Grouprally Merchant Agreement

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Grouprally 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 8 of the Terms of Service.

1.1 The Services.

Grouprally’s products, features and offerings are available (a) online through various Grouprally properties including without limitation, Grouprally, Buylocalfundraising, Grouprally Communities (“Site(s)”); (b) off platform, including without limitation, RFID, entry management, sponsorship and marketing or distribution services; and (c) through mobile applications, webpages, application programming interfaces, and subdomains (“Applications”). (a), (b), and (c) are collectively referred to as “Grouprally Properties” or our “Services”. Grouprally is a Delaware corporation with its principal place of business in Montgomery County, Maryland (“Grouprally,” “us,” “we” or “our”). When this Merchant Agreement mentions “Grouprally,” “we,” “us,” or “our,” it refers to Grouprally, Inc. and its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. An “Affiliate” of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to this Merchant Agreement or thereafter. For purposes of this Agreement, “control” means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity.

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 groups and group members and/or group supporters using our Services (a) to consume information about, or purchase tickets for events (“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”.

2.0 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 an event, including selling tickets and/or registrations (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 Grouprally, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for an event including events that include selling tickets and/or registrations.

3.0 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 Grouprally 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, payment account information, Tax Identification Numbers, date of birth, passport or driver’s 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 and post 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 Grouprally 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 Grouprally to verify your Registration Data and Additional Registration Data and conduct due diligence as appropriate.

3.3 Failure to Provide.

We reserve the right to suspend your Grouprally 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.

4.0 Payment Methods; Payment Process.

4.1 Overview.

(a) Payment Methods.

There are two types of payment processing options Organizers that Grouprally may use to collect sales proceeds for paid tickets or registration: (i) “Facilitated Payment Processing” or “FPP,” which consists of collecting all sales proceeds (for the avoidance of doubt, including, without limitation, ticket face value, Grouprally Service Fees, Grouprally 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 Square; and (ii) “Grouprally Payment Processing,” “EPP,” or the “EPP Service,” in which Grouprally acts as Organizer’s limited payment collection agent for the purpose of collecting Event Registration Fees through its Payment Processing Partners (as defined below).

(b) Grouprally’s Role.

For the avoidance of doubt, Grouprally does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers if Grouprally elects EPP, serving as a limited payment collection agent as set forth below. To provide the EPP Service, Grouprally 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 Grouprally are subject to the rules and regulations of such Payment Processing Partners. For convenience, Grouprally may provide you a balance of proceeds for your events in your Grouprally 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 Grouprally and not a store of value or a deposit/current account.

(c) Confirmations.

Upon an order being placed by a Consumer and confirmed through Grouprally, Grouprally 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 Grouprally 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 Grouprally all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “Grouprally Service Fee”). Organizer also agrees to pay Grouprally the additional Grouprally Payment Processing fee (the “Grouprally Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The current fees as of November, 2018, per paid ticket; Grouprally service fee of 7% to 10% of the gross ticket price, Grouprally payment processing fee of $.30 for each paid ticket, plus 2.89% of the gross ticket price. In the event, fees are different, this will be fully disclosed to the organizer via email and a Grouprally prepared financial worksheet for the Organizer.  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 Grouprally, including without limitation marketing and promotion services, on-site services and others, which Grouprally may provide at its discretion and the terms of which will be covered by a separate agreement. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The Grouprally Service Fee, the Grouprally Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” In addition to such Fees, Grouprally may also charge you, at Grouprally’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.

Grouprally may charge various fees to Consumers that are not passed on to Organizers, related to ticket sales, processing, handling, and access to various Grouprally 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 Grouprally 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 all fees and 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 ten days of delivery of the invoice.

4.3 Grouprally Payment Processing.

(a) Underwriting.

If we have enabled EPP and you have requested it, then upon receipt of Additional Registration Data, Grouprally will determine, in its discretion, whether you are qualified to use EPP. If you are not qualified to use EPP, but you are otherwise qualified to use the Services, Grouprally 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 or FPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, Grouprally will cause our Payment Processing Partners to pass along all Event Registration Fees related to such event that have been collected by our Payment Processing Partners, subject to (i) deduction of all applicable Fees then due; (ii) 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 Grouprally 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 ACH, or 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 set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners or a Card Scheme, you are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa, American Express), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time. You agree that, regardless of the delivery option used by Grouprally 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 Grouprally or any of its Affiliates, or both (a) and (b), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your or your Affiliate’s credit profile or the underlying event(s)’ risk profile, fraudulent conduct by you, any of your Affiliates or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement or any other applicable agreement for Services provided by Grouprally 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 Grouprally is served with legal process seeking to attach or garnish any of your funds or property in Grouprally’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 or FPP, Organizer hereby appoints Grouprally as Organizer’s limited payment collection agent solely for the purpose of collecting payments made by Consumers for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Consumer to Grouprally will be considered the same as a payment made by an Consumer directly to Organizer and Organizer will sell or provide all advertised goods and services to the Consumer as if Organizer had directly received the Event Registration Fees from such Consumer, regardless of whether the Event Registration Fees have yet to be received from Grouprally. Organizer agrees that in its role as limited agent, Grouprally is authorized to (i) enable Consumers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organizer during the event registration process); (ii) hold, disburse and retain proceeds on Organizer’s behalf pursuant to this Merchant Agreement; (iii) issue refunds to Consumers as set forth in Section 4.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, Grouprally assumes no liability for any acts or omissions of Organizer and Organizer understands that Grouprally’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Consumers. Organizer further authorizes Grouprally to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Grouprally 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. Grouprally, 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 Grouprally; and/or (iii) such terms that Organizer and Grouprally agree to in a separate agreement. Organizer agrees that any payments made by Grouprally 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 Grouprally decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that Grouprally 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 Grouprally 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, 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 Grouprally the portion of any such advance demanded. Organizer acknowledges and agrees that Grouprally 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 Grouprally 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 Grouprally believes there is a risk of cancellation or nonperformance, unless Grouprally receives adequate security (as determined by Grouprally in its discretion) for Organizer’s obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event will be earned until that event is successfully completed. If payments have already been made to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by Grouprally all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.4. You are responsible for complying with the requirements of Section 4.4 and the requirements of the Organizer Refund Policy Requirements which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds to Grouprally 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 Grouprally Right of Setoff.

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

(h) 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.

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

(ii) Organizer agrees that no refunds will be made outside of the Grouprally platform (e.g. offline), and EPP 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 Grouprally so that Grouprally can process refunds on Organizer’s behalf, Organizer must remit funds to Grouprally that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.

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

(v) Organizer will be responsive to Consumers with refund requests, subject to the event refund policy/

(vi) Organizer acknowledges that Grouprally 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.

(vii) 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 for $150, and cancels 1 day of the festival, the Organizer must provide a $50 refund to Consumers for the cancelled day.

(viii) 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, Grouprally will try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to EPP transactions, Grouprally 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 Grouprally 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) Grouprally believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy or Grouprally’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) Grouprally believes in its discretion that the refund request, if not granted, will lead to a chargeback that Grouprally is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and Grouprally believes in its discretion that a refund would be reasonable under the circumstances; (vii) Grouprally believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Grouprally believes in its discretion that the order is a duplicate. Organizer also authorizes Grouprally to make refunds of any and all orders (including those for unrelated events) if (A) Grouprally believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) Grouprally believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) Grouprally 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) Grouprally 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 Grouprally to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Grouprally and its affiliates upon demand for refunds that Grouprally makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Grouprally’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Grouprally in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Grouprally is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement. If you do not remit funds to Grouprally 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 Grouprally 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 Grouprally or any of its Affiliates when due and following a late payment notice being delivered by Grouprally, 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 Grouprally 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 Grouprally or any of its Affiliates, Grouprally 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 Grouprally or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer’s Affiliates to Grouprally 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 Grouprally 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 Grouprally 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 Grouprally or any of its Affiliates, Grouprally 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 Grouprally 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 Grouprally or any of its Affiliates are subject to collections in accordance with Section 4.5(b).

(b) Collections; Costs of Recovery.

Grouprally reserves the right to pursue any late and unpaid amounts due and owing to Grouprally 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 Grouprally 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 Grouprally 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 Grouprally or any of its Affiliates. Organizer and any of its Affiliates agree that if Grouprally 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, Grouprally 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 or any or other applicable agreement for Services provided by Grouprally 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”). If you do collect Taxes and use Grouprally Payment Processing, Grouprally 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. Grouprally 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 Grouprally 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 Grouprally for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(ii) Notwithstanding the preceding paragraph, Grouprally may, in certain jurisdictions, be required to collect and remit Taxes on Grouprally Service Fees and Grouprally Payment Processing Fees (“Grouprally Fees”) to the Tax Authorities. In such jurisdictions, Grouprally will be solely responsible for the payment of such taxes.

(iii) Due to IRS regulations, if Grouprally 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, Grouprally 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, Grouprally 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 Grouprally until either (A) or (B) above are satisfied.

(iv) Grouprally 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 Grouprally, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.

4.6 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.

5.0 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, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”);

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

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

If you fall into any of the categories set forth above, as determined by Grouprally 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, state, provincial, national or other law, rule or regulation;

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

(c) take place in Restricted Countries; and

(d) contain any Content (as defined in the Terms of Service) that would violate the Terms of Service

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

5.3 Prohibited Transactions.

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

(a) any transaction that would violate 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 Grouprally in its discretion, is a “Prohibited Transaction.”

5.4 Remedies.

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

(a) suspend or terminate your Grouprally 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.

6.0 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 acknowledge and agree that a substantial portion of the compensation the company receives for making the site available to you is collected through the Service Fees related to events. The company only receives fees when parties pay and receive payment through the Site or off the site that are related to bookings made on the site. Therefore, for 18 months from the time you identify or are identified by any party through the Site, you agree to use the Site as your exclusive method to request, make, and receive all bookings and payments for services directly or indirectly with that party or arising out of your relationship with that party (the “Grouprally Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another group worked together before meeting on the Site, then the Grouprally relationship does not apply. If you use the Site as an employee, agent, or representative of another business, then the Grouprally relationship period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.

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 Grouprally 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.

7.0 Termination.

In addition to our right to terminate your use of the Services under the Terms of Service, Grouprally 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 EPP Service or your right to accept payments via the EPP Service in their sole discretion; (c) if Grouprally is served with legal process seeking to attach or garnish any of your funds or property in Grouprally’s possession; or (d) Grouprally is put on notice pursuant to UCC 9-406 of a “Notice of UCC Demand” or similar communication, or a UCC-1 financing statement, informing Grouprally that you have granted a right to assignment of payments to the your lender as a secured party.

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