Merchant Agreement

This Merchant Agreement (Agreement) and the rights and obligations contained in this Agreement are in addition to and are incorporated into the YADA Terms & Conditions by reference. Nothing in this Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms & Conditions. Please read this 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.

 

  1. Background.
    1.1 About YADA Events.
    YADA powers events and brings them to life through the provision of a self-service platform that covers everything from event promotion, registration and ticketing, through attendee collaboration, to data capture and post-event marketing. We create moments you can measure...

    1.2 Our Services.
    YADA’s products, features and offerings are available online through mobile applications, webpages, application programming interfaces, and subdomains ("Applications"). YADA Events Technology Limited is registered in England and Wales (registered number: 09823238) at 1 Primrose Street, London, EC2A 2EX, United Kingdom ("YADA", "us," "we" or "our"). When this Agreement mentions "YADA", "we", "us", or "our", it refers to YADA Events Technology Limited and its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.

    1.3 Organisers and Consumers.
    When this Agreement uses the term "Organiser" we mean event creators using the Services to create, list or promote events for consumers using our Services (a) to consume information about, or purchase tickets for events ("Consumers"), or (b) for any other reason. Organisers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users", "you" or "your”.
     

  2. Our Merchant Agreement.
    2.1 Purpose.
    The following policy sets forth the terms and conditions upon which Organisers can use the Services to create, promote and/or collect sales proceeds for an event selling tickets and/or registrations (this "Merchant Agreement"). By accepting the YADA Terms & Conditions, you agree to the terms of this Agreement without modification and enter into a binding contract with YADA, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for an event selling tickets and/or registrations.
     

  3. Additional Registration Information.
    3.1 Additional Information.
    As part of the creation of a paid event or at any time following such creation, you may be required by YADA 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, ‘Trading’ names, description of products, website address, bank account or other payment account information, Tax Reference Numbers, date of birth, passport or drivers licence number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

    3.2 Disclosure Authorisation.
    The Organiser agrees that YADA is permitted to share Registration Data (as defined in the YADA Terms & Conditions), Additional Registration Data and information relating to your events and transactions on the Services with our Payment Processing Partners 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 authorise YADA to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

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

  4. Payment Methods and Payment Process.
    4.1 Overview.
    (a) Payment Method.
    YADA undertakes to act as the Organiser's limited payment collection agent for
    collecting Event Registration Fees through its Payment Processing Partners.
    (b) YADA's Role.
    YADA does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organiser other than serving as a limited payment collection agent as set out below. To provide the Service, YADA utilises third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, "Payment Processing Partners") and both Organisers and YADA are subject to the rules and regulations of such Payment Processing Partners. For convenience, YADA shows you a balance of proceeds for your events in your YADA account, and that balance reflects the amount of Event Registration Fees collected by our Payment Processing Partners on your behalf.
    (c) Confirmations.
    Upon an order being placed by a Consumer and confirmed through YADA, YADA generates a confirmation message and issues a unique confirmation number for such Consumer's order. The Organiser agrees to unconditionally accept, honour and fulfil all ticketing, registration, and merchandise commitments that have been confirmed by YADA through the Services. The Organiser agrees it is Organiser's responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.
    (d) Fees.
    Organisers agree to pay YADA all applicable service fees for each ticket, registration or other item sold via the Services (the "YADA Service Fee"). The current fees are fixed at 4.5% of the ticket price + GBP0.45 per ticket but are subject to change from time to time with respect to transactions that occur following the change. In addition, the Organiser may request additional Services from YADA, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which YADA 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 Organiser prior to Organiser's acceptance of such Services. The YADA Service Fee and the Ancillary Fees are referred to herein as the "Fees”. In addition to such Fees, YADA may also charge you, at YADA'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, such as pursuant to a court order.
    YADA may charge various fees to Consumers that are not passed on to Organisers, related to access to various YADA content and services. We have sole discretion to set and assess such fees.

    4.2 YADA Payment Processing.
    (a) Underwriting.
    Upon receipt of Additional Registration Data, YADA will determine, in its discretion, whether you are qualified to use YADA Payment Processing. If you are not qualified for YADA Payment Processing, but you are otherwise qualified to use the Services, YADA will notify you unless the reason that you do not qualify for 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 us and you authorise 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 4.2(f).
    (b) Payment Process.
    Payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, YADA 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 Agreement, the YADA Terms & Conditions or other applicable agreement for Services provided by YADA or any of its Affiliates; (iii) any other deductions authorised pursuant to this Agreement; and (iv) any reserves established as set forth in subsection (f) below. Such payment will be made only to the payment information designated by the Organiser on the Services under "Payment Options”. Payments are made by electronic transfer. You agree that you will not request or use any information related to that payment method for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Agreement.
    If any bank account details you provide to us, including a bank account number and sort code 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 details you provide to us as the proper identification of your bank account, even if the bank account details 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 details 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 4.2(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 YADA 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 YADA Terms & Conditions, including this Agreement or any other applicable agreement for Services provided by YADA or any of its Affiliates. We may exercise such setoff rights before we make any payment 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 4.4 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 YADA is served with legal process seeking to attach or garnish any of your funds or property in YADA's possession.
    (c) Appointment as Agent.
    With respect to any events the Organiser hereby appoints YADA as the Organiser's limited payment collection agent solely for the purpose of collecting payments made by Consumers for such events through our Payment Processing Partners. The Organiser agrees that a payment made by a Consumer to YADA will be considered the same as a payment made by a Consumer directly to the Organiser and the Organiser will sell or provide all advertised goods and services to the Consumer as if the Organiser had directly received the Event Registration Fees from such Consumers, regardless of whether the Event Registration Fees have yet to be received from YADA. The Organiser agrees that in its role as limited agent, YADA is authorised to (i) enable Consumers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by the Organiser during the event registration process); (ii) hold, disburse and retain proceeds on the Organiser's behalf pursuant to this Agreement; (iii) issue refunds to Consumers as set forth in Section 4.3 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of the Organiser, YADA assumes no liability for any acts or omissions of the Organiser and the Organiser understands that YADA's obligation to pay the Organiser is subject to and conditional upon receipt of the associated Event Registration Fees from Consumers. The Organiser further authorises YADA to delegate its obligations under this Agreement to certain of its affiliated entities, provided, that YADA will remain liable for the discharge of its obligations under this Agreement by such affiliated entities.
    (d) Advances.
    The Organiser agrees that all Event Registration Fees for a given event are earned by the Organiser only following the conclusion of the applicable event. YADA, in its discretion, may determine to advance a portion of Event Registration Fees to the Organiser prior five (5) business days after the successful completion of an event, on such terms and conditions set forth in (i) this Agreement; (ii) the applicable agreement for Services entered into by you and YADA; and/or (iii) such terms that the Organiser and YADA agree to in a separate agreement. The Organiser agrees that any payments made by YADA 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 the Organiser under this Agreement. If YADA decides to advance a portion of Event Registration Fees to the Organiser, the Organiser acknowledges and agrees that YADA may at any time (x) terminate or suspend the Organiser'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 the Organiser. In addition, the Organiser agrees that YADA 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 the Organiser's credit profile or the underlying event(s)' risk profile, or breaches of the YADA Terms & Conditions, including this Agreement. Upon receipt of notice of any such demand, the Organiser will promptly pay back to YADA the portion of any such advance demanded. The Organiser acknowledges and agrees that YADA has the right to withhold funds as set forth in Sections 4.2(b) and 4.4(a) of this Agreement. The Organiser also acknowledges and accepts its obligations under Section 4.2(g) and 4.3(c) of the Agreement, including its obligations to reimburse YADA for refunds and credit card chargebacks.
    (e) Cancellations; Non-performance.
    No payments will be made to the Organiser with respect to any event that is cancelled or with respect to which YADA believes there is a risk of cancellation or non-performance, unless YADA receives adequate security (as determined by YADA in its discretion) for the Organiser'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 Organiser for a cancelled event, the Organiser will immediately refund to a payment address designated by YADA all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.3. You are responsible for complying with the requirements of Section 4.3 and the requirements of the Organiser Refund Policy Requirements which are in addition to and are incorporated into the YADA Terms & Conditions by reference. If you do not remit funds to YADA that are sufficient to cover refunds due to Consumers for an event cancellation or non-performance, including, but not limited to, any mandatory refunds under Section 4.3(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 YADA Terms & Conditions, including this Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.3(f) and 4.4 of this Agreement.
    (f) Reserves and YADA Right of Setoff.
    YADA 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 YADA or any of its Affiliates (with such percentage being determined by YADA 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 Organiser's credit profile or the underlying event(s)' risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the YADA Terms & Conditions, including this Agreement, or to protect YADA against fraudulent or erroneous activity. YADA's right to hold a reserve will continue following the applicable event(s) and until either (A) the Organiser and any of its Affiliates have discharged all obligations under the YADA Terms & Conditions or other applicable agreement for Services provided by YADA or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) the Organiser and any of its Affiliates have otherwise provided YADA or any of its Affiliates with adequate security (as determined by YADA or its Affiliates in their discretion) for its obligations under the YADA Terms & Conditions or other applicable agreement for Services provided by YADA 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 4.2(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 YADA or any of its Affiliates, including this 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 YADA or its affiliates for any reason (except to the extent they are caused solely by YADA's negligence or wilful misconduct) with respect to an Organiser's event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by YADA or its affiliates in connection with such chargebacks will ultimately be the responsibility of the Organiser, and the Organiser agrees to promptly and fully reimburse YADA for such amounts on demand. As part of YADA's limited payment collection agency, YADA will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of the Organiser and the Organiser hereby authorises YADA to do so and agrees to use reasonable efforts to cooperate with YADA in such re-presentment. However, YADA 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 Organiser's refund policy or the provisions of Section 4.3(c) below. Both parties agree that YADA's loss of any chargeback that has been re-presented by YADA will not in any way limit the Organiser's obligation to reimburse YADA and its affiliates under this paragraph.
    (h) Currencies.
    YADA only provides the YADA Payment Processing Service for certain currencies and for Organisers in certain locations. In addition, Event Registration Fees collected in a currency may only be paid out to the Organiser in the currency in which they are collected. YADA does not provide currency conversion services.

    4.3 Refunds.
    (a) Refund Policy and Process.
    Organisers agree to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Organiser Refund Policy Requirements and to administer such policy in accordance with its terms. The Organiser Refund Policy Requirements are incorporated by reference into this Agreement. All refunds for must be processed through YADA, unless otherwise agreed by YADA. Organisers 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 YADA. YADA may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by the Organiser. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or non-performance of an event are subject to the following refund requirements:
    (i) In the event of a full or partial event cancellation, the Organiser agrees to issue refunds to Consumers either by using backup funding sources within the YADA platform (e.g. additional security sources), or by remitting funds due for refunds back to YADA so that refunds can be processed by YADA on the Organiser's behalf.
    (ii) The Organiser agrees that no refunds will be made outside of the YADA platform (e.g. offline), and 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 the Organiser elects to remit funds back to YADA so that YADA can process refunds on the Organiser's behalf, the Organiser must remit funds to YADA that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.
    (iv) The Organiser agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.
    (v) The Organiser will be the main point of contact for Consumers with refund requests, and Organiser will instruct the Consumers not to contact YADA with refund requests.
    (vi) The Organiser will provide clear instructions and contact information to Consumers so that Consumers can make refund requests.
    (vii) Organisers acknowledges that YADA reserves the right to charge the Organiser for the cost of charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.3(f) and 4.4 of this Agreement.
    (viii) If the Organiser cancels only part of a multi-day event, then the Organiser 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.
    (ix) If the Organiser 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. The Organiser 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.
    All disputes regarding refunds are between the Organiser and its Consumers. In the event of a dispute, YADA may try to mediate, but ultimately it is Organiser's obligation to settle the dispute. Notwithstanding the foregoing, YADA will have the right to make refunds on Organiser's behalf as set forth in subsection (c) below.
    (c) Mandatory Refunds.
    The Organiser authorises YADA to make refunds in the following situations (i) the Organiser specifically authorises the refunds at the time; (ii) the event description presented to a 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 Organiser to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns; (iv) YADA believes in its discretion that specific orders should be refunded under the Organiser's posted refund policy or YADA's Organiser Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation; (v) YADA believes in its discretion that the refund request, if not granted, will lead to a chargeback that YADA is more likely than not to lose; (vi) the Organiser failed to list a refund policy on the applicable event page and YADA believes in its discretion that a refund would be reasonable under the circumstances; (vii) YADA believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) YADA believes in its discretion that the order is a duplicate. The Organiser also authorises YADA to make refunds of any and all orders (including those for unrelated events) if (A) YADA believes in its discretion that Organiser has engaged in any fraudulent activity or made any misrepresentations; (B) YADA believes in its discretion that there is substantial risk of non-performance by the Organiser with respect to the applicable event or future events; (C) YADA 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) YADA believes in its discretion that the Organiser 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 YADA to legal liability. Because all sales are ultimately made by Organisers, the Organiser hereby agrees to promptly and fully reimburse YADA and its affiliates upon demand for refunds that YADA makes pursuant to this Agreement, other than to the extent that the necessity for such refunds is caused by YADA's negligence or wilful misconduct. The Organiser acknowledges and agrees that chargebacks will result in losses to YADA in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback YADA is mitigating such losses and its damages with respect to the Organiser's breach of this Agreement. If you do not remit funds to YADA that are sufficient to cover mandatory refunds as described by this Section 4.3(c) for an event cancellation or non-performance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the YADA Terms & Conditions, including this Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.3(f) and 4.4 of this Agreement.

    4.4 Non-Exclusive Remedies; Taxes.
    (a) Non-Exclusive Remedies.
    If the Organiser fails to pay to YADA or any of its Affiliates any amount owed pursuant to the YADA Terms & Conditions (including without limitation this Agreement) or any other applicable agreement for Services provided by YADA or any of its Affiliates when due and following a late payment notice being delivered by YADA, 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 the Organiser or any of its Affiliates to YADA or any of its Affiliates under the YADA Terms & Conditions (including without limitation this Agreement) or any or other applicable agreement for Services provided by YADA or any of its Affiliates, YADA 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 the Organiser or any of the Organiser's Affiliates, whether for a particular event or for any other event that the Organiser or any of the Organiser's Affiliates lists through the Services or other applicable agreement for Services provided by YADA or any of its Affiliates, and use the withheld amount to setoff the amount owed by the Organiser or any of the Organiser's Affiliates to YADA or any of its Affiliates; and/or (B) send an invoice to the Organiser or any of its Affiliates for such amounts to the extent the Organiser's or any of its Affiliate's outstanding balance is insufficient to cover these costs, in which case the Organiser or any of its Affiliates will pay YADA 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 YADA or any of its Affiliates hereunder is not made by the Organiser or any of its Affiliates when due and after receiving a late payment notice from YADA or any of its Affiliates, YADA or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate the Organiser's or any of the Organiser's Affiliate's registration for any Services provided by YADA or any of its Affiliates (including any and all accounts that the Organiser or any of the Organiser's Affiliates may have). In addition, any such unpaid amounts due and owing to YADA or any of its Affiliates are subject to collections in accordance with Section 4.4(b).
    (b) Collections; Costs of Recovery.
    YADA reserves the right to pursue any late and unpaid amounts due and owing to YADA 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, the Organiser agrees to promptly and fully reimburse YADA or any of its Affiliates upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable legal fees and expenses, incurred by YADA or any of its Affiliates in collecting past due amounts or any other amounts due and owing from the Organiser or any of its Affiliates under this Agreement, the YADA Terms & Conditions or any or other applicable agreement for Services provided by YADA or any of its Affiliates. The Organiser and any of its Affiliates agree that if YADA or any of its Affiliates must seek collections for past due amounts and the Organiser or any of its Affiliates does not respond or pay in full after receiving a collection notice, YADA 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 YADA Terms & Conditions.
    (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 you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if YADA provides you with tax tools or tax calculators that assist you in doing so. YADA does not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors, and you hereby release YADA of any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you do collect Taxes on the Services, those Taxes will be treated like Event Registration Fees and YADA will pay such amounts to you at the same time as the underlying Event Registration Fees. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. YADA cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires YADA to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse YADA for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
    (ii) To comply with sales tax regulations of the European Union (the "EU"), YADA is required to (A) collect Value Added Tax ("VAT") from Organisers on the YADA Service Fee for paid tickets or registrations sold on or through the Site by Organisers residing in the EU who have not provided YADA 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 YADA Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to YADA (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 YADA for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. YADA does not require Organisers to have a VAT ID. However, if you are an Organiser residing in the EU, and you do not have a VAT ID or you do not provide us with your VAT ID, YADA will collect and remit VAT on the YADA Service Fee on your behalf.
    (iii) YADA 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 YADA, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.

    4.5 Unclaimed Property and 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 transfer them to the applicable governmental authority in accordance with applicable laws.
     

  5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.
    5.1 Prohibited Merchants.
    By registering for the Services and accepting this 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.
    If you fall into any of the categories set forth above, as determined by YADA 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) take place in Restricted Countries; and
    (c) contain any Content (as defined in the YADA Terms & Conditions) that would violate the YADA Terms & Conditions.
    Any event that falls into any of the categories set forth above, as determined by YADA in its discretion, is a "Prohibited Event."

    5.3 Prohibited Transactions.
    You may not use YADA 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", 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 events, or sale of items related to such events.
    Any transaction that falls into any of the categories set forth above, as determined by YADA in its discretion, is a "Prohibited Transaction."

    5.4 Remedies.
    In the event that YADA 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 YADA may take any or all of the following actions in its discretion in addition to any and all remedies that YADA may have under the law or elsewhere in the YADA Terms & Conditions:
    (a) suspend or terminate your YADA 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 and/or applicable law enforcement agencies for further action.
     

  6. Representations And Warranties.
    In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organised, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.
    Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your events are ticketed correctly, and that only valid tickets are honoured. You understand and agree that YADA is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honoured, including any tickets procured through, or representing, fraud or deceptive practises.
     

  7. Termination.
    In addition to our right to terminate your use of the Services under the YADA Terms & Conditions, YADA 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 terminate our right to provide the Payment Processing Service or your right to accept payments via the Service in their sole discretion; (c) if YADA is served with legal process seeking to attach or garnish any of your funds or property in YADA's possession; or (d) YADA 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 YADA that you have granted a right to assignment of payments to your lender as a secured party.

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YADA Events Technology Limited is a part of The Expede Group,

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© YADA Events Technology Ltd 2018