The following terms set forth the terms and conditions upon which you may use the Services to create, promote and/or 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 “Organizer(s)”). Where applicable this Merchant Agreement will apply to Organizers 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 Scandinavian Dance 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.
1.3 Failure to Provide.
We reserve the right to suspend your Scandinavian Dance 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 Organizers 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) “Scandinavian Dance Payment Processing,” in which Scandinavian Dance 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) Scandinavian Dance’s Role.
For the avoidance of doubt, Scandinavian Dance 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 Scandinavian Dance Payment Processing, serving as a limited payment collection agent as set forth below. To provide the Scandinavian Dance Payment Processing Service, Scandinavian Dance 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 Scandinavian Dance are subject to the rules and regulations of such Payment Processing Partners. For convenience, Scandinavian Dance shows you a balance of proceeds for your events in your Scandinavian Dance 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 Scandinavian Dance and not a store of value or a deposit/current account.
Upon an order being placed by an Attendee and confirmed through Scandinavian Dance, Scandinavian Dance generates a confirmation message and issues a unique confirmation number for such Attendee’s order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by Scandinavian Dance through the Services, and it is Organizer’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, Organizer agrees to pay Scandinavian Dance all applicable service fees required for use of the Scandinavian Dance Services (the “Scandinavian Dance Service Fee”). In most instances, the Scandinavian Dance Service Fee is applied to each Event Registration Fee received by the Organizer via the Services. However, the Scandinavian Dance 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 Scandinavian Dance Payment Processing, Organizer also agrees to pay Scandinavian Dance, where applicable, the additional Scandinavian Dance Payment Processing fee (the “Scandinavian Dance Payment Processing Fee”) for each Event Registration Fee, which Scandinavian Dance Payment Processing Fee may include without limitation, a processing fee applied to the Scandinavian Dance Service Fee. The Scandinavian Dance Service Fee and the Scandinavian Dance Payment Processing Fee vary by things such as, and without limitation, Services available, country, and processing currency. 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 Scandinavian Dance, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets and account management, which Scandinavian Dance 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 Scandinavian Dance Service Fee, the Scandinavian Dance 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 Scandinavian Dance are non-refundable for any reason.
2.2 Facilitated Payment Processing.
(a) Independent Relationship.
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 Scandinavian Dance Payment Processing.
If you have requested Scandinavian Dance Payment Processing, then upon receipt of Additional Registration Data, Scandinavian Dance will determine, in its discretion, whether you are qualified to use Scandinavian Dance Payment Processing. If you are not qualified to use Scandinavian Dance Payment Processing, but you are otherwise qualified to use the Services, Scandinavian Dance will notify you and you may switch to FPP unless the reason that you do not qualify for Scandinavian Dance Payment Processing 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 Scandinavian Dance Payment Processing 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 Scandinavian Dance Payment Processing , payment processing occurs directly through our Payment Processing Partners. Within thirty (30) business days after the successful completion of an event, Scandinavian Dance 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, Scandinavian Dance Payment Processing 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 Scandinavian Dance 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 Scandinavian Dance Payment Processing, Organizer hereby appoints Scandinavian Dance as Organizer’s limited payment collection agent solely for the purpose of collecting payments made by Attendees for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Attendee to Scandinavian Dance shall be considered the same as a payment made by an Attendee directly to Organizer and Organizer will sell or provide all advertised goods and services to the Attendee as if Organizer had directly received the Event Registration Fees from such Attendee, regardless of whether the Event Registration Fees have yet to be received from Scandinavian Dance. Organizer agrees that in its role as limited agent, Scandinavian Dance is authorized to (i) enable Attendees 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 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 Organizer, Scandinavian Dance assumes no liability for any acts or omissions of Organizer and Organizer understands that Eventbrite’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes Scandinavian Dance to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Scandinavian Dance will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.
Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of the applicable event. Scandinavian Dance, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer 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 Organizer and Scandinavian Dance agree to in a separate written agreement. Organizer agrees that any payments made by Scandinavian Dance 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 Organizer under this Merchant Agreement. If Scandinavian Dance decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that Scandinavian Dance may at any time (A) terminate or suspend Organizer’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 Organizer. In addition, Organizer agrees that Scandinavian Dance 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 Organizer’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, Organizer shall thereupon promptly pay back to Scandinavian Dance the portion of any such advance demanded. Organizer acknowledges and agrees that Scandinavian Dance 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 Scandinavian Dance for refunds 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 Scandinavian Dance believes there is a risk of cancellation or nonperformance, unless Scandinavian Dance receives adequate security (as determined by Scandinavian Dance 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. If payments have already been made to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by Scandinavian Dance 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 Eventbrite’s Organizer Refund Policy Requirements, which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds to Scandinavian Dance 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 Scandinavian Dance Right of Setoff.
Scandinavian Dance reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by Scandinavian Dance in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Organizer’s credit profile or the underlying event(s)’ risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this Merchant Agreement, or to protect Scandinavian Dance against fraudulent or erroneous activity. Scandinavian Dance’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) Scandinavian Dance 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 Scandinavian Dance or its affiliates for any reason (except to the extent they are caused solely by Scandinavian Dance’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 Scandinavian Dance or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Scandinavian Dance for such amounts on demand. As part of Scandinavian Dance’s limited payment collection agency, Scandinavian Dance will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Scandinavian Dance to do so and agrees to use reasonable efforts to cooperate with Scandinavian Dance in such re-presentment. However, Scandinavian Dance 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. 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 Scandinavian Dance’s loss of any chargeback that has been re-presented by Scandinavian Dance shall not in any way limit Organizer’s obligation to reimburse Scandinavian Dance and its affiliates under this paragraph.
Scandinavian Dance only provides the Scandinavian Dance Payment Processing Service for certain currencies and for Organizers in certain locations. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. Scandinavian Dance 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.
(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 Scandinavian Dance Payment Processing, 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. Organizer may use Scandinavian Dance’s “layaway” functionality, upon Scandinavian Dance’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).
ii. Pay by Invoice. You may elect to add “pay by invoice” as an option to your Scandinavian Dance Payment Processing Service. If you use pay by invoice you must supply bank account information requested by Scandinavian Dance, which information will be displayed on invoices and order confirmations delivered by Scandinavian Dance to the applicable Attendee after completion of a transaction on the Services. Organizer 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, Scandinavian Dance will cause the Attendee’s ticket to be validated such that when scanned with one of Scandinavian Dance’s Applications it will show as valid. It is Organizer’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 Organizer 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, Organizer agrees to communicate a refund policy to Attendees with respect to each event posted on the Services that meets the requirements of the Scandinavian Dance’s Organizer Refund Policy Requirements available here and to administer such policy in accordance with its terms. The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for Scandinavian Dance Payment Processing transactions must be processed through Scandinavian Dance, unless otherwise agreed by Scandinavian Dance. For Scandinavian Dance Payment Processing transactions, Organizer 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 Scandinavian Dance. Scandinavian Dance may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer. Consistent with, and in addition to, the Organizer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an event are subject to the following refund requirements:
(i) In the event of a full or partial event cancellation, Organizer agrees to issue refunds to Attendees either by using backup funding sources within the Scandinavian Dance platform (e.g. additional security sources), or by remitting funds due for refunds back to Scandinavian Dance so that refunds can be processed by Scandinavian Dance on the Organizer’s behalf;
(ii) Organizer agrees that, unless otherwise mutually agreed (email acceptable) no refunds shall be made outside of the Scandinavian Dance platform (e.g. offline);
(iii) If Organizer elects to remit funds back to Scandinavian Dance so that Scandinavian Dancee can process refunds on Organizer’s behalf, Organizer must remit funds to Scandinavian Dance that are sufficient to cover refunds due to Attendees within five (5) days of the cancellation of the event;
(iv) Organizer agrees to notify Attendees of the event cancellation as soon as reasonably possible and prior to the event start time;
(v) Organizer will provide clear instructions and contact information to Attendees so that Attendees can make refund requests directly to Organizer, including without limitation, instructing Attendees specifically to contact Organizer for any refund requests, and not to contact Scandinavian Dance, or, alternatively, Organizer will turn on the in-product refund request function within the Scandinavian Dance platform and respond to any Attendee refund requests received through such tool;
(vi) Organizer acknowledges that Scandinavian Dance reserves the right to charge the Organizer 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 Organizer cancels only part of a multi-day event, then Organizer agrees to refund a pro-rata monetary value portion of the purchase price of a multi-day ticket based on the corresponding monetary value of the portion of the multi-day event that was cancelled. For example, if Organizer sells a 3-day ticket to a festival for $150, and cancels 1 day of the festival, the Organizer must provide a $50 refund to Attendees for the cancelled day; and
(viii) If Organizer 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. Organizer 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 Organizer and its Attendees. In the event of a dispute, Scandinavian Dance may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to Scandinavian Dance Payment Processing transactions, Scandinavian Dance shall have the right to make refunds on Organizer’s behalf as set forth in subsection (c) below.
(c) Mandatory Refunds.
Notwithstanding the foregoing, Organizer authorizes Scandinavian Dance to make refunds in the following situations (i) Organizer 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 Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Attendee to safety concerns; (iv) Scandinavian Dance believes in its discretion that specific orders should be refunded under the Organizer’s posted refund 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) Scandinavian Dance believes in its discretion that the refund request, if not granted, will lead to a chargeback that Scandinavian Dance is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and Scandinavian Dance believes in its discretion that a refund would be reasonable under the circumstances; (vii) Scandinavian Dance believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Scandinavian Dance believes in its discretion that the order is a duplicate. Organizer also authorizes Scandinavian Dance to make refunds of any and all orders (including those for unrelated events) if (A) Scandinavian Dance believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) Scandinavian Dance believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) Scandinavian Dance 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) Scandinavian Dance 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 Scandinavian Dance to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Scandinavian Dance and its affiliates upon demand for refunds that Scandinavian Dance makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Scandinavian Dance’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Scandinavian Dance in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Scandinavian Dance is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement. If you do not remit funds to Scandinavian Dance 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 Organizer fails to pay to Scandinavian Dance 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 Scandinavian Dance, 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 Scandinavian Dance under the Terms of Service (including without limitation this Merchant Agreement), Scandinavian Dance 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 Scandinavian Dance; 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 Scandinavian Dance such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Scandinavian Dance hereunder is not made by Organizer when due and after receiving a late payment notice from Scandinavian Dance, Scandinavian Dance 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 Scandinavian Dance are subject to collections in accordance with Section 2.5(b).
(b) Collections; Costs of Recovery.
Scandinavian Dance reserves the right to pursue any late and unpaid amounts due and owing to Scandinavian Dance 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 Scandinavian Dance upon its demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by Scandinavian Dance 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 Scandinavian Dance must seek collections for past due amounts and Organizer does not respond or pay in full after receiving a collection notice, Scandinavian Dance 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 Scandinavian Dance provides you with tax tools or tax calculators that assist you in doing so. Scandinavian Dance 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 Scandinavian Dance 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 Scandinavian Dance 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. Scandinavian Dance 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 Scandinavian Dance to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Scandinavian Dance 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”), Scandinavian Dance is required to (A) collect Value Added Tax (“VAT”) from Organizers on the Scandinavian Dance Service Fee for paid tickets or registrations sold on or through the Site by Organizers residing in the EU who have not provided Scandinavian Dance 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 Scandinavian Dance Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to Scandinavian Dance (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 Scandinavian Dance for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. Scandinavian Dancee does not require Organizers to have a VAT ID. However, if you are an Organizer residing in the EU, and you do not have a VAT ID or you do not provide us with your VAT ID, Scandinavian Dance will collect and remit VAT on the Scandinavian Dance Service Fee on your behalf. In the interest of clarity, Scandinavian Dance does not collect and remit VAT on the Scandinavian Dance Payment Processing Fee or on the price of the tickets or registrations you sell on or through the Site.
iii. Except as set forth in Section 2.5(c)(ii), in addition, due to IRS regulations, if Scandinavian Dance 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, Scandinavian Dance 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, Scandinavian Dance 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 Scandinavian Dance 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. Scandinavian Dance 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 Scandinavian Dance.
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 Scandinavian Dance Payment Processing. 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 Scandinavian Dance 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 Scandinavian Dance in its discretion, is a “Prohibited Event.”
3.3 Prohibited Transactions.
You may not use Scandinavian Dance Payment Processing 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 Scandinavian Dance in its discretion, is a “Prohibited Transaction.”
In the event that Scandinavian Dance 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 Scandinavian Dance may take any or all of the following actions in its discretion in addition to any and all remedies that Scandinavian Dance may have under the law or elsewhere in the Terms of Service:
(a) suspend or terminate your Scandinavian Dance 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 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.