Merchant Agreement

Revision: January 20, 2025

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Tikkl Terms of Service at tikkl.com/corp/tos by reference. Nothing in this Merchant Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Service. Further, any terms herein are subject to all other terms of the Terms of Service.

1. Purpose of this Merchant Agreement

Tikkl is an event ticketing / registration and livestreaming platform, bringing the world together through live events - virtual, in-person, or hybrid.

We enable users all over the world to discover, register/buy tickets for, and attend events.

We provide event organizers a simple and comprehensive set of tools to setup event webpages, manage online and offline registration and ticketing, run donation and pre- and post-event campaigns, promote their events and campaigns on Tikkl and elsewhere online, livestream virtual and hybrid events, check-in attendees at in-person events, and engage attendees during their events.

If you access, view, or otherwise use Tikkl or any webpage or mobile app or offline feature available through Tikkl, any information provided as part of the Tikkl services, or any related emails, newsletters or services (hereinafter collectively the “Service”), you become a Tikkl user (“User”). If you use the Service as an administrator of an organization to run events or campaigns, you become a a Tikkl “Organizer”.

When this Agreement refers to the term "Tikkl," "we," "us," or "our," that refers to Tikkl, Inc. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. Affiliates include without limitation, Tikkl Events India Pvt Ltd (“Tikkl India”) and Tikkl, Inc, as these entities are referenced below.

  • If you are a User located in India, you are contracting with Tikkl Events India Pvt Ltd, a private limited company, with head offices in the city of Bhubaneswar, India.
  • If you are a User located in any other jurisdiction, you are contracting with Tikkl, Inc., a California corporation.

This Agreement sets forth the terms and conditions upon which Organizers can use the Service to create, promote and/or collect proceeds for selling registrations / tickets for an event or campaign (referred to as "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 Tikkl, which will be applicable when and if you use the Service to create, promote and/or collect proceeds for selling registrations / tickets for an event or campaign.

2. Organizer Registration Data

As part of the creation of a paid event or campaign or at any time following such creation, the owner admin of an Org account or Organizer may be required by Tikkl to provide additional information (beyond the information required to sign up for the Service) about yourself, the entity you represent (if any) and the principal owners of the entity you represent (if any) (collectively, "Organizer Registration Data").

As an example, the Organizer Registration Data may include

  • organization name,
  • doing business as (DBA) names,
  • current address,
  • type of entity,
  • description of products,
  • website address,
  • bank account or other payment account information,
  • Tax Identification Numbers or PAN as applicable in your country,
  • name of owner or administrator responsible for payments,
  • contact information including email and phone number,
  • 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 Service 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.

Organizer agrees that Tikkl is permitted to share Organizer Registration Data and information relating to your events and transactions on the Service with our Payment Gateway Partners (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 Tikkl to verify your Organizer Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

We reserve the right to suspend your Tikkl account or to withhold any amounts due to you in the event that we reasonably believe that your Organizer Registration Data is inaccurate or if you fail to provide all Organizer Registration Data within the timeframes requested.

3. Tikkl Fees for Organizers

Organizers using Tikkl Service to run their events incur one or more fees, based on the type of event they wish to run and the features they want to avail of. Tikkl charges a Tikkl Ticketing Fee and a Payment Processing Fee depending on the payment processing option chosen. In addition, Tikkl may charge Organizers an Org Setup fee, an Event Fee, International Campaign Fee, Fees for Add-ons, and other Professional Service Fees. All Tikkl fees are charged to and payable by the Organizer designated as the owner of the Org account.

Fees are charged based on the pricing plan outlined at tikkl.com/corp/pricing.

Tikkl fees include the following.

  • An Org setup fee may be charged by Tikkl when a new Org account is created and the Org on-boarded to the Service. Tikkl may either invoice or bill Organizers through its online billing interface prior to the start of their Service.
  • An Event fee per event may be charged to the Organizer designated as the owner of the Org account, for the use of the Service and the associated software tools made available for a particular event. Tikkl may either invoice or bill Organizers through its online billing interface and the fee must be paid in full before the event is published.
  • Tikkl Ticketing fees are collected when Organizers sell tickets / registration for events and campaigns to Users, unless you have an alternate arrangement negotiated with Tikkl. The mode of payment of Tikkl Ticketing fees is dependent on the Payment Processing option selected by Organizers and is more fully described in Section 4.
  • Tikkl Payment Processing Fees will be incurred by Organizers, in cases where the Organizer uses Tikkl’s Payment Processing option, and it is described in Section 4.
  • Tikkl charges an International Campaign Fee if Organizer uses Tikkl's Service to list and sell tickets outside their home country in an international currency using Tikkl's Payment Processing (TPP).
  • Add-on Fees are incurred when specific add-on features are selected by the Organizers. These fees are charged via an invoice or bill through Tikkl’s online billing interface and must be paid in full before the feature is used.
  • Professional Service Fees are charged when Organizer, from time to time, requests additional Services from Tikkl, including without limitation marketing boost and promotion services, on-site services, and dedicated events management, which Tikkl may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the “Professional Service Fees") will be disclosed to Organizer prior to Organizer's acceptance of such Services. Professional Service Fees are invoiced and are usually structured to be paid 60% at the beginning of a service or project and the remainder 40% paid upon completion of the service or project.
  • Additional fees may be charged by Tikkl to Organizer as the case may arise. Such fees may include but are not limited to fees for
    • research required to respond to any third party or government subpoena, levy or garnishment on your account, and
    • research and activities necessary to verify and execute any payee change, whether pursuant to the Uniform Commercial Code or court order.

Tikkl may also charge various fees to Users that are not passed on to Organizers, related to ticket sales, processing, handling, and access to various Tikkl content and services. We have sole discretion to set and assess such fees.

Tikkl invoices are to be paid per the terms, whether Net 7 or Net 30, as outlined in Tikkl’s invoice. All Tikkl fees must be paid in a timely manner to avoid interruptions of the Service. Tikkl reserves the right to suspend or terminate your account or any pending events if invoices are not paid in a timely manner.

4. Registration / Ticketing and Payment Processing

4.1 Payment Processing Methods

There are two payment processing options Organizers may select from, in order to collect proceeds for selling registrations / tickets for an event or campaign to Users:

  • “Your Payment Processing" or "YPP," which consists of Organizers directly receiving all sales proceeds from ticket, registration and merchandise (or other item) sales and donations solicited via the Service (collectively, "Proceeds") using their own 3rd party payment gateway that Tikkl has API integrations with, such as Stripe. Tikkl Ticketing Fees are automatically transferred to Tikkl by the payment gateways when the transactions are processed
  • “Tikkl’s Payment Processing," "TPP," or the "TPP Service," in which Tikkl acts as Organizer's limited payments agent for the purpose of processing Proceeds using its Payment Gateway Partners.

Unless otherwise agreed by Tikkl,

  • Organizer agrees not to preference one form or method of payment over another, and
  • Organizer agrees not to charge Users additional fees or other amounts in connection with one payment method where Organizer does not charge Users those fees or other amounts for all payment methods. 
 Regardless of the payment processing option elected, Organizer agrees to pay Tikkl all applicable service fees for each ticket, registration or other item sold or donation solicited via the Service (the "Tikkl Ticketing Fee"). To the extent Organizer uses TPP, Organizer also agrees to pay Tikkl the additional Payment Processing fee (the "Tikkl Payment Processing Fee") for each ticket, registration or other item sold or donation solicited via the Service. The Tikkl Ticketing Fee and the Tikkl Payment Processing Fee vary by country and processing currency. Note that these fees are subject to change from time to time with respect to transactions that occur following the change.

4.2 Your Payment Processing

When using YPP, Organizers and Users 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 Ticket Charges through the applicable third party service and Tikkl 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 Tikkl’s Payment Processing

4.3.1 Underwriting

If you have requested TPP, then upon receipt of Organizer Registration Data, Tikkl will determine, in its discretion (which may be based on input from our Payment Gateway Partners), whether you are qualified to use TPP. If you are not qualified to use TPP, but you are otherwise qualified to use the Service, Tikkl will notify you and you may switch to YPP. For risk management and security reasons and to meet the requirements imposed by our Payment Gateway 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 TPP 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 4.3.6.

4.3.2 Payment Process

When using TPP, payment processing occurs directly through one of our Payment Gateway Partners, and you understand and agree that Tikkl will pass along to you all Proceeds related to such event that have been processed by our Payment Gateway Partners, after the successful completion of an event, as per the payout schedule outlined at tikkl.com/corp/pricing, subject to

  • deduction of all applicable Fees, including but not limited to wire transfer and payout processing fees, then due;
  • 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 Service provided by Tikkl or any of its Affiliates;
  • any other deductions authorized pursuant to this Merchant Agreement; and
  • any reserves established as set forth in Section 4.3.6 below.

Such payouts will be made only to the payout information designated by Organizer in Organizer Registration Data. Payouts are made by ACH, or NEFT. You agree that, regardless of the delivery option used by Tikkl to make a payout to you, you will not request or use any information related to that payout method for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement.

For ACH and NEFT transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Organizer 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 4.3.6,

(b) setoff against any Proceeds you receive and any other fees for Service provided to you or any of your Affiliates by Tikkl or any of its Affiliates (including for any Tikkl fees or any other amounts you owe to Tikkl 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 or any other agreement between Organizer and Tikkl, including this Merchant Agreement or any other applicable agreement for Service provided by Tikkl or any of its Affiliates.

We may exercise such setoff rights before we make any payout, whether by check or by ACH or by NEFT, 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 Proceeds if Tikkl is served with legal process seeking to attach or garnish any of your funds or property in Tikkl's possession.

4.3.3 Appointment as Agent

With respect to any events for which Organizer uses TPP, Organizer hereby appoints Tikkl as Organizer's limited payment agent for the purpose of facilitating the receipt of payments made by Users for such events through our Payment Gateway Partners, and the disbursement of those payments to Organizer. Organizer agrees that a payment made by a User that is processed by Tikkl will be considered the same as a payment made by a User directly to Organizer and Organizer will sell or provide all advertised goods and services to the User as if Organizer had directly received the Proceeds from such User, regardless of whether the Proceeds have yet to be or are ever received from Tikkl. Organizer agrees that Tikkl, in its role as limited payments agent, is authorized to

  • enable Users to transfer or upgrade a ticket and/or registration (if such transfers are permitted and authorized by Organizer during the event registration process);
  • hold, disburse and retain proceeds on Organizer's behalf pursuant to this Merchant Agreement, or otherwise instruct our Payment Gateway Partners to do so;
  • issue refunds to Users as set forth in Section 4.4 below; and
  • manage credit card chargebacks as set forth in Section 4.3.7 below.

In accepting appointment as the limited agent of Organizer, Tikkl assumes no liability for any acts or omissions of Organizer and Organizer understands that Tikkl's obligation to pay Organizer is subject to and conditional upon Users’ actual payment of Proceeds. Organizer further authorizes Tikkl to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Tikkl will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.

4.3.4 Currencies

Tikkl only provides the Tikkl Integrated Payment Processing Service for certain currencies and for Organizers in certain locations. In addition, Proceeds collected in a currency may be paid out to Organizer in the currency in which they are collected or in the currency of the location the Organizer is in, based on the information provided in the Organizer Registration Data. Tikkl will provide currency conversion and will notify Organizer of the currency conversion rate. You agree that you accept Tikkl’s decision on the currency conversion rate it will provide.

4.3.5 Cancellations; Nonperformance

No payments will be made to Organizer with respect to any event that is cancelled or with respect to which Tikkl believes there is a risk of cancellation or nonperformance, unless Tikkl receives adequate security (as determined by Tikkl in its discretion) for Organizer's obligations under this Merchant Agreement. Tikkl may elect, but is not obligated, to issue full or partial payment to Organizer for a cancelled event after a stated period for refund requests has concluded, and for clarity,  Organizer will remain fully responsible for Chargeback Costs (as defined below). In addition, no Proceeds 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 Tikkl 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 which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds due to Tikkl that are sufficient to cover refunds due to Users for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 4.4.3 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 4.3.6 and 4.5 of this Agreement.

4.3.6 Reserves and Tikkl Right of Setoff

Tikkl reserves the right to retain a certain percentage of Proceeds and any other fees for Service provided to you or any of your Affiliates by Tikkl or any of its Affiliates (with such percentage being determined by Tikkl in its discretion) to fund a reserve

  • 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
  • as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this Merchant Agreement, or to protect Tikkl against fraudulent or erroneous activity.

Tikkl's right to hold a reserve will continue following the applicable event(s) and until either

  • Organizer and any of its Affiliates have discharged all obligations under the Terms of Service or other applicable agreement for Service provided by Tikkl or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or;
  • Organizer and any of its Affiliates have otherwise provided Tikkl or any of its Affiliates with adequate security (as determined by Tikkl or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Service provided by Tikkl or any of its Affiliates, 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 4.3.3. In the event that the exercise of our or our Affiliates' setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us or any of our Affiliates under the Terms of Service or other applicable agreement for Service provided by Tikkl or any of its Affiliates, 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.

4.3.7 Chargebacks; Reversals

Any credit card chargebacks or other transaction reversals ("Chargebacks") initiated against Tikkl or its affiliates for any reason (except to the extent they are caused solely by Tikkl's negligence or willful misconduct) with respect to an Organizer's event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses (together with the amount of Chargebacks, “Chargeback Costs”) incurred by Tikkl or its affiliates in connection with such chargebacks will ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Tikkl for such amounts on demand. As part of Tikkl's activity as limited payments agent, Tikkl will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Tikkl to do so and agrees to use reasonable efforts to cooperate with Tikkl in such re-presentment. However, Tikkl 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 4.4.3 below.

4.4 Refunds

4.4.1 Refund Policy and Process

Regardless of what payment processing method is selected, Organizer agrees to communicate a refund policy to Users with respect to each event posted on the Service.

Refunds will need to be processed manually by Tikkl or by the Organizer, as applicable. Tikkl may determine in its sole discretion to not process any refunds that are manual, in which case they will be processed directly by the Organizer. Notwithstanding any features of the Tikkl services that enable Organizers to process refunds through the Tikkl platform, Organizer bears sole responsibility for refunds to Users associated with the Organizer’s event. 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 Users either by using backup funding sources within the Tikkl platform (e.g. additional security sources) or remitting funds due for refunds back to Tikkl so that refunds can be processed by Tikkl on the Organizer's behalf. In the event that Tikkl is unable to process a refund on behalf of Organizer for any reason (e.g., the User’s payment card account cannot accept the refund), Tikkl will not process the refund through the Tikkl platform and the Organizer will bear sole responsibility for meeting its refund obligations under this Merchant Agreement and the Organizer’s refund policy.  In such cases the Organizer may provide a refund through cash or check or in accordance with item ix, below. Tikkl reserves the right to set a time period after which refund requests received for a cancelled event will not be processed through the Tikkl platform. Tikkl may, but is not obligated to, elect to allow the Organizer to refuse refunds for a cancelled event when the refund requests are received after that period, provided that the Organizer will remain responsible for all Chargeback Costs.

(ii) Unless otherwise instructed by Tikkl, Organizer agrees that no refunds will be made outside of the Tikkl platform (e.g. offline). Not withstanding the foregoing, TPP refund transactions may only be employed for bona fide event refunds, and not for other activity such as money transfers, including without limitation cash advance transactions.

(iii) If Organizer elects to remit funds back to Tikkl so that Tikkl can process refunds on Organizer's behalf, to the extent it is able to do so, Organizer must remit funds to Tikkl that are sufficient to cover refunds due to Users within 5 days of the cancellation of the event.

(iv) Organizer agrees to notify Users 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 Users with refund requests, and Organizer will instruct the Users not to contact Tikkl with refund requests.

(vi) Organizer will provide clear instructions and contact information to Users so that Users can make refund requests and respond to any User refund requests received.

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

(viii) If the Organizer cancels only part of a multi-day event, then Organizer agrees to refund a pro-rata monetary value portion of the purchase price of a multi-day ticket based on the corresponding monetary value of the portion of the multi-day event that was cancelled. For example, if Organizer sells a 3-day ticket to a festival for $150, and cancels 1 day of the festival, the Organizer must provide a $50 refund to Users for the cancelled day.

(ix) If the Organizer is offering Users a credit or other accommodation through which Organizer will “make good” on its obligations to Users in lieu of a purchase price refund and/or in the event of an inability to complete a purchase price refund, then (i) such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and (ii) such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law (as to which Organizer bears sole responsibility for compliance)) must be clearly communicated to the Users. The issuance of any credit or other accommodation is solely the Organizer's responsibility and the Organizer is responsible for compliance with all applicable local, state, provincial, national and other laws, rules and regulations. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if a credit, accommodation, or an "other make good" refund is given and/or even if it is provided because a purchase price refund could not be completed. Further, in the event that Organizer fails for any reason to honor a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was used, Tikkl shall be entitled to exercise all rights under this Merchant Agreement, including but not limited to the right (but not the obligation) to issue refunds to impacted User(s) (to the extent it is able to do so) and to collect such sums directly from Organizer.

(x) This subsection applies to credits offered to Users who purchased through TPP transactions. Organizer agrees and understands that any funds associated with another “make good” issued in the form of a credit that is usable only for Organizer’s future events will, as between Tikkl and the Organizer, be processed by Tikkl in the same manner as a refund from Organizer’s account in accordance with the terms of this Merchant Agreement, including without limitation, appointment of Tikkl as a limited payments agent pursuant to Section 4.3.3 of this Merchant Agreement.  Such credit, upon use, will be processed on the Organizer’s behalf by Tikkl as part of the final settlement of the event in accordance with the terms set forth herein for the TPP Service. A credit will be deemed “used” once the User either attends the concluded event to which the credit was applied or fails to attend the concluded event to which the credit was applied. However, if Organizer has established a period in which such credit must be used and the credit is not used during the established period, such credit will be applied to Organizer’s account and settled with Organizer’s next scheduled payout, provided that Organizer offered a substitute event that was ticketed and completed during the established period.

4.4.2 Refund Disputes

Regardless of what payment method is selected, all disputes regarding refunds are between Organizer and its Users. In the event of a dispute, Tikkl may try to mediate, but ultimately it is Organizer's obligation to settle the dispute. Notwithstanding the foregoing, with respect to TPP transactions, Tikkl will have the right to make refunds on Organizer's behalf as set forth in Section 4.4.3 below.

4.4.3 Mandatory Refunds

Notwithstanding the foregoing, Organizer authorizes Tikkl to make refunds in the following situations

  • Organizer specifically authorizes the refunds at the time;
  • the event description presented to an User at time of purchase is significantly different from the actual event;
  • Attendees are unable to attend the event due to failure of the Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the User to safety concerns;
  • Tikkl believes in its discretion that specific orders should be refunded under the Organizer's posted refund policy, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation;
  • Tikkl believes in its discretion that the refund request, if not granted, will lead to a chargeback that Tikkl is more likely than not to lose;
  • Organizer failed to list a refund policy on the applicable event page and Tikkl believes in its discretion that a refund would be reasonable under the circumstances;
  • Tikkl believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or
  • Tikkl believes in its discretion that the order is a duplicate.

Organizer also authorizes Tikkl to make refunds of any and all orders (including those for unrelated events) if

  • Tikkl believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations;
  • Tikkl believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events;
  • Tikkl 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
  • Tikkl believes in its discretion that failing to make the refunds would otherwise expose Tikkl to legal liability.

Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Tikkl and its affiliates upon demand for refunds that Tikkl makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Tikkl's negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Tikkl in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Tikkl is mitigating such losses and its damages with respect to Organizer's breach of this Merchant Agreement. If you do not remit funds to Tikkl that are sufficient to cover mandatory refunds as described by this Section 4.4.3 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 4.3.6 and 4.5 of this Agreement.

4.5 Non Exclusive Remedies; Taxes

4.5.1  Non-Exclusive Remedies

If Organizer fails to pay to Tikkl or any of its Affiliates any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) or any other applicable agreement for Service provided by Tikkl or any of its Affiliates when due and following a late payment notice being delivered by Tikkl, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of

  • one percent (1%) per month, compounded monthly; and
  • 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 or any of its Affiliates to Tikkl or any of its Affiliates under the Terms of Service (including without limitation this Merchant Agreement) or any or other applicable agreement for Service provided by Tikkl or any of its Affiliates, Tikkl or its Affiliates 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

  • 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 Service or other applicable agreement for Service provided by Tikkl or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer's Affiliates to Tikkl or any of its Affiliates; and/or
  • 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 Tikkl or any of its Affiliates such invoiced amounts within thirty (30) days after the date of the invoice.

If payment for any amounts due to Tikkl or any of its Affiliates hereunder is not made by Organizer or any of its Affiliates when due and after receiving a late payment notice from Tikkl or any of its Affiliates, Tikkl or any of its Affiliates reserves 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 Service provided by Tikkl or any of its Affiliates (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 Tikkl or any of its Affiliates are subject to collections in accordance with Section 4.5.2.

4.5.2 Collections; Costs of Recovery

Tikkl reserves the right to pursue any late and unpaid amounts due and owing to Tikkl or any of its Affiliates 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 Tikkl or any of its Affiliates upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by Tikkl or any of its Affiliates 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 Service provided by Tikkl or any of its Affiliates. Organizer and any of its Affiliates agree that if Tikkl or any of its Affiliates 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, Tikkl or any of its Affiliates 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 Service provided by Tikkl or any of its Affiliates.

4.5.3 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 Service and to sales you make using the Service. 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”). Tikkl 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, User, etc.), your location, the location of your Users, credits and deductions for which you may qualify and other factors, and you hereby release Tikkl 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 Tikkl Integrated Payment Processing, Tikkl will pay such amounts to you at the same time as the underlying Proceeds. 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. Tikkl 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 Tikkl to pay any Taxes attributable to your use of the Service or to sales you make using the Service, you agree to promptly and fully reimburse Tikkl for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(ii) Notwithstanding the preceding paragraph, Tikkl may, in certain jurisdictions, be required to collect and remit Taxes for your sales of tickets and/or registrations facilitated using the Service. In order to determine whether any Taxes must be collected on your behalf, Tikkl 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. Tikkl 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 Tikkl to pay any Taxes attributable to your Event as a result of the information you provided Tikkl being incorrect, you agree to promptly and fully reimburse Tikkl for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

(iii) Notwithstanding paragraph (i) in this section, Tikkl may, in certain jurisdictions, be required to collect and remit Taxes on Tikkl Ticketing Fees and Tikkl Payment Processing Fees and any other Tikkl Fees (“Tikkl Fees”) to the Tax Authorities. In such jurisdictions, Tikkl will collect from you Taxes on Tikkl Fees, and you agree to pay such Taxes. Tikkl may, at its sole election, invoice you for Taxes on Tikkl Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Tikkl Fees. With the exception of Taxes on Tikkl Fees that Tikkl 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 Service and to sales you make using the Service.

(iv) Except as set forth in Sections 4.5.3(ii) and 4.5.3(iii), in addition, due to IRS regulations, if Tikkl 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, Tikkl 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, Tikkl 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 Tikkl until either (A) or (B) above are satisfied.

(v) Tikkl 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 Tikkl, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.

5. Prohibited Activities

By registering for the Service and accepting this Merchant Agreement, you represent and warrant that you may not publish events to the Service or engage in activities through the Service that violates or facilitates the violation of any applicable local, state, provincial, national or other law, rule or regulation.

You represent and warrant that you will not submit for processing through the Service and/or TPP any transaction that is fraudulent or criminal in nature or 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. 
 In its sole discretion, if Tikkl determines that you are running prohibited activities, Tikkl will take all measures available to it to take remedies, including but not limited to,

  • suspend or terminate your Tikkl account;
  • alter, edit, or remove any event or any portion thereof;
  • block, reverse or refund any or all of your transactions;
  • 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
  • refer you, your events and/or your transactions and information relating to the same (without further notice to you) to 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

  • 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;
  • 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;
  • 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
  • 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 ticketed correctly, and that only valid tickets are honored. You understand and agree that Tikkl is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honored, including any tickets procured through, or representing, fraud or deceptive practices.

7. Termination

In addition to our right to terminate your use of the Service under the Terms of Service, Tikkl may terminate this Merchant Agreement and your right to use the Service to create, promote and collect sales proceeds for events and campaigns

  • if you are in violation or breach of any provision of this Merchant Agreement;
  • if our Payment Gateway Partners terminate our right to provide the TPP Service or your right to accept payments via the TPP Service in their sole discretion;
  • if Tikkl is served with legal process seeking to attach or garnish any of your funds or property in Tikkl’s possession.

8. Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to legal@tikkl.com