Merchant Agreement

This Organizer Agreement and the rights and obligations contained in this Organizer Agreement are in addition to and are incorporated into the PushSend Terms of Use by reference. Nothing in this Organizer Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Use. Please read this Organizer Agreement carefully: it contains important information about payment and refund terms and requirements, event prohibitions, rights you provide to us, and other rights, representations and liabilities. Further, any terms herein are governed by the dispute resolution terms (and subject to all other terms of the Terms of Use, including the arbitration provisions set forth in the Terms of Use). We recommend that you read those Terms, as they may affect your rights.


The Services.

PushSend’s (the “Company”) SaaS marketing service provides a marketplace that allows ticket seller users who are hosting events (“Organizers”) to sell tickets directly to ticket purchaser users (“Consumers”) for the Seller's events (“Events”). The Company does not host, endorse, or have any affiliation with any of the events. By hosting or attending an event, you acknowledge and agree that the Company will not be held responsible for the event.

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


Additional Registration Information.

Additional Information.
As part of the creation of a paid event or at any time following such creation, you may be required by PushSend to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or 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.

Disclosure Authorization.
Organizer agrees that PushSend is permitted to share Registration Data, Additional Registration Data and information relating to your events and transactions on the Services with our Payment Processing Partners (as defined below) and with your bank or other financial institution, in each case to the extent your transactions or events involve such third parties. In addition, you authorize PushSend to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

Failure to Provide.
We reserve the right to suspend your PushSend 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.


Payment Methods; Payment Process.

Payment Methods.
The Company supports multiple third party Payment Providers to facilitate online payments through the Service, including WePay and PayPal. Organizers must create an account or use their existing account with any of the supported Payment Providers. Organizers agree to the Terms of Service and Privacy Policy of the selected Payment Provider. The WePay Terms of Service are available here: https://go.wepay.com/terms-of-service. The WePay Privacy Policy is available here: https://go.wepay.com/privacy-policy. The PayPal Terms of Service are available here: https://www.paypal.com/us/webapps/mpp/ua/useragreement-full. The PayPal Privacy Policy is available here:https://www.paypal.com/us/webapps/mpp/ua/privacy-full

Organizers will directly receive all sales proceeds (for the avoidance of doubt, including, without limitation, ticket face value, PushSend Service Fees, third party Payment Processing Fees) from ticket sales solicited via the Services from the selected Payment Provider.

PushSend’s Role.
For the avoidance of doubt, PushSend does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer.

Fees.
The Company will automatically charge a Service Fee as listed on our pricing page athttps://www.pushsend.com/pricing at the time of any purchase/registration made for any event. In addition, the third party Payment Providers will charge a Processing Fee per ticket.

As a Consumer, you agree to pay the full price for the event plus the PushSend Service Fee and the Payment Providers Processing Fee per ticket, if the Organizer chooses to pass on the PushSend Service Fee to you. As an Organizer, you agree to pay the PushSend Service Fee and the Payment Providers Processing Fee per ticket/registration if you choose to absorb the service charge. Organizers will pay the Processing Fee directly to the Payment Provider.

Payment Processing.
When using a Payment Processor, the Organizer and the Consumers transact the applicable payment through the third party Payment Provider. You will collect all the PushSend Service Fees and Payment Providers Processing Fees through the applicable third party service and we accept no (and disclaim all) obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

Confirmations.
Upon an order being placed by a Consumer and confirmed through PushSend, PushSend generates a confirmation message and issues a unique confirmation number for such Consumer's order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, and registration commitments that have been confirmed by PushSend through the Services. Organizer agrees it is Organizer's responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.


Refunds and Cancellations

Refunds.
Because the Service is merely a marketplace for Organizers and Consumers, the Company does not offer refunds for any purchases made. Organizers may set their own refund and cancellation policies for their Consumers. Consumer must contact Organizer directly for refund and cancellation requests and information. Consumer shall request a refund from the Organizer responsible for the Event in question based on the Organizer’s selected cancellation policy. UNDER NO CIRCUMSTANCE WILL COMPANY BE RESPONSIBLE FOR ANY PAYMENT, REFUND, OR CANCELLATION DISPUTE BETWEEN ORGANIZER AND CONSUMER.

You shall ensure that your refund policy is consistent with this Agreement and the refund mechanics of your selected Payment Processor. The Consumer will receive the funds in accordance with the Payment Provider policies and practices. After you have collected your full payout, all refunds will have to be provided outside of PushSend.

Refund Disputes.
All disputes regarding refunds are between Organizer and its Consumers. PushSend will not be responsible or liable for refunds, errors in issuing refunds, or lack of refunds. In the event of a dispute, PushSend may try to mediate, but ultimately it is Organizer's obligation to settle the dispute.

Cancellations.
Organizer agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.

Delayed Payment/Non-payment.
In the event that the Organizer fails to pay any amount owed pursuant to the terms herein to PushSend when due, PushSend may, in its sole discretion and without limiting any other right or remedy we may have, setoff the amounts owed against any amount due from PushSend to you and/or suspend, block, or terminate your Account and cancel any or all other events listed by you following written notice to you and your failure to pay such amounts in full within seven (7) days following the notice.


Prohibited Merchants; Prohibited Events; Prohibited Transactions.

Prohibited Merchants.
By registering for the Services and accepting this Organizer Agreement, you represent and warrant that:

  • 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");
  • 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
  • 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 PushSend in its discretion, you are a "Prohibited Merchant."

Prohibited Events.
You may not post events to the Services or engage in activities through the Services that:

  • violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
  • take place in Restricted Countries; and
  • contain any Content (as defined in the Terms of Use) that would violate the Terms of Use.

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

Prohibited Transactions.
You may not process any of the following transactions and you represent and warrant that you will not submit for processing through the Services:

  • any transaction that would violate or is considered "high risk" (or another restricted category), 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;
  • any transaction that is fraudulent or criminal in nature;
  • any transaction that would constitute a "restricted transaction" as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and
  • 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 PushSend in its discretion, is a "Prohibited Transaction."

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

  • suspend or terminate your PushSend account;
  • alter, edit, or remove any Prohibited Event or any portion thereof;
  • block, reverse or refund any or all of your transactions;
  • 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
  • refer you, your events and/or your transactions and information relating to the same (without further notice to you) to our Payment Processing Partners, the Card Schemes, and/or applicable law enforcement agencies for further action.

Representations And Warranties.

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

Further, you represent, warrant and acknowledge that you the Organizer (not the Company) are solely responsible for ensuring that your events are ticketed correctly, and that only valid tickets are honored. You understand and agree that PushSend is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honored, including any tickets procured through, or representing, fraud or deceptive practices.


Termination.

In addition to our right to terminate your use of the Services under the Terms of Use, PushSend may terminate this Organizer 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 Organizer Agreement; (b) if our Payment Providers and/or the Card Schemes terminate our right to provide the Service or your right to accept payments via the Service in their sole discretion; (c) if PushSend is served with legal process seeking to attach or garnish any of your funds or property in PushSend possession; or (d) PushSend 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 PushSend that you have granted a right to assignment of payments to the your lender as a secured party.


Indemnity.

PushSend is not responsible for the conduct or legality of your events or for the legality of Your Content. You agree to defend, indemnify and hold harmless PushSend and our affiliates, and our respective officers, directors, employees, agents, consultants, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) Your Content, any User Submission, Message or other content provided by you or any of your officers, directors, employees or agents, or End Users; (ii) your or End Users use or misuse of the Service (iii) any refunds owed or claimed to be owed to Registrants; (iv) your failure to pay or withhold any taxes or other fees required by applicable law; (v) your events; (vi) your violation of any third party right, including without limitation any Intellectual Property Right or privacy right, or (vii) your violation of any applicable law or regulation. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.


Assignment.

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without PushSend’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. PushSend may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.


Governing Law and Disputes.

This Agreement shall be governed by and construed in accordance with the laws of New York, NY, USA, without regard to its conflict of laws rules. Any dispute arising under this Agreement shall be resolved via binding arbitration under the rules of the American Arbitration Association in New York, NY, USA. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.

ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR PUSHSEND MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OF THE SERVICE OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.


Compliance with Laws.

You agree that you will comply with all applicable laws and regulations, including but not limited to privacy laws, antitrust laws, anti-spam laws, consumer protection laws and financial transaction laws, in connection with your use of the Service, your communications and transactions with Consumers, and your performance under this Agreement.


General.

This Agreement including the policies and/or addendums linked (by way of the provided URLS) to this Agreement shall constitute the entire agreement between you and PushSend concerning the Service. No amendment to this Agreement will be binding unless in writing and signed by PushSend. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

PushSend reserves the right, at its sole discretion, to modify, replace, change, suspend, or discontinue certain Services, provided such modification, replacement, change, suspension or discontinuation will not adversely alter your use of the Services.

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

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