Last change 23/02/2018
This is Mantarace's 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, 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 “Organiser(s)”). Where applicable this Merchant Agreement will apply to Organisers that use the Services to offer registrations to events that are free to attend (e.g., Section 2.1(d), Fees).
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 Mantarace 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 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.
1.2 Disclosure Authorization
1.3 Failure to Provide
We reserve the right to suspend your Mantarace 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)
(a) Payment Methods
There are two types of payment processing options Organisers may elect to use to collect sales proceeds for paid events: (i) “Facilitated Payment Processing” or “FPP,” which consists of collecting Event Registration Fees using third party payment services, such as PayPal®; and (ii) “Mantarace Payment Processing,” “EPP,” or the “EPP Service,” in which Mantarace acts as Organiser’s limited payment collection agent for the purpose of collecting Event Registration Fees through its Payment Processing Partners (as defined below).
(b) Mantarace’s Role
For the avoidance of doubt, Mantarace does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organiser other than, for Organisers who elect EPP, serving as a limited payment collection agent as set forth below. To provide the EPP Service, Mantarace 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 Mantarace are subject to the rules and regulations of such Payment Processing Partners. For convenience, Mantarace shows you a balance of proceeds for your events in your Mantarace account, however, that balance merely reflects the amount of Event Registration Fees collected by a third party payment service (FPP) or by our Payment Processing Partners (EPP), and in the case of EPP, represents only a general unsecured claim against Mantarace and not a store of value or a deposit/current account.
Upon an order being placed by an Attendee and confirmed through Mantarace, Mantarace generates a confirmation message and issues a unique confirmation number for such Attendee’s order. Organiser agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by Mantarace through the Services, and it is Organiser’s responsibility to verify an Attendee’s confirmation number and/or any event restrictions prior to the applicable event.
Regardless of the payment processing option elected, Organiser agrees to pay Mantarace all applicable service fees required for use of the Mantarace Services (the “Mantarace Service Fee”). In most instances, the Mantarace Service Fee is applied to each Event Registration Fee received by the Organiser via the Services. However, the Mantarace Service Fee may also appear as a single or repeating flat rate depending on the type or size of the event. to the extent Organiser uses EPP, Organiser also agrees to pay Mantarace, where applicable, the additional Mantarace Payment Processing fee (the “Mantarace Payment Processing Fee”) for each Event Registration Fee, which Mantarace Payment Processing Fee may include without limitation, a processing fee applied to the Mantarace Service Fee. The Mantarace Service Fee and the Mantarace 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.mantarace.com/fees (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, Organiser may from time to time request additional Services from Mantarace, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets and account management, which Mantarace may provide at its discretion. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organiser prior to Organiser’s acceptance of such Services. The Mantarace Service Fee, the Mantarace 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 Mantarace are non-refundable for any reason.
2.2 Facilitated Payment Processing
(a) Independent Relationship
Invoices for Fees are sent to Organisers 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 Mantarace Payment Processing
If you have requested EPP, then upon receipt of Additional Registration Data, Mantarace will determine, in its discretion, whether you are qualified to use EPP. If you are not qualified to use EPP, but you are otherwise qualified to use the Services, Mantarace will notify you and you may switch to FPP unless the reason that you do not qualify for EPP is that your event is a Prohibited Event, you are a Prohibited Merchant and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 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 EPP and you authorize us to reject any transaction over that limit. We may also from time to time in our discretion impose a reserve requirement on you under Section 2.3(f).
(b) Payment Process
When using EPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, Mantarace 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 Organiser on the Services under “Payment Options.” Payouts are primarily made by ACH, or for Organisers with Event Registration Fees in USD only, and in limited circumstances, by check to an address in the United States or Canada. In addition, EPP may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the “Card Schemes”), and non-card based payment networks such as direct debit and other alternative forms of payment (the “Alternative Form of Payment Frameworks”). Except to the extent set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners or a Card Scheme, you are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa, American Express), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time. You agree that, regardless of the delivery option used by Mantarace 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 Organiser uses EPP, Organiser hereby appoints Mantarace as Organiser's limited payment collection agent solely for the purpose of collecting payments made by Attendees for such events through our Payment Processing Partners. Organiser agrees that a payment made by an Attendee to Mantarace shall be considered the same as a payment made by an Attendee directly to Organiser and Organiser will sell or provide all advertised goods and services to the Attendee as if Organiser had directly received the Event Registration Fees from such Attendee, regardless of whether the Event Registration Fees have yet to be received from Mantarace. Organiser agrees that in its role as limited agent, Mantarace is authorized to (i) enable Attendees to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organiser during the event registration process); (ii) hold, disburse and retain proceeds on Organiser’s behalf pursuant to this Merchant Agreement; (iii) issue refunds to Attendees 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 Organiser, Mantarace assumes no liability for any acts or omissions of Organiser and Organiser understands that Mantarace’s obligation to pay Organiser is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organiser further authorizes Mantarace to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Mantarace will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.
Organiser agrees that all Event Registration Fees for a given event are earned by Organiser only following the conclusion of the applicable event. Mantarace, in its discretion, may determine to advance a portion of Event Registration Fees to Organiser prior to the period set forth in Section 2.3(b), on such terms and conditions set forth in (i) this Merchant Agreement; (ii) during the process of registering for advanced payments; and/or (iii) such terms that Organiser and Mantarace agree to in a separate written agreement. Organiser agrees that any payments made by Mantarace of Event Registration Fees prior to the fifth (5th) business day after the end date of the applicable event are merely advances of amounts that may become due to Organiser under this Merchant Agreement. If Mantarace decides to advance a portion of Event Registration Fees to Organiser, Organiser acknowledges and agrees that Mantarace may at any time (A) terminate or suspend Organiser’s right to receive such advance payments; and/or (B) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organiser. In addition, Organiser agrees that Mantarace 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 Organiser’s credit profile or the underlying event(s)’ risk profile, or breaches of the Terms of Service, including this Merchant Agreement. Upon receipt of notice of any such demand, Organiser shall thereupon promptly pay back to Mantarace the portion of any such advance demanded. Organiser acknowledges and agrees that Mantarace has the right to withhold funds as set forth in Sections 2.3(b) and 2.5(a) of this Merchant Agreement. Organiser also acknowledges and accepts its obligations under Section 2.3(g) and 2.4(c) of the Merchant Agreement, including its obligations to reimburse Mantarace for refunds and credit card chargebacks.
(e) Cancellations; Nonperformance
No payments shall be made to Organiser with respect to any event that is cancelled or with respect to which Mantarace believes there is a risk of cancellation or nonperformance, unless Mantarace receives adequate security (as determined by Mantarace in its discretion) for Organiser’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. If payments have already been made to an Organiser for a cancelled event, Organiser will immediately refund to a payment address designated by Mantarace all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 2.4. You are responsible for complying with the requirements of Section 2.4 and the requirements of Mantarace’s Organiser Refund Policy Requirements, which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds to Mantarace that are sufficient to cover refunds due to Attendees 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 Mantarace Right of Setoff
Mantarace reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by Mantarace 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 Terms of Service, including this Merchant Agreement, or to protect Mantarace against fraudulent or erroneous activity. Mantarace’s right to hold a reserve shall continue following the applicable event(s) and until either (A) Organiser has discharged all obligations under the Terms of Service and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed; or (B) Mantarace 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 Mantarace or its affiliates for any reason (except to the extent they are caused solely by Mantarace’s negligence or willful 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 Mantarace or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organiser, and Organiser agrees to promptly and fully reimburse Mantarace for such amounts on demand. As part of Mantarace’s limited payment collection agency, Mantarace will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organiser and Organiser hereby authorizes Mantarace to do so and agrees to use reasonable efforts to cooperate with Mantarace in such re-presentment. However, Mantarace 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 Organiser’s refund policy or the provisions of Section 2.4(c) below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that Mantarace’s loss of any chargeback that has been re-presented by Mantarace shall not in any way limit Organiser’s obligation to reimburse Mantarace and its affiliates under this paragraph.
Mantarace only provides the Mantarace Payment Processing Service for certain currencies and for Organisers in certain locations further detailed on https://www.mantarace.com/fees/. In addition, Event Registration Fees collected in a currency may only be paid out to Organiser in the currency in which they are collected. Mantarace does not provide currency conversion services. Finally, different payment options or payment methods may be available to you depending on the currency in which you collect Event Registration Fees and your location as detailed at https://www.mantarace.com/fees/.
(i) Payment Scheme Rules
The Card Schemes and Alternative Form of Payment Frameworks require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the “Payment Scheme Rules”). We may be required to change this Merchant Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in EPP, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks.
(j) Special Payment Terms
The following additional terms apply to the extent you use the corresponding payment option:
i. Recurring Payments/Layaway. Organiser may use Mantarace’s “layaway” functionality, upon Mantarace’s prior approval. If Organiser elects to use such functionality, Organiser agrees to display all notices required by and to comply in all respects with all applicable local, state, provincial, national and other laws, rules and regulations and the Payment Scheme Rules, including with respect to consumer cancellations and refunds. No additional fees or increased prices may be charged for tickets purchased on “layaway” and the number of installments may not exceed four (4).
ii. Pay by Invoice. You may elect to add “pay by invoice” as an option to your EPP Service. If you use pay by invoice you must supply bank account information requested by Mantarace, which information will be displayed on invoices and order confirmations delivered by Mantarace to the applicable Attendee after completion of a transaction on the Services. Organiser will then collect the funds from the Attendee and then mark the ticket/registration as “paid” in a designated area of the Services. Once marked as paid, Mantarace will cause the Attendee’s ticket to be validated such that when scanned with one of Mantarace’s Applications it will show as valid. It is Organiser’s sole responsibility to provide accurate bank account information, collect all amounts from Attendees, process refunds (if applicable) off the Services, and accurately mark tickets/registrations as paid or unpaid on the Services in the designated area. For the avoidance of doubt, with “pay by invoice” the payment transaction is effected solely between Organiser and the applicable Attendee.
2. Payment Methods; Payment Process. (2.4-2.7)
(a) Refund Policy and Process
Regardless of what payment method is selected, Organiser agrees to communicate a refund policy to Attendees with respect to each event posted on the Services that meets the requirements of the Mantarace’s Organiser Refund Policy Requirements available here and to administer such policy in accordance with its terms. The Organiser Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for EPP transactions must be processed through Mantarace, unless otherwise agreed by Mantarace. For EPP transactions, Organiser can issue refunds to Attendees 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 Mantarace. Mantarace may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organiser. Consistent with, and in addition to, the Organiser Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an event are subject to the following refund requirements:
(i) In the event of a full or partial event cancellation, Organiser agrees to issue refunds to Attendees either by using backup funding sources within the Mantarace platform (e.g. additional security sources), or by remitting funds due for refunds back to Mantarace so that refunds can be processed by Mantarace on the Organiser’s behalf;
(ii) Organiser agrees that, unless otherwise mutually agreed (email acceptable) no refunds shall be made outside of the Mantarace platform (e.g. offline);
(iii) If Organiser elects to remit funds back to Mantarace so that Mantarace can process refunds on Organiser’s behalf, Organiser must remit funds to Mantarace that are sufficient to cover refunds due to Attendees within five (5) days of the cancellation of the event;
(iv) Organiser agrees to notify Attendees of the event cancellation as soon as reasonably possible and prior to the event start time;
(v) Organiser will provide clear instructions and contact information to Attendees so that Attendees can make refund requests directly to Organiser, including without limitation, instructing Attendees specifically to contact Organiser for any refund requests, and not to contact Mantarace, or, alternatively, Organiser will turn on the in-product refund request function within the Mantarace platform and respond to any Attendee refund requests received through such tool;
(vi) Organiser acknowledges that Mantarace reserves the right to charge the Organiser for the cost of chargebacks related to the cancelled event, and such amounts are also subject to the provisions of Sections 2.3(f) and 2.5(a) and (b) of this Merchant Agreement.
(vii) If the Organiser cancels only part of a multi-day event, then 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. For example, if Organiser sells a 3-day ticket to a festival for $150, and cancels 1 day of the festival, the Organiser must provide a $50 refund to Attendees for the cancelled day; and
(viii) If Organiser is offering Attendees an alternative “make good” in lieu of a purchase price refund (e.g., a discount on the next ticket purchase), then such offer must be of equal or greater value to the value of the ticket for the cancelled (or partially cancelled) event and such value must be clearly communicated to the Attendees. Organiser agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an alternative “make good” refund is given.
(b) Refund Disputes
Regardless of what payment method is selected, all disputes regarding refunds are between Organiser and its Attendees. In the event of a dispute, Mantarace may try to mediate, but ultimately it is Organiser’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to EPP transactions, Mantarace shall have the right to make refunds on Organiser’s behalf as set forth in subsection (c) below.
(c) Mandatory Refunds
Notwithstanding the foregoing, Organiser authorizes Mantarace to make refunds in the following situations (i) Organiser specifically authorizes the refunds at the time; (ii) the event description presented to an Attendee 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 Attendee to safety concerns; (iv) Mantarace believes in its discretion that specific orders should be refunded under the Organiser’s posted refund policy or the Organiser 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) Mantarace believes in its discretion that the refund request, if not granted, will lead to a chargeback that Mantarace is more likely than not to lose; (vi) Organiser failed to list a refund policy on the applicable event page and Mantarace believes in its discretion that a refund would be reasonable under the circumstances; (vii) Mantarace believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Mantarace believes in its discretion that the order is a duplicate. Organiser also authorizes Mantarace to make refunds of any and all orders (including those for unrelated events) if (A) Mantarace believes in its discretion that Organiser has engaged in any fraudulent activity or made any misrepresentations; (B) Mantarace believes in its discretion that there is substantial risk of nonperformance by Organiser with respect to the applicable event or future events; (C) Mantarace 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) Mantarace believes in its discretion that 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 Mantarace to legal liability. Because all sales are ultimately made by Organisers, Organiser hereby agrees to promptly and fully reimburse Mantarace and its affiliates upon demand for refunds that Mantarace makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Mantarace’s negligence or willful misconduct. Organiser acknowledges and agrees that chargebacks will result in losses to Mantarace in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Mantarace is mitigating such losses and its damages with respect to Organiser’s breach of this Merchant Agreement. If you do not remit funds to Mantarace that are sufficient to cover mandatory refunds 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.
2.5 Non-Exclusive Remedies; Taxes
(a) Non-Exclusive Remedies
In the event that Organiser fails to pay to Mantarace 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 Mantarace, 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 Organiser to Mantarace under the Terms of Service (including without limitation this Merchant Agreement), Mantarace 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 Organiser, whether for a particular event or for any other event that Organiser lists through the Services and use the withheld amount to setoff the amount owed by Organiser to Mantarace; or (B) send an invoice to Organiser for such amounts to the extent Organiser’s outstanding balance is insufficient to cover these costs, in which case Organiser shall pay Mantarace such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Mantarace hereunder is not made by Organiser when due and after receiving a late payment notice from Mantarace, Mantarace reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organiser’s registration for the Services (including any and all accounts that Organiser may have). In addition, any such unpaid amounts due and owing to Mantarace are subject to collections in accordance with Section 2.5(b).
(b) Collections; Costs of Recovery
Mantarace reserves the right to pursue any late and unpaid amounts due and owing to Mantarace for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, Organiser agrees to promptly and fully reimburse Mantarace upon its demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by Mantarace in collecting past due amounts or any other amounts due and owing from Organiser under this Merchant Agreement, the Terms of Service or otherwise. Organiser agrees that if Mantarace must seek collections for past due amounts and Organiser does not respond or pay in full after receiving a collection notice, Mantarace reserves the right to pursue outstanding balances through any available legal means in accordance with the Terms of Service.
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 Mantarace provides you with tax tools or tax calculators that assist you in doing so. Mantarace 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 Attendees, credits and deductions for which you may qualify and other factors, and you hereby release Mantarace 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 Mantarace 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. Mantarace 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 Mantarace to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Mantarace 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”), Mantarace is required to (A) collect Value Added Tax (“VAT”) from Organisers on the Mantarace Service Fee for paid tickets or registrations sold on or through the Site by Organisers residing in the EU who have not provided Mantarace 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 Mantarace Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to Mantarace (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 Mantarace for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. Mantarace 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, Mantarace will collect and remit VAT on the Mantarace Service Fee on your behalf. In the interest of clarity, Mantarace does not collect and remit VAT on the Mantarace Payment Processing Fee or on the price of the tickets or registrations you sell on or through the Site. To learn more about Mantarace’s process for collecting and remitting VAT, see our article here.
iii. Except as set forth in Section 2.5(c)(ii), in addition, due to IRS regulations, if Mantarace 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, Mantarace 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, Mantarace 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 Mantarace until either (A) or (B) above are satisfied. To learn more about these IRS regulations and why we are required to do this, see our 1099-K FAQ here.
iv. Mantarace 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 Mantarace.
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 EPP. If you fail to accept that “Commercial Entity Agreement,” we may suspend or terminate your account or transfer your account to FPP.
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. Prohibited Merchants; Prohibited Events; Prohibited Transactions
3.1 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 Mantarace in its discretion, you are a “Prohibited Merchant.”
3.2 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
Any event that falls into any of the categories set forth above, as determined by Mantarace in its discretion, is a “Prohibited Event.”
3.3 Prohibited Transactions
You may not use EPP to process any of the following transactions and you represent and warrant that you will not submit for processing through the Services:
(a) any transaction that would violate 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 Mantarace in its discretion, is a “Prohibited Transaction.”
In the event that Mantarace 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 Mantarace may take any or all of the following actions in its discretion in addition to any and all remedies that Mantarace may have under the law or elsewhere in the Terms of Service:
(a) suspend or terminate your Mantarace 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 to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.
4. 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.