1. Acceptation des conditions

The following section of the Events Terms and Conditions (this "ETOS") govern all use of the SpicyMatch Event features (creation, booking, ticketing, management and any other activity related to Events on SpicyMatch) by you as an Organizer (“Organizer” as defined below) or Buyer (“Buyer” as defined below) or other non-organiser user or visitor of SpicyMatch, all the including SpicyMatch websites and domains (including all webpages, subdomains and subparts therein contained, the "Site") and any and all services available on or through the Site or otherwise provided by SpicyMatch, in connection with events listed on the Site (collectively, the "Services").

The Services are owned and operated by SpicyMatch. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and our Conditions d'utilisation and Lignes directrices communautaires.

2. Rôle SpicyMatch

2.1 Listing Service and Limited Agent

SpicyMatch is not the organiser or owner of the events listed for sale or registration on the Services. SpicyMatch provides the Services, which allow Organisers to list and promote their events, but all sales are made by the respective Organiser listed on the applicable event page. In the event that an Organiser has elected to use SpicyMatch’s Payment Processing Service, SpicyMatch also acts as the Organiser’s limited agent solely for the purpose of using its third party payment providers to collect payments made by Attendees on the Services with respect to an event and passing such payments through to the applicable Organiser. It is the Organiser’s sole obligation to ensure that any event page posting on the Services and the nature and conduct of the underlying event meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described in any event page posting are actually delivered in a satisfactory manner.

2.2 Selection of Payment Processing Method

As an Organiser, you may select your preferred payment processing method for your event, provided, that once you sell the first ticket to an event you may not change the payment processing method for that event. As an Attendee, you will be using whatever payment processing method the Organiser of the applicable event has selected. If the Organiser has selected a payment processing method that uses a third party to process the payment, then neither SpicyMatch or any of its third party payment processing partners processes the transaction but may transmit your payment details to the Organiser’s designated payment provider. If the Organiser has elected to use SpicyMatch’s Payment Processing Service, SpicyMatch will use third party payment processing partners to process the transaction as Organiser’s limited payment agent.

2.3 Fees

Creating an account, listing an event and accessing the Services is free. We charge our fees only when you sell or buy paid tickets or registrations. All descriptions of standard fees on the Services represent the standard fees that SpicyMatch charges to Organisers. These fees may vary based on individual agreements between SpicyMatch and certain Organisers. Organisers ultimately choose if these fees will be passed along to Attendees and shown as “Fees” on the applicable event page or absorbed into the ticket or registration price and paid by the Organiser out of ticket and registration gross proceeds. The fees charged to Attendees may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfillment fees. Therefore, the fees paid by Attendees for an event are not necessarily the same as those charged by SpicyMatch to the applicable Organiser or the standard fees described on the Services to Organisers. In addition, certain fees are meant, on average, to defray certain costs incurred by SpicyMatch, but may in some cases include an element of profit and in some cases include an element of loss. SpicyMatch does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.

2.4 Refunds

Because all transactions are between an Organiser and its respective Attendees, SpicyMatch asks that all Attendees contact the applicable Organiser of their event with any refund requests.

Organisers agree to post and maintain a refund policy on each event page and that refund policy will govern, provided that the refund policy must be consistent with SpicyMatch’s Attendee Refund Policy Requirements.

In the event that an Organiser has not responded to a refund request within two (2) business days or there is a dispute between an Organiser and an Attendee that cannot be resolved, either party may contact SpicyMatch. SpicyMatch may, in its discretion, attempt to mediate such dispute, however, SpicyMatch will have no liability for (a) an Organiser’s failure to give refunds; (b) SpicyMatch’s failure to mediate a dispute; or (c) SpicyMatch’s decision if it does mediate the dispute.

3. Our Merchant Agreement

3.1 Additional Registration Information

3.1.1 Additional Information

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

3.1.2 Disclosure Authorization

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

3.1.3 Failure to Provide

We reserve the right to suspend your SpicyMatch 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.

3.2 Payment Methods; Payment Process

3.2.1 Overview

(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 all sales proceeds from ticket, registration and merchandise sales and donations solicited via the Services (collectively, “Event Registration Fees”) using third party payment services, such as PayPal®; and (ii) “SpicyMatch Payment Processing,” “SPP, or the “SPP Service,” in which SpicyMatch 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) SpicyMatch's Role. For the avoidance of doubt, SpicyMatch 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 SPP, serving as a limited payment collection agent as set forth below. To provide the SPP Service, SpicyMatch 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 SpicyMatch are subject to the rules and regulations of such Payment Processing Partners. For convenience, SpicyMatch shows you a balance of proceeds for your events in your SpicyMatch 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 (SPP), and in the case of SPP, represents only a general unsecured claim against SpicyMatch and not a store of value or a deposit/current account.

(c) Confirmations. Upon an order being placed by an Attendee and confirmed through SpicyMatch, SpicyMatch 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 SpicyMatch 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.

(d) Fees. Regardless of the payment processing option elected, Organiser agrees to pay SpicyMatch all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “SpicyMatch Service Fee”). To the extent Organiser uses SPP, Organiser also agrees to pay SpicyMatch the additional SpicyMatch Payment Processing fee (the “SpicyMatch Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The SpicyMatch Service Fee and the SpicyMatch Payment Processing Fee may vary by country. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organiser may from time to time request additional Services from SpicyMatch, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which SpicyMatch may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organiser prior to Organiser’s acceptance of such Services. The SpicyMatch Service Fee, the SpicyMatch Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.”

3.2.2 Facilitated Payment Processing

(a) Independent Relationship. When using FPP, Organisers and Attendees effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. Organiser will collect all Event Registration Fees through the applicable third party service and SpicyMatch accepts no obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

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

3.2.3 SpicyMatch Payment Processing

(a) Underwriting. If you have requested SPP, then upon receipt of Additional Registration Data, SpicyMatch will determine, in its discretion, whether you are qualified to use SPP. If you are not qualified to use SPP, but you are otherwise qualified to use the Services, SpicyMatch will notify you and you may switch to FPP unless the reason that you do not qualify for SPP 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 SPP and you authorize us to reject any transaction over that limit.

(b) Payment Process. When using SPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, SpicyMatch 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 Organiser on the Services under “Payment Options.” Payouts are made by LPB, or for Organisers with Event Registration Fees in USD, by check to an address in the United States or Canada. In addition, SPP 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.

(c) Appointment as Agent. With respect to any events for which Organiser uses SPP, Organiser hereby appoints SpicyMatch 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 SpicyMatch 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 SpicyMatch. Organiser agrees that in its role as limited agent, SpicyMatch 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 4.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organiser, SpicyMatch assumes no liability for any acts or omissions of Organiser and Organiser understands that SpicyMatch’s obligation to pay Organiser is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organiser further authorizes SpicyMatch to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that SpicyMatch will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.

(d) Advances. Organiser agrees that all Event Registration Fees for a given event are earned by Organiser only following conclusion of the applicable event. SpicyMatch, in its discretion, may determine to advance a portion of Event Registration Fees to Organiser prior to the period set forth in Section 3.2.3(b), on such terms and conditions as we may establish from time to time. Such terms will be agreed to by Organiser and SpicyMatch in a separate Addendum Agreement or separate terms and conditions made available at the time the advance is agreed to. Organiser agrees that any payments made by SpicyMatch 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 and that SpicyMatch 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 SpicyMatch the portion of any such advance demanded.

(e) Cancellations; Nonperformance. No payments shall be made to Organiser with respect to any event that is cancelled or with respect to which SpicyMatch believes there is a risk of cancellation or nonperformance, unless SpicyMatch receives adequate security (as determined by SpicyMatch 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 SpicyMatch all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 3.2.4.

(f) Reserves. SpicyMatch reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by SpicyMatch 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. SpicyMatch’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) Organiser has otherwise provided SpicyMatch with adequate security (as determined by SpicyMatch in its discretion) for its obligations under the Terms of Service, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.

(g) Chargebacks; Reversals. Any credit card chargebacks or other transaction reversals initiated against SpicyMatch or its affiliates for any reason (except to the extent they are caused solely by SpicyMatch’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 SpicyMatch or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organiser, and Organiser agrees to promptly and fully reimburse SpicyMatch for such amounts on demand. As part of SpicyMatch’s limited payment collection agency, SpicyMatch will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organiser and Organiser hereby authorizes SpicyMatch to do so and agrees to use reasonable efforts to cooperate with SpicyMatch in such re-presentment. However, SpicyMatch 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 3.2.4(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 SpicyMatch’s loss of any chargeback that has been re-presented by SpicyMatch shall not in any way limit Organiser’s obligation to reimburse SpicyMatch and its affiliates under this paragraph.

(h) Currencies. SpicyMatch only provides the SpicyMatch Payment Processing Service for certain currencies and for Organisers in certain locations listed here. In addition, Event Registration Fees collected in a currency may only be paid out to Organiser in the currency in which they are collected. SpicyMatch 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 here.

(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 SPP, 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:

1. Recurring Payments/Layaway. Organiser may use SpicyMatch’s “layaway” functionality, upon SpicyMatch’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).
2. Pay by Invoice. You may elect to add “pay by invoice” as an option to your SPP Service. If you use pay by invoice you must supply bank account information requested by SpicyMatch, which information will be displayed on invoices and order confirmations delivered by SpicyMatch 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, SpicyMatch will cause the Attendee’s ticket to be validated such that when scanned with one of SpicyMatch’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.

3.2.4 Refunds

(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 Attendee Refund Policy Requirements and to administer such policy in accordance with its terms and the Attendee Refund Policy Requirements. The Attendee Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for SPP transactions must be processed through SpicyMatch, unless otherwise agreed by SpicyMatch. For SPP 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 SpicyMatch. SpicyMatch may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organiser.

(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, SpicyMatch may try to mediate, but ultimately it is Organiser’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to SPP transactions, SpicyMatch 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 SpicyMatch to make refunds in the following situations (i) Organiser specifically authorizes the refunds at the time; (ii) SpicyMatch believes in its discretion that specific orders should be refunded under the Organiser’s posted refund policy or the Attendee 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; (iii) SpicyMatch believes in its discretion that the refund request, if not granted, will lead to a chargeback that SpicyMatch is more likely than not to lose; (iv) Organiser failed to list a refund policy on the applicable event page and SpicyMatch believes in its discretion that a refund would be reasonable under the circumstances; (v) SpicyMatch believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (vi) SpicyMatch believes in its discretion that the order is a duplicate. Organiser also authorizes SpicyMatch to make refunds of any and all orders (including those for unrelated events) if (A) SpicyMatch believes in its discretion that Organiser has engaged in any fraudulent activity or made any misrepresentations; (B) SpicyMatch believes in its discretion that there is substantial risk of nonperformance by Organiser with respect to the applicable event or future events; (C) SpicyMatch 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) SpicyMatch 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 SpicyMatch to legal liability. Because all sales are ultimately made by Organisers, Organiser hereby agrees to promptly and fully reimburse SpicyMatch and its affiliates upon demand for refunds that SpicyMatch makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds are caused by SpicyMatch’s negligence or willful misconduct. Organiser acknowledges and agrees that chargebacks will result in losses to SpicyMatch in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback SpicyMatch is mitigating such losses and its damages with respect to Organiser’s breach of this Merchant Agreement.

3.2.5 Non-Exclusive Remedies; Taxes

(a) Non-Exclusive Remedies. In the event that Organiser fails to pay to SpicyMatch 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 SpicyMatch, 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 SpicyMatch under the Terms of Service (including without limitation this Merchant Agreement), SpicyMatch 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 SpicyMatch; and/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 SpicyMatch such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to SpicyMatch hereunder is not made by Organiser when due and after receiving a late payment notice from SpicyMatch, SpicyMatch 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).

(b) Costs of Collection. Organiser agrees to promptly and fully reimburse SpicyMatch upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by SpicyMatch in collecting past due amounts from Organiser under this Merchant Agreement, the Terms of Service or otherwise.

(c) Taxes.

1. 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 SpicyMatch provides you with tax tools or tax calculators that assist you in doing so. SpicyMatch 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 SpicyMatch 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 SpicyMatch 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. SpicyMatch 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 SpicyMatch to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse SpicyMatch for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
2. All Fees charged by SpicyMatch do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Fees (other than those calculated based on SpicyMatch’s net income) to SpicyMatch. If you are outside of the United States, you may be required to self-assess certain indirect Taxes on our Fees (or certain portions of our Fees) under the applicable reverse charge procedure on your indirect tax returns. To the extent you are required to self-assess, SpicyMatch will use reasonable efforts to note that on your invoices.
3. In addition, due to IRS regulations, if SpicyMatch 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, SpicyMatch 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, SpicyMatch 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 SpicyMatch until either (A) or (B) above are satisfied.
4. SpicyMatch 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 SpicyMatch.

3.2.6 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 SPP. If you fail to accept that “Commercial Entity Agreement,” we may suspend or terminate your account or transfer your account to FPP.

3.2.7 Escheatment

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

3.3 Prohibited Merchants; Prohibited Events; Prohibited Transactions

3.3.1 Prohibited Merchants.

By registering for the Services and accepting this Merchant Agreement, you represent and warrant that:

1. 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”);
2. (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
3. 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 SpicyMatch in its discretion, you are a “Prohibited Merchant.”

3.3.2 Prohibited Events

You may not post events to the Services that:

1. violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
2. would be prohibited under the Payment Scheme Rules;
3. take place in Restricted Countries; and
4. contain any Content (as defined in the Terms of Use) that would violate the Terms of Use.

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

3.3.3 Prohibited Transactions

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

1. any transaction that would violate the Payment Scheme Rules;
2. any transaction that is fraudulent or criminal in nature;
3. any transaction that would constitute a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and
4. 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 SpicyMatch in its discretion, is a “Prohibited Transaction.”

3.3.4 Remedies

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

1. suspend or terminate your SpicyMatch account;
2. alter, edit, or remove any Prohibited Event or any portion thereof;
3. block, reverse or refund any or all of your transactions;
4. 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
5. 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.

3.4 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.

3.5 Termination

In addition to our right to terminate your use of the Services under the Terms of Use, SpicyMatch may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for a paid event (a) if you are in violation or breach of any provision of this Merchant Agreement; or (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the SPP Service or your right to accept payments via the SPP Service in their sole discretion.