Merchant Agreement for Organizers in the European Union (Tixify Pass)

Before you start taking payments in our Platform, you need to read and accept our Merchant Agreement for Organizers in the European Union.

This Merchant Agreement applies to you if you use the Tixify Ticketing Services (Tixify Pass)

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Tixify Terms of Service by reference.

Nothing in this Merchant Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Service.

Please read this Merchant Agreement carefully: it contains important information about payment and refund terms and requirements, event prohibitions, rights you provide to us, and other rights, representations and liabilities.

Further, any terms herein are governed by the dispute resolution terms and subject to all other terms of the Terms of Service, including the arbitration provisions set forth in the Terms of Service. We recommend that you read those Terms, as they may affect your rights.

Tixify's products, features and offerings are available (a) online through various Tixify properties including without limitation, Tixify.com, Tixify.me, Tixify.net, Tixify.app, and Tixi.fyi ("Site(s)"); (b) off platform, including without limitation, Tixify RFID Handheld Devices and Self-Serve Kiosks, Tixify Access Control Management, Tixify Social and Experiential Activations, Tixify On-site Support, Tixify Fulfilment, Tixify Logistics, and marketing or distribution services; and (c) through mobile applications, webpages, application programming interfaces, and subdomains ("Applications"). (a), (b), and (c) are collectively referred to as "Tixify Properties" or our "Services".

Tixify Europe is a Czech Republic corporation with its principal place of business at Bilkova 855/19, Stare Mesto, Praha, 110 00, Czech Republic ("Tixify", "We", "Us", "Our" ). When this Merchant Agreement mentions "Tixify," "we," "us," or "our," it refers to Tixify Limited and its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.

An "Affiliate" of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to this Merchant Agreement or thereafter. For purposes of this Agreement, "control" means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity.

When this Merchant Agreement uses the term "Organizer" we mean event creators using the Services to manage RFID Cashless Payments, RFID Access Control, RFID Experiential Activations, RFID Lead Capture (a) to consume information about events, create or manage topups and refunds or to download purchase history ("Consumers"), or (b) for any other reason. Organizers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users", "you" or "your".

The following policy sets forth the terms and conditions upon which Organizers can use the Services to collect sales proceeds for an event selling cashless credit (this "Merchant Agreement").

By accepting the Terms of Service, you agree to the terms of this Merchant Agreement without modification and enter into a binding contract with Tixify, which will be applicable when and if you use the Services to create, manage and/or collect sales proceeds for an event created in the Tixify Platform.

As part of the creation of any event or at any time following such creation, you may be required by Tixify to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers license number, country of origin, copies of government identification documents and other personal information.

This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

Organizer agrees that Tixify is permitted to share Registration Data (as defined in the Terms of Service), Additional Registration Data and information relating to your events and transactions on the Services with our Payment Processing Partners (as defined below), the Card Schemes (as defined below) and Alternative Form of Payment Frameworks (as defined below) and with your bank or other financial institution, in each case to the extent your transactions or events involve such third parties. In addition, you authorize Tixify to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

We reserve the right to suspend your Tixify account or to withhold any amounts due to you in the event that we reasonably believe that your Registration Data or Additional Registration Data is inaccurate or if you fail to provide all Registration Data or Additional Registration Data within the timeframes requested.

(a) Payment Methods.

There are two types of payment processing options Organizers may elect to use to collect sales proceeds for topups: (i) "Facilitated Payment Processing" or "FPP," which consists of collecting all sales proceeds (for the avoidance of doubt, including, without limitation, Topup amounts, Tixify Service Fees, Tixify Payment Processing Fees, taxes, and royalties) from Topups (or other item) sales and donations solicited via the Services (collectively, "Event Proceeds") using third party payment services, such as PayPal®, Stripe® and others; and (ii) "Tixify Payment Processing," "TPP," or the "TPP Service," in which Tixify acts as Organizer's limited payment collection agent for the purpose of collecting Event Proceeds through its Payment Processing Partners (as defined below).

(b) Tixify's Role.

For the avoidance of doubt, Tixify does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers who elect TPP, serving as a limited payment collection agent as set forth below.

To provide the TPP Service, Tixify utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, "Payment Processing Partners") and both Organizers and Tixify are subject to the rules and regulations of such Payment Processing Partners. For convenience, Tixify shows you a balance of proceeds for your events in your Tixify account report section, however, that balance merely reflects the amount of Topup Fees collected by a third party payment service (FPP) or by our Payment Processing Partners (TPP), and in the case of TPP, represents only a general unsecured claim against Tixify and not a store of value or a deposit/current account.

(c) Confirmations.

Upon an order being placed by an Consumer and confirmed through Tixify, Tixify generates a confirmation message and issues a unique confirmation number for such Consumer's order. Organizer agrees to unconditionally accept, honor and fulfill all commitments that have been confirmed by Tixify through the Services. Organizer agrees it is Organizer's responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.

(d) Fees.

Regardless of the payment processing option elected, Organizer agrees to pay Tixify all applicable service fees for each topup or other item sold or donation solicited via the Services (the "Tixify Service Fee"). To the extent Organizer uses TPP, Organizer also agrees to pay Tixify the additional Tixify Payment Processing fee (the "Tixify Payment Processing Fee") for each topup or other item sold or donation solicited via the Services. The Tixify Service Fee and the Tixify Payment Processing Fee vary by country and processing currency. The fees charged can be found in your organizer agreement. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organizer may from time to time request additional Services from Tixify, including without limitation marketing and promotion services, equipment leasing, on-site services, custom RFID media and dedicated account management, which Tixify may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the "Ancillary Fees") will be disclosed to Organizer prior to Organizer's acceptance of such Services. The Tixify Service Fee, the Tixify Payment Processing Fee and the Ancillary Fees are referred to herein as the "Fees." In addition to such Fees, Tixify may also charge you, at Tixify's standard rates, for research, including, but not limited to, (i) research required to respond to any third party or government subpoena, levy or garnishment on your account, and (2) research and activities necessary to verify and execute any payee change, whether pursuant to the Uniform Commercial Code (as discussed further below) or court order.

Tixify may charge various fees to Consumers that are not passed on to Organizers, related to topups, processing, handling, and access to various Tixify content and services. We have sole discretion to set and assess such fees.

(a) Independent Relationship.

When using FPP, Organizers and Consumers effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. Organizer will collect all Topup Fees through the applicable third party service and Tixify accepts no (and disclaims all) obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

(b) Invoices.

Invoices for Fees are sent to Organizers monthly for Fees incurred in the previous month, provided that our failure to send a timely invoice will not excuse payment obligations. All invoices are due and payable within fourteen (14) days of delivery of the invoice.

(a) Underwriting.

If you have requested TPP, then upon receipt of Additional Registration Data, Tixify will determine, in its discretion, whether you are qualified to use TPP. If you are not qualified to use TPP, but you are otherwise qualified to use the Services, Tixify will notify you and you may switch to FPP unless the reason that you do not qualify for TPP is that your event is a Prohibited Event, you are a Prohibited Merchant and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 5 of this Merchant Agreement. For risk management and security reasons and to meet the requirements imposed by our Payment Processing Partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through TPP and you authorize us to reject any transaction over that limit. We may also from time to time in our discretion impose a reserve requirement on you under Section 4.3(f).

(b) Payment Process.

When using TPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, Tixify will cause our Payment Processing Partners to pass along all Topup Fees related to such event that have been collected by our Payment Processing Partners, subject to (i) deduction of all applicable Fees then due; (ii) our right of setoff against any debts or other amounts owed to us or any of our Affiliates by you or any of your Affiliates under this Merchant Agreement, the Terms of Service or other applicable agreement for Services provided by Tixify or any of its Affiliates; (iii) any other deductions authorized pursuant to this Merchant Agreement; and (iv) any reserves established as set forth in subsection (f) below. Such payouts will be made only to the payout information designated by Organizer on the Services under "Payment Options." In addition, TPP may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the "Card Schemes"), and non-card based payment networks such as direct debit and other alternative forms of payment (the "Alternative Form of Payment Frameworks"). Except to the extent set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners or a Card Scheme, you are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa, American Express), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time. You agree that, regardless of the delivery option used by Tixify to make a payout to you, you will not request or use any information related to that payout method (including, but not limited to, any check or check information) for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement.

You understand and agree that you are responsible for maintaining the security of and control over any check issued to you under the Terms of Service, including this Merchant Agreement. If a check we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that you are responsible for any and all losses arising from the loss, theft, or misuse of the check. You agree that we are entitled to pay any check issued to you under the Terms of Service, including this Merchant Agreement, regardless of who presents the check for payment and regardless of whether the check was lost, stolen, or otherwise fraudulently or erroneously obtained or presented. To the maximum extent permitted by applicable law, and in addition to other limitations of liability set forth in the Terms of Service, including this Merchant Agreement, you agree that we will not be liable for any check we provide to you, or any loss arising therefrom, that is lost, stolen, fraudulently, or erroneously obtained, endorsed, cashed, or deposited.

You agree to reimburse us for all claims, losses, costs, and damages we incur regarding any check issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the check is cashed or deposited more than once, resulting in duplicate payments.

For ACH transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Additional Registration Data, is inaccurate, you agree that we are still entitled to make payment to that account number, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us.

You agree that we may, from time to time, in our sole discretion, without notice to you, (a) setoff against your or your Affiliate's reserve as defined under Section 4.3(f), (b) setoff against any Topup Fees you receive and any other fees for Services provided to you or any of your Affiliates by Tixify or any of its Affiliates, or both (a) and (b), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your or your Affiliate's credit profile or the underlying event(s)' risk profile, fraudulent conduct by you, any of your Affiliates or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement or any other applicable agreement for Services provided by Tixify or any of its Affiliates. We may exercise such setoff rights before we make any payout, whether by check or by ACH, to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights. We may also exercise any of our rights and remedies under Section 4.5 of this Agreement regarding recovery of such amounts due and owing to us from you.

You understand that we may also debit your Topup Fees if Tixify is served with legal process seeking to attach or garnish any of your funds or property in Tixify's possession.

You also understand that, as provided under Section 9-406 of the Uniform Commercial Code, we may be required, upon receipt of a notice of assignment and payment direction from your secured party (lender), to pay all or a portion of your Topup Fees as directed by your secured party. If we receive such a notice and direction, we will, after deducting our fees and expenses of compliance as provided above, make payments to your secured party as so directed without notice to you.

(c) Appointment as Agent.

With respect to any events for which Organizer uses TPP, Organizer hereby appoints Tixify as Organizer's limited payment collection agent solely for the purpose of collecting payments made by Consumers for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Consumer to Tixify will be considered the same as a payment made by an Consumer directly to Organizer and Organizer will sell or provide all advertised goods and services to the Consumer as if Organizer had directly received the Topup Fees from such Consumer, regardless of whether the Topup Fees have yet to be received from Tixify. Organizer agrees that in its role as limited agent, Tixify is authorized to (i) enable Consumers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organizer during the event registration process); (ii) hold, disburse and retain proceeds on Organizer's behalf pursuant to this Merchant Agreement; (iii) issue refunds to Consumers as set forth in Section 4.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, Tixify assumes no liability for any acts or omissions of Organizer and Organizer understands that Tixify's obligation to pay Organizer is subject to and conditional upon receipt of the associated Topup Fees from Consumers. Organizer further authorizes Tixify to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Tixify will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.

(d) Advances.

Organizer agrees that all Topup Fees for a given event are earned by Organizer only following the conclusion of the applicable event. Tixify, in its discretion, may determine to advance a portion of Topup Fees to Organizer prior five (5) business days after the successful completion of an event, on such terms and conditions set forth in (i) this Merchant Agreement; (ii) the applicable agreement for Services entered into by you and Tixify; and/or (iii) such terms that Organizer and Tixify agree to in a separate agreement. Organizer agrees that any payments made by Tixify of Topup Fees prior to the fifth (5th) business day after the end date of the successful completion of the applicable event are merely advances of amounts that may become due to Organizer under this Merchant Agreement. If Tixify decides to advance a portion of Topup Fees to Organizer, Organizer acknowledges and agrees that Tixify may at any time (x) terminate or suspend Organizer's right to receive such advance payments; and/or (y) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that Tixify may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in Organizer's credit profile or the underlying event(s)' risk profile, or breaches of the Terms of Service, including this Merchant Agreement. Upon receipt of notice of any such demand, Organizer will thereupon promptly pay back to Tixify the portion of any such advance demanded. Organizer acknowledges and agrees that Tixify has the right to withhold funds as set forth in Sections 4.3(b) and 4.5(a) of this Merchant Agreement. Organizer also acknowledges and accepts its obligations under Section 4.3(g) and 4.4(c) of the Merchant Agreement, including its obligations to reimburse Tixify for refunds and credit card chargebacks.

(e) Cancellations; Nonperformance.

No payments will be made to Organizer with respect to any event that is cancelled or with respect to which Tixify believes there is a risk of cancellation or nonperformance, unless Tixify receives adequate security (as determined by Tixify in its discretion) for Organizer's obligations under this Merchant Agreement. In addition, no Topup Fees for a given event will be earned until that event is successfully completed. If payments have already been made to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by Tixify all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.4. You are responsible for complying with the requirements of Section 4.4 and the requirements of the Organizer Refund Policy Requirements which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds to Tixify that are sufficient to cover refunds due to Consumers for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 4.4(c) below, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under these Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

(f) Reserves and Tixify Right of Setoff.

Tixify reserves the right to retain a certain percentage of Topup Fees and any other fees for Services provided to you or any of your Affiliates by Tixify or any of its Affiliates (with such percentage being determined by Tixify in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Organizer's credit profile or the underlying event(s)' risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this Merchant Agreement, or to protect Tixify against fraudulent or erroneous activity. Tixify's right to hold a reserve will continue following the applicable event(s) and until either (A) Organizer and any of its Affiliates have discharged all obligations under the Terms of Service or other applicable agreement for Services provided by Tixify or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Organizer and any of its Affiliates have otherwise provided Tixify or any of its Affiliates with adequate security (as determined by Tixify or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Tixify or any of its Affiliates, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in Section 4.3(b). In the event that the exercise of our or our Affiliates' setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us or any of our Affiliates under the Terms of Service or other applicable agreement for Services provided by Tixify or any of its Affiliates, including this Merchant Agreement, then such amount of funds will be deemed due and owing to us until you have satisfied the amount in full.

(g) Chargebacks; Reversals.

Any credit card chargebacks or other transaction reversals initiated against Tixify or its affiliates for any reason (except to the extent they are caused solely by Tixify's negligence or willful misconduct) with respect to an Organizer's event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Tixify or its affiliates in connection with such chargebacks will ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Tixify for such amounts on demand. As part of Tixify's limited payment collection agency, Tixify will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Tixify to do so and agrees to use reasonable efforts to cooperate with Tixify in such re-presentment. However, Tixify will have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organizer's refund policy or the provisions of Section 4.4(c) below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that Tixify's loss of any chargeback that has been re-presented by Tixify will not in any way limit Organizer's obligation to reimburse Tixify and its affiliates under this paragraph.

(h) Currencies.

Tixify only provides the Tixify Payment Processing Service for certain currencies and for Organizers in certain locations listed here. In addition, Topup Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. Tixify does not provide currency conversion services. Finally different payment options or payment methods may be available to you depending on the currency in which you collect Topup Fees and your location as detailed here.

(i) Payment Scheme Rules.

The Card Schemes and Alternative Form of Payment Frameworks require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the "Payment Scheme Rules"). We may be required to change this Merchant Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in TPP, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks.

(j) Special Payment Terms.

The following additional terms apply to the extent you use the corresponding payment option:

i. Recurring Payments/Layaway. Organizer may use Tixify's "auto-topup" functionality, upon Tixify's prior approval. If Organizer elects to use such functionality, Organizer agrees to display all notices required by and to comply in all respects with all applicable local, state, provincial, national and other laws, rules and regulations and the Payment Scheme Rules, including with respect to consumer cancellations and refunds. No additional fees or increased prices may be charged for enabling auto-topup).

(a) Refund Policy and Process.

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Organizer Refund Policy Requirements and to administer such policy in accordance with its terms. The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for TPP transactions must be processed through Tixify, unless otherwise agreed by Tixify. For TPP transactions, Organizer can issue refunds to Consumers directly through the Services within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by Tixify. Tixify may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an event are subject to the following refund requirements:

(i) In the event of a full or partial event cancellation, Organizer agrees to issue refunds to Consumers either by using backup funding sources within the Tixify platform (e.g. additional security sources), or by remitting funds due for refunds back to Tixify so that refunds can be processed by Tixify on the Organizer's behalf.

(ii) Organizer agrees that no refunds will be made outside of the Tixify platform (e.g. offline), and TPP refund transactions may only be employed for bona fide event refunds, and not for other money transfers, including without limitation cash advance transactions.

(iii) If Organizer elects to remit funds back to Tixify so that Tixify can process refunds on Organizer's behalf, Organizer must remit funds to Tixify that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.

(iv) Organizer agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.

(v) Organizer will be the main point of contact for Consumers with refund requests, and Organizer will instruct the Consumers not to contact Tixify with refund requests.

(vi) Organizer will provide clear instructions and contact information to Consumers so that Consumers can make refund requests, or, alternatively, Organizer will turn on the in-product refund request function within the Tixify platform and respond to any Consumer refund requests received.

(vii) Organizer acknowledges that Tixify reserves the right to charge the Organizer for the cost of charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

(viii) If the Organizer cancels only part of a multi-day event, then Organizer agrees to refund the credit remaining in the attendee account.

(ix) If the Organizer is offering Consumers an "other make good" refund in lieu of purchase price refund, then such offer must be of equal or greater value to the value of the remaining balance on the attendee account and such value must be clearly communicated to the Consumers. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an "other make good" refund is given.

(b) Refund Disputes.

Regardless of what payment method is selected, all disputes regarding refunds are between Organizer and its Consumers. In the event of a dispute, Tixify may try to mediate, but ultimately it is Organizer's obligation to settle the dispute. Notwithstanding the foregoing, with respect to TPP transactions, Tixify will have the right to make refunds on Organizer's behalf as set forth in subsection (c) below.

(c) Mandatory Refunds.

Notwithstanding the foregoing, Organizer authorizes Tixify to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) the event description presented to an Consumer at time of purchase is significantly different from the actual event; (iii) Attendees are unable to attend the event due to failure of the Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns; (iv) Tixify believes in its discretion that specific orders should be refunded under the Organizer's posted refund policy or Tixify's Organizer Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation or the Payment Scheme Rules; (v) Tixify believes in its discretion that the refund request, if not granted, will lead to a chargeback that Tixify is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and Tixify believes in its discretion that a refund would be reasonable under the circumstances; (vii) Tixify believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Tixify believes in its discretion that the order is a duplicate. Organizer also authorizes Tixify to make refunds of any and all orders (including those for unrelated events) if (A) Tixify believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) Tixify believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) Tixify believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) Tixify believes in its discretion that Organizer is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited Events or that failing to make the refunds would otherwise expose Tixify to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Tixify and its affiliates upon demand for refunds that Tixify makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Tixify's negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Tixify in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Tixify is mitigating such losses and its damages with respect to Organizer's breach of this Merchant Agreement. If you do not remit funds to Tixify that are sufficient to cover mandatory refunds as described by this Section 4.4(c) for an event cancellation or nonperformance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

(a) Non-Exclusive Remedies.

If Organizer fails to pay to Tixify or any of its Affiliates any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) or any other applicable agreement for Services provided by Tixify or any of its Affiliates when due and following a late payment notice being delivered by Tixify, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Organizer or any of its Affiliates to Tixify or any of its Affiliates under the Terms of Service (including without limitation this Merchant Agreement) or any or other applicable agreement for Services provided by Tixify or any of its Affiliates, Tixify or its Affiliates may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to Organizer or any of Organizer's Affiliates, whether for a particular event or for any other event that Organizer or any of Organizer's Affiliates lists through the Services or other applicable agreement for Services provided by Tixify or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer's Affiliates to Tixify or any of its Affiliates; and/or (B) send an invoice to Organizer or any of its Affiliates for such amounts to the extent Organizer's or any of its Affiliate's outstanding balance is insufficient to cover these costs, in which case Organizer or any of its Affiliates will pay Tixify or any of its Affiliates such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Tixify or any of its Affiliates hereunder is not made by Organizer or any of its Affiliates when due and after receiving a late payment notice from Tixify or any of its Affiliates, Tixify or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organizer's or any of Organizer's Affiliate's registration for any Services provided by Tixify or any of its Affiliates (including any and all accounts that Organizer or any of Organizer's Affiliates may have). In addition, any such unpaid amounts due and owing to Tixify or any of its Affiliates are subject to collections in accordance with Section 4.5(b).

(b) Collections; Costs of Recovery.

Tixify reserves the right to pursue any late and unpaid amounts due and owing to Tixify or any of its Affiliates for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, Organizer agrees to promptly and fully reimburse Tixify or any of its Affiliates upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by Tixify or any of its Affiliates in collecting past due amounts or any other amounts due and owing from Organizer or any of its Affiliates under this Merchant Agreement, the Terms of Service or any or other applicable agreement for Services provided by Tixify or any of its Affiliates. Organizer and any of its Affiliates agree that if Tixify or any of its Affiliates must seek collections for past due amounts and Organizer or any of its Affiliates does not respond or pay in full after receiving a collection notice, Tixify or any of its Affiliates reserves the right to pursue outstanding balances through judicial proceedings, and such actions are expressly excluded from any arbitration provisions set forth in the Terms of Service.

Use or any or other applicable agreement for Services provided by Tixify or any of its Affiliates.

(c) Taxes.

(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Services and to sales you make using the Services. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). Tixify does not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) provided to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors, and you hereby release Tixify from any and all liability with respect to your use of the Tax Tools. None of such Tax Tools should be considered legal or tax advice. If you do collect Taxes and use Tixify Payment Processing, Tixify will pay such amounts to you at the same time as the underlying Topup Fees. You are responsible for remitting all such Taxes to the appropriate Tax Authorities. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. Tixify cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a Tax Authority requires Tixify to pay any Taxes attributable to your use of the Services or to sales you make using the Services, you agree to promptly and fully reimburse Tixify for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(ii) Notwithstanding the preceding paragraph, Tixify may, in certain jurisdictions, be required to collect and remit Taxes on Tixify Service Fees and Tixify Payment Processing Fees (“Tixify Fees”) to the Tax Authorities. In such jurisdictions, Tixify will collect from you Taxes on Tixify Fees, and you agree to pay such Taxes. Tixify may, at its sole election, invoice you for Taxes on Tixify Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Tixify Fees. With the exception of Taxes on Tixify Fees that Tixify collects from you pursuant to this paragraph, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services. A list of the jurisdictions in which Tixify collects Taxes on Tixify Fees is available here.

(iii) Except as set forth in Section 4.5(c)(ii), in addition, due to IRS regulations, if Tixify processes transactions and issues you payouts (A) for more than twenty thousand dollars ($20,000) in gross sales; and (B) for more than two hundred (200) transaction orders, in each case during a given calendar year and in the aggregate across all of your accounts, Tixify is required to report to the IRS (i) the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year; (ii) your name; (iii) your address; and (iv) your Tax Identification Number ("Your Tax Information"). As part of these IRS regulations, Tixify is required to either (A) collect Your Tax Information; or (B) establish that you are a foreign person not subject to US taxes, before your accounts pass the two hundred (200) order transaction threshold in the aggregate. Once your accounts cross the two hundred (200) order transaction threshold, you agree that you will not receive any further payments from Tixify until either (A) or (B) above are satisfied. To learn more about these IRS regulations and why we are required to do this, see our 1099-K FAQ here.

(v) Tixify reserves the right to withhold the payment of any amounts owed to you hereunder and dispose of them as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by Tixify, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.

From time to time, one or more Card Schemes may require that you enter into an additional agreement directly with one of our Payment Processing Partners or with the applicable Card Scheme. Typically this happens if your transactions exceed one hundred thousand dollars ($100,000) with respect to a particular Card Scheme on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a "Commercial Entity Agreement" that you must agree to in order to continue using TPP. If you fail to accept that "Commercial Entity Agreement," we may suspend or terminate your account or transfer your account to FPP.

If your account has had no activity for a period of time set forth in applicable unclaimed property (e.g., escheatment) laws and we hold funds related to your account, then we will notify you as required by applicable laws. If you do not claim your unclaimed funds within the timeframe notified to you, then we will escheat them to the applicable governmental authority in accordance with applicable laws.

By registering for the Services and accepting this Merchant Agreement, you represent and warrant that:

(a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services ("Restricted Countries");

(b) you are not a person or entity or under the control of or affiliated with a person or entity that (i) appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State's Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security's Denied Persons List; (iv) appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (vi) is subject to sanctions in any other country; and

(c) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended.

If you fall into any of the categories set forth above, as determined by Tixify in its discretion, you are a "Prohibited Merchant."

You may not post events to the Services or engage in activities through the Services that:

(a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;

(b) would be prohibited under the Payment Scheme Rules;

(c) take place in Restricted Countries; and

(d) contain any Content (as defined in the Terms of Service) that would violate the Terms of Service, or the Tixify Community Guidelines.

Any event that falls into any of the categories set forth above, as determined by Tixify in its discretion, is a "Prohibited Event."

You may not use TPP to process any of the following transactions and you represent and warrant that you will not submit for processing through the Services:

(a) any transaction that would violate or is considered "high risk" (or another restricted category) by the Payment Scheme Rules, including any transaction regarding adult-related content or activities, illegal goods or services including cannabis, or the paraphernalia associated with any illegal goods or service, purchase of crypto-currency, raffles, sweepstakes, or gambling;

(b) any transaction that is fraudulent or criminal in nature;

(c) any transaction that would constitute a "restricted transaction" as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and

(d) any transaction that would constitute sending money to another party other than for the purchase of event credits to, or solicitation of a donation for, events, or sale of items related to such events.

Any transaction that falls into any of the categories set forth above, as determined by Tixify in its discretion, is a "Prohibited Transaction."

In the event that Tixify discovers that you are a Prohibited Merchant, that you have posted a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, then Tixify may take any or all of the following actions in its discretion in addition to any and all remedies that Tixify may have under the law or elsewhere in the Terms of Service:

(a) suspend or terminate your Tixify account;

(b) alter, edit, or remove any Prohibited Event or any portion thereof;

(c) block, reverse or refund any or all of your transactions;

(d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and

(e) refer you, your events and/or your transactions and information relating to the same (without further notice to you) to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.

In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of event credit or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your events are ticketed correctly, and that only valid tickets are honored. You understand and agree that Tixify is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honored, including any tickets procured through, or representing, fraud or deceptive practices.

In addition to our right to terminate your use of the Services under the Terms of Service, Tixify may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for events (a) if you are in violation or breach of any provision of this Merchant Agreement; (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the TPP Service or your right to accept payments via the TPP Service in their sole discretion; (c) if Tixify is served with legal process seeking to attach or garnish any of your funds or property in Tixify's possession; or (d) Tixify is put on notice pursuant to UCC 9-406 of a "Notice of UCC Demand" or similar communication, or a UCC-1 financing statement, informing Tixify that you have granted a right to assignment of payments to the your lender as a secured party.