1. Disclosure Authorization.
Organizer agrees that Eventlify is permitted to share Registration Data, 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 Eventlify to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.
2. Failure to Provide.
We reserve the right to suspend your Eventlify 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.
3. Payment Methods; Payment Process.
(a) Payment Methods.
There are three types of payment methods Organizers may elect to use to collect sales proceeds for paid events: (i) “Pay by Check” which consists of collecting all sales proceeds from ticket, registration and merchandise sales and donations solicited via the Services (collectively, “Event Registration Fees”) using third party payment services, such as Stripe®; and (ii) “Pay by Credit Card” “Eventlify Payment Processing,” or the “EPP Service,” in which Eventlify acts as Organizer’s limited payment collection agent for the purpose of collecting Event Registration Fees through its Payment Processing Partners (as defined below); and (iii) “Pay by Cash”
(b) Eventlify’s Role.
For the avoidance of doubt, Eventlify 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 EPP, serving as a limited payment collection agent as set forth below. To provide the EPP Service, Eventlify 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 Eventlify are subject to the rules and regulations of such Payment Processing Partners. For convenience, Eventlify shows you a balance of proceeds for your events in your Eventlify account, however, that balance merely reflects the amount of Event Registration Fees collected by a third party payment service (FPP) or by our Payment Processing Partners (EPP), and in the case of EPP, represents only a general unsecured claim against Eventlify and not a store of value or a deposit/current account.
Upon an order being placed by an Attendee and confirmed through Eventlify, Eventlify generates a confirmation message and issues a unique confirmation number for such Attendee’s order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by Eventlify through the Services, and it is Organizer’s responsibility to verify an Attendee’s confirmation number and/or any event restrictions prior to the applicable event.
To the extent Organizer uses EPP, Organizer also agrees to pay Eventlify the additional Eventlify Payment Processing fee (the “Eventlify Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. 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 Eventlify, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which Eventlify 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 Eventlify Service Fee, the Eventlify Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.”
3.2 Eventlify Payment Processing.
If you have requested EPP, then upon receipt of Additional Registration Data, Eventlify will determine, in its discretion, whether you are qualified to use EPP. If you are not qualified to use EPP, but you are otherwise qualified to use the Services, Eventlify will notify you and you may switch to FPP unless the reason that you do not qualify for EPP is that your event is a Prohibited Event (as defined below), you are a Prohibited Merchant (as defined below) and/or your transactions are Prohibited Transactions (as defined below). 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 EPP and you authorize us to reject any transaction over that limit.
(b) Payment Process.
When using EPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, Eventlify will cause our Payment Processing Partners to pass along all Event Registration 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) any other deductions authorized pursuant to these Terms; and (iii) 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.” Payouts are made by ACH, or for Organizers with Event Registration Fees in USD, by check to an address in the United States or Canada. In addition, EPP may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the “Card Schemes”). 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.
(c) Appointment as Agent.
With respect to any events for which Organizer uses EPP, Organizer hereby appoints Eventlify as Organizer's limited payment collection agent solely for the purpose of collecting payments made by Attendees for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Attendee to Eventlify shall be considered the same as a payment made by an Attendee directly to Organizer and Organizer will sell or provide all advertised goods and services to the Attendee as if Organizer had directly received the Event Registration Fees from such Attendee, regardless of whether the Event Registration Fees have yet to be received from Eventlify. Organizer agrees that in its role as limited agent, Eventlify is authorized to (i) enable Attendees 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 these Terms; (iii) issue refunds to Attendees as set forth in Section 3.3 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, Eventlify assumes no liability for any acts or omissions of Organizer and Organizer understands that Eventlify’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes Eventlify to delegate its obligations under these Terms to certain of its affiliated entities both within and outside the United States, provided, that Eventlify will remain liable for the discharge of its obligations under these Terms by such affiliated entities.
Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of the applicable event. Eventlify, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth in Section 3.2(b) above, on such terms and conditions set forth in these Terms and/or such terms that Organizer and Eventlify agree to in a separate Advance Payments Agreement. Organizer agrees that any payments made by Eventlify of Event Registration Fees prior to the fifth (5th) business day after the end date of the applicable event are merely advances of amounts that may become due to Organizer under these Terms. If Eventlify decides to advance a portion of Eventlify Registration Fees to Organizer, Organizer acknowledges and agrees that Eventlify may at any time (i) terminate or suspend Organizer’s right to receive such advance payments; and/or (ii) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that Eventlify 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 these Terms. Upon receipt of notice of any such demand, Organizer shall thereupon promptly pay back to Eventlify the portion of any such advance demanded. Organizer acknowledges and agrees that Eventlify has the right to withhold funds as set forth in Section 3.4(a) below. Organizer also acknowledges and accepts its obligations under Section 3.2(g) and 3.3(c) below, including its obligations to reimburse Eventlify for refunds and credit card chargebacks.
(e) Cancellations; Nonperformance.
No payments shall be made to Organizer with respect to any event that is cancelled or with respect to which Eventlify believes there is a risk of cancellation or nonperformance, unless Eventlify receives adequate security (as determined by Eventlify in its discretion) for Organizer’s obligations under these Terms. In addition, no Event Registration Fees for a given event shall 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 Eventlify all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 3.3 below.
Eventlify reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by Eventlify 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 these Terms. Eventlify’s right to hold a reserve shall continue following the applicable event(s) and until either (A) Organizer has discharged all obligations under the Terms and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Organizer has otherwise provided Eventlify with adequate security (as determined by Eventlify in its discretion) for its obligations under the Terms of Service, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.
(g) Chargebacks; Reversals.
Any credit card chargebacks or other transaction reversals initiated against Eventlify or its affiliates for any reason (except to the extent they are caused solely by Eventlify’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 Eventlify or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Eventlify for such amounts on demand. As part of Eventlify’s limited payment collection agency, Eventlify will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Eventlify to do so and agrees to use reasonable efforts to cooperate with Eventlify in such re-presentment. However, Eventlify shall 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 3.3(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 Eventlify’s loss of any chargeback that has been re-presented by Eventlify shall not in any way limit Organizer’s obligation to reimburse Eventlify and its affiliates under this paragraph.
Eventlify only provides the Eventlify Payment Processing Service for certain currencies and for Organizers in certain locations. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. Eventlify does not provide currency conversion services.
(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 these Terms in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in EPP, 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.
(a) Refund Policy and Process.
Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Attendees with respect to each event posted on the Services that meets the requirements of the Attendee Refund Policy Requirements available above and to administer such policy in accordance with its terms and the Attendee Refund Policy Requirements. All refunds for EPP transactions must be processed through Eventlify, unless otherwise agreed by Eventlify. For EPP transactions, Organizer can issue refunds to Attendees 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 Eventlify. Eventlify may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer.
(b) Refund Disputes.
Regardless of what payment method is selected, all disputes regarding refunds are between Organizer and its Attendees. In the event of a dispute, Eventlify may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to EPP transactions, Eventlify shall 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 Eventlify to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) Eventlify believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy or the Attendee 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; (iii) Eventlify believes in its discretion that the refund request, if not granted, will lead to a chargeback that Eventlify is more likely than not to lose; (iv) Organizer failed to list a refund policy on the applicable event page and Eventlify believes in its discretion that a refund would be reasonable under the circumstances; (v) Eventlify believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (vi) Eventlify believes in its discretion that the order is a duplicate. Organizer also authorizes Eventlify to make refunds of any and all orders (including those for unrelated events) if (A) Eventlify believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) Eventlify believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) Eventlify 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) Eventlify 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 Eventlify to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Eventlify and its affiliates upon demand for refunds that Eventlify makes pursuant to these Terms, other than to the extent that the necessity for such refunds are caused by Eventlify’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Eventlify in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Eventlify is mitigating such losses and its damages with respect to Organizer’s breach of these Terms.
3.4 Non-Exclusive Remedies; Taxes.
(a) Non-Exclusive Remedies.
In the event that Organizer fails to pay to Eventlify any amount owed pursuant to these Terms when due and following a late payment notice being delivered by Eventlify, such amount shall 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 to Eventlify under these Terms, Eventlify 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, whether for a particular event or for any other event that Organizer lists through the Services and use the withheld amount to setoff the amount owed by Organizer to Eventlify; and/or (B) send an invoice to Organizer for such amounts to the extent Organizer’s outstanding balance is insufficient to cover these costs, in which case Organizer shall pay Eventlify such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Eventlify hereunder is not made by Organizer when due and after receiving a late payment notice from Eventlify, Eventlify reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organizer’s registration for the Services (including any and all accounts that Organizer may have).
(b) Costs of Collection.
Organizer agrees to promptly and fully reimburse Eventlify upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by Eventlify in collecting past due amounts from Organizer under these Terms or otherwise.
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 you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if Eventlify provides you with tax tools or tax calculators that assist you in doing so. Eventlify does not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators 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 Attendees, credits and deductions for which you may qualify and other factors, and you hereby release Eventlify of any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you do collect Taxes on the Services, those Taxes will be treated like Event Registration Fees and Eventlify will pay such amounts to you at the same time as the underlying Event Registration Fees. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. Eventlify 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 governmental authority requires Eventlify to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Eventlify for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
ii. Except as set forth in Section 3.4(c)(ii), in addition, due to IRS regulations, if Eventlify 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, Eventlify 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, Eventlify 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 Eventlify until either (A) or (B) above are satisfied. The above is subject to change pursuant to changes in IRS regulations.
iii. Eventlify 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 Eventlify.
3.5 Commercial Entities.
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 EPP. 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.
4. Prohibited Merchants; Prohibited Events; Prohibited Transactions.
4.1 Prohibited Merchants.
By registering for the Services and accepting these Terms, 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 Framework is not presently revoked or suspended.
If you fall into any of the categories set forth above, as determined by Eventlify in its discretion, you are a “Prohibited Merchant.”
4.2 Prohibited Events.
You may not post events to 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 that would violate the Terms.
Any event that falls into any of the categories set forth above, as determined by Eventlify in its discretion, is a “Prohibited Event.”
4.3 Prohibited Transactions.
You may not use EPP 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 the Payment Scheme Rules;
(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 bona fide tickets or registrations 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 Eventlify in its discretion, is a “Prohibited Transaction.”
In the event that Eventlify 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 Eventlify may take any or all of the following actions in its discretion in addition to any and all remedies that Eventlify may have under the law or elsewhere in the Terms of Service:
(a) suspend or terminate your Eventlify 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 to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.
5. Representations and Warranties.
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 tickets 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.
In addition to our right to terminate your use of the Services under the Terms, Eventlify may terminate these Terms and your right to use the Services to create, promote and collect sales proceeds for a paid event (a) if you are in violation or breach of any provision of these Terms; or (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the EPP Service or your right to accept payments via the EPP Service in their sole discretion.
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