This Merchant Agreement supplements and forms part of the Ticksterz Terms of Service (the “Terms of Service”). This Agreement does not replace, amend, or waive any provision of the Terms of Service or the Ticksterz Privacy Policy. If there is a direct conflict between this Merchant Agreement and the Terms of Service, this Merchant Agreement will govern with respect to Organizer Services.

Any capitalized term not defined in this Merchant Agreement has the meaning assigned to it in the Terms of Service.

Please review this Merchant Agreement and the Terms of Service carefully. Together, they govern your use of Organizer Services and affect your legal rights. This Merchant Agreement includes important terms related to services, payments, refunds, restricted activities, and event eligibility. The Terms of Service include dispute resolution provisions, including binding arbitration and a class action waiver, which apply to this Merchant Agreement.

For an overview of Ticksterz’s legal terms and policies, please refer to our Legal & Policy Center.

1. Who We Are

1.1 About Ticksterz

Welcome to Ticksterz.

Ticksterz is a global live-events platform designed to connect people through in-person and virtual experiences. We support event organizers and event participants across nearly 180 countries by providing tools to create, promote, manage, and attend events.

Ticksterz, Inc. is a Delaware corporation with its principal place of business in Arizona. References to “Ticksterz,” “we,” “us,” or “our” mean Ticksterz, Inc., together with its subsidiaries and Affiliates (as defined in the Terms of Service), and each of their respective officers, directors, employees, contractors, and agents.

1.2 Ticksterz Services

This Merchant Agreement governs your use of our Organizer-facing services.

Organizer Services include all services made available to event creators through Ticksterz and consist of both Ticketing Services and Marketing and Operational Services. Organizer Services are included within the definition of “Services” under the Terms of Service.

(a) Ticketing Services

Ticksterz provides a platform that enables organizers to list events, sell tickets, accept registrations, offer related items, and collect payments from consumers for those events.

(b) Marketing and Operational Services

Ticksterz may also provide marketing, promotion, onboarding, account management, and operational support services to organizers. These services may include messaging tools, promotional tools, advertising services, and account support (collectively, “Marketing and Operational Services”).

All Marketing and Operational Services are provided at Ticksterz’s discretion and are subject to this Merchant Agreement, the Terms of Service, and any additional written agreement we may require. If there is a conflict between this Merchant Agreement and any separate written agreement, this Merchant Agreement will control unless expressly stated otherwise.

Ticksterz Ads Service

The Ticksterz Ads Service is part of our Marketing Services and allows organizers to promote Featured Content through Ticksterz-owned or operated content channels, as described in Section 7 below.

2. This Merchant Agreement

2.1 Purpose and Acceptance

This Merchant Agreement sets forth the terms and conditions that apply to your access to and use of Organizer Services.

For purposes of this Agreement, “Organizer,” “you,” and “your” refer to any individual or entity that accesses or uses Organizer Services, whether or not Ticketing Services are used.

By registering for Organizer Services or using any Organizer Services, you agree to be bound by this Merchant Agreement, the Terms of Service, and the Privacy Policy, without modification, and you enter into a binding legal agreement with Ticksterz. If you do not agree, you must not register for or use Organizer Services.

3. Eligibility for Organizer Services

3.1 Eligibility Requirements

To use Organizer Services, you represent and warrant that:

• You have the legal authority to enter into this Merchant Agreement on your own behalf or on behalf of the entity you represent;
• You will comply with the Terms of Service, this Merchant Agreement, and all applicable laws and regulations; and
• You have reviewed and agreed to all required third-party agreements, including the Stripe Connected Account Agreement and Stripe Services Agreement (collectively, the “Stripe Agreements”), as may be updated by Stripe from time to time.

All information you provide must be accurate, complete, and current, and you must promptly update it if it changes.

Ticksterz may approve or deny Organizer registration, impose transaction or payout limits, or suspend or terminate access to Organizer Services at any time, with or without notice, for any reason. Eligibility requirements may be modified at any time.

3.2 Additional Registration Information

After registration, Ticksterz may require you to provide additional information about yourself, your organization, and any principals or beneficial owners (collectively, “Additional Registration Data”).

This information may include business names, addresses, website URLs, banking details, tax identification numbers, government-issued identification, dates of birth, ownership information, and similar data.

Ticksterz may use this information to verify identity, assess risk, comply with legal obligations, and determine eligibility for Organizer Services. You agree to provide accurate information promptly and keep it current.

3.3 Authorization to Verify and Share Information

You authorize Ticksterz to share Registration Data and Additional Registration Data with payment processors, card networks, alternative payment providers, financial institutions, and third-party verification providers as necessary to provide Organizer Services.

You also authorize Ticksterz to verify your information and conduct due diligence, including identity verification and credit or compliance checks, through third-party sources.

3.4 Failure to Provide Required Information

You are not entitled to receive payouts or proceeds from ticket sales, registrations, or other transactions unless and until all required Registration Data and Additional Registration Data have been provided and verified.

Ticksterz may suspend or terminate your account, restrict Organizer Services, or withhold payouts if required information is missing, inaccurate, or incomplete.

3.5 Prohibited Merchants, Prohibited Events, and Prohibited Transactions

Ticksterz cannot provide Organizer Services to certain individuals, entities, events, or transactions.

(a) Prohibited Merchants

By registering for or using Organizer Services, you represent and warrant that:

Sanctions & Restricted Locations

You are not located in, organized in, or a national or resident of any country or region subject to comprehensive trade sanctions or embargoes imposed by the United States, United Kingdom, European Union, Australia, or Canada (each, a “Restricted Country”).

Sanctioned Persons

Neither you nor any entity you control, are controlled by, or are affiliated with:

• Any person or entity listed on the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals List, Foreign Sanctions Evaders List, or Palestinian Legislative Council List;
• The U.S. Department of State Terrorist Exclusion List;
• The Bureau of Industry and Security Denied Persons List;
• The United Kingdom HM Treasury Consolidated List;
• The Australian Department of Foreign Affairs and Trade Consolidated List; or
• Any other applicable sanctions list maintained by a governmental authority.

Payment Network Restrictions

You are not listed in the Mastercard MATCH database or Visa terminated merchant file, and your access to any card network or alternative payment method has not been revoked or suspended.

If Ticksterz determines that you fall into any of the above categories, you will be considered a Prohibited Merchant, and your access to Organizer Services may be denied or terminated.

(b) Prohibited Events

You may not list, promote, or conduct any event through the Ticksterz platform that:

• Violates any applicable local, state, provincial, national, or international law or regulation;
• Is prohibited under card network rules or alternative payment framework requirements;
• Includes content that violates the Terms of Service or Ticksterz Community Guidelines; or
• Takes place in a Restricted Country or restricted region, including but not limited to Iran, North Korea, Syria, Crimea, the Donetsk People’s Republic, or the Luhansk People’s Republic.

Events in Cuba or Russia require Ticksterz’s prior written approval due to additional licensing and compliance requirements.

If Ticksterz determines that an event meets any of the above criteria, it will be classified as a Prohibited Event and may be removed without notice.

(c) Prohibited Transactions

You may not submit, process, or attempt to process transactions that include:

• Transactions categorized as high-risk or restricted under applicable payment network rules, including transactions involving:
  • Certain adult content or services;
  • Illegal goods or services (including cannabis);
  • Cryptocurrency purchases;
  • Illegal gambling or betting, and any raffle, sweepstakes, lottery, or game of chance that is not legally permitted, properly licensed or registered where required, or allowed by the applicable payment processor and payment network;
  • Fraudulent, deceptive, or criminal activity;
  • Transactions prohibited under the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or
  • Transactions unrelated to events listed on the Ticksterz platform, including general fundraising, transfers of value, or unrelated merchandise sales.

(d) Legally Permitted Raffles

Ticksterz may provide tools for an Organizer to operate an event-related raffle only where that raffle is lawful and permitted by the Organizer's venue, governing bodies, payment processor, and applicable payment networks. The Organizer is solely responsible for determining eligibility to conduct the raffle; obtaining and maintaining all required licenses, registrations, permits, bonds, and approvals; providing required rules and disclosures; observing geographic, age, prize, sales-channel, and nonprofit restrictions; maintaining required records; reporting and paying applicable taxes; selecting and notifying winners; and delivering prizes.

Before making a raffle live, the Organizer must confirm that these requirements have been satisfied. Ticksterz may request supporting documentation, limit available payment methods, suspend raffle sales, withhold settlement, or remove a raffle when necessary to comply with law, payment-provider requirements, venue rules, or platform safety obligations. Availability of a raffle feature does not constitute legal advice, approval, licensing, registration, or a representation that a particular raffle is lawful.

Ticksterz payment services may only be used for transactions directly connected to your Ticksterz events. Any transaction falling into the above categories is a Prohibited Transaction.

4. Suspension and Termination of Organizer Services

4.1 Suspension or Termination by Ticksterz

Ticksterz may limit, suspend, or terminate your access to Organizer Services, your account, and/or your ability to receive payouts at any time, with or without notice, if:

• You violate this Merchant Agreement, the Terms of Service, or any Ticksterz policy;
• You no longer meet eligibility requirements;
• Required fees are unpaid, payment methods fail, or billing information is inaccurate or outdated;
• A payment processor, card network, or financial institution refuses to process transactions involving you;
• Ticksterz receives a legal order, levy, garnishment, or similar process affecting your funds;
• You assign or attempt to assign payment rights without authorization; or
• You are determined to be a Prohibited Merchant, host Prohibited Events, or submit Prohibited Transactions.

4.2 Account Deletion by Organizer

You may stop using Organizer Services at any time by deleting your account in accordance with the Terms of Service.

Account deletion does not relieve you of obligations that arose prior to deletion, including payment obligations, refund responsibilities, chargeback liabilities, or any other duties that survive termination.

4.3 Effect of Termination

Following termination of your account:

• Ticksterz (through its payment partners) will pay any amounts owed to you, subject to applicable law and permitted deductions;
• Ticksterz may withhold funds to cover refunds, chargebacks, credits, reserves, or outstanding balances;
• Ticksterz will have no further obligation to provide Organizer Services; and
• All outstanding Ticksterz Fees will become immediately due and payable, regardless of whether services were fully performed.

4.4 Survival of Obligations

All provisions that by their nature should survive termination will remain in effect, including provisions relating to payments, refunds, chargebacks, indemnification, limitation of liability, and dispute resolution.

5. Payment Processing

5.1 Payment Processor Partners

To enable you to collect payments for tickets, registrations, and related items, Ticksterz works with third-party payment processors and acquiring banks (collectively, “Payment Processor Partners”).

Your use of Organizer Services is subject to the rules, policies, and requirements of our Payment Processor Partners. In some cases, you may be required to enter into one or more separate agreements directly with those partners (“Payment Processor Agreements”) as a condition of receiving payouts.

Stripe, Inc. (“Stripe”) is one of our Payment Processor Partners. By agreeing to this Merchant Agreement or continuing to operate as an Organizer, you also agree to the Stripe Connected Account Agreement and Stripe Services Agreement, as updated by Stripe from time to time. You authorize Ticksterz to share information about you, your business, and your transactions with Stripe as required to provide payment services.

5.2 Ticksterz Payment Processing (EPP)

Limited Payment Agent Role

When you use Ticksterz Payment Processing (“EPP”), Ticksterz acts solely as your limited payments agent to facilitate payment transactions on your behalf through our Payment Processor Partners.

Consumers purchasing tickets, registrations, or related items for your events submit payments that are processed by our Payment Processor Partners and collected as proceeds attributable to your events (“Event Proceeds”).

In exchange for facilitating these transactions, you agree to pay all applicable Ticksterz Fees, including the Ticksterz Payment Processing Fee, in addition to any other fees or deductions described in this Merchant Agreement.

Payout Timing

Unless otherwise agreed, Event Proceeds will be released no later than five (5) business days after the applicable event has concluded, minus:

• Ticksterz Fees
• Applicable taxes
• Refunds, chargebacks, reserves, or other permitted deductions

Ticksterz is not responsible for payout delays, failures, or rejections caused by incorrect information, third-party failures, banking delays, or your breach of this Merchant Agreement.

Options for early or accelerated payouts are addressed separately in Section 10.

Payout Methods

Subject to eligibility and approval, payouts may be issued via:

• ACH transfer to a verified bank account in your name; or
• Check, in limited circumstances and only with prior written approval, for USD-denominated proceeds payable to a U.S. or Canadian address.

Payment methods may vary by location, currency, and processor availability.

Payment Accuracy and Risk Allocation

Ticksterz and its Payment Processor Partners rely entirely on the accuracy of information you provide. You are responsible for any losses, errors, or expenses resulting from incorrect or outdated banking or payment details.

If a check is issued, you assume all responsibility for safeguarding it. Ticksterz is not liable for lost, stolen, duplicated, or fraudulently negotiated checks, and you agree to reimburse Ticksterz for any related losses or claims.

Transaction Limits and Currency Restrictions

Ticksterz may impose transaction limits, reject transactions exceeding set thresholds, or restrict payment methods for risk, compliance, or processor requirements.

Event Proceeds are paid out only in the currency in which they are collected. Ticksterz does not provide currency conversion services.

5.3 Facilitated Payment Processing (FPP)

In limited circumstances, Ticksterz may permit you to collect payments directly through a third-party payment service such as PayPal (“Facilitated Payment Processing” or “FPP”).

When using FPP:

• You receive payments directly into your third-party account
• You remain solely responsible for all applicable Ticksterz Fees
• Ticksterz is not responsible for the performance, availability, or security of the third-party service
• Ticksterz will invoice you for fees owed, which are due within thirty (30) days unless otherwise stated.

5.4 Chargebacks and Reversals

You are fully responsible for all chargebacks, reversals, disputes, penalties, and related costs (“Chargeback Costs”) arising from transactions connected to your events.

Ticksterz retains sole discretion to manage chargebacks, including whether to dispute or accept them, and you agree to cooperate fully in any dispute process.

You may not encourage or assist Consumers in filing chargebacks.

5.5 Payment Network Rules

You must comply at all times with the rules and requirements of all applicable card networks and alternative payment systems (“Payment Scheme Rules”).

These rules govern transaction legitimacy, branding usage, consumer disclosures, and data sharing. Ticksterz may update this Merchant Agreement as necessary to reflect changes to Payment Scheme Rules.

5.6 Commercial Entity Agreements

If your transaction volume exceeds certain thresholds, you may be required to enter into additional agreements directly with payment processors or card networks (“Commercial Entity Agreements”).

Failure to accept such agreements may result in suspension or termination of payouts.

5.7 Relationship of the Parties

Consumers are your customers. Payments processed through Ticksterz are treated as if made directly to you.

Ticksterz does not provide banking, deposit, stored-value, or fiduciary services. Any displayed balances are informational only and do not represent funds held on your behalf.

Ticksterz is authorized to:

• Hold and disburse Event Proceeds
• Issue refunds as permitted
• Manage chargebacks
• Delegate processing functions to affiliates or partners

5.8 Order Confirmations

You must honor all confirmed orders generated through the Ticksterz platform. Confirmation numbers constitute valid proof of purchase.

5.9 Unclaimed Funds

If payouts cannot be completed due to outdated or invalid payment information and remain unclaimed for the legally required period, funds may be transferred to the appropriate government authority in accordance with applicable law.

5.10 Special Payment Features

Layaway Payments

Recurring installment plans may be offered subject to legal and network rules. You may not increase prices or impose additional fees for layaway purchases.

Pay by Invoice

Invoice payments are handled directly between you and Consumers. You are solely responsible for collection, reconciliation, and refunds.

6. Marketing Services

6.1 Overview

Ticksterz may offer marketing, promotional, and audience-engagement tools to help Organizers promote their events and reach Consumers through the platform and third-party channels (collectively, the “Marketing Services”). Marketing Services may include messaging tools, social advertising tools, analytics, and the Ticksterz Ads Service.

Marketing Services are optional, may change over time, and are provided at Ticksterz’s discretion.

6.2 Messaging Services

General Use

The Messaging Service allows you to send promotional or operational messages related to your events via email, direct messages, SMS, or similar channels (each, a “Messaging Campaign”).

Delivery of messages is not guaranteed, and Messaging Campaigns may not be editable once scheduled or sent.

Compliance Obligations

By using the Messaging Service, you represent and warrant that:

• You have lawful permission to contact each recipient;
• Recipient information was collected in compliance with applicable law;
• Messages comply with all anti-spam, privacy, and marketing laws (including CAN-SPAM, TCPA, CASL, GDPR, and similar regulations);
• Messages relate solely to your Ticksterz events;
• All messages include required opt-out mechanisms; and
• You promptly honor unsubscribe or opt-out requests.

Ticksterz may suspend or terminate your access to the Messaging Service if your campaigns generate excessive complaints, bounces, or unsubscribe rates.

6.3 Social Advertising Services

Ticksterz may enable you to create and submit advertisements for display on third-party social platforms (“Social Networks”) using the Social Ad Service.

Ticksterz does not guarantee that any ad will be approved, displayed, or continue running on a Social Network. Each Social Network independently reviews and controls ad placement.

You are solely responsible for ensuring that your ads comply with third-party platform rules, applicable law, and this Merchant Agreement.

6.4 Promotions

If you run sweepstakes, contests, giveaways, or similar promotions using the Marketing Services (“Promotions”), you are solely responsible for:

• Establishing and enforcing official rules;
• Complying with all applicable laws and regulations; and
• Managing all liabilities arising from the Promotion.

Any sample rules or guidance provided by Ticksterz are for reference only and not legal advice.

6.5 Third-Party Integrations

Certain Marketing Services may require you to connect third-party accounts. Ticksterz is not responsible for third-party platforms, content, outages, or policy enforcement.

You are responsible for complying with all third-party terms and policies.

6.6 Consumer and Marketing Data

You control what Consumer data you provide to Ticksterz through Marketing Services. You are responsible for collecting, using, and sharing Consumer data lawfully.

Ticksterz may generate anonymized, aggregated analytics (“Marketing Data”) derived from Consumer Data. Ticksterz exclusively owns all Marketing Data and may use it without restriction.

6.7 Termination of Marketing Services

Ticksterz may suspend or terminate any Marketing Service, campaign, or Promotion at any time if it violates this Agreement, the Terms of Service, Community Guidelines, or applicable law.

7. Ticksterz Ads Service

7.1 Definitions

The Ticksterz Ads Service allows Organizers to promote content (“Featured Content”) across Ticksterz-controlled or affiliated channels (“Content Channels”).

7.2 Fulfillment Partners

Ticksterz may use third-party vendors, publishers, or affiliates (“Fulfillment Partners”) to deliver advertising placements.

7.3 Ad Content Guidelines

All Featured Content must comply with Ticksterz Ads Guidelines and applicable advertising laws. Ticksterz reserves final approval over all ad content and placements.

7.4 Insertion Orders

Use of Ticksterz Ads requires submission of an insertion order or campaign request. Ticksterz may reject or modify any insertion order in its discretion.

7.5 Fees and Billing

Ad pricing is performance-based and determined solely by Ticksterz metrics. Ticksterz does not guarantee impressions, clicks, or conversions.

Fees are billed in arrears and payable immediately upon invoicing.

7.6 Content Ownership and License

You retain ownership of your Featured Content. You grant Ticksterz a worldwide, royalty-free, non-exclusive license to use, display, modify, and distribute Featured Content solely to perform the Ticksterz Ads Service.

8. Subscriptions and Flex Plans

8.1 Packages

Organizer Services may be offered through subscription plans or usage-based plans (“Packages”). Ticksterz may modify or discontinue Packages at any time.

8.2 Subscriptions

Subscriptions renew automatically unless canceled. Fees are charged in advance and are non-refundable except where required by law.

Free trials convert to paid subscriptions unless canceled before the trial ends.

8.3 Flex Plans

Flex Plans allow pay-as-you-go access to certain Organizer Services. Fees may be deducted from Event Proceeds or invoiced separately.

8.4 Payment Information

You must provide accurate, current payment information and authorize Ticksterz to charge applicable fees.

9. Fees, Deductions, and Reserves

9.1 Fees

You are responsible for all Ticksterz Fees, including ticketing fees, subscription fees, advertising spend, and applicable taxes.

Ticksterz may charge Consumers separate fees that are not passed to you.

9.2 Deductions and Reserves

Ticksterz may deduct fees, refunds, chargebacks, taxes, or other amounts owed from Event Proceeds.

Ticksterz may hold reserves to cover risk, disputes, fraud, or outstanding obligations.

10. Payouts Before Events

10.1 Scheduled Payouts

Any early payouts are advances and may be reclaimed by Ticksterz if required due to refunds, chargebacks, or event cancellation.

10.2 Instant Payouts

Instant Payouts may be offered at Ticksterz’s discretion and may include additional fees.

10.3 Canceled Events

Ticksterz is not required to pay Event Proceeds for canceled or non-performed events.

11. Refunds

11.1 Organizer Responsibility

You are solely responsible for refund obligations to Consumers, even if Ticksterz processes refunds on your behalf.

11.2 Refund Policies

You must establish and follow a refund policy that complies with Ticksterz requirements and applicable law.

11.3 Required Refunds

Ticksterz may issue refunds notwithstanding your stated policy when required by law or platform rules.

11.4 Reimbursement

You must reimburse Ticksterz for all refunds, chargebacks, and associated costs.

11.5 Fee Refunds

Ticksterz Fees are generally non-refundable.

11.6 Refund Process

Refunds must be initiated through Ticksterz unless otherwise approved.

12. Taxes

You are responsible for determining, collecting, and remitting all applicable taxes related to your events and sales.

Ticksterz may collect or withhold taxes where legally required.

13. Warranty Disclaimers

THE ORGANIZER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TICKSTERZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Indemnification and Limitation of Liability

14.1 Indemnification

You agree to defend, indemnify, and hold harmless Ticksterz and its affiliates from all claims arising from your events, content, promotions, or breach of this Agreement.

14.2 Limitation of Liability

TICKSTERZ’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID BY YOU TO TICKSTERZ IN THE THREE (3) MONTHS PRECEDING THE CLAIM. TICKSTERZ SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

15. Representations and Warranties

You represent that you have full authority to enter into this Agreement and that doing so does not violate any other obligations.

16. Remedies and Collections

Ticksterz may withhold payouts, charge interest on overdue amounts, and pursue collection of unpaid balances. Remedies are cumulative and non-exclusive.

17. Miscellaneous

• Entire Agreement: This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement.
• Force Majeure: Neither party is liable for events beyond reasonable control.
• Assignment: You may not assign this Agreement without consent.
• No Partnership: No partnership or agency relationship is created.
• Governing Law: As set forth in the Terms of Service.
• Survival: Provisions that should survive termination do survive.