This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Iron Podium Terms of Service by reference. Nothing in this Merchant Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Service. Please read this Merchant Agreement carefully: it contains important information about payment and refund terms and requirements, event prohibitions, rights you provide to us, and other rights, representations and liabilities.

1. Organizers and Consumers.

When this Merchant Agreement uses the term "Organizer" we mean event creators using the Services to create, list or promote events for consumers using our Services to consume information about, or register for events from Organizers or for any other reason. Organizers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users", "you" or "your".

2. Our Merchant Agreement.

The following policy sets forth the terms and conditions upon which Organizers can use the Services to create, promote and collect sales proceeds from registrations for an event (this "Merchant Agreement"). By accepting the Terms of Service, you agree to the terms of this Merchant Agreement without modification and enter into a binding contract with Iron Podium, which will be applicable when and if you use the Services to create, promote and collect sales proceeds from registration for an event.

3. Additional Registration Information.
3.1 Additional Information.

As part of the creation of a paid event or at any time following such creation, you may be required by Iron Podium 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, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers 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.

3.2 Disclosure Authorization.

Organizer agrees that Iron Podium is permitted to share Registration Data (as defined in the Terms of Service), Additional Registration Data and information relating to your events and transactions on the Services with our Payment Processing Partners, 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 Iron Podium to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

3.3 Failure to Provide.

We reserve the right to suspend your Iron Podium 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. 4. Payment Methods; Payment Process. 4.1 Overview.

(a) Payment Methods.

Organizers will elect to use Iron Podium Payment Processing," "IPPP," or the "IPPP Service," in which Iron Podium acts as the Organizer's limited payments agent for the purpose of processing Event Registration Fees using its Payment Processing Partners (as defined below).

(b) Iron Podium's Role.

For the avoidance of doubt, Iron Podium does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than for the IPPP service, serving as a limited payments agent as set forth below. To provide the IPPP Service, Iron Podium 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 Iron Podium are subject to the rules and regulations of such Payment Processing Partners. Additionally, in certain instances, for you to participate in the IPPP Service, you must have entered into a separate agreement with our Payment Processing Partner (the “Payment Processor Agreement”). For convenience, Iron Podium shows you a balance of proceeds for your events in your Iron Podium 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 (IPPP), and in the case of IPPP, represents only a general unsecured claim against Iron Podium and not a store of value or a deposit/current account.

(c) Confirmations.

Upon a registration being completed by a Consumer and confirmed through Iron Podium, Iron Podium generates a confirmation message and issues a unique confirmation number for the registration. Organizer agrees to unconditionally accept, honor all registration that has been confirmed by Iron Podium through the Services. Organizer agrees it is Organizer's responsibility to verify a Consumer's registration prior to the applicable event.

(d) Fees.

Organizer agrees to have athletes pay Iron Podium all applicable service fees for each registration via the "Processing Fee" equal to $3 plus 3.5% of the registration fee per athlete, to be charged to the athlete at the time of registration. In addition, Organizer may from time to time request additional Services from Iron Podium, including without limitation marketing material, on-site services, etc, which Iron Podium may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services will be disclosed to Organizer prior to Organizer's acceptance of such Services.

4.2 Facilitated Payment Processing.

When using FPP, Organizers and Consumers effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. Organizer will collect all Event Registration Fees through the applicable third party service and Iron Podium accepts no (and disclaims all) obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

4.3 Iron Podium Payment Processing.

(a) Underwriting.

Upon receipt of Additional Registration Data and your acceptance of the Payment Processor Agreement, Iron Podium will determine, in its discretion (which may be based on input from our Payment Processing Partners), whether you are qualified to use IPPP. If you are not qualified to use IPPP, but you are otherwise qualified to use the Services, Iron Podium will notify you. 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 IPPP 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 4.3(f).

(b) Payment Process.

When using IPPP, payment processing occurs directly through our Payment Processing Partners, you understand and agree that within five (5) business days after the successful completion of an event, Iron Podium will on your behalf cause our Payment Processing Partners to pass along to you all Event Registration Fees related to such event that have been processed 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 or any of our Affiliates by you or any of your Affiliates under this Merchant Agreement, the Terms of Service or other applicable agreement for Services provided by Iron Podium or any of its Affiliates; (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 Event Dashboard => Finacials => "Request Payment." Payouts are made by ACH, or for Organizers with Event Registration Fees in USD only, by check to an address in the United States. You agree that, regardless of the delivery option used by Iron Podium to make a payout to you, you will not request or use any information related to that payout method (including, but not limited to, any check or check information) 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 from 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 that account number, 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, (a) setoff against your or your Affiliate's reserve as defined under Section 4.3(f), (b) setoff against any Event Registration Fees you receive and any other fees for Services provided to you or any of your Affiliates by Iron Podium or any of its Affiliates (including for any Iron Podium fees or any other amounts you owe to Iron Podium under this Merchant Agreement, the Terms of Service, or any other agreement between you and us), or both (a) and (b), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your or your Affiliate's credit profile or the underlying event(s)' risk profile, fraudulent conduct by you, any of your Affiliates or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement or any other applicable agreement for Services provided by Iron Podium or any of its Affiliates. 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 4.5 of this Agreement regarding recovery of such amounts due and owing to us from you.

You understand that we may also debit your Event Registration Fees if Iron Podium is served with legal process seeking to attach or garnish any of your funds or property in Iron Podium's possession.

You also understand that, as provided under Section 9-406 of the Uniform Commercial Code, we may be required, upon receipt of a notice of assignment and payment direction from your secured party (lender), to pay all or a portion of your Event Registration Fees as directed by your secured party. If we receive such a notice and direction, we will, after deducting our fees and expenses of compliance as provided above, make payments to your secured party as so directed without notice to you.

(c) Appointment as Agent.

With respect to any events for which Organizer uses IPPP, Organizer hereby appoints Iron Podium as Organizer's limited payment agent for the purpose of facilitating the receipt of payments made by Consumers for such events through our Payment Processing Partners, and the disbursement of those payments to Organizer. Organizer agrees that a payment made by a Consumer that is processed by Iron Podium will be considered the same as a payment made by a Consumer directly to Organizer and Organizer will honor services to the Consumer as if Organizer had directly received the Event Registration Fees from such Consumer, regardless of whether the Event Registration Fees have yet to be or are ever received from Iron Podium. Organizer agrees that Iron Podium, in its role as limited payments agent, is authorized to (i) enable Consumers to transfer 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, or otherwise instruct our Payment Processing Partners to do so; (iii) issue refunds to Consumers 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, Iron Podium assumes no liability for any acts or omissions of Organizer and Organizer understands that Iron Podium's obligation to pay Organizer is subject to and conditional upon Consumers’ actual payment of Event Registration Fees.

(d) Advances.

Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of the applicable event. Iron Podium, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to five (5) business days after the successful completion of an event, on such terms and conditions set forth in (i) this Merchant Agreement; (ii) the applicable agreement for Services entered into by you and Iron Podium; and/or (iii) such terms that Organizer and Iron Podium agree to in a separate agreement. Organizer agrees that any payments made by Iron Podium of Event Registration Fees prior to the fifth (5th) business day after the end date of the successful completion of the applicable event are merely advances of amounts that may become due to Organizer under this Merchant Agreement. If Iron Podium decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that Iron Podium may at any time (x) terminate or suspend Organizer's right to receive such advance payments; and/or (y) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that Iron Podium 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 will thereupon promptly pay back to Iron Podium the portion of any such advance demanded. Organizer acknowledges and agrees that Iron Podium has the right to withhold funds as set forth in Sections 4.3(b) and 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 Iron Podium for refunds and credit card chargebacks.

(e) Cancellations; Nonperformance.

No payments will be made to Organizer with respect to any event that is cancelled or with respect to which Iron Podium believes there is a risk of cancellation or nonperformance, unless Iron Podium receives adequate security (as determined by Iron Podium in its discretion) for Organizer's obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event will be settled to Organizer until that event is successfully completed. If payments have already been settled to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by Iron Podium all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.4. You are responsible for complying with the requirements of Section 4.4 and the requirements of the 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 due to Iron Podium that are sufficient to cover refunds due to Consumers for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 4.4(c) below, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under these 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 4.4(f) and 4.5 of this Agreement.

(f) Reserves and Iron Podium Right of Setoff.

Iron Podium reserves the right to retain a certain percentage of Event Registration Fees and any other fees for Services provided to you or any of your Affiliates by Iron Podium or any of its Affiliates (with such percentage being determined by Iron Podium 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 Iron Podium against fraudulent or erroneous activity. Iron Podium's right to hold a reserve will continue following the applicable event(s) and until either (A) Organizer and any of its Affiliates have discharged all obligations under the Terms of Service or other applicable agreement for Services provided by Iron Podium and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Organizer has otherwise provided Iron Podium with adequate security (as determined by Iron Podium in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Iron Podium, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in Section 4.3(b). In the event that the exercise of our setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us under the Terms of Service or other applicable agreement for Services provided by Iron Podium, including this Merchant Agreement, then such amount of funds will 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 Iron Podium for any reason 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 Iron Podium in connection with such chargebacks will ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Iron Podium for such amounts on demand. As part of Iron Podium's activity as limited payments agent, Iron Podium will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Iron Podium to do so and agrees to use reasonable efforts to cooperate with Iron Podium in such re-presentment. However, Iron Podium will 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 Iron Podium's loss of any chargeback that has been re-presented by Iron Podium will not in any way limit Organizer's obligation to reimburse Iron Podium under this paragraph.

(h) Currencies.

Iron Podium only provides the Iron Podium Payment Processing Service for US currencies and for Organizers in the United States. In addition, Event Registration Fees collected in US currency may only be paid out to Organizer in US currency.

(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 IPPP, 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.

4.4 Refunds.

(a) Refund Policy and Process.

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Organizer Refund Policy Requirements 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 IPPP transactions must be processed through Iron Podium, unless otherwise agreed by Iron Podium. For IPPP transactions, Organizer can issue refunds to Consumers directly through the Dashboard 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 Iron Podium. Iron Podium 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 the Consumer 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 Consumers either by using backup funding sources within the Iron Podium platform (e.g. unreleased payments), or by remitting funds due for refunds back to Iron Podium so that refunds can be processed by Iron Podium on the Organizer's behalf.

(ii) Organizer agrees that no refunds will be made outside of the Iron Podium platform (e.g. offline), and IPPP refund transactions may only be employed for bona fide event refunds, and not for other money transfers, including without limitation cash advance transactions.

(iii) If Organizer elects to remit funds back to Iron Podium so that Iron Podium can process refunds on Organizer's behalf, Organizer must remit funds to Iron Podiumthat are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.

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

(v) Organizer will be the main point of contact for Consumers with refund requests, and Organizer will instruct the Consumers not to contact Iron Podium with refund requests.

(vi) Organizer will provide clear instructions and contact information to Consumers so that Consumers can make refund requests, or, alternatively, Organizer will turn on the in-product refund request function within the Iron Podium platform and respond to any Consumer refund requests received.

(vii) Organizer acknowledges that Iron Podium reserves the right to charge the Organizer for the cost of charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

(b) Refund Disputes.

All disputes regarding refunds are between Organizer and its Consumers. In the event of a dispute, Iron Podium may try to mediate, but ultimately it is Organizer's obligation to settle the dispute. Notwithstanding the foregoing, with respect to IPPP transactions, Iron Podium will 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 Iron Podium to make refunds in the following situations: Organizer specifically authorizes the refunds at the time; Iron Podium believes in its discretion that specific orders should be refunded under the Organizer's posted refund policy or Iron Podium's 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; Iron Podium believes in its discretion that the refund request, if not granted, will lead to a chargeback that Iron Podium is more likely than not to lose; Iron Podium believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or Iron Podium believes in its discretion that the order is a duplicate. Organizer also authorizes Iron Podium to make refunds of any and all orders (including those for unrelated events) if (A) Iron Podium believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) Iron Podium believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) Iron Podium 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) Iron Podium 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 Iron Podium to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Iron Podium and its affiliates upon demand for refunds that Iron Podium makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Iron Podium's negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Iron Podium in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Iron Podium is mitigating such losses and its damages with respect to Organizer's breach of this Merchant Agreement. If you do not remit funds to Iron Podium that are sufficient to cover mandatory refunds as described by this Section 4.4(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 4.4(f) and 4.5 of this Agreement.

4.5 Non-Exclusive Remedies; Taxes.

(a) Non-Exclusive Remedies.

If Organizer fails to pay to Iron Podium any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) or any other applicable agreement for Services provided by Iron Podium when due and following a late payment notice being delivered by Iron Podium, such amount will 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 Iron Podium under the Terms of Service (including without limitation this Merchant Agreement) or any or other applicable agreement for Services provided by Iron Podium, 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 or any of Organizer's Affiliates, whether for a particular event or for any other event that Organizer or any of Organizer's Affiliates lists through the Services or other applicable agreement for Services provided by Iron Podium, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer's Affiliates to Iron Podium; and/or (B) send an invoice to Organizer or any of its Affiliates for such amounts to the extent Organizer's or any of its Affiliate's outstanding balance is insufficient to cover these costs, in which case Organizer or any of its Affiliates will pay Iron Podium such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Iron Podium hereunder is not made by Organizer or any of its Affiliates when due and after receiving a late payment notice Iron Podium, we reserve the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organizer's or any of Organizer's Affiliate's registration for any Services provided by Iron Podium (including any and all accounts that Organizer or any of Organizer's Affiliates may have). In addition, any such unpaid amounts due and owing to Iron Podium are subject to collections in accordance with Section 4.5(b).

(b) Collections; Costs of Recovery.

Iron Podium reserves the right to pursue any late and unpaid amounts due and owing to Iron Podium 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 Iron Podium upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by Iron Podium in collecting past due amounts or any other amounts due and owing from Organizer or any of its Affiliates under this Merchant Agreement, the Terms of Service or any or other applicable agreement for Services provided by Iron Podium. Organizer and any of its Affiliates agree that if Iron Podium must seek collections for past due amounts and Organizer or any of its Affiliates does not respond or pay in full after receiving a collection notice, Iron Podium reserves the right to pursue outstanding balances through judicial proceedings, and such actions are expressly excluded from any arbitration provisions set forth in the Terms of Service.

Use or any or other applicable agreement for Services provided by Iron Podium.

(c) Taxes.

(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 to sales you make using the Services. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). Iron Podium does not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) provided to you will meet all tax requirements that may be applicable to you or that such Tax Tools 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 Consumers, credits and deductions for which you may qualify and other factors, and you hereby release Iron Podium from any and all liability with respect to your use of the Tax Tools. None of such Tax Tools should be considered legal or tax advice. If you do collect Taxes and use Iron Podium Payment Processing, Iron Podium will pay such amounts to you at the same time as the underlying Event Registration Fees. You are responsible for remitting all such Taxes to the appropriate Tax Authorities. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. Iron Podium 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 Tax Authority requires Iron Podium to pay any Taxes attributable to your use of the Services or to sales you make using the Services, you agree to promptly and fully reimburse Iron Podium for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(ii) Notwithstanding the preceding paragraph, Iron Podium may, in certain jurisdictions, be required to collect and remit Taxes for your sales of tickets and/or registrations facilitated using the Services. In order to determine whether any Taxes must be collected on your behalf, Iron Podium may request certain information when you create an Event using the platform. Such information may relate to your tax exempt status, the nature of your Event and/or other similar information. If such information is requested, you represent and warrant that the information you provide is true and correct. Iron Podium cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any information you provide through the platform. In the event that a Tax Authority requires Iron Podium to pay any Taxes attributable to your Event as a result of the information you provided Iron Podium being incorrect, you agree to promptly and fully reimburse Iron Podium for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(iii) Notwithstanding paragraph (i) in this section, Iron Podium may, in certain jurisdictions, be required to collect and remit Taxes on Iron Podium Service Fees and Iron Podium Payment Processing Fees (“Iron Podium Fees”) to the Tax Authorities. In such jurisdictions, Iron Podium will collect from you Taxes on Iron Podium Fees, and you agree to pay such Taxes. Iron Podium may, at its sole election, invoice you for Taxes on Iron Podium Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Iron Podium Fees. With the exception of Taxes on Iron Podium Fees that Iron Podium collects from you pursuant to this paragraph and Taxes collected and remitted pursuant to paragraph (ii) in this section, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services. A list of the jurisdictions in which Iron Podium collects Taxes on Iron Podium Fees is available here.

(v) Except as set forth in Sections 4.5(c)(ii) and 4.5(c)(iii), in addition, due to IRS regulations, if Iron Podium 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, Iron Podium 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, Iron Podium 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 Iron Podium 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.

(vi) Iron Podium 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 Eventbrite, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.

4.6 Commercial Entities.

From time to time, one or more Card Schemes may require that you enter into an additional agreement directly with one of our Payment Processing Partners or with the applicable Card Scheme. Typically this happens if your transactions exceed one hundred thousand dollars ($100,000) with respect to a particular Card Scheme on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a "Commercial Entity Agreement" that you must agree to in order to continue using EPP. If you fail to accept that "Commercial Entity Agreement," we may suspend or terminate your account or transfer your account to FPP.

4.7 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.

5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.
5.1 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 Iron Podium in its discretion, you are a "Prohibited Merchant."

5.2 Prohibited Events.

You may not post events to the Services or engage in activities through 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

(d) contain any Content (as defined in the Terms of Service) that would violate the Terms of Service, or the Iron Podium Event Guidelines.

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

5.3 Prohibited Transactions.

You may not use IPPP 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 or is considered "high risk" (or another restricted category) by the Payment Scheme Rules, including any transaction regarding adult-related content or activities, illegal goods or services including cannabis, or the paraphernalia associated with any illegal goods or service, purchase of crypto-currency, raffles, sweepstakes, or gambling;

(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 Iron Podium in its discretion, is a "Prohibited Transaction."

5.4 Remedies.

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

(a) suspend or terminate your Iron Podium 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 (without further notice to you) to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action. 6. 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 registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your events are properly registered, and that only valid registrations are honored. You understand and agree that Iron Podium is not liable for any costs arising from whether a registration is not valid, or is or is not honored.

7. Termination.

In addition to our right to terminate your use of the Services under the Terms of Service, Iron Podium may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for events (a) if you are in violation or breach of any provision of this Merchant Agreement; (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the IPPP Service or your right to accept payments via the EPP Service in their sole discretion; (c) if Iron Podium is served with legal process seeking to attach or garnish any of your funds or property in Eventbrite's possession; or (d) Iron Podium is put on notice pursuant to UCC 9-406 of a "Notice of UCC Demand" or similar communication, or a UCC-1 financing statement, informing Iron Podium that you have granted a right to assignment of payments to the your lender as a secured party.

Last Updated: August 13, 2019