Merchant Agreement

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the DigiTix 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 Section 9 of the Terms of Service. We recommend that you read those Terms, as they may affect your rights.

1. Who We Are.

1.1 DigiTix.

Welcome to DigiTix! We are a ticketing and registration platform dedicated to bringing the world together through live experiences. Through our platform, mobile apps and services, we enable people all over the world to create, discover, share and register for events.

1.2 Organizers and Consumers.

When this Merchant Agreement uses the term "Organizer" we mean event creators using the Services to create, list or promote events for consumers using our Services (a) to consume information about, or purchase tickets for events from Organizers ("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".

2. Our Merchant Agreement.

2.1 Purpose.

The following policy sets forth the terms and conditions upon which Organizers can use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event (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 DigiTix, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event.

3. Additional Registration Information.

3.1 Additional Information.

As part of the creation of a paid event or at any time following such creation, you may be required by DigiTix 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.

3.2 Disclosure Authorization.

Organizer agrees that DigiTix 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 DigiTix to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

3.3 Failure to Provide.

We reserve the right to suspend your DigiTix 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.

4. Payment Methods; Payment Process.

4.1 Overview.

(a) Payment Methods.

DigiTix provides the following payment processing methods:

- IDEAL (Trough Stripe)
- Bancontact (Trough Stripe)
- Credit Card (Trough Stripe)
- Alipay (Trough Stripe)
- HOP ( trough Hakrinbank)
- Uni5pay ( Trough Uni5pay Suriname)
 

(b) DigiTix's Role.

For the avoidance of doubt, DigiTix 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 DIGITIX PAYMENT PROCESSING, serving as a limited payments agent as set forth below. To provide the DIGITIX PAYMENT PROCESSING Service, DigiTix 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 DigiTix are subject to the rules and regulations of such Payment Processing Partners. Additionally, in certain instances, for you to participate in the DIGITIX PAYMENT PROCESSING Service, you must have entered into a separate agreement with our Payment Processing Partner (the “Payment Processor Agreement”). For convenience, DigiTix shows you a balance of proceeds for your events in your DigiTix 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 (DIGITIX PAYMENT PROCESSING), and in the case of DIGITIX PAYMENT PROCESSING, represents only a general unsecured claim against DigiTix and not a store of value or a deposit/current account.

(c) Confirmations.

Upon an order being placed by a Consumer and confirmed through DigiTix, DigiTix generates a confirmation message and issues a unique confirmation number for such Consumer's order. Organizer agrees to unconditionally accept, honour and fulfil all ticketing, registration, merchandise and donation commitments that have been confirmed by DigiTix 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 DigiTix all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the "DigiTix Service Fee"). To the extent Organizer uses DIGITIX PAYMENT PROCESSING, Organizer also agrees to pay DigiTix the additional DigiTix Payment Processing fee (the "DigiTix Payment Processing Fee") for each ticket, registration or other item sold or donation solicited via the Services. The DigiTix Service Fee and the DigiTix Payment Processing Fee vary by country and processing currency. The current fees can be found here, with additional explanation in this article in our Help Center. 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 DigiTix, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which DigiTix 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 DigiTix Service Fee, the DigiTix Payment Processing Fee and the Ancillary Fees are referred to herein as the "Fees." In addition to such Fees, DigiTix may also charge you, at DigiTix'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.

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

4.2 Facilitated Payment Processing.

(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 Event Registration Fees through the applicable third party service and DigiTix 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 thirty (30) days of delivery of the invoice.

4.3 DigiTix Payment Processing.

(a) Underwriting.

If you have requested DIGITIX PAYMENT PROCESSING, then upon receipt of Additional Registration Data and if applicable your separate acceptance of the Payment Processor Agreement, DigiTix will determine, in its discretion (which may be based on input from our Payment Processing Partners), whether you are qualified to use DIGITIX PAYMENT PROCESSING. If you are not qualified to use DIGITIX PAYMENT PROCESSING, but you are otherwise qualified to use the Services, DigiTix will notify you and you may switch to FPP unless the reason that you do not qualify for DIGITIX PAYMENT PROCESSING 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 DIGITIX PAYMENT PROCESSING 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 DIGITIX PAYMENT PROCESSING, payment processing occurs directly through our Payment Processing Partners, and you understand and agree that within five (5) business days after the successful completion of an event, DigiTix will on your behalf cause our Payment Processing Partners to pass along to you all Event Registration Fees related to such event that have been processed 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 DigiTix 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." Payouts are made by Banktransfers. In addition, DIGITIX PAYMENT PROCESSING 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 that the Commercial Entity Agreement (as defined below) is applicable to you, and notwithstanding the Payment Processor Agreement you may have entered into with our Payment Processing Partner, 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 DigiTix 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 Event Registration Fees you receive and any other fees for Services provided to you or any of your Affiliates by DigiTix or any of its Affiliates (including for any DigiTix fees or any other amounts you owe to DigiTix under this Merchant Agreement, the Terms of Service, or any other agreement between you and us), 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 DigiTix 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 Event Registration Fees if DigiTix is served with legal process seeking to attach or garnish any of your funds or property in DigiTix'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 Event Registration 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 DIGITIX PAYMENT PROCESSING, Organizer hereby appoints DigiTix as Organizer's limited payment agent for the purpose of facilitating the receipt of payments made by Consumers for such events through our Payment Processing Partners, and the disbursement of those payments to Organizer. Organizer agrees that a payment made by a Consumer that is processed by DigiTix will be considered the same as a payment made by a 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 Event Registration Fees from such Consumer, regardless of whether the Event Registration Fees have yet to be or are ever received from DigiTix. Organizer agrees that DigiTix, in its role as limited payments agent, 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, or otherwise instruct our Payment Processing Partners to do so; (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, DigiTix assumes no liability for any acts or omissions of Organizer and Organizer understands that DigiTix's obligation to pay Organizer is subject to and conditional upon Consumers’ actual payment of Event Registration Fees. Organizer further authorizes DigiTix to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that DigiTix will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.

(d) Advances.

Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of the applicable event. DigiTix, in its discretion, may determine to advance a portion of Event Registration 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 DigiTix; and/or (iii) such terms that Organizer and DigiTix agree to in a separate agreement. Organizer agrees that any payments made by DigiTix of Event Registration 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 DigiTix decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that DigiTix 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 DigiTix 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 DigiTix the portion of any such advance demanded. Organizer acknowledges and agrees that DigiTix 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 DigiTix 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 DigiTix believes there is a risk of cancellation or nonperformance, unless DigiTix receives adequate security (as determined by DigiTix in its discretion) for Organizer's obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event will be settled to Organizer until that event is successfully completed. If payments have already been settled to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by DigiTix 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 due to DigiTix 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 DigiTix Right of Setoff.

DigiTix reserves the right to retain a certain percentage of Event Registration Fees and any other fees for Services provided to you or any of your Affiliates by DigiTix or any of its Affiliates (with such percentage being determined by DigiTix 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 DigiTix against fraudulent or erroneous activity. DigiTix'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 DigiTix 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 DigiTix or any of its Affiliates with adequate security (as determined by DigiTix or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by DigiTix 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 DigiTix 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 DigiTix or its affiliates for any reason (except to the extent they are caused solely by DigiTix'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 DigiTix or its affiliates in connection with such chargebacks will ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse DigiTix for such amounts on demand. As part of DigiTix's activity as limited payments agent, DigiTix will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes DigiTix to do so and agrees to use reasonable efforts to cooperate with DigiTix in such re-presentment. However, DigiTix 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 DigiTix's loss of any chargeback that has been re-presented by DigiTix will not in any way limit Organizer's obligation to reimburse DigiTix and its affiliates under this paragraph.

(h) Currencies.

DigiTix only provides the DigiTix Payment Processing Service for certain currencies and for Organizers in certain locations listed here. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. DigiTix 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 Event Registration 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 DIGITIX PAYMENT PROCESSING, 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 DigiTix's "layaway" functionality, upon DigiTix'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 tickets purchased on "layaway" and the number of installments may not exceed four (4).

ii. Pay by Invoice. You may elect to add "pay by invoice" as an option to your DIGITIX PAYMENT PROCESSING Service. If you use pay by invoice you must supply bank account information requested by DigiTix, which information will be displayed on invoices and order confirmations delivered by DigiTix to the applicable Consumer after completion of a transaction on the Services. Organizer will then collect the funds from the Consumer and then mark the ticket/registration as "paid" in a designated area of the Services. Once marked as paid, DigiTix will cause the Consumer's ticket to be validated such that when scanned with one of DigiTix's Applications it will show as valid. It is Organizer's sole responsibility to provide accurate bank account information, collect all amounts from Consumers, process refunds (if applicable) off the Services, and accurately mark tickets/registrations as paid or unpaid on the Services in the designated area. For the avoidance of doubt, with "pay by invoice" the payment transaction is effected solely between Organizer and the applicable Consumer.

4.4 Refunds.

(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 DIGITIX PAYMENT PROCESSING transactions must be processed through DigiTix, unless otherwise agreed by DigiTix. For DIGITIX PAYMENT PROCESSING 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 DigiTix. DigiTix 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 DigiTix platform (e.g. additional security sources), or by remitting funds due for refunds back to DigiTix so that refunds can be processed by DigiTix on the Organizer's behalf.

(ii) Organizer agrees that no refunds will be made outside of the DigiTix platform (e.g. offline), and DIGITIX PAYMENT PROCESSING 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 DigiTix so that DigiTix can process refunds on Organizer's behalf, Organizer must remit funds to DigiTix 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 DigiTix 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 DigiTix platform and respond to any Consumer refund requests received.

(vii) Organizer acknowledges that DigiTix 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 a pro-rata monetary value portion of the purchase price of a multi-day ticket based on the corresponding monetary value of the portion of the multi-day event that was cancelled. For example, if Organizer sells a 3-day ticket to a festival for SRD 150, and cancels 1 day of the festival, the Organizer must provide a SRD 50 refund to Consumers for the cancelled day.

(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 ticket for the cancelled event 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, DigiTix may try to mediate, but ultimately it is Organizer's obligation to settle the dispute. Notwithstanding the foregoing, with respect to DIGITIX PAYMENT PROCESSING transactions, DigiTix 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 DigiTix 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) DigiTix believes in its discretion that specific orders should be refunded under the Organizer's posted refund policy or DigiTix'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) DigiTix believes in its discretion that the refund request, if not granted, will lead to a chargeback that DigiTix is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and DigiTix believes in its discretion that a refund would be reasonable under the circumstances; (vii) DigiTix believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) DigiTix believes in its discretion that the order is a duplicate. Organizer also authorizes DigiTix to make refunds of any and all orders (including those for unrelated events) if (A) DigiTix believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) DigiTix believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) DigiTix 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) DigiTix 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 DigiTix to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse DigiTix and its affiliates upon demand for refunds that DigiTix makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by DigiTix's negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to DigiTix in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback DigiTix is mitigating such losses and its damages with respect to Organizer's breach of this Merchant Agreement. If you do not remit funds to DigiTix 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.

4.5 Non-Exclusive Remedies; Taxes.

(a) Non-Exclusive Remedies.

If Organizer fails to pay to DigiTix 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 DigiTix or any of its Affiliates when due and following a late payment notice being delivered by DigiTix, 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 (5%) 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 DigiTix 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 DigiTix or any of its Affiliates, DigiTix 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 DigiTix or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer's Affiliates to DigiTix 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 DigiTix 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 DigiTix 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 DigiTix or any of its Affiliates, DigiTix 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 DigiTix 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 DigiTix or any of its Affiliates are subject to collections in accordance with Section 4.5(b).

(b) Collections; Costs of Recovery.

DigiTix reserves the right to pursue any late and unpaid amounts due and owing to DigiTix 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 DigiTix 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 DigiTix 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 DigiTix or any of its Affiliates. Organizer and any of its Affiliates agree that if DigiTix 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, DigiTix 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 DigiTix 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”). DigiTix 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 DigiTix 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 DigiTix Payment Processing, DigiTix will pay such amounts to you at the same time as the underlying Event Registration 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. DigiTix 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 DigiTix 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 DigiTix for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(ii) Notwithstanding the preceding paragraph, DigiTix may, in certain jurisdictions, be required to collect and remit Taxes for your sales of tickets and/or registrations facilitated using the Services. In order to determine whether any Taxes must be collected on your behalf, DigiTix may request certain information when you create an Event using the platform. Such information may relate to your tax exempt status, the nature of your Event and/or other similar information. If such information is requested, you represent and warrant that the information you provide is true and correct. DigiTix cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any information you provide through the platform. In the event that a Tax Authority requires DigiTix to pay any Taxes attributable to your Event as a result of the information you provided DigiTix being incorrect, you agree to promptly and fully reimburse DigiTix for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(iii) To comply with sales tax regulations of the European Union (the "EU"), DigiTix is required to (A) collect Value Added Tax ("VAT") from Organizers on the DigiTix Service Fee for paid tickets or registrations sold on or through the Site by Organizers residing in the EU who have not provided DigiTix with their VAT Identification Number ("VAT ID"); and (B) remit any such VAT collected to the relevant tax authority. If you provide us with your VAT ID, we will not collect VAT on the DigiTix Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to DigiTix (if any) is accurate, complete and properly formatted. Please be aware that falsification or misrepresentation of information to evade payment of VAT may result in fines and/or criminal prosecution. You agree to promptly and fully reimburse DigiTix for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. DigiTix does not require Organizers to have a VAT ID. However, if you are an Organizer residing in the EU, and you do not have a VAT ID or you do not provide us with your VAT ID, DigiTix will collect and remit VAT on the DigiTix Service Fee on your behalf. In the interest of clarity, DigiTix does not collect and remit VAT on the DigiTix Payment Processing Fee or on the price of the tickets or registrations you sell on or through the Site. To learn more about DigiTix's process for collecting and remitting VAT, see our article here.

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

4.6 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 DIGITIX PAYMENT PROCESSING. If you fail to accept that "Commercial Entity Agreement," we may suspend or terminate your account or transfer your account to FPP.

4.7 Escheatment.

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.

5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.

5.1 Prohibited Merchants.

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, or Suriname 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 Consolidated List of Targets published by the U.K. HM Treasury; (iv) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (v) 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 DigiTix in its discretion, you are a "Prohibited Merchant."

5.2 Prohibited Events.

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, district, 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 DigiTix Community Guidelines.

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

5.3 Prohibited Transactions.

You may not use DIGITIX PAYMENT PROCESSING 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 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 DigiTix in its discretion, is a "Prohibited Transaction."

5.4 Remedies.

In the event that DigiTix 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 DigiTix may take any or all of the following actions in its discretion in addition to any and all remedies that DigiTix may have under the law or elsewhere in the Terms of Service:

(a) suspend or terminate your DigiTix 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.

6. 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.

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 DigiTix 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.

7. Termination.

In addition to our right to terminate your use of the Services under the Terms of Service, DigiTix 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 DIGITIX PAYMENT PROCESSING Service or your right to accept payments via the DIGITIX PAYMENT PROCESSING Service in their sole discretion.