Merchant Agreement

1. Who We Are.

2. Our Merchant Agreement.

3. Additional Registration Information.

4. Payment Methods; Payment Process.

4.1 Overview. (a) Payment Methods. There are two types of payment processing options Organizers may elect to use to collect sales proceeds for tickets or registration they sell to Consumers: (i) "Facilitated Payment Processing" or "FPP," which consists of Organizers directly receiving all sales proceeds (for the avoidance of doubt, including, without limitation, ticket face value, Eventbrite Service Fees, Eventbrite Payment Processing Fees, taxes, and royalties) from ticket, registration and merchandise (or other item) sales and donations solicited via the Services (collectively, "Event Registration Fees") using third party payment services, such as PayPal®; and (ii) "Eventbrite Payment Processing," "EPP," or the "EPP Service," in which Eventbrite acts as Organizer's limited payments agent for the purpose of processing Event Registration Fees using its Payment Processing Partners (as defined below). Unless otherwise agreed by Eventbrite, (a) Organizer agrees not to preference one form or method of payment over another, and (b) Organizer agrees not to charge Consumers additional fees or other amounts in connection with one payment method where Organizer does not charge Consumers those fees or other amounts for all payment methods. (b) Eventbrite's Role. For the avoidance of doubt, Eventbrite 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 payments agent as set forth below. To provide the EPP Service, Eventbrite 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 Eventbrite are subject to the rules and regulations of such Payment Processing Partners. Additionally, in certain instances, for you to participate in the EPP Service, you must have entered into a separate agreement with our Payment Processing Partner (the “Payment Processor Agreement”). For convenience, Eventbrite shows you a balance of proceeds for your events in your Eventbrite 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 Eventbrite and not a store of value or a deposit/current account. (c) Confirmations. Upon an order being placed by a Consumer and confirmed through Eventbrite, Eventbrite generates a confirmation message and issues a unique confirmation number for such Consumer's order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by Eventbrite 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 Eventbrite all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the "Eventbrite Service Fee"). To the extent Organizer uses EPP, Organizer also agrees to pay Eventbrite the additional Eventbrite Payment Processing fee (the "Eventbrite Payment Processing Fee") for each ticket, registration or other item sold or donation solicited via the Services. The Eventbrite Service Fee and the Eventbrite Payment Processing Fee vary by country and processing currency. The current fees can be found eblink{here=>https://www.eventbrite.com/organizer/pricing}, with additional explanation in this eblink{article=>https://www.eventbrite.com/support/articleredirect?anum=7285} 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 Eventbrite, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which Eventbrite 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 Eventbrite Service Fee, the Eventbrite Payment Processing Fee and the Ancillary Fees are referred to herein as the "Fees." In addition to such Fees, Eventbrite may also charge you, at Eventbrite'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. Eventbrite may charge various fees to Consumers that are not passed on to Organizers, related to ticket sales, processing, handling, and access to various Eventbrite 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 Eventbrite 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 Eventbrite Payment Processing. (a) Underwriting. If you have requested EPP, then upon receipt of Additional Registration Data and if applicable your separate acceptance of the Payment Processor Agreement, Eventbrite will determine, in its discretion (which may be based on input from our Payment Processing Partners), whether you are qualified to use EPP. If you are not qualified to use EPP, but you are otherwise qualified to use the Services, Eventbrite 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, 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 EPP 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 EPP, 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, Eventbrite 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 Eventbrite 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 "Payments & Payouts." Payouts are made by ACH, or for Organizers with Event Registration Fees in USD only, 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"), 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 Eventbrite 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 Eventbrite or any of its Affiliates (including for any Eventbrite fees or any other amounts you owe to Eventbrite 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 Eventbrite 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 Eventbrite is served with legal process seeking to attach or garnish any of your funds or property in Eventbrite'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 EPP, Organizer hereby appoints Eventbrite 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 Eventbrite 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 Eventbrite. Organizer agrees that Eventbrite, 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, Eventbrite assumes no liability for any acts or omissions of Organizer and Organizer understands that Eventbrite's obligation to pay Organizer is subject to and conditional upon Consumers’ actual payment of Event Registration Fees. Organizer further authorizes Eventbrite to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Eventbrite 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. Eventbrite, 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 Eventbrite; and/or (iii) such terms that Organizer and Eventbrite agree to in a separate agreement. Organizer agrees that any payments made by Eventbrite 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 Eventbrite decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that Eventbrite 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 Eventbrite 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 Eventbrite the portion of any such advance demanded. Organizer acknowledges and agrees that Eventbrite 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 Eventbrite 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 Eventbrite believes there is a risk of cancellation or nonperformance, unless Eventbrite receives adequate security (as determined by Eventbrite 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 Eventbrite 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 Eventbrite 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 Eventbrite Right of Setoff. Eventbrite 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 Eventbrite or any of its Affiliates (with such percentage being determined by Eventbrite 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 Eventbrite against fraudulent or erroneous activity. Eventbrite'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 Eventbrite 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 Eventbrite or any of its Affiliates with adequate security (as determined by Eventbrite or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Eventbrite 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 Eventbrite 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 Eventbrite or its affiliates for any reason (except to the extent they are caused solely by Eventbrite'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 Eventbrite or its affiliates in connection with such chargebacks will ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Eventbrite for such amounts on demand. As part of Eventbrite's activity as limited payments agent, Eventbrite will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Eventbrite to do so and agrees to use reasonable efforts to cooperate with Eventbrite in such re-presentment. However, Eventbrite 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 Eventbrite's loss of any chargeback that has been re-presented by Eventbrite will not in any way limit Organizer's obligation to reimburse Eventbrite and its affiliates under this paragraph. (h) Currencies. Eventbrite only provides the Eventbrite Payment Processing Service for certain currencies and for Organizers in certain locations listed eblink{here=>https://www.eventbrite.com/support/articleredirect?anum=7285}. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. Eventbrite 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 eblink{here=>https://www.eventbrite.com/support/articleredirect?anum=7285}. (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 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. (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 Eventbrite's "layaway" functionality, upon Eventbrite'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 EPP Service. If you use pay by invoice you must supply bank account information requested by Eventbrite, which information will be displayed on invoices and order confirmations delivered by Eventbrite 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, Eventbrite will cause the Consumer's ticket to be validated such that when scanned with one of Eventbrite'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. Organizer agrees: (i) that such refund and such policy shall comply with the Organizer Refund Policy Requirements; and (ii) to administer such refund policy in accordance with its terms. The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for EPP transactions must be processed through Eventbrite, unless otherwise agreed by Eventbrite. For EPP transactions, the 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 Eventbrite. Eventbrite may determine in its sole discretion to not process any refunds that 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 Eventbrite platform (e.g. additional security sources) or remitting funds due for refunds back to Eventbrite so that refunds can be processed by Eventbrite on the Organizer's behalf. (ii) Organizer agrees that no refunds will be made outside of the Eventbrite platform (e.g. offline), and EPP refund transactions may only be employed for bona fide event refunds, and not for other activity such as money transfers, including without limitation cash advance transactions. (iii) If Organizer elects to remit funds back to Eventbrite so that Eventbrite can process refunds on Organizer's behalf, Organizer must remit funds to Eventbrite 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 Eventbrite 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 Eventbrite platform and respond to any Consumer refund requests received. (vii) Organizer acknowledges that Eventbrite reserves the right to charge the Organizer for the cost of any 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 $150, and cancels 1 day of the festival, the Organizer must provide a $50 refund to Consumers for the cancelled day. (ix) If the Organizer is offering Consumers a credit or other accommodation through which Organizer will “make good” on its obligations to Consumers in lieu of a purchase price refund, then (i) such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and (ii) such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law (as to which Organizer bears sole responsibility for compliance)) must be clearly communicated to the Consumers. The issuance of any credit or other accommodation is solely the Organizer's responsibility and the Organizer is responsible for compliance with all applicable local, state, provincial, national and other laws, rules and regulations. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if a credit, accommodation, or an "other make good" refund is given. Further, in the event that Organizer fails for any reason to honor a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was used, Eventbrite shall be entitled to exercise all rights under this Merchant Agreement, including but not limited to the right (but not the obligation) to issue refunds to impacted Consumer(s) and to collect such sums directly from Organizer. (x) This subsection applies to credits offered to Consumers who purchased through EPP transactions. Organizer agrees and understands that any funds associated with another “make good” issued in the form of a credit that is usable only for Organizer’s future events will, as between Eventbrite and the Organizer, be processed by Eventbrite in the same manner as a refund from Organizer’s account in accordance with the terms of this Merchant Agreement, including without limitation, appointment of Eventbrite as a limited payments agent pursuant to Section 4.3(c) of this Merchant Agreement. Such credit, upon use, will be processed on the Organizer’s behalf by Eventbrite as part of the final settlement of the event in accordance with the terms set forth herein for the EPP Service. A credit will be deemed “used” once the Consumer either attends the concluded event to which the credit was applied or fails to attend the concluded event to which the credit was applied. However, if Organizer has established a period in which such credit must be used and the credit is not used during the established period, such credit will be applied to Organizer’s account and settled with Organizer’s next scheduled payout, provided that Organizer offered a substitute event that was ticketed and completed during the established period. 4.5 Non-Exclusive Remedies; Taxes. (a) Non-Exclusive Remedies. If Organizer fails to pay to Eventbrite 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 Eventbrite or any of its Affiliates when due and following a late payment notice being delivered by Eventbrite, 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 Eventbrite 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 Eventbrite or any of its Affiliates, Eventbrite 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 Eventbrite or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer's Affiliates to Eventbrite 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 Eventbrite 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 Eventbrite 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 Eventbrite or any of its Affiliates, Eventbrite 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 Eventbrite 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 Eventbrite or any of its Affiliates are subject to collections in accordance with Section 4.5(b). (b) Collections; Costs of Recovery. Eventbrite reserves the right to pursue any late and unpaid amounts due and owing to Eventbrite 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 Eventbrite 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 Eventbrite 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 Eventbrite or any of its Affiliates. Organizer and any of its Affiliates agree that if Eventbrite 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, Eventbrite 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 Eventbrite 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”). Eventbrite 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 Eventbrite 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 Eventbrite Payment Processing, Eventbrite 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. Eventbrite 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 Eventbrite 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 Eventbrite for such Taxes upon demand and all costs, penalties, interest and expenses related thereto. (ii) Notwithstanding the preceding paragraph, Eventbrite 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, Eventbrite 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. Eventbrite 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 Eventbrite to pay any Taxes attributable to your Event as a result of the information you provided Eventbrite being incorrect, you agree to promptly and fully reimburse Eventbrite for such Taxes upon demand and all costs, penalties, interest and expenses related thereto. (iii) Notwithstanding paragraph (i) in this section, Eventbrite may, in certain jurisdictions, be required to collect and remit Taxes on Eventbrite Service Fees and Eventbrite Payment Processing Fees (“Eventbrite Fees”) to the Tax Authorities. In such jurisdictions, Eventbrite will collect from you Taxes on Eventbrite Fees, and you agree to pay such Taxes. Eventbrite may, at its sole election, invoice you for Taxes on Eventbrite Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Eventbrite Fees. With the exception of Taxes on Eventbrite Fees that Eventbrite collects from you pursuant to this paragraph and Taxes collected and remitted pursuant to paragraph (ii) in this section, 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 Eventbrite collects Taxes on Eventbrite Fees is available eblink{here=>https://www.eventbrite.com/support/articleredirect?anum=41585}. (iv) To comply with sales tax regulations of the European Union (the "EU"), Eventbrite is required to (A) collect Value Added Tax ("VAT") from Organizers on the Eventbrite Service Fee for paid tickets or registrations sold on or through the Site by Organizers residing in the EU who have not provided Eventbrite 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 Eventbrite Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to Eventbrite (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 Eventbrite for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. Eventbrite 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, Eventbrite will collect and remit VAT on the Eventbrite Service Fee on your behalf. In the interest of clarity, Eventbrite does not collect and remit VAT on the Eventbrite Payment Processing Fee or on the price of the tickets or registrations you sell on or through the Site. To learn more about Eventbrite's process for collecting and remitting VAT, see our article eblink{here=>https://www.eventbrite.co.uk/support/articleredirect?anum=17276}. (v) Except as set forth in Sections 4.5(c)(ii) and 4.5(c)(iii), in addition, due to IRS regulations, if Eventbrite 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, Eventbrite 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, Eventbrite 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 Eventbrite 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 eblink{here=>https://www.eventbrite.com/support/articleredirect?anum=6659}. (vi) Eventbrite 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 Eventbrite, 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 EPP. 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.