If you have requested EPP, then upon receipt of Additional Registration Data, TicketGateway 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, TicketGateway 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 5. 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.
When using EPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, TicketGateway 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) any other deductions authorized pursuant to this Merchant Agreement; and (iii) 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 made by ACH, or for Organizers with Event Registration Fees in USD, 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.
Appointment as Agent
With respect to any events for which Organizer uses EPP, Organizer hereby appoints TicketGateway 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 TicketGateway 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 TicketGateway. Organizer agrees that in its role as limited agent, TicketGateway 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 4.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, TicketGateway assumes no liability for any acts or omissions of Organizer and Organizer understands that TicketGateway's obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes TicketGateway to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that TicketGateway 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. TicketGateway, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth in Section 4.3(b), on such terms and conditions set forth in this Merchant Agreement and/or such terms that Organizer and TicketGateway agree to in a separate Advance Payments Agreement. Organizer agrees that any payments made by TicketGateway 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 TicketGateway decides to advance a portion of TicketGateway Registration Fees to Organizer, Organizer acknowledges and agrees that TicketGateway may at any time (i) terminate or suspend Organizer's right to receive such advance payments; and/or (ii) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that TicketGateway 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 TicketGateway the portion of any such advance demanded. Organizer acknowledges and agrees that TicketGateway has the right to withhold funds as set forth in Section 4.5(a) of this Merchant Agreement. Organizer also acknowledges and accepts its obligations under Section 4.3(g) and 4.4(c) of the Merchant Agreement, including its obligations to reimburse TicketGateway for refunds and credit card chargebacks.
No payments shall be made to Organizer with respect to any event that is cancelled or with respect to which TicketGateway believes there is a risk of cancellation or nonperformance, unless TicketGateway receives adequate security (as determined by TicketGateway 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 TicketGateway all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.4.
TicketGateway reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by TicketGateway 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. TicketGateway'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) Organizer has otherwise provided TicketGateway with adequate security (as determined by TicketGateway in its discretion) for its obligations under the Terms of Service, whether matured or unmatured, contingent or non-contingent, or liquidated or un-liquidated.
Any credit card chargebacks or other transaction reversals initiated against TicketGateway or its affiliates for any reason (except to the extent they are caused solely by TicketGateway'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 TicketGateway or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse TicketGateway for such amounts on demand. As part of TicketGateway's limited payment collection agency, TicketGateway will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes TicketGateway to do so and agrees to use reasonable efforts to cooperate with TicketGateway in such re-presentment. However, TicketGateway 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 4.4(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 TicketGateway's loss of any chargeback that has been re-presented by TicketGateway shall not in any way limit Organizer's obligation to reimburse TicketGateway and its affiliates under this paragraph.
TicketGateway only provides the TicketGateway 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. TicketGateway 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.
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.
Special Payment Terms
The following additional terms apply to the extent you use the corresponding payment option:
i. Recurring Payments/Layaway. Organizer may use TicketGateway's "layaway" functionality, upon TicketGateway'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 EPP Service. If you use pay by invoice you must supply bank account information requested by TicketGateway, which information will be displayed on invoices and order confirmations delivered by TicketGateway 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, TicketGateway will cause the Attendee's ticket to be validated such that when scanned with one of TicketGateway'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.