accounting records.

VyNext will make reasonable efforts to maintain and improve the accessibility of Platform functionality that VyNext controls. The School is responsible for the accessibility, accuracy, and legality of School-controlled content it uploads or publishes, including images, documents, event descriptions, venue information, product information, and other materials.

The School will reasonably cooperate with VyNext when an accessibility issue involves School-controlled content or information. VyNext will reasonably cooperate with the School when an accessibility issue concerns Platform functionality controlled by VyNext.

The School authorizes VyNext to deliver operational, transactional, security, billing, legal, support, event, refund, and other service-related electronic communications reasonably necessary to provide the Platform. The School is responsible for maintaining accurate administrative contact information and for configuring authorized recipients where the Platform provides those controls.

When the School uses VyNext communication tools to send its own messages, the School is responsible for the content, recipients, and lawful basis for those communications. The School may not use VyNext communication functionality for unlawful spam, deceptive messaging, or communications that violate applicable consent or opt-out requirements.

VyNext maintains administrative, technical, and organizational safeguards appropriate to the Platform and the information processed, including authentication, role- and school-scoped access controls, audit capabilities, transaction protections, and security monitoring appropriate to the services provided. The School is responsible for protecting its credentials, promptly removing access for personnel who no longer require it, assigning appropriate permissions, and notifying VyNext of suspected unauthorized access involving its environment.

VyNext will investigate suspected security incidents affecting School Data and take reasonable containment, remediation, and recovery measures. When a confirmed incident triggers a legal or contractual notification obligation, VyNext will notify the affected School without unreasonable delay and provide information reasonably available to support the School’s response. The parties will reasonably cooperate regarding required notices, investigation, remediation, and legally required communications.

VyNext retains School Data for as long as reasonably necessary to provide the Platform and for legitimate operational, security, accounting, transaction, refund, chargeback, fraud-prevention, audit, dispute-resolution, and legal purposes. Retention periods may differ by data type and applicable requirement.

Upon a valid School request or termination of the School relationship, VyNext will make reasonable efforts to provide an export of eligible School-controlled data in a reasonably usable format using the export capabilities then available. The School is responsible for requesting and preserving any export it requires before the applicable offboarding period expires.

Following offboarding, VyNext may delete or de-identify School Data that is no longer reasonably necessary. VyNext may retain records that must or reasonably should be preserved for completed financial transactions, tickets and admissions, refunds, disputes, accounting, fraud prevention, security, audit trails, backups, legal obligations, or enforcement of agreements. Retained information remains subject to applicable confidentiality and data-protection obligations and will not be retained merely to prevent a former School from leaving VyNext.

When a School relationship ends, VyNext may disable new sales, administrative access, payment functionality, public School functionality, or other services at an appropriate point in the offboarding process while preserving access or records reasonably necessary to complete pending refunds, disputes, settlements, exports, or legal obligations.

The School remains responsible for obligations arising from transactions completed before termination, including valid refunds, chargebacks, disputes, taxes, purchaser obligations, and amounts properly due. Termination does not transfer the School’s event, product, or purchaser responsibilities to VyNext.

VyNext may suspend or terminate access where reasonably necessary because of unlawful activity, fraud, security threats, payment misuse, material breach, nonpayment of amounts properly due, processor restrictions, or material risk to VyNext, another School, purchasers, or a third-party provider. Where reasonably practicable, VyNext will provide notice and an opportunity to cure an ordinary material breach before permanent termination.

VyNext may use third-party providers and subprocessors to operate portions of the Platform, including infrastructure, hosting, authentication, payment processing, email delivery, security, monitoring, analytics, customer support, and other technology services. VyNext will use reasonable diligence when selecting providers that process protected School Data and will require protections appropriate to the services performed.

VyNext will maintain information identifying material subprocessors that process protected School Data and will make that information available to Schools through an appropriate published or contractual channel as the production vendor list is finalized. VyNext remains responsible for its contractual obligations concerning School Data even when an approved provider performs processing on VyNext’s behalf, subject to applicable contractual limitations and law.

VyNext will use commercially reasonable efforts to operate and support the Platform and to address reported defects, security concerns, and service interruptions according to their severity and available support channels. Unless a separate written service-level agreement expressly provides otherwise, VyNext does not guarantee a particular uptime percentage, response time, resolution time, or uninterrupted availability.

The School will provide reasonably complete information when requesting support and will cooperate with troubleshooting steps appropriate to the issue. Planned maintenance, emergency maintenance, internet or device failures, payment-processor outages, third-party service failures, force-majeure events, and circumstances outside VyNext’s reasonable control may affect availability.

VyNext warrants that it will provide the Platform in a professional and workmanlike manner consistent with the nature of the services. Except for express commitments in this Agreement or another signed written agreement, and to the maximum extent permitted by law, the Platform is provided “as is” and “as available.”

VyNext does not warrant that every School event will occur as planned, that School-provided information will be accurate, that third-party services will always be available, that every payment will be approved, or that the Platform will be completely uninterrupted or error-free. The School is responsible for its own events, content, products, personnel, devices, networks, and operational decisions.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss of business opportunity arising from this Agreement, even if advised that such damages were possible.

Except for liabilities that cannot lawfully be limited and except where a separate signed agreement establishes a different cap, VyNext’s aggregate liability arising from or relating to this Agreement will not exceed the greater of (a) the fees paid or payable directly to VyNext by the School during the twelve months immediately preceding the event giving rise to the claim or (b) $1,000. This limitation is intended to allocate risk in light of the pricing and nature of the Platform and does not excuse VyNext from obligations that applicable law does not permit it to limit.

To the extent permitted by applicable law, the School will defend or indemnify VyNext against third-party claims, damages, and reasonable costs arising from the School’s events, venue operations, School-provided content, products, concessions, merchandise, unlawful use of the Platform, violation of law, or breach of this Agreement, except to the extent the claim was caused by VyNext’s own breach, negligence, willful misconduct, or violation of law.

VyNext will defend or indemnify the School against third-party claims that the unmodified VyNext Platform, when used as authorized, infringes a United States intellectual-property right, and against third-party claims to the extent directly caused by VyNext’s violation of law, negligence, willful misconduct, or material breach of its data-protection obligations, subject to applicable limitations in this Agreement. The indemnified party must provide reasonably prompt notice and cooperation, and the indemnifying party may control the defense and settlement provided it does not admit fault or impose nonmonetary obligations on the indemnified party without consent.

Nothing in this section requires a public School or governmental entity to provide indemnification beyond what it may lawfully provide under applicable state law, constitutional limitations, or governmental-immunity rules. Where such restrictions apply, the parties’ responsibilities will be interpreted to the maximum lawful extent.

This Agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-law principles, except where applicable law requires otherwise. Before filing a lawsuit concerning an ordinary contractual dispute, the parties will make a good-faith effort to resolve the matter through authorized representatives after written notice describing the dispute.

Unless prohibited by law or a different forum is required for a public School, judicial proceedings arising from this Agreement will be brought in a court of competent jurisdiction in South Carolina. Nothing in this Agreement waives sovereign immunity, governmental immunity, statutory defenses, venue protections, or other rights that a public School cannot lawfully waive.

This Agreement, together with incorporated data-protection terms, applicable pricing or order terms, and other expressly incorporated written terms, constitutes the agreement governing the School’s use of VyNext. If provisions conflict, a specifically negotiated and signed written agreement controls over these standard terms for the subject it expressly addresses.

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except that this does not excuse payment, refund, data-protection, or other obligations that can reasonably continue despite the event. A failure to enforce a provision is not a waiver of future enforcement. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law.

The School may not transfer this Agreement to another unrelated entity without VyNext’s consent, except as permitted by law in connection with governmental reorganization or a successor educational entity. VyNext may assign this Agreement in connection with a merger, acquisition, financing, corporate reorganization, or transfer of substantially all of the VyNext business, subject to applicable data-protection obligations.

This Agreement begins when accepted by an authorized School representative and continues while the School maintains an active VyNext relationship unless terminated under this Agreement or another applicable written arrangement.