Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and underpass ("underpass," "we," "us") covering underpass.live, the underpass iOS app, our emails and related services (the "Service"). You accept them by creating an account (where we ask you to agree before your account is created) or by using the Service. Our Privacy Policy is part of these Terms.

If you use the Service for a venue, label, promoter or other organization, you confirm you have authority to accept these Terms for it, and "you" includes that organization.

underpass is an independent guide to live music and events in the New York City area. We gather event details (dates, times, venues, lineups, prices and ticket links) from public sources and from partners, and organize them so you can find a show. Using the Service is free. We are paid by venues, artists and other live-music businesses for promoted placements, which are always labeled.

We are not a ticket seller, promoter or venue. We don't sell or resell tickets, process payments, or add fees, and we are not a party to any purchase you make.

We work to keep listings accurate, but events are cancelled, moved, sold out and repriced without notice to us. We do not guarantee that any listing, price, time, lineup, age restriction, availability or preview is accurate, complete or current. Confirm with the venue or official ticket seller before you rely on it.

We may change, add or remove features, or pause the Service, at any time.

You can browse without an account. To save shows, use Match across devices or get recommendations, you need one. You must be at least 18 and give accurate information, including your real date of birth. One account per person; accounts can't be sold or transferred.

You're responsible for activity on your account and for keeping your password and email inbox secure. Tell us right away at hello@underpass.live if you think someone else has access.

You can delete your account at any time in Profile, on the web or in the app.

You agree not to:

• use automated tools (bots, crawlers, scripts) to access the Service or copy its content in bulk, or build a competing database from it;
• copy, resell, frame or republish the Service or its listings, except for sharing individual shows with friends;
• reverse engineer, probe, scan or test the Service's security, or get around any limit or protection;
• overload, disrupt or interfere with the Service or the people using it;
• create accounts with false details, impersonate anyone, or misrepresent a connection to a venue or artist;
• submit anything unlawful, misleading, infringing, hateful or harmful; or
• use the Service in a way that breaks the law or anyone's rights.

We may investigate breaches of these rules, remove content, suspend or close accounts, and report illegal activity to the authorities.

Your saves, preferences, messages and anything partners submit for a placement (artwork, copy, audio, links) remain yours. You grant underpass a worldwide, non-exclusive, royalty-free license to host, store, copy, format, display and distribute that content only to operate, provide and improve the Service, and, for placement materials, to run and show the placement you asked for. The license ends when the content is deleted, except for copies in backups and records we are allowed to keep under the Privacy Policy.

You confirm you have the rights to anything you submit and that it doesn't break any law or anyone's rights. We may decline or remove any submission.

For everyone. A placement labeled "Featured" or "Sponsored" has been promoted by underpass or paid for by a venue, artist, promoter or other business. The label is always visible on the placement. Payment buys position, not editorial treatment: it doesn't change whether or how any other show is listed, and organic listings are free. We choose placements by page and date only, never by your personal information.

For partners and advertisers. If you buy or request a placement:

• The quote, dates, placements and price we agree in writing (an "order") control that campaign. If an order conflicts with these Terms, the order wins for that campaign.
• You confirm that you own or have licensed everything you supply, that it is accurate (including prices, dates and lineups), and that it and the page it links to comply with the law, including advertising, consumer-protection and ticket-sale laws.
• We may review, edit for format, decline, pause or remove any placement at any time, including to keep it accurate or labeled. If we remove a live placement for reasons unrelated to your conduct, we refund the undelivered portion.
• Fees are otherwise non-refundable once a campaign goes live. We don't guarantee any number of views, clicks or ticket sales. Reported view counts are our best measure and are approximate.
• Partner accounts, console access and reports are confidential to you and may be ended by us at any time.
• You will defend and indemnify underpass against claims arising from your materials, your linked pages or your event.

We don't currently earn commissions on ticket links. If that changes, we'll update this section and the affected links will be disclosed.

Every listing names the venue and links to an official ticket source. We don't place our own checkout between fans and the seller, and we don't interfere with any venue's or seller's website, systems or data.

If you run a venue, artist or promoter account, or a ticketing service, or you hold rights in anything shown on the Service, you can ask us to correct a listing, change attribution, point it to a different official ticket page, or remove it. Email hello@underpass.live from an address connected to you, or with enough detail for us to confirm who you are. We handle verified requests promptly, usually within a few business days, at no cost and with no agreement required.

Event artwork, logos and photos belong to their owners and appear only to identify the event they relate to. Names of venues, artists and ticketing services are their owners' trademarks; their appearance does not mean they endorse or are affiliated with underpass.

underpass owns or licenses the Service, including its name, logo, design, software, written content and the selection and arrangement of listings. We give you a personal, revocable, non-transferable license to use the Service for your own non-commercial purposes under these Terms. No other rights are granted. If you send us feedback or ideas, we may use them without owing you anything.

We respond to notices under the Digital Millennium Copyright Act (17 U.S.C. § 512). Send notices to our designated agent at dmca@underpass.live and include:

1. your physical or electronic signature;
2. the copyrighted work you say is infringed;
3. the material on the Service you want removed, with enough detail (such as a link) for us to find it;
4. your name, address, phone number and email;
5. a statement that you believe in good faith the use is not authorized by the owner, its agent or the law; and
6. a statement, under penalty of perjury, that your notice is accurate and you are the owner or authorized to act for the owner.

We remove or disable material named in a valid notice promptly, usually within 48 hours. If your material was removed and you believe it was a mistake, you can send a counter-notice to the same address with the information required by 17 U.S.C. § 512(g). We close the accounts of repeat infringers. Knowingly false notices or counter-notices can create liability under 17 U.S.C. § 512(f).

The Service links to and loads content from websites and services we don't control, including ticket sellers, venues, Spotify, Apple Music and map providers. We aren't responsible for them, their content, their prices or fees, or their practices. Any purchase, refund, cancellation or dispute is between you and the seller, under the seller's terms.

We have no role in producing, staffing, securing or running any event, and we don't check venues for safety, accessibility or age policies. Live events carry risks, including crowds, loud sound, alcohol, travel and the conduct of others. You attend at your own risk, and you are responsible for following venue rules and the law.

Your use of the app is also subject to the Apple Media Services Terms. For an app downloaded from the Apple App Store:

• These Terms are between you and underpass only, not Apple. underpass, not Apple, is solely responsible for the app and its content.
• Your license to use the app is limited to Apple-branded devices you own or control, as permitted by the Usage Rules in the Apple Media Services Terms.
• Apple has no obligation to provide maintenance or support for the app. Support questions go to hello@underpass.live.
• If the app fails to meet an applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any. To the extent the law allows, Apple has no other warranty obligation for the app.
• underpass, not Apple, is responsible for handling any claims relating to the app, including product liability claims, claims that it fails to meet legal or regulatory requirements, consumer protection or privacy claims, and claims that it infringes someone's intellectual property.
• You confirm you are not in a country subject to a U.S. government embargo or designated as supporting terrorism, and you are not on any U.S. government list of prohibited or restricted parties.
• You must follow any third-party terms that apply when you use the app, such as your wireless carrier's.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

The Service is provided "as is" and "as available," without warranties of any kind, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, to the fullest extent the law allows. We do not warrant that the Service will be uninterrupted, secure or error-free, or that any event information is accurate, complete or current.

To the fullest extent the law allows, underpass and the people who run it, work on it or supply it will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data, goodwill or opportunity, arising from or related to the Service or these Terms, under any legal theory, even if we were told they were possible. This includes losses from inaccurate, changed or cancelled listings, tickets you buy from others, events you attend, and third-party sites.

Our total liability for all claims relating to the Service or these Terms is limited to the greater of the amount you paid us in the 12 months before the claim arose and US $100.

Some places don't allow some of these exclusions or limits. Where that's the case, they apply to the fullest extent the law allows. Nothing in these Terms limits liability that cannot be limited by law.

To the extent the law allows, you will defend, indemnify and hold harmless underpass and the people who run it, work on it or supply it from claims, losses, damages and costs (including reasonable legal fees) arising from your breach of these Terms, your content or materials, your misuse of the Service, or your violation of law or anyone's rights.

Talk to us first. Before starting any formal claim, send a written description of the dispute, with your name and account email, to hello@underpass.live. We both agree to try in good faith to resolve it for 30 days. Deadlines to bring the claim are paused during that time.

Agreement to arbitrate. If it isn't resolved, any dispute arising from or relating to these Terms or the Service will be settled by final, binding arbitration rather than in court, except as stated below. The Federal Arbitration Act governs this section. The American Arbitration Association will administer the arbitration under its Consumer Arbitration Rules, before one arbitrator. The seat is New Jersey, but you may take part by phone or video, and claims of $25,000 or less may be decided on written submissions unless the arbitrator decides a hearing is needed. Fees are paid as the AAA rules provide. The arbitrator decides questions about the scope and enforceability of this section, except that a court decides the class waiver below.

Exceptions. Either of us may bring an individual claim in small claims court, or ask a court to stop infringement or misuse of intellectual property.

No class actions or juries. Claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and the arbitrator may not combine more than one person's claims. You and underpass each waive a jury trial. If this waiver is found unenforceable for a particular claim, that claim goes to court and the rest of this section still applies.

Mass filings. If 25 or more similar demands are filed by or with the help of the same or coordinated lawyers, they will be administered in batches, with deadlines paused for demands waiting their turn.

30-day opt-out. You can opt out of this arbitration agreement by emailing hello@underpass.live within 30 days of first accepting these Terms, with your name, account email and a clear statement that you opt out. Opting out doesn't affect the rest of these Terms.

Changes to this section. If we change this section, the change won't apply to a dispute you've already told us about, and you can reject it by emailing us within 30 days of the change.

Governing law and courts. New Jersey law and applicable U.S. federal law govern these Terms, without regard to conflict-of-law rules. Claims not subject to arbitration will be heard only in the state or federal courts in New Jersey, and we both consent to their jurisdiction. If you live outside the United States, this doesn't take away mandatory protections of the law where you live.

Time limit. To the extent the law allows, any claim must be brought within one year after it arose.

You can stop using the Service and delete your account at any time. We may suspend or end your access if you break these Terms, if we're required to by law, or if we stop offering the Service, and we will tell you when we reasonably can. Sections that by their nature should continue (including your content license, placement terms, disclaimers, limits on liability, indemnity and disputes) survive.

Changes. We may update these Terms. We'll post the new version here with a new effective date and, for material changes, notify signed-up users by email or in the Service before they take effect. Continuing to use the Service after that means you accept the update.

Whole agreement. These Terms, the Privacy Policy and any order for a placement are the whole agreement between you and underpass about the Service.

Other terms. If part of these Terms can't be enforced, the rest still applies. Not enforcing a right isn't a waiver of it. You can't transfer these Terms without our consent; we may transfer them as part of a merger, acquisition or sale of assets. We're not responsible for delays or failures caused by events beyond our reasonable control. Headings are for convenience.

Notices. We may send notices to your account email or show them in the Service. Send notices to us at hello@underpass.live.