Merchant Agreement
The following terms set forth the terms and conditions upon which you may use the Services to collect sales proceeds from (a) the sale of tickets, order processing, registrations, or other items (e.g., merchandise; travel; lodging) related to an event, or (b) the solicitation of event-related donations (such sales proceeds and donations collectively “Event Registration Fees”) (this “Merchant Agreement”), and specifically applies to those who use the Services for such purposes (“you” or “Organizer(s)”). Where applicable this Merchant Agreement will apply to Organizers that use the Services to offer registrations to events that are free.

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Terms of Service by reference. Nothing in this Merchant Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service. In the event of any conflict between the Terms of Service and this Merchant Agreement, the Merchant Agreement will prevail only to the extent of the conflict.

IMPORTANT NOTICE: THE TERMS OF THIS MERCHANT AGREEMENT SUPPLEMENT OUR TERMS OF SERVICE. PLEASE READ THOSE TERMS OF SERVICE CAREFULLY, INCLUDING THE SECTION ON ARBITRATION AND CLASS ACTION WAIVER.

1. Additional Registration Information.

1.1 Additional Information.

As part of the creation of a paid event or at any time following such creation, you may be required by festiVOL 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 a current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or 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 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.

1.2 Disclosure Authorization.

Organizer agrees that festiVOL is permitted to share Registration Data (as defined in the Terms of Use. To the extent of a conflict between those terms herein and those within the Privacy Policy, the terms herein will govern only to the extent of the conflict.

1.3 Failure to Provide.

We reserve the right to suspend your festiVOL 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.

2. Payment Methods; Payment Process. (2.1-2.3)

2.1 Overview.

(a) Payment Methods.

There are two types of payment processing options Organizers may elect to use to collect sales proceeds for paid events: (i) “Event Payment Processing” or “EPP,” which consists of collecting Event Registration Fees using a third-party merchant account Organizer provides (e.g. Authorize.net) (ii) “festiVOL Payment Processing,” “fPP,” or the “fPP Service,” in which festiVOL 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) festiVOL’s Role.

For the avoidance of doubt, festiVOL does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers who elect fPP, serving as a limited payment collection agent as set forth below. To provide the fPP Service, festiVOL 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 festiVOL are subject to the rules and regulations of such Payment Processing Partners. For convenience, festiVOL may show you a balance of proceeds for your events in your festiVOL account, however, that balance merely reflects the amount of Event Registration Fees collected by a third party payment service (EPP) or by our Payment Processing Partners (fPP), and in the case of fPP, represents only a general unsecured claim against festiVOL and not a store of value or a deposit/current account.

(c) Confirmations.

Upon an order being placed by a Participant and/or confirmed through festiVOL, Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by festiVOL through the Services, and it is Organizer’s responsibility to verify any event restrictions prior to the applicable event.

(d) Fees.

Regardless of the payment processing option elected, Organizer agrees to pay festiVOL all applicable service fees required for use of the festiVOL Services (the “festiVOL Service Fee”). In most instances, the festiVOL Service Fee is applied to each Event Registration Fee received by the Organizer via the Services. However, the festiVOL Service Fee may also appear as a single or repeating flat rate depending on the type or size of the event. To the extent Organizer uses fPP, Organizer also agrees to pay festiVOL, where applicable, the additional festiVOL Payment Processing fee (the “festiVOL Payment Processing Fee”) for each Event Registration Fee, which festiVOL Payment Processing Fee may include without limitation, a processing fee applied to the festiVOL Service Fee. The festiVOL Service Fee and the festiVOL Payment Processing Fee vary by things such as, and without limitation, Services available, country, and processing currency. The current fees, as well as Services included as part of the Fees, can be found at https://www.fesetiVOL.com/pricing (the “Fees Page”). Note that these fees, and any accompanying included Services, are subject to change from time to time with respect to either transactions or events that occur following the change. In addition, Organizer may from time to time request additional Services from festiVOL, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets, consulting and account management, which festiVOL may provide at its discretion. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The festiVOL Service Fee, the festiVOL Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” For the avoidance of doubt, unless otherwise agreed in each instance, Fees collected by festiVOL are non-refundable for any reason.

2.2 Facilitated Payment Processing.

(a) Independent Relationship.

When using EPP, Organizers and Participants 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 festiVOL accepts no obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

(b) Invoices.

Invoices for Fees are sent to Organizers monthly for Fees incurred in the previous month. All invoices are due and payable within thirty (30) days of delivery of the invoice.

2.3 festiVOL Payment Processing.

(a) Underwriting.

If you have requested fPP, then upon receipt of Additional Registration Data, festiVOL will determine, in its discretion, whether you are qualified to use fPP. If you are not qualified to use fPP, but you are otherwise qualified to use the Services, festiVOL will notify you and you may switch to fPP unless the reason that you do not qualify for fPP 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 3. 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 fPP 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 2.3(f).

(b) Payment Process.

When using fPP, payment processing occurs directly through our Payment Processing Partners. Within fifteen (15) business days after the successful Close Out of an event within festiVOL (following two week forfeiture period, event transaction tools have been closed out/disabled by event EVENT CLOSE OUT, Section 3.4), festiVOL 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 under this Merchant Agreement; (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 primarily made by ACH, or for Organizers with Event Registration Fees in USD only, and in limited circumstances, by check to an address in the United States or Canada. In addition, fPP 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 festiVOL to make a payout to you, you shall not use any information related to that payout method (including, but not limited to, any check or check information), or request such information with an intent to use it, 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 for 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 the account number you provided, 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, setoff against your reserve, setoff against any Event Registration Fees you receive, or both, based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your credit profile or the underlying event(s)’ risk profile, fraudulent conduct by you or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement. 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 2.5 of this Agreement regarding recovery of such amounts due and payable to us from you.

(c) Appointment as Agent.

With respect to any events for which Organizer uses fPP, Organizer hereby appoints festiVOL as Organizer's limited payment collection agent solely for the purpose of collecting payments made by Participants for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Participants to festiVOL shall be considered the same as a payment made by a Participant directly to Organizer and Organizer will sell or provide all advertised goods and services to the Participant as if Organizer had directly received the Event Registration Fees from such Participant, regardless of whether the Event Registration Fees have yet to be received from festiVOL. Organizer agrees that in its role as limited agent, festiVOL is authorized to (i) enable Participants 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 Participants as set forth in Section 2.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, festiVOL assumes no liability for any acts or omissions of Organizer and Organizer understands that festiVOL’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Participants. Organizer further authorizes festiVOL to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that festiVOL will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.

(d) Payments.

Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of Event Close Out of the applicable event. Organizer acknowledges and agrees that festiVOL has the right to withhold funds as set forth in Sections 2.3(b) and 2.5(a) of this Merchant Agreement. Organizer also acknowledges and accepts its obligations under Section 2.3(g) and 2.4(c) of the Merchant Agreement, including its obligations to reimburse festiVOL for fees and credit card chargebacks.

(e) Cancellations; Nonperformance.

No payments shall be made to Organizer with respect to any event that is cancelled or with respect to which festiVOL believes there is a risk of cancellation or nonperformance, unless festiVOL receives adequate security (as determined by festiVOL in its discretion) for Organizer’s obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event shall be earned until that event is successfully completed and Financial Transactions Closed Out (EVENT CLOSE OUT, Section 3.4). You are responsible for complying with the requirements of Section 2.4 and the requirements of festiVOL’s Organizer Refund Policy Requirements, Reimbursement Policy Requirements, and Application Terms Policy Requirements, which are in addition to and are incorporated into the Terms of Use by reference. If you do not remit funds to festiVOL that are sufficient to cover refunds due to Participants for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 2.4(c) below, then you acknowledge and agree that the unremitted amount will become due and payable to us under these Terms of Service, including this Merchant Agreement, and subject to a setoff right until you have satisfied the amount in full. Such unremitted amounts are also subject to the provisions of Sections 2.3(f) and 2.5 of this Merchant Agreement.

(f) Reserves and festiVOL Right of Setoff.

festiVOL reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by festiVOL 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, disputed Reimbursements, 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 festiVOL against fraudulent or erroneous activity. festiVOL’s right to hold a reserve shall continue following the applicable event(s) and until either (A) Organizer has discharged all obligations under the Terms of Service and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed; or (B) festiVOL determines it no longer has risk or exposure that would otherwise be mitigated by the reserve. Further, the reserve is subject to the right of setoff as set forth in Section 2.3(b). In the event that the exercise of our setoff right does not fully cover the amount of funds due and owing from you to us under these Terms of Service, including this Merchant Agreement, then such amount of funds shall 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 festiVOL or its affiliates for any reason (except to the extent they are caused solely by festiVOL’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 festiVOL or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse festiVOL for such amounts on demand. As part of festiVOL’s limited payment collection agency, festiVOL will use commercially reasonable efforts to manage the re-presentment of chargebacks and reversals on behalf of Organizer for chargebacks pertaining to general program guidelines and Organizer hereby authorizes festiVOL to do so and agrees to use reasonable efforts to cooperate with festiVOL in such re-presentment. However, festiVOL shall have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organizer’s refund policy or the provisions of Section 2.4(c) below. festiVOL will not represent any he-said-she-said chargebacks, or chargebacks based on event communications that are not laid out in program Terms, but will contact the Organizer to dispute these chargebacks at will. 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 festiVOL’s loss of any chargeback that has been re-presented by festiVOL shall not in any way limit Organizer’s obligation to reimburse festiVOL 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 fPP, 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.

(i) Special Payment Terms.

The following additional terms apply to the extent you use the corresponding payment option:

(i) Recurring Payments/Layaway. Organizer may use festiVOL’s “layaway” functionality, upon festiVOL’s prior approval. If Organizer elects to use such functionality, Organizer agrees to display all notices required by and to comply in all respects with all applicable local, state, provincial, national and other laws, rules and regulations and the Payment Scheme Rules, including with respect to consumer cancellations and refunds. No additional fees or increased prices may be charged for tickets purchased on “layaway” and the number of installments may not exceed four (4).

2.4 Refunds.

(a) Refund Policy and Process.

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Participants with respect to each event posted on the Services that meets the requirements of the festiVOL’s Organizer Refund Policy Requirements available here and to administer such policy in accordance with its terms.

(b) Refund Disputes.

Regardless of what payment method is selected, all disputes regarding refunds are between Organizer and its Participants. In the event of a dispute, festiVOL may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to fPP transactions, festiVOL shall have the right to make refunds on Organizer’s behalf as set forth in subsection (c) below.

(c) Mandatory Refunds and Reimbursements.

Notwithstanding the foregoing, Organizer authorizes festiVOL to make refunds in the following situations (i) Organizer specifically authorizes the refunds and/or reimbursements at the time; (ii) the event description presented to a Participant at time of purchase is significantly different from the actual event; (iii) Participants 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 Participant to safety concerns; (iv) festiVOL believes in its discretion that specific orders should be refunded under the Organizer’s posted refunds and/or reimbursements policy or the 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) festiVOL believes in its discretion that the refunds and/or reimbursements request, if not granted, will lead to a chargeback that festiVOL is more likely than not to lose; (vi) Organizer failed to list a refunds and/or reimbursements policy on the applicable event Application Terms page and FAQ and festiVOL believes in its discretion that a refunds and/or reimbursements would be reasonable under the circumstances; (vii) festiVOL believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) festiVOL believes in its discretion that the order is a duplicate. Organizer also authorizes festiVOL to make refunds and/or reimbursements of any and all orders (including those for unrelated events) if (A) festiVOL believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) festiVOL believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) festiVOL believes in its discretion that it is likely to receive complaints, refunds and/or reimbursements requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) festiVOL 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 festiVOL to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse festiVOL and its affiliates upon demand for refunds and/or reimbursements that festiVOL makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds and/or reimbursements is caused by festiVOL’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to festiVOL in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback festiVOL is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement. If you do not remit funds to festiVOL that are sufficient to cover mandatory refunds and/or reimbursements as described by this Section 2.4(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 2.3(f) and 2.5(a) and (b) of this Merchant Agreement.

2.6 Non-Exclusive Remedies; Taxes.

(a) Non-Exclusive Remedies.

In the event that Organizer fails to pay to festiVOL any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) when due and following a late payment notice being delivered by festiVOL, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Organizer to festiVOL under the Terms of Service (including without limitation this Merchant Agreement), festiVOL may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to Organizer, whether for a particular event or for any other event that Organizer lists through the Services and use the withheld amount to setoff the amount owed by Organizer to festiVOL; or (B) send an invoice to Organizer for such amounts to the extent Organizer’s outstanding balance is insufficient to cover these costs, in which case Organizer shall pay festiVOL such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to festiVOL hereunder is not made by Organizer when due and after receiving a late payment notice from festiVOL, festiVOL reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organizer’s registration for the Services (including any and all accounts that Organizer may have). In addition, any such unpaid amounts due and owing to festiVOL are subject to collections in accordance with Section 2.5(b).

(b) Collections; Costs of Recovery.

festiVOL reserves the right to pursue any late and unpaid amounts due and owing to festiVOL 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 festiVOL upon its demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by festiVOL in collecting past due amounts or any other amounts due and owing from Organizer under this Merchant Agreement, the Terms of Service or otherwise. Organizer agrees that if festiVOL must seek collections for past due amounts and Organizer does not respond or pay in full after receiving a collection notice, festiVOL reserves the right to pursue outstanding balances through any available legal means in accordance with the Terms of Service.

(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 festiVOL provides you with tax tools or tax calculators that assist you in doing so. festiVOL 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 Participants, credits and deductions for which you may qualify and other factors, and you hereby release festiVOL 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. festiVOL 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 festiVOL to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse festiVOL for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

ii. Except as set forth in Section 2.5(c)(ii), in addition, due to IRS regulations, if festiVOL 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, festiVOL 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, festiVOL 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 festiVOL until either (A) or (B) above are satisfied.
iv. festiVOL 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 festiVOL.

2.6 Commercial Entities.

From time to time, one or more Card Schemes may require that you enter into an additional agreement directly with one of our Payment Processing Partners or with the applicable Card Scheme. Typically this happens if your transactions exceed one hundred thousand dollars ($100,000) with respect to a particular Card Scheme on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a “Commercial Entity Agreement” that you must agree to in order to continue using fPP. If you fail to accept that “Commercial Entity Agreement,” we may suspend or terminate your account or transfer your account to EPP.

2.7 Escheatment.

If your account has had no activity for a period of time set forth in applicable unclaimed property (e.g., escheatment) laws and we hold funds related to your account, then we will notify you as required by applicable laws. If you do not claim your unclaimed funds within the timeframe notified to you, then we will escheat them to the applicable governmental authority in accordance with applicable laws.

3.1 Reimbursement Policies and Administration

(a) Reimbursements are refunds offered by the Organizer for all or part of a ticket fee, in exchange for assigned shift completion on the part of the Participant (e.g. Work Exchange for Ticket Fee Reimbursement). Reimbursement terms are published in full and agreed to by the Participants within the Organizer Application Terms. Participant and Organizer agree that Reimbursements are qualified and will be processed, in accordance with these Terms, when the two following criteria have been met by Participant:

I.   Participant completes assigned shifts listed in festiVOL and earns the status of Work Obligation Complete within their festiVOL Event Home Page, and

II.     Participant follows the event general code of conduct and similar rules which may be stated within the Event Application Terms or FAQ.
We provide flexibility for Organizers to post their own policies with respect to their events, so long as they meet the following minimum requirements:

I.   All Reimbursement policies and terms must be posted on the Application Terms page and pertinent portions should be repeated in layman’s terms within the FAQ (see Application Terms Policies)

II.    “No Reimbursement” policies are not permissible;

III.    Reimbursement policies must be in accordance with all applicable local, state, provincial, national and other laws, rules and regulations, including all requirements imposed by Card Schemes or Alternative Form of Payment Frameworks.

IV.    Reimbursement policies listed in the Application Terms must include all specific requirements for a Participant to qualify for a ticket fee Reimbursement, including what action(s) the Participant must take to secure Reimbursement (See Application Terms Policies);

V.   Reimbursement policies must apply to all Participants equally; they must be fair and should not discriminate, and include clear expectations that are reasonably able to be met by all Participants;

VI.    Reimbursement policies may not be changed with respect to purchases made prior to the date of such change and its posting to the applicable event page;

VII.   Reimbursement policies must set out a specific time frame within which qualified Reimbursements will be processed following Event, which should not exceed five (5) business days from the event end date;

VIII.    Organizer understands that Participant must be grated reasonable access to all tools, personnel, locations, and information needed to complete assigned shifts and therefore qualify for Reimbursement. Should Organizer fail to provide Participant with adequate access to shift completion requisites, festiVOL, at its sole discretion, may intervene and activate a Setoff claim and reverse Reimbursement forfeitures for applicable Participants;

IX.    in advance of event, and must reasonably provide stated expectations to Participants, especially in pertaining to Participant’s ability to perform shift requirements to qualify for a reimbursement. Should a Participant report discrepancies in communicated or published terms and expectations, festiVOL may, at its sole discretion, intervene and activate a Setoff claim and reverse Reimbursement forfeitures for applicable Participants;

X.     Force Majeure Event – Organizer agrees to cancel and release from obligation any Participant shift that was affected by, or not able to be reasonably completed because of, a Force Majeure Event, including but not limited to an act of terrorism, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, storms, strikes, police or military interference, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or reasonably impeding Participant from completing activity; and

XI.    Reimbursement policies must include a two-week dispute period for any Participant marked by Organizer to forfeit ticket fee reimbursement. The two week dispute time period begins on the date of initial forfeiture notice to the last Participant notified/marked as forfeited. Organizer must respond to all disputes within two (2) business days of first receipt, and follow through with Reimbursements forfeiture reversals when applicable. Organizer agrees to provide any and all claims due process, and adhere to the Organizer posted Application Terms and guidelines in making final forfeiture decisions. Should a Participant report discrepancies in communicated or published terms or expectations, festiVOL may intervene and activate a Setoff claim and reverse Reimbursement forfeitures for applicable Participants.

3.2 PostEvent Accounting: Reimbursement Process

No later than (7) business days following event end date, Organizer will complete post-event accounting within Onsite Management Tab -> Worker Shift Reports. Organizers must ensure that the following two stipulations are met: Organizer will make all efforts to time clock Participants within festiVOL at time of activity start and end, for publishing to the Participant in the Participant’s My Schedule section of their Event Home Page. When not able to process within festiVOL at activity start and/or end time, Organizer will enter data into festiVOL for publishing to Participants, no later than three (3) business days following event end date. Organizers will make every effort to publish time clock data as soon as possible, for each activity assigned. Organizer will make all efforts to collect any and all data needed to time clock all assigned activities within festiVOL, and ensure that all Participants who completed all assigned activities are time clocked for each activity (which will mark them as Completed Obligation, and publish this status to Participants). Completed Obligation indicates, along with Application Terms, that a Participant will qualify for and receive a ticket fee Reimbursement.

(a) All Participants that are marked as Obligation Incomplete are:

i. Either updated to Obligation Complete by editing activity time clock data to ensure each activity contains a clock in and clock out time,

ii. Or left as Obligation Incomplete for marking as Forfeited Reimbursement in Events Tab -> Bulk Refunds

(b) Once all Participants are marked as either Obligation Incomplete or Obligation Complete, and Organizer is reasonably sure that Obligation Incomplete list is accurate as according to Activity Supervisors and notes and time clock data within festiVOL, Organizer will proceed to processing forfeited Ticket Fee Reimbursements within Events Tab -> Event Close Out Refund Manager: Forfeited Ticket Reimbursements.

i. Select all Participants to mark as Forfeit Ticket Reimbursement and click “Forfeit Ticket Reimbursement Button.”

ii. Marking the Participant (s) as forfeited will send an email direct from festiVOL to the email address stored in their Profile including the following text:
“Our records indicate that you did not complete 1 or more of your assigned shifts at %EventDisplayName%. If you feel you have received this message in error, please contact %EventEmailContact% by email within the next 2 weeks. We will consider all appeals made during the 2 week appeals timeframe. After the 2 week period, no appeals will be considered, and reimbursement opportunities will be forfeited.”

(c) The Organizer will then proceed to processing Ticket Fee Reimbursements for all Obligation Complete Participants. To process Reimbursements, Organizer will proceed to Refund Completed Obligations section:

i. Select all Participants to process Reimbursements for and click “Refund Ticket Fees”.

ii. Organizer may choose at this time to reimburse a value less than the ticket fee, however this value must be the reimbursement value published to Participants and agreed to in Application Terms and FAQ pages.

iii. Reimbursements will process immediately through the Merchant Account and be posted back to the credit or bank card each Participant used to make the original ticket purchase within seven (7) business days.
Following Reimbursements, Organizers will need to check that all Participants are either Forfeited Ticket Reimbursement, or Refunded Ticket Fee (Reimbursement Processed). To facilitate data analysis, Organizer may proceed to Workers in Limbo section of Event Close Out Refund Manager. This table will display any Participants that may have incorrect ticket or obligation statuses, including Participants that Merchant Account returned with a “Refund Error”.
When using fPP, contact festiVOL for information pertaining to and assistance in handling Refund Errors. When using EPP, contact the associated merchant account for assistance. Refund errors may be handled through manual refund on Participant card by festiVOL, or check mailed by Organizer.

3.3 PostEvent Accounting: Reversing a Forfeited Reimbursement

Organizer may decide to reverse a Forfeited Reimbursement based on a Participant forfeiture dispute.

(a) To Reverse Forfeiture: In Events Tab -> Transaction Management: Event Close Out Refund Manager, select the Participant(s) to apply Reimbursement Forfeiture reversal. Click button “Reverse Forfeited Ticket Reimbursement”. Follow prompts in pop up dialogue.

(b) To process Reimbursement: Pull up Participant(s) record(s) and complete time clock on and incomplete shift(s) (clock in and out of shift(s)). Then process Reimbursement in the same manner as explained above, by selecting Participant(s) in Refund Completed Obligations and clicking the button “Refund Ticket Fees.”

3.4 CLOSE OUT EVENT

Organizer may close out event once all post-event accounting is complete, the forfeiture appeals time period has passed, all forfeiture appeals notices received were processed, all reimbursements for the event life time processed, and no workers appear in the Workers in Limbo section. Closing out the event will forever lock the transaction management tools for the event –any future reimbursements will need to be processed via check directly by event admin. Once event is closed out, festiVOL will begin the process of client close out, including transferring of funds and festiVOL fee settlement (Section 2.4 (b)).

4. Prohibited Merchants; Prohibited Events; Prohibited Transactions.

4.1 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 festiVOL in its discretion, you are a “Prohibited Merchant.”

4.2 Prohibited Events.

You may not post events to the Services that:

(a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;

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

(c) take place in Restricted Countries; and

(d) contain any Content that would violate any of festiVOL’s Terms and Guidelines.

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

4.3 Prohibited Transactions.

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

(a) any transaction that would violate the Payment Scheme Rules;

(b) any transaction that is fraudulent or criminal in nature;

(c) any transaction that would constitute a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and

(d) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events.

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

4.4 Remedies.

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

(a) suspend or terminate your festiVOL account;

(b) alter, edit, or remove any Prohibited Event or any portion thereof;

(c) block, reverse, reimburse or refund any or all of your transactions;

(d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and

(e) refer you, your events and/or your transactions and information relating to the same to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.

5. Representations And Warranties.

In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

6. Termination.

In addition to our right to terminate your use of the Services under the Terms of Use, festiVOL may terminate this Merchant Agreement and your right to use the Services together with fPP or EPP (a) if you are in violation or breach of any provision of this Merchant Agreement; or (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the fPP Service or your right to accept payments via the fPP Service in their sole discretion.