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3. Eventbrite Merchant Agreement
Legal Guidelines | Template
EVENTBRITE
MERCHANT AGREEMENT
Last updated: December 21, 2023
This Merchant Agreement and the rights and obligations contained in it are in
addition to and are incorporated into the Eventbrite Terms of Service (“Terms of
Service”). Nothing in this Merchant Agreement will be interpreted to limit,
change, or waive any terms of the Terms of Service or our Privacy Policy.
However, if there is any inconsistency between the Terms of Service and this
Merchant Agreement, this Merchant Agreement will control. Capitalized terms that
are not defined in this Merchant Agreement have the definition provided in the
Terms of Service.
Please read this entire Merchant Agreement and our Terms of Service thoroughly,
as they may affect your rights. This Merchant Agreement contains important
information regarding our services, payments, refunds, and restricted events,
and the Terms of Service contain provisions for dispute resolution, including
binding arbitration and a class action waiver, that apply to this Merchant
Agreement.
NOTE: For an overview of Eventbrite’s various legal terms and policies, click
here.
TABLE OF CONTENTS:
1. WHO WE ARE
1.1 ABOUT US.
1.2 EVENTBRITE SERVICES.
2. OUR MERCHANT AGREEMENT
2.1 PURPOSE AND SCOPE.
3. ELIGIBILITY FOR ORGANIZER SERVICES
3.1 ELIGIBILITY.
3.2 ADDITIONAL REGISTRATION DATA.
3.3 DISCLOSURE AUTHORIZATION.
3.4 FAILURE TO PROVIDE.
3.5 PROHIBITED MERCHANTS, PROHIBITED EVENTS, AND PROHIBITED TRANSACTIONS.
4. SUSPENSION AND TERMINATION OF ORGANIZER SERVICES; SURVIVAL OF OBLIGATIONS
4.1 SUSPENSION AND TERMINATION.
4.2 ACCOUNT DELETION.
4.3 EFFECT OF TERMINATION.
4.4 CONTINUED OBLIGATIONS.
5. PAYMENT PROCESSING
5.1 PAYMENT PROCESSOR PARTNERS.
5.2 EVENTBRITE PAYMENT PROCESSING.
5.3 FACILITATED PAYMENT PROCESSING.
5.4 CHARGEBACKS AND REVERSALS.
5.5 PAYMENT SCHEME RULES.
5.6 COMMERCIAL ENTITY AGREEMENTS.
5.7 ROLES AND RELATIONSHIPS.
5.8 CONFIRMATIONS.
5.9 ESCHEATMENT.
5.10 SPECIAL PAYMENT TERMS.
6. MARKETING SERVICES
6.1 GENERAL.
6.2 MESSAGING SERVICE.
6.3 SOCIAL AD SERVICE.
6.4 PROMOTIONS AND PROMOTIONAL EMAILS.
6.5 THIRD PARTY INTEGRATION.
6.6 CONSUMER AND MARKETING DATA.
6.7 TERMINATION RIGHTS.
7. EVENTBRITE ADS
7.1 DEFINITIONS.
7.2 FULFILLMENT PARTNERS.
7.3 AD CONTENT GUIDELINES.
7.4 INSERTION ORDERS.
7.5 FEES AND PAYMENT FOR EVENTBRITE ADS SERVICE.
7.6 FEATURED CONTENT.
7.7 OWNERSHIP.
7.8 LICENSE TO FEATURED CONTENT.
8. SUBSCRIPTIONS AND FLEX PLANS
8.1 PACKAGES.
8.2 SUBSCRIPTIONS.
8.3 FLEX PLANS.
8.4 PAYMENT INFORMATION.
9. FEES, DEDUCTIONS, AND RESERVES
9.1 FEES.
9.2 DEDUCTIONS, SETOFFS, AND RESERVES.
10. PAYOUTS BEFORE YOUR EVENT
10.1 SCHEDULED PAYOUTS.
10.2 INSTANT PAYOUTS.
10.3 CANCELATIONS; NONPERFORMANCE.
11. REFUNDS
11.1 HANDLING REFUNDS, DISPUTES, AND FAKE TICKETS.
11.2 REFUND POLICY.
11.3 SPECIFIED REFUNDS.
11.4 REIMBURSEMENT BY YOU.
11.5 EVENTBRITE FEES.
11.6 PROCESS FOR REFUNDS.
12. TAXES
12.1 YOUR TAX RESPONSIBILITY.
12.2 REQUEST FOR INFORMATION.
12.3 COLLECTION BY EVENTBRITE.
12.4 OBLIGATION TO PAY TAXES.
12.5 IRS REPORTING.
12.6 PROVIDING PAYEE COPIES ELECTRONICALLY.
12.7 RIGHT TO WITHHOLD.
13. WARRANTY DISCLAIMERS
13.1
13.2
13.3
14. INDEMNIFICATION AND LIMITATION OF LIABILITY
14.1 INDEMNIFICATION.
14.2 LIMITATION OF LIABILITY.
15. REPRESENTATIONS AND WARRANTIES
15.1 AUTHORITY.
16. NON-EXCLUSIVE REMEDIES AND COLLECTIONS
16.1 NON-EXCLUSIVE REMEDIES.
16.2 COLLECTIONS; COSTS OF RECOVERY.
17. MISCELLANEOUS
17.1 INTERPRETATION.
1. WHO WE ARE
1.1 ABOUT US.
Welcome to Eventbrite! We’re glad you’re here!
We’re a global events marketplace dedicated to bringing the world together
through live events, whether in-person or virtual, serving event creators and
event goers in nearly 180 countries.
Eventbrite is a Delaware corporation with its principal place of business at 95
Third Street, 2nd Floor, San Francisco, California, 94103 USA, Reg. No. 4742147
("Eventbrite,” "we," “us," or "our"). When this Merchant Agreement mentions
"Eventbrite," "we," "us," or "our," it refers to Eventbrite, Inc. and its
Affiliates (defined in the Terms of Service) and subsidiaries, and each of its
and their respective officers, directors, agents, partners, and employees.
1.2 EVENTBRITE SERVICES.
Here’s a summary of our services.
Organizer Services: When “Organizer Services” is used in this Merchant
Agreement, it refers to both the Ticketing Services and the Marketing and
Operational Services (defined below). For clarity, Organizer Services are
included in the meaning of “Services” under the Terms of Service.
1. Ticketing Services: We provide you and other Organizers a platform to sell
tickets, registrations and other items, and receive payments for your events
(the “Ticketing Services”).
2. Marketing and Operational Services: We may provide you and other Organizers
with marketing and promotion services such as those described below in the
“Marketing Services” section (“Marketing Services”), as well as onboarding
support and account management (collectively with the Marketing Services,
“Marketing and Operational Services”). All Marketing and Operational
Services will be provided as we determine and will be subject to the Terms
of Service, this Merchant Agreement, and any separate written agreement we
determine is necessary. In the event of a conflict between the separate
written agreement and this Merchant Agreement, the Merchant Agreement will
control.
3. Eventbrite Ads Service: Our Eventbrite Ads Service is an offering within our
Marketing Services that allows you to publish Featured Content on our
Content Channels, as further described below in the “Eventbrite Ads”
section.
2. OUR MERCHANT AGREEMENT
2.1 PURPOSE AND SCOPE.
This is what you are agreeing to.
This Merchant Agreement sets the terms and conditions for your use of the
Organizer Services. Users of our Organizer Services may be collectively referred
to in this Merchant Agreement as “you” or “your.”
By using the Organizer Services or registering as an Organizer, you are agreeing
to the terms and conditions of this Merchant Agreement, the Terms of Service,
and our Privacy Policy, without modification, and entering into a binding
contract with us that governs your use of the Organizer Services. Do not use the
Organizer Services or register as an Organizer if you do not agree to the terms
and conditions of this Merchant Agreement, the Terms of Service, or our Privacy
Policy.
3. ELIGIBILITY FOR ORGANIZER SERVICES
3.1 ELIGIBILITY.
Please make sure you’re eligible before using our Organizer Services.
To use the Organizer Services, you must: (a) have the authority to enter into
this Merchant Agreement on your own behalf or on behalf of the entity using the
Organizer Services; (b) comply with our Terms of Service and all applicable
laws; and (c) review and agree to the Stripe Connected Account Agreement, which
includes the Stripe Services Agreement (collectively, the “Stripe Agreements,”
which Stripe may modify from time to time) and any other required third party
agreement, if applicable.
All information you submit must be truthful, accurate, and complete, and you
must promptly notify us of any changes.
We can approve or deny your registration for the Organizer Services, limit,
suspend, or terminate your access to the Organizer Services, and/or place
transactional limits on payouts at any time, for any reason, with or without
notice. We can also change these eligibility requirements at any time.
3.2 ADDITIONAL REGISTRATION DATA.
We may need some additional information from you.
After registering for the Organizer Services, we may require you to provide
additional information 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, Additional
Registration Data may include current address, doing business as (DBA) names,
description of products, website address, bank account or other payment account
information, tax identification numbers, date of birth, passport or drivers
license number, country of origin, copies of government identification
documents, and other personal information.
We may use this information to verify your identity, the validity and/or
legality of your transactions, and/or whether you qualify to use the Organizer
Services. You must: (a) promptly provide accurate and complete information and
(b) regularly and quickly update this information to make sure it remains
accurate and complete.
3.3 DISCLOSURE AUTHORIZATION.
We may need to share your information with third parties who help us provide
services to you.
We may share Registration Data, Additional Registration Data, and information
about events and use of the Services with our Payment Processor Partners, the
Card Schemes and Alternative Payment Frameworks (as each are defined below), and
with your bank or other financial institution, if the Services involve these
third parties. You also authorize us to verify your Registration Data and
Additional Registration Data and conduct due diligence on you through third
parties, including third-party credit reporting agencies.
3.4 FAILURE TO PROVIDE.
Be sure to provide us with all information that we request so you don’t lose
access to our services or your payouts..
You are not entitled to receive any payments from tickets, registrations, or
other items sold from us or our Payment Processor Partners unless and until you
provide full and accurate Registration Data and Additional Registration Data. We
reserve the right to suspend or terminate your Eventbrite account and/or your
access to the Organizer Services, and to withhold any payments otherwise due to
you, if we believe that your Registration Data or Additional Registration Data
is inaccurate or incomplete.
3.5 PROHIBITED MERCHANTS, PROHIBITED EVENTS, AND PROHIBITED TRANSACTIONS.
We can’t do business with certain people and entities.
Prohibited Merchants: By registering for the Organizer Services and accepting
this Merchant Agreement, you represent and warrant that:
1. You are not located in, and you are not a national or resident of, any
country for which the United States, United Kingdom, European Union,
Australia or Canada has embargoed goods and/or services similar to our
Services ("Restricted Countries");
2. You are not a person or entity or under the control of or affiliated with a
person or entity that
1. Appears on the U.S. Office of Foreign Assets Control's Specially Designated
Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative
Council List;
2. Appears on the U.S. Department of State's Terrorist Exclusion List;
3. Appears on the Bureau of Industry and Security's Denied Persons List;
4. Appears on the Consolidated List of Targets published by the U.K. HM
Treasury;
5. Appears on the Consolidated List published by the A.U. Department of Foreign
Affairs and Trade; or
6. Is subject to sanctions in any other country; and
1. 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 Payment Framework is not revoked or suspended.
If we determine that you fall into any of the categories above, you are a
"Prohibited Merchant."
Prohibited Events: You may not post events to the Eventbrite Properties or
engage in activities through the Organizer Services that:
1. Violate or help violate any applicable local, state, provincial, national or
other law, rule or regulation;
2. Are prohibited under the Payment Scheme Rules;
3. Contain any Content that violate the Terms of Service or the Eventbrite
Community Guidelines; or
4. Take place in Restricted Countries or restricted regions, which include (but
are not limited to) Iran, North Korea, Syria, Crimea, Donetsk People’s
Republic, and Luhansk People’s Republic. Also, you must have our prior
written approval to post events in Cuba or Russia because additional
licensing requirements may apply.
If we determine that an event falls into any of the categories above, it is a
“Prohibited Event.”
Prohibited Transactions: You may not process any of the following transactions,
and you represent and warrant that you will not submit for processing any of the
following:
1. Any transaction that violates or is considered “high risk” (or another
restricted category) by the Payment Scheme Rules, including any transaction
involving certain adult content or activities, illegal goods or services
(including cannabis), paraphernalia associated with any illegal goods or
service, crypto-currency purchases, raffles, sweepstakes, or gambling;
2. Any fraudulent or criminal transaction;
3. Any transaction that would be a “restricted transaction” as defined in the
Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or
4. Any transaction that is unrelated to your events on the Eventbrite
Properties. For clarity, our payment processing services may only be used
for the purchase of tickets or registrations for your events on the
Eventbrite Properties, or to sell items or solicit donations directly
related to such events.
If we determine that a transaction falls into any of the categories above, it is
a "Prohibited Transaction."
4. SUSPENSION AND TERMINATION OF ORGANIZER SERVICES; SURVIVAL OF OBLIGATIONS
4.1 SUSPENSION AND TERMINATION.
Here are reasons why we might need to limit, suspend, or terminate your access
to the Organizer Services.
We may limit, suspend, or terminate your access to the Organizer Services and/or
your ability to receive payments at any time and for any reason, including if:
1. You become ineligible for the Services or violate any provision of this
Merchant Agreement, the Terms of Service, or any other Eventbrite policy
applicable to you;
2. You fail to pay when due any Eventbrite Fees (defined below), including
instances in which your credit card is declined or you fail to provide
accurate and updated Payment Information (defined below);
3. Our Payment Processor Partners or Card Schemes refuse to facilitate payments
to you or to engage in services involving you;
4. We are served with a legal process seeking to attach or garnish any of your
funds or property in our possession;
5. We learn that you have granted a right to assignment of payments to any
party, for any reason; or
6. You are a Prohibited Merchant, have organized Prohibited Events, and/or
process or submit Prohibited Transactions.
4.2 ACCOUNT DELETION.
You can delete your account, but you’ll still be bound by your agreements with
us.
You may stop participating as an Organizer at any time by deleting your account
in accordance with the Terms of Service. If you delete your account, you are
still bound by this Merchant Agreement and any other Eventbrite policy that
applies to you, as well as any other written agreement you may have with us.
4.3 EFFECT OF TERMINATION.
Let’s make sure we each have what we’re owed.
If your account is terminated, we (through our Payment Processor Partners) will,
within a reasonable time, pay any amounts owed to you, as long as the payments
are permitted by applicable laws, regulations, and orders. We may hold funds we
owe you, pursuant to Section 9.2 “Deductions, Setoffs, and Reserves,” to make
sure that there are no Chargebacks, refunds, credits, balances owed to us, or
other deductions that should be made from the funds we owe you. We will
otherwise have no further payment obligations to you.
Upon termination of your account, our obligation to perform the Organizer
Services will immediately expire. You will still owe us all Eventbrite Fees
associated with the terminated Organizer Services, and all outstanding fees will
become immediately due and payable, even if all of the Organizer Services
associated with such fees have not yet been performed.
4.4 CONTINUED OBLIGATIONS.
Some terms will still be effective even after termination.
All provisions of this Merchant Agreement that by their nature should survive
termination of your account and/or termination of the Organizer Services will
survive (including your obligations related to refunds, payments, and
Chargebacks [defined below]).
5. PAYMENT PROCESSING
5.1 PAYMENT PROCESSOR PARTNERS.
We partner with third-party payment processors to facilitate your transactions.
As part of the Organizer Services, we provide tools to help you sell tickets,
registrations, and other items to Consumers interested in your events. To
facilitate payments for you, we partner with third-party payment processors
and/or merchant acquirers (“Payment Processor Partners”).
You and we are subject to the rules and regulations of our Payment Processor
Partners. In certain cases, you may be required to enter into separate
agreements with our partners (“Payment Processor Agreements”) to receive
payments.
Stripe, Inc. (“Stripe”) is one of our Payment Processor Partners that may
facilitate payment processing services for you. When you agree to this Merchant
Agreement or continue to operate as an Organizer on Eventbrite, you also agree
to the Stripe Connected Account Agreement and the Stripe Services Agreement. For
us to enable payment processing services through Stripe, you must provide us
with accurate and complete information about you and your business, and you
authorize us to share it, and transaction information, with Stripe.
5.2 EVENTBRITE PAYMENT PROCESSING.
This is the payment processing method that most Organizers on our platform will
use to collect proceeds for tickets or registrations they sell to Consumers.
EPP: When you use Eventbrite Payment Processing ("Eventbrite Payment Processing"
or "EPP"), we act as your limited payments agent to facilitate payment
transactions on your behalf using our Payment Processor Partners. As a limited
agent, we process the total value of tickets, registrations, and other items
purchased by Consumers for your events (“Event Proceeds”). In return, in
addition to other applicable Eventbrite Fees, you will pay us the Eventbrite
Payment Processing fee (the "Eventbrite Payment Processing Fee") for each
ticket, registration or other item sold or donation accepted, for facilitating
the transaction.
Payouts: No later than five (5) business days after the conclusion of the event,
Organizers who use EPP will receive the Event Proceeds, less Eventbrite Fees,
Taxes, and Other Deductions and Setoffs (defined below), if applicable. At that
time, our Payment Processor Partners will facilitate the payout to your
preferred payout method. We will not be liable for delayed, rejected, or missed
payouts that occur from the delay, failure, or contractual breach by you, a
Payment Processor Partner or any other third-party provider.
If you would like to receive payouts sooner (before your event concludes), see
Section 10.1 “Scheduled Payouts” for more information.
Payout Methods: EPP users can receive payouts in several ways, including: (1)
ACH to a bank account in their name, and (2) for Organizers with Event Proceeds
in USD currency only, by check made out to them to an address in the United
States or Canada. In addition, our Payment Processor Partners may allow you to
accept payments from card based payment networks, such as Visa®, MasterCard®,
American Express®, and Discover® (collectively, the "Card Schemes"), and
non-card based payment networks such as direct debit and other alternative forms
of payment (the "Alternative Payment Frameworks").
We and our Payment Processor Partners rely on the information you provide to
facilitate payment transactions on your behalf. If any account or card details
that you provide to us or our Payment Processor Partners are incorrect, you must
reimburse, indemnify, and hold us and our Payment Processor Partners harmless
for any losses or expenses incurred by us relying on the incorrect information.
If we issue you a check, you are responsible for maintaining security and
control over it, and you must notify us within 24 hours of learning that the
check was lost, stolen or fraudulently obtained. Additionally:
1. You (not we) are responsible for all losses if a check we issue to you is
lost, stolen or otherwise fraudulently or erroneously obtained.
2. We are entitled to pay any check issued to you, regardless of who presents
the check for payment and whether it is lost, stolen or otherwise
fraudulently or erroneously obtained or presented.
3. You will reimburse us for all claims, losses, costs, and damages we incur
regarding any check issued to you, including the issued check being cashed
or deposited more than once as a duplicate payment.
Transaction Limits: For risk management, security, or to meet our Payment
Processor Partners’ requirements, we may, from time to time, determine to impose
a transaction limit on the amount of any given transaction that you process
through EPP, and you authorize us to reject any transaction over that limit.
Currencies: We only provide EPP for certain currencies and for Organizers in
certain locations listed here. In addition, Event Proceeds collected in a
currency may only be paid out to you in the currency in which they are
collected. We do not provide currency conversion services.
You may be eligible for different payment options or payment methods depending
on the currency in which you collect Event Proceeds and your location as
detailed here.
Qualification: If we determine that you are not qualified to use EPP but are
otherwise qualified to use the Organizer Services, we may notify you about
switching to Facilitated Payment Processing (defined below) as an alternate
payment processing method.
5.3 FACILITATED PAYMENT PROCESSING.
This payment processing method has limited availability and may only be used by
some Organizers.
FPP: “Facilitated Payment Processing" or "FPP" consists of you directly
receiving all sales proceeds solicited through the Organizer Services using a
third-party payment service, such as PayPal®. Organizers using FPP receive the
ticket face value, Eventbrite Fees, taxes, royalties, and/or donations directly
into a third-party payment service, and are bound by the applicable terms of use
for that service. We are not responsible for the performance or nonperformance
of the third party service. FPP is only available in limited circumstances.
Invoices: When using FPP, you must pay Eventbrite Fees and other amounts owed to
Eventbrite directly to us. We will provide you with periodic invoices detailing
your Event Proceeds, Eventbrite Fees and Taxes. You are not entitled to Event
Proceeds before the conclusion of your event. Unless otherwise indicated on the
applicable invoice, all invoices for Organizer Services when using FPP are due
and payable within thirty (30) days of delivery of the invoice.
5.4 CHARGEBACKS AND REVERSALS.
You are responsible for credit card chargebacks and other transaction reversals
in connection with your events.
Credit card chargebacks and transaction reversals (collectively, “Chargebacks”)
can occur, including when a Consumer disputes a transaction with a Card Scheme
or Alternative Payment Framework. As an Organizer, you are responsible for
paying and reimbursing us promptly and fully for any Chargebacks in connection
with your Event Proceeds or other payments and for all related credit card
association, payment processing, re-presentment, penalty and other fees
(together with Chargebacks, “Chargeback Costs”) that we, our Payment Processor
Partners, or any of our other partners incur in connection with your
Chargebacks.
As your agent, we will use commercially reasonable efforts to manage and dispute
Chargebacks on your behalf. You authorize us to do so, and you will cooperate in
the Chargebacks re-presentment process.
However, we have no obligation to dispute or re-present any Chargebacks that:
1. we determine we are more likely than not to lose;
2. should be refunded in accordance with your event refund policy; or
3. should be refunded in accordance with Section 11.3 “Specified
Refunds.”
The Payment Scheme Rules (defined below) provide discretion to the Card Schemes
and Alternative Payment Frameworks in managing Chargebacks, and if we lose a
Chargeback dispute initiated on your behalf, you are still required to reimburse
us.
5.5 PAYMENT SCHEME RULES.
You must always comply with the rules of the payment networks that you use.
You must comply with the rules and regulations published by the Card Schemes and
Alternative Payment Frameworks (collectively, the “Payment Scheme Rules”).
Depending on the payment methods that you use with EPP, you may be subject to
different Payment Scheme Rules.
The Payment Scheme Rules require, among other things, that you 1) submit only
bona fide transactions, 2) limit how you use Card Scheme logos and trademarks
and 3) authorize the Card Scheme and its affiliates to use your name, address
and URL to show that you participate in the Card Scheme.
The Payment Scheme Rules are publicly available for you to review and may change
from time to time. We may also be required to update this Merchant Agreement to
reflect changes to the Payment Scheme Rules.
5.6 COMMERCIAL ENTITY AGREEMENTS.
If your card-based transactions are large enough, we may require you to enter
into an additional agreement.
You may be required to enter into an additional agreement directly with one of
our Payment Processor Partners or with the applicable Card Scheme. Typically,
this happens if your transactions exceed one hundred thousand dollars ($100,000)
with 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" to which
you must agree to continue receiving payouts. If you fail to accept that
Commercial Entity Agreement, we may suspend or terminate your account.
Except for any Commercial Entity Agreement applicable to you, and
notwithstanding the Stripe Connected Account Agreement, the Stripe Services
Agreement, or any other Payment Processor Agreement you may have entered into
with our partners or a Card Scheme, you are not a direct party to any agreement
between Eventbrite or any of its Affiliates and any Payment Processor Partner,
Card Scheme or Alternative Payment Framework, nor are you a third party
beneficiary of any such agreement.
5.7 ROLES AND RELATIONSHIPS.
When a Consumer makes payment to our payment processors, you must treat the
Consumer as if they paid you directly.
Your Obligations to Consumers: When a Consumer makes a payment (e.g., when they
purchase a ticket for an event) and that payment is then processed by one of our
Payment Processor Partners, you will treat it the same as if the Consumer paid
you directly. This means that you will sell or provide the Consumer all
advertised goods and services as if you had received the Event Proceeds directly
from the Consumer, regardless of whether you have received or ever receive the
Event Proceeds.
Our Role: We do not and will not provide you with banking, deposit taking,
stored value, insurance or any other financial services other than, if you elect
EPP, serving as a limited payments agent as described above. Although we may
show you a balance of Event Proceeds in your Eventbrite account, that balance
merely reflects the Event Proceeds collected by a third party payment service
(if using FPP) or by our Payment Processor Partners (if using EPP). This
information does not constitute a deposit or other obligation of Eventbrite or
any Payment Processor Partners to you and is provided for reporting and
informational purposes only. You are not entitled to, and have no ownership or
other rights in the balance displayed, until applicable funds are paid out to
you in accordance with this Merchant Agreement. You are not entitled to any
interest or other compensation associated with such funds pending payout,
whether processed through FPP or EPP.
We, acting as your agent, are authorized to:
1. hold, retain and pay out Event Proceeds to you using our Payment Processor
Partners;
2. transfer or upgrade a Consumer’s ticket or registration (if those transfers
are permitted by you in your event registration process);
3. issue refunds to Consumers as set forth in this Merchant Agreement, the
Stripe Agreements, and any other Payment Processor Agreement;
4. manage and dispute Chargebacks; and
5. delegate our obligations to certain of our affiliated entities and/or
partners within and outside the United States, provided that we remain
liable to fulfill our obligations under this Merchant Agreement.
We are not liable for any of your acts or omissions, and any obligation to pay
you is conditional on you complying with this Merchant Agreement, the Terms of
Service, and Consumers’ actual payment of Event Proceeds.
5.8 CONFIRMATIONS.
You will honor confirmed orders placed by Consumers through Eventbrite.
When an order is placed by a Consumer and confirmed through Eventbrite, we
generate a confirmation message and issue a unique confirmation number. You must
accept, honor and fulfill all ticketing, registration, merchandise and donation
commitments that have been confirmed through the Services. It is your
responsibility to verify a Consumer's confirmation number and/or any event
restrictions prior to the applicable event.
5.9 ESCHEATMENT.
You could lose rights to your payouts if your payment method on file is not
accurate or updated.
Payouts will automatically be made to your payment method on file. If, for some
reason, we cannot make a payout to that payment method and you fail to provide
an updated, approved payout method for a period of time as set forth in
applicable unclaimed property laws (e.g., escheatment), we will escheat the
amount, after due notice, to the applicable government authority in accordance
with applicable laws.
5.10 SPECIAL PAYMENT TERMS.
If you use our “layaway” or “pay by invoice” functionalities for your Consumers,
the following terms apply to you.
Recurring Payments (Layaway): You might be eligible to use our "Layaway" feature
to accept recurring payments from Consumers for your events. If you use Layaway,
you must display all required notices to comply with applicable laws, rules and
regulations and the Payment Scheme Rules, including with respect to consumer
cancellations and refunds. The number of Layaway installments you offer
Consumers may not exceed four (4). You will not charge any additional fee or
increased price for tickets purchased using Layaway.
Pay by Invoice: If we determine you are eligible to use our “Pay by Invoice”
feature to collect payments from Consumers for Your Eventbrite Events, any “Pay
by Invoice” transaction is exclusively between you and the applicable Consumer.
Here is how it works:
1. We collect applicable bank information from you and display it on
invoices/order confirmations that we deliver to Consumers.
2. You are responsible for collecting the payment directly from the Consumer
and marking the ticket, registration or other item as “paid” in your
Eventbrite account.
3. Once a ticket, registration or other item is marked “paid,” we will validate
the Consumer’s ticket.
4. It is your sole responsibility to provide accurate bank information, collect
all amounts due from Consumers, make any necessary refunds, and accurately
mark the status of the ticket, registration or other item as either “paid”
or “unpaid” in the Organizer Services.
5. For EPP users using “Pay by Invoice,” we will deduct Ticketing Fees from
your payout. For FPP users, we will provide you with an invoice the
following month detailing Ticketing Fees and other amounts owed to
Eventbrite.
6. MARKETING SERVICES
6.1 GENERAL.
Our Marketing Services are a great way to promote your events.
Our Marketing Services include a premium set of marketing tools for Eventbrite
users and the services that enable Organizers to easily reach and sell to their
audiences through the Eventbrite marketplace, through messaging tools, and
across social media platforms. Some of our Marketing Services are further
described below, including the Messaging Service, Social Ad Service, and
Eventbrite Ads Service.
6.2 MESSAGING SERVICE.
Our Messaging Service allows you to send marketing material via email and direct
messaging.
General: Through the use of our Marketing Services, you may be able to send
marketing material and other messages (a “Messaging Campaign”) via email, direct
messaging services provided by a Social Network (defined below), SMS, and other
potential methods (the “Messaging Service”).
Creating a Messaging Campaign: To generate a Messaging Campaign, you will need
to enter relevant information (e.g., a product, offer, target audience
identifiers) and make other selections within the Messaging Service. Once your
Messaging Campaign is delivered or scheduled via the Messaging Service, you may
not have the ability to change or modify it. We cannot guarantee that your
Messaging Campaign will be delivered to your target audience.
Messaging Service Rules: By accessing or using the Messaging Service, you agree
that:
1. You have the right and authority to send messages to the email addresses,
telephone numbers, and other contact methods on your recipient list, and
such addresses and information were gathered in accordance with applicable
law, including email, text, and/or other marketing regulations in the
recipient's country of residence;
2. Your emails, texts, and other messages do not violate any privacy policy
under which the recipient addresses or other information were gathered;
3. You will comply with all applicable local, state, provincial, national, and
other laws, rules and regulations, including those relating to unsolicited
messages and spam (via email, text or otherwise) such as the U.S. CAN-SPAM
Act, the Telephone Consumer Protection Act, the Canadian CASL, and the EU
GDPR and e-privacy directive;
4. You will only use the Messaging Service to advertise, promote, and/or manage
Your Eventbrite Events;
5. Your use of the Messaging Service and the content of your emails, texts, and
other messages comply with this Merchant Agreement;
6. You will not use false or misleading headers or deceptive subject lines in
emails sent using the Messaging Service;
7. If we send you a Consumer’s request to opt out or modify such Consumer's
email and other messaging preferences, you will respond immediately and in
accordance with instructions; and
8. You will provide an accessible and unconditional unsubscribe link in every
email and other message where one is required, and you will not send any
emails or other messages to any recipient who has unsubscribed from your
applicable mailing/messaging list.
Consumer Data for your Messaging Campaigns: Your Messaging Campaigns will only
be targeted and sent to those Consumers who have agreed and consented to receive
messages and Messaging Campaigns from you and you will not identify or attempt
to contact any audience for such Messaging Campaigns from which you have not
received such agreement and consent. You will only use personal information of
Consumers in compliance with applicable laws, and you will only interact with
those Consumers who have agreed and consented to such interaction with you.
Bounce and Complaint Rates; Unsubscribe Requests: In addition to other remedies
we have, we may limit, suspend, or terminate your access to the Messaging
Service if your use of the Messaging Service results in bounce rates, complaint
rates, or unsubscribe requests in excess of industry standards, or if your
emails, texts, or other messages cause disruption to the Services.
6.3 SOCIAL AD SERVICE.
Publish ads for your events on third-party Social Networks using our Social Ad
Service.
General: You can use the social advertising platform features of the Marketing
Services (“Social Ad Service”) to generate advertisements containing Your
Content (each a “Social Ad”), identify the target audience for your Social Ad
and potentially have the Social Ad served, on your behalf, on certain third
party social networking services such as Facebook, Instagram, Twitter, LinkedIn,
etc. (each, a ”Social Network”). For clarity, the Social Ad Service does not
include the ability to advertise on any Eventbrite platform or Site, which is a
separate service set forth below in the section titled “Eventbrite Ads.”
Creating a Social Ad: To generate a Social Ad, you will need to enter relevant
information (e.g., a product or event description, target audience identifiers)
and make other selections within the Social Ad Service. Once your Social Ad is
submitted via the Social Ad Service, you will be able to change a limited amount
of information via the Social Ad Service functionality. You will always have the
ability to pause or delete a Social Ad that you have created via the Social Ad
Service.
Submission of a Social Ad via the Marketing Services is not a guarantee that
your Social Ad will be made available on a Social Network. We do not warrant or
guarantee that any Social Ads will be accepted, will be made available, or will
remain available on a Social Network. We do not review or police your Social
Ads, nor do we make editorial or managerial decisions related to Your Content or
Social Ads. In the event that your Social Ad is rejected by a Social Network,
you may resubmit it using the automated submission process via the Social Ad
Service as many times as you wish at no additional charge.
6.4 PROMOTIONS AND PROMOTIONAL EMAILS.
You are responsible for providing rules and complying with applicable law when
organizing Promotions.
Official Rules: If you are organizing a sweepstakes, contest, skill or chance
based game, marketing campaign, promotional offering, or other promotion (a
“Promotion”) via the Marketing Services, you are solely responsible for running
the Promotion, and for any and all liabilities that arise from such Promotion.
You will do the following in connection with your Promotions:
1. Provide the contestants and participants with the official rules of the
Promotion (“Official Rules”) and adhere to such Official Rules in conducting
the Promotion; and
2. Comply with all applicable rules, regulations and laws relating to such
Promotions (including those that apply to the CAN SPAM Act and rules and
regulations governing sweepstakes, contests and other skill and chance based
games).
Disclaimer for Suggested Official Rules: Any suggested official rules you may
receive from us are provided “as is,” for illustrative purposes only.
Accordingly, if you organize a Promotion using any suggested official rules you
receive from us, you do so at your own risk, and we are not responsible for any
liability that arises from such Promotion or your use of the suggested official
rules. Ensuring that a Promotion and its Official Rules comply with all
applicable rules, regulations and laws is your responsibility and we recommend
that you have an attorney review any Official Rules before starting any
Promotion.
6.5 THIRD PARTY INTEGRATION.
You must follow the rules of any third-party platforms that you interact with
when using our Marketing Services. We are not responsible for issues arising
from your use of such platforms.
Third Party Accounts: To access certain features of the Marketing Services such
as the Social Ad Service, you may be required to create an account with
Facebook, LinkedIn, or another relevant third party platform (each, a “Third
Party Account”) and connect your Third Party Accounts with your Eventbrite
account. If you connect your Third Party Accounts with your Eventbrite account,
or if you create an Eventbrite account using a Third Party Account, we will
extract from your Third Party Accounts certain personal information such as your
name, location information, and other general information that your privacy
settings on the applicable Third Party Accounts permit us to access. Please
refer to our Privacy Policy for information on how we collect, use and disclose
information from our users.
Third Party Terms: You will ensure that each Social Ad and Messaging Campaign
complies with this Merchant Agreement, third-party platform guidelines and
terms, and all applicable laws and regulations. If we determine that a
particular Social Ad or Messaging Campaign is inappropriate or in violation of
the third-party platform guidelines or terms, then upon our request, you will
block or withdraw such Social Ad or Messaging Campaign. We may refuse to serve
any Social Ad or Messaging Campaign at any time and for any reason. You are
solely responsible for complying with the terms, guidelines, and policies of
third-party platforms in connection with the use of our Marketing Services.
Third Party Platform Pages: If you use any Facebook merchant services (including
the Buy Button feature) or other third party services in connection with the
Marketing Services or the sale of tickets for Your Eventbrite Events, you will
not post or authorize to be posted Your Eventbrite Events to any Facebook page
or other third party service page that you do not manage.
Third Party Content: In using the Marketing Services, you may elect to use
certain content provided by third parties (including, for instance, text
generated by Chat GPT-3, in which case you will be subject to Open AI’s Terms of
Use) (“Third Party Content”). We do not control, endorse or adopt any Third
Party Content and will have no responsibility for Third Party Content, including
material that may be misleading, incomplete, erroneous, offensive, indecent or
otherwise objectionable. You are responsible for reviewing and editing any Third
Party Content prior to publishing, and for complying with any separate terms and
conditions that apply to the Third Party Content and all policies of the
platforms where the Third Party Content will be published.
6.6 CONSUMER AND MARKETING DATA.
We may collect Consumer Data and Marketing Data in connection with your use of
the Marketing Services.
Consumer Data: As used in this Merchant Agreement, “Consumer Data” means the
data about Consumers (including any Consumer’s personally identifiable
information) that you input or submit to the Marketing Services directly or by
providing us with access to your Third Party Accounts.
In order to use any user targeting features of the Marketing Services, including
the Messaging Service or Social Ad Service, subject to compliance with
applicable law and terms and conditions governing use of your products and
services, you will need to provide us with access to your Consumer Data either
directly by delivering the Consumer Data to us or by giving us access to such
data through your Third Party Accounts. In order for us to retrieve your
Consumer Data from your Third Party Accounts, you will provide us with the
requisite security permissions, software interfaces to your business
applications on such Third Party Accounts, and any other information requested
by us. We are not responsible or liable for any Third Party Accounts or any
products or services (including Consumer Data) accessed from such Third Party
Accounts on your behalf.
Only you determine what Consumer Data (including any personally identifiable
information) is received and stored by us via your use of the Marketing
Services. You will comply with all laws applicable to your information
collection, use and sharing practices, including relating to your use of the
Marketing Services, and you agree to obtain any consents from Consumers as may
be required by applicable law.
Through use of our Marketing Services, Consumers may be able to access and
interact with you. You will be able to engage with Consumers privately through
the use of the Marketing Services, as well as through external media such as
email, social media, mobile devices, and any other methods if Consumers have
interacted on your page or have subscribed or followed you via Third Party
Accounts or through interacting with Your Content. We are not responsible for
and accept no liability in relation to private communication and sharing of
information between you and any Consumer, including via media external to the
Site and Marketing Services.
Marketing Data: “Marketing Data” means the statistical, analytical or other data
developed or created by or for Eventbrite, based upon the Consumer Data and
other internal and external data collected by us. Marketing Data will not
include any personally identifiable information of any Consumer. For example,
Marketing Data includes aggregated organization of Consumer Data that is
representative of a certain population, demographic representation of your and
other Organizers’ Consumers, and reports summarizing usage behavior of different
Consumer groups. We exclusively own all rights, title and interest in and to the
Marketing Data (including all intellectual property rights) and will use the
Marketing Data in any manner we see fit. You will have no rights in or to, nor
access or use of, the Marketing Data, other than as required for your use of the
Marketing Services as provided in this Merchant Agreement.
6.7 TERMINATION RIGHTS.
We reserve the right to take down your promotional materials and/or revoke your
access to the Marketing Services if we believe you have violated our terms or
policies.
In addition to other remedies and termination rights available to us, we may
terminate any Marketing Services, including any Messaging Campaign, Social Ad,
Insertion Order (defined below), Promotion, or portion thereof, if we believe
that it violates this Merchant Agreement, our Terms of Service, our Community
Guidelines, or any other applicable terms or policies, or for any other reason,
with or without notice to you.
7. EVENTBRITE ADS
7.1 DEFINITIONS.
Publish Featured Content on our Content Channels using the Eventbrite Ads
Service.
“Eventbrite Ads Service” means our incorporation, display, and publication of
Featured Content in Content Channels (defined below) (“Placement”), in the
manner specified by you when purchasing the Eventbrite Ads Service through the
Eventbrite Ads tool available on the Eventbrite Site (“Eventbrite Ads Tool”), or
as otherwise mutually agreed upon by us and you in writing. The Eventbrite Ads
Service may not be available in all markets. For clarity, the Eventbrite Ads
Service is included in the definition of Marketing Services.
“Content Channels” mean the websites, mobile applications, blogs, emails,
newsletters, social media posts, and other content channels and/or advertising
opportunities operated and/or utilized by us, including our search results pages
and the display pages of events listed on the Services.
“Featured Content” means the artwork, text, graphics and media files featuring
you or your Offering(s) (as defined below) for publication in Content Channels,
including images, messaging (including calls to action), and core campaign
colors. Featured Content includes any event listing or excerpts used for
publication in Content Channels via the Eventbrite Ads Service.
7.2 FULFILLMENT PARTNERS.
We may partner with Fulfillment Partners to deliver the Eventbrite Ads Service.
We may partner with any third-party vendor, fulfillment partner, Organizer,
venue owner, asset owner, marketing agency, or media broker (each, a
“Fulfillment Partner”) to offer the Eventbrite Ads Tool and the Eventbrite Ads
Service.
7.3 AD CONTENT GUIDELINES.
Your content must comply with our Ad Content Guidelines.
When accessing or using the Eventbrite Ads Service, you must comply with the
Eventbrite Ads Guidelines (“Ad Content Guidelines”), which are incorporated
herein by reference. We or any Fulfillment Partner may terminate any Insertion
Order or campaign if we or our Fulfillment Partner believes that it violates our
Ad Content Guidelines. If you violate any of the Ad Content Guidelines, in
addition to other available remedies, we reserve the right to terminate, limit
or suspend your access to the Eventbrite Ads Tool and the Eventbrite Ads
Service.
7.4 INSERTION ORDERS.
To get started, complete an Insertion Order.
In order to use the Eventbrite Ads Tool, you must provide us with a completed
campaign selection flow as provided within the Eventbrite Ads Tool (the
“Insertion Order”), as well as a valid credit card upon our request. In the
event of a conflict between an Insertion Order and this Merchant Agreement, this
Merchant Agreement will govern to the extent of the conflict. We do not
guarantee timely acceptance of an Insertion Order. We may decline any Insertion
Order for any reason.
7.5 FEES AND PAYMENT FOR EVENTBRITE ADS SERVICE.
Pricing for the Eventbrite Ads Service is based on multiple factors.
Eventbrite Fees for the Eventbrite Ads Service will be calculated based solely
on our measurements of performance metrics (e.g., impressions, clicks,
conversions, leads, etc.) on the Eventbrite Ads Service, which are dynamically
priced and administered by us based on factors such as your event category,
location, timing, and the most relevant audience. We may make certain
performance metrics available for review within the Eventbrite Ads Tool. We
intend, but do not guarantee, to fulfill your maximum budget as specified in the
Insertion Order. The Eventbrite Fees for each Insertion Order will be billed
regularly in arrears based on allocation of the campaign budget and charged to
your credit card. If we are unable to charge your credit card in the amount of
Eventbrite Fees owed for the Eventbrite Ads Service, you agree to pay such
Eventbrite Fees immediately.
7.6 FEATURED CONTENT.
Here are some things to keep in mind when delivering Featured Content for
Placement.
Delivery: You will deliver to us any materials and other deliverables required
by us to publish the Featured Content and to fulfill any Offerings. For
Placements of Featured Content on the Site, we will endeavor to preview the
Placement to you. Featured Content must comply with our Ad Content Guidelines
and all applicable laws, rules, regulations, and industry codes, and you are
solely responsible for ensuring that Featured Content is in compliance. In the
event that you fail to provide such materials or approve any Featured Content as
required under this “Featured Content” section, we may modify the date of the
Featured Content’s Placement or terminate the Eventbrite Ads Service for such
Featured Content, and we will not be liable to you or any third party for any
delay or failure in the performance of the Eventbrite Ads Service.
Approval Rights: We reserve the right to reject any content you submit for
Featured Content, and we and our Fulfillment Partners have final approval rights
over all Featured Content. The Featured Content will be distinguished in the
Content Channels as paid, sponsored, advertised or promoted content, and we
retain full discretion over the content surrounding the Featured Content.
Placement: We retain full discretion over the specifications for each Placement.
Absent a written agreement otherwise, Featured Content may be displayed in
proximate distance to substantially similar or competing content advertised by
any third party(ies), and we do not guarantee your exclusivity as an advertiser
in any category. The Eventbrite Ads Service is provided on a nonexclusive basis,
and nothing in this Merchant Agreement or any Insertion Order will limit our or
any Fulfillment Partner’s right to sell or offer available Content Channel
inventory itself, or provide other third parties the right to sell or offer
available Content Channel inventory.
Representations: You represent, warrant and agree that:
1. You own, or have obtained, all rights, title, and licenses (including any
third party permissions and consents) necessary to provide the Featured
Content to us, and to enable us to perform the Eventbrite Ads Service
without the requirement of paying any additional fees, royalties, or
compensation to any third party;
2. Your Featured Content, and your use of the Eventbrite Ads Service, does and
will comply with all applicable laws, regulations, industry codes, and
rules, including all advertising laws, disclosure requirements, and
disclaimer requirements;
3. Your Featured Content, and your use of the Eventbrite Ads Service, does not
violate the rights of any individual or entity;
4. Your Featured Content does and will comply with this Merchant Agreement and
our Ad Content Guidelines;
5. You, in good faith, intend for the event advertised within the Featured
Content to take place as stated in such Featured Content, and you will
notify us immediately if you know, or have reason to believe, that the
foregoing representation and warranty may no longer be accurate; and
6. You are solely responsible for the offerings, brands, goods, events or
services (individually and collectively, “Offerings”) that you are
advertising using our Eventbrite Ads Service.
7.7 OWNERSHIP.
You retain ownership in the content you provide for the Featured Content.
As between you and us:
1. You own and retain all right, title and interest in and to the content you
provide to us for the Featured Content (“Advertiser Featured Content”), and
all intellectual property rights therein; and
2. We own and retain all right, title and interest in and to:
1. Any content we provide to the Featured Content excluding any of your
intellectual property rights in and to the Advertiser Featured Content; and
2. The Content Channels, and all intellectual property rights therein.
7.8 LICENSE TO FEATURED CONTENT.
You grant us a license to your content in order to perform the Eventbrite Ads
Service.
You hereby grant to us a royalty-free, worldwide, non-exclusive license to use,
perform, distribute, display, transmit, modify, and reproduce the Advertiser
Featured Content as reasonably required to enable us to perform the Eventbrite
Ads Service.
8. SUBSCRIPTIONS AND FLEX PLANS
8.1 PACKAGES.
We offer our Organizer Services through Subscriptions and Flex Plans, sometimes
referred to as our “Packages.”
We may offer certain Organizer Services through various packages and plans,
including through Subscriptions and Flex Plans, each as defined below
(individually and collectively, “Packages”). We may modify, replace, or
discontinue any Packages, in whole or in part, at any time. We will notify you
of any such changes to the extent required by law. If you or Your Eventbrite
Events exceed the restrictions or limitations set forth in your Package, we may
require you to upgrade your Package and/or pay additional Eventbrite Fees. All
invoices issued to you in connection with the Organizer Services, including for
any Flex Plans or Subscriptions, are due and payable upon delivery of the
invoice unless otherwise indicated on the invoice. Our failure to timely issue
an invoice will not relieve you of any payment obligations.
8.2 SUBSCRIPTIONS.
You may simplify your budget and planning by utilizing our Subscription
Services.
You may be required to purchase an annual or monthly subscription
(“Subscription,” sometimes referred to as a “Pro Plan”) in order to access
certain features of the Organizer Services (the “Subscription Services”). If you
elect to purchase an annual or monthly Subscription, you will be charged an
annual or monthly Subscription fee (“Subscription Fee”) at the beginning of your
Subscription and each year or month thereafter, respectively, in advance of the
applicable billing period and at the then-current rate. Subscription Fees are
available on our Site.
If you elect to purchase an annual Subscription, we (or our Payment Processor
Partners) will automatically charge you on the anniversary of the commencement
of your Subscription using the Payment Information (as defined below) you have
provided. If you elect to purchase a monthly Subscription, we (or our Payment
Processor Partners) will automatically charge you each month, on the calendar
day corresponding to the commencement of your Subscription, using the Payment
Information you have provided. In the event your Subscription began on a day not
contained in a given month, your payment method will be charged on a different
day in the applicable month or such other day as we deem appropriate. For
example, if you started your Subscription on January 31st, your next payment
date is likely to be February 28th, and your payment method would be billed on
that date. We reserve the right to elect to deduct Subscription Fees from your
Event Proceeds. In such instances, you will still be required to pay any
additional charges that we bill to you in connection with your Subscription(s).
Your Subscription has recurring payment features and you are responsible for all
recurring payment obligations prior to cancellation of your Subscription by you
or us. We may also periodically authorize your payment method in anticipation of
applicable fees or related charges. Your Subscription continues until canceled
by you or we terminate your access to or use of the Organizer Services or the
Subscription in accordance with this Merchant Agreement or the Terms of Service.
We may offer a paid Subscription or other Organizer Services on a free trial
basis (“Free Trial”) for a specified period of time. If we offer you a Free
Trial, the specific terms of your Free Trial will be provided at signup and/or
in the promotional materials describing the Free Trial and your use of the Free
Trial is subject to your compliance with such specific terms. Free Trials may
not be combined with any other offer. Except as may otherwise be provided in the
specific terms for the Free Trial offer, Free Trials are only available to users
who have not previously accessed the Subscription or other Organizer Services
for which the Free Trial is being offered. When you agree to a Free Trial for a
Subscription, you are also agreeing to sign up for a paid Subscription as
described above and, consequently, unless you cancel your Subscription prior to
the end of your Free Trial, we (or our Payment Processor Partners) will begin
charging your payment method on a recurring basis for the Subscription Fee
(where applicable, including taxes and any other applicable charges) until you
cancel your Subscription. Instructions for canceling your Subscription are below
in the “Canceling Subscriptions” section. We reserve the right to modify or
terminate Free Trials at any time, without notice and in our sole discretion.
1. Canceling Subscriptions. Here’s how to cancel a Subscription if it’s not the
right fit.
You may be required to purchase an annual or monthly subscription
(“Subscription,” sometimes referred to as a “Pro Plan”) in order to access
certain features of the Organizer Services (the “Subscription Services”). If
You may cancel your Subscription at any time. Please note, however, that all
sales are final. You will not receive a refund of any portion of the
Subscription Fee paid for the then current Subscription period at the time
of cancellation unless otherwise required by law. To cancel, you can either
(i) initiate a cancellation through your Eventbrite account settings, or
(ii) contact our support team through our Help Center and follow
instructions, if any, we provide to you in response to your cancellation
request. You will be responsible for all Subscription Fees (where
applicable, including taxes and any other applicable charges) incurred for
the then-current Subscription period. To avoid being charged for a
Subscription renewal, you must cancel your Subscription at least one day
prior to the Subscription renewal date. If you cancel, we will allow you to
access the Subscription Services until the end of the latest Subscription
period for which you have fully paid, and then will terminate your access to
the Subscription Services. Canceling your Subscription won’t cancel your
Eventbrite account. See the Terms of Service for information on deleting
your Eventbrite account.
8.3 FLEX PLANS.
Our Flex Plans offer you the flexibility to pay for our Organizer Services on a
usage or per-event basis.
We may offer certain Organizer Services without a Subscription on a usage basis
and/or per-event basis (“Flex Plans”). Pricing for Flex Plans is available on
our Site and subject to change, and will vary depending on the specific Flex
Plan you choose.
We may allow Eventbrite Fees for Flex Plans to be paid from your Event Proceeds,
in which case they will be deducted along with other Eventbrite Fees prior to
paying out your Event Proceeds. In such instances, if your Event Proceeds are
insufficient to cover all of the Eventbrite Fees for Flex Plans, the remaining
balance will become immediately due and payable, and the charge will remain on
your Eventbrite account until paid.
We may also charge you at the time of your purchase of the Flex Plans, or we may
invoice you after your purchase.
8.4 PAYMENT INFORMATION.
Don’t forget to keep your Payment Information up-to-date.
When you purchase Organizer Services, we may ask you to supply relevant
information including your credit card number, the expiration date of your
credit card and your billing address (such information, “Payment Information”).
You represent and warrant that you have the legal right to use all payment
method(s) represented by any such Payment Information. You authorize us to
provide your Payment Information to third parties so we can complete your
transaction and to charge your payment method for the transaction you have
initiated. You may need to provide additional information to verify your
identity before completing your transaction (such information is included within
the definition of Payment Information). You are solely responsible for providing
complete and accurate Payment Information and keeping it up-to-date at all
times.
9. FEES, DEDUCTIONS, AND RESERVES
9.1 FEES.
Here’s an overview of the fees we charge.
Eventbrite Fees: You must pay us all applicable fees for the Organizer Services
(the “Eventbrite Fees”), which include the following:
1. “Ticketing Fees” are the transactional service fees and payment processing
fees (including the Eventbrite Payment Processing Fee, if applicable) we
charge for the Ticketing Services. While Ticketing Fees may be passed down
to your Consumers, you are ultimately and solely responsible for the payment
of all Ticketing Fees related to Your Eventbrite Events. While we determine
the Ticketing Fees, you are solely responsible for setting prices for
tickets, registrations, and other items for Your Eventbrite Events. Unless
we agree otherwise, you must not prefer that Consumers use one form or
method of payment over another, and you must not charge Consumers additional
fees or other amounts in connection with one payment method where you do not
charge Consumers those fees or other amounts for all payment methods.
2. “Organizer Fees” are the fees we charge in connection with your use of our
Packages, including Subscription Fees and Flex Plans fees. Organizer Fees
cover the listing and publishing of Your Eventbrite Events on our platform,
and your access to certain Marketing Services (not including Ad Spend,
defined below). For clarity, Ticketing Fees are not included within
Organizer Fees.
3. “Ad Spend” refers to the budget allocated for your ad campaigns when using
the Social Ad Service or Eventbrite Ads Service. You are solely responsible
for all Ad Spend, and Ad Spend is billed separately and not included in the
Organizer Fees.
4. We may also charge or invoice you for any Marketing and Operational Services
that are not included in the Organizer Fees.
Current Ticketing Fees can be found in our Help Center on our Pricing page, with
additional explanation on our Processing Payments for Your Ticket Sales page and
our Eventbrite Fees page.
Consumer Fees: We may charge various fees to Consumers, separately from
Eventbrite Fees, that are not passed on to you, related to ticket, registration,
and other item sales, processing, handling, and/or access to various Eventbrite
content and services (“Consumer Fees”). In the event we charge Consumer Fees, we
determine how to set and assess Consumer Fees and the refund policy applicable
to Consumer Fees. We are not required to disclose Consumer Fees to you, and we
may change Consumer Fees at any time.
Research Fees: We may also charge you, at standard and reasonable rates, for (i)
research costs and/or legal fees that we incur in order to respond to any third
party or government subpoena, levy or garnishment on your account; and (ii)
research and activities that are necessary for us to verify and execute any
change of payee (collectively, “Research Fees”).
Delays and Omissions: We strive to inform you in a timely manner of amounts due,
but our failure to do so will not relieve you of your payment obligations If we
fail to send a timely invoice, you are still responsible for your payment
obligations. If we omit in a statement or invoice a payment that you owe to us
or any third party, it will not constitute a waiver of the right to that
payment. You will still owe that payment and we may include it in a subsequent
statement or invoice.
Taxes: For clarity, you are also ultimately and solely responsible for any
applicable Taxes (described in Section 12 “Taxes”). Taxes vary by jurisdiction
and currency and may change from time to time with respect to transactions that
occur following the change.
9.2 DEDUCTIONS, SETOFFS, AND RESERVES.
We have the right to reserve and/or offset payout amounts in certain situations.
Deductions and Setoffs: Without limiting Section 9.1 above, we will deduct from
the Event Proceeds Ticketing Fees and any other Eventbrite Fees that we may
allow to be deducted from your Event Proceeds, and all applicable Taxes.
Additionally, we may deduct all other deductions authorized under this Merchant
Agreement and we may set off for any outstanding debts, fees, or other amounts
that you or any of your Affiliates owe to us under this Merchant Agreement or
any other agreement between or among you and/or any of your Affiliates and us
and/or any of our Affiliates (“Affiliated Agreement”), including Chargeback
Costs, refunds, returns, discounts, credits, Research Fees, reserves, and
customer complaints costs ("Other Deductions and Setoffs”). We are not liable to
you for any claims resulting from our decision to make Other Deductions and
Setoffs. You will only be entitled to payments of the Event Proceeds after these
deductions have been made.
For clarity, we may exercise our setoff rights against payouts related or
unrelated to the amount owed. If the exercise of our setoff right does not fully
cover the amount of funds that you or any of your Affiliates owe to us under
this Merchant Agreement or any Affiliated Agreement, then that amount of funds
will be deemed due and owing to us until you have fully satisfied the amount
and, in this case, we may collect the amount pursuant to Section 16
“Non-Exclusive Remedies and Collections."
We may also deduct from your Event Proceeds as required by law, including
Section 9-406 of the Uniform Commercial Code and garnishment orders. In
addition, we may block, reject, freeze, or turn over to law enforcement agencies
any portion of payments involving the Eventbrite Properties that are made to
you, owed by you, or otherwise involve you as permitted and/or required by
applicable laws and regulations.
Reserves: We reserve the right to retain all or a certain percentage of Event
Proceeds and any other fees for Services that we provide to you or any of your
Affiliates (with such percentage being determined by us) to fund a reserve:
1. At any time we determine is necessary based upon the level (or expected
level) of refunds, disputed charges, Chargebacks, customer complaints,
allegations of fraud, or changes in your credit profile or the relevant
event(s)' risk profile(s); and
2. As otherwise necessary to secure the performance of your or any of your
Affiliates’ obligations under this Merchant Agreement or any Affiliated
Agreement, or to protect us against illegal, fraudulent, or improper
activity.
Our right to hold a reserve will continue following the completion of your
applicable event(s) and until either:
1. You and your Affiliates have discharged all obligations under this Merchant
Agreement and any Affiliated Agreement and the applicable periods for
refunds, disputed charges, Chargebacks, and complaints have passed; or
2. You and your Affiliates have otherwise provided us with adequate security
(as determined by us) for your and your Affiliates’ obligations under this
Merchant Agreement and any other Affiliated Agreement, whether matured or
unmatured, contingent or non-contingent, or liquidated or unliquidated.
We may use any amounts that we hold in reserve to set-off amounts that you or
your Affiliates owe us, as detailed above under “Deductions and Setoffs.”
10. PAYOUTS BEFORE YOUR EVENT
10.1 SCHEDULED PAYOUTS.
If we pay you before your event occurs, we can recover those amounts when
needed.
Authorization of Scheduled Payouts: You do not earn Event Proceeds for a given
event until that event has concluded. We may authorize an advance of a portion
of Event Proceeds to you using EPP (“Scheduled Payouts,” also referred to in
certain contexts as “Early Settlements of Sales” or “Advanced Payouts [APO]”).
Scheduled Payouts are not available if you use FPP. Except for Scheduled
Payouts, we will not pay you any Event Proceeds for a given event before the
event is successfully completed.
Scheduled Payout Terms: Any Scheduled Payouts are merely advances of amounts
that you may earn at a later date. If we agree to advance you Scheduled Payouts,
we may apply a maximum aggregate cap on Scheduled Payouts and withhold a certain
amount of Event Proceeds to fund a reserve. We may at any time (i) terminate or
suspend your right to receive Scheduled Payouts; and/or (ii) alter the terms
(i.e., frequency, reserve rate, and maximum aggregate cap) of the Scheduled
Payouts. We reserve the right to implement the cap in US Dollars, with:
1. the applicable exchange rate for setting the cap being the rate provided on
oanda.com at 9:00 am PT on the date on which we agree to make Scheduled
Payouts to you, and
2. the applicable exchange rate for calculating Event Proceeds against the cap
being the rate provided on floatrates.com at 5:00 am PT on the date of
payout.
We may select reasonable substitutes for oanda.com and floatrates.com.
Recovery of Scheduled Payouts by Eventbrite: We may demand back any portion of
Scheduled Payouts, for any reason, prior to the conclusion of your event and
settlement of all risk of refunds and Chargebacks. Upon receipt of notice of a
demand for repayment of any portion of a Scheduled Payout, you must promptly
comply with the demand. We have the right to have our Payment Processor Partners
withhold funds per Section 9.2 “Deductions, Setoffs, and Reserves” and Section
16 “Non-Exclusive Remedies and Collections.” You also accept your obligations
under Section 5.4 “Chargebacks and Reversals” and Section 11 “Refunds,”
including your obligations to reimburse us for refunds and Chargeback Costs.
10.2 INSTANT PAYOUTS.
In some instances, we may be able to offer same-day payouts.
Subject to availability, we may be able to offer you the ability to receive
Event Proceeds via accelerated settlement into a bank account linked to your
Eventbrite account ("Instant Payouts"). For eligible users of Instant Payouts,
we and our Payment Processor Partners will attempt to pay out certain Event
Proceeds on the same day of receiving the payout request. Instant Payouts are
subject to all of the terms and conditions applicable to Scheduled Payouts,
including those set forth above in Section 10.1.
We determine eligibility for Instant Payouts in our sole discretion and may
revoke access to Instant Payouts at any time with or without notice to you.
Instant Payouts are subject to additional Eventbrite Fees, which will be
disclosed prior to completing your transaction. We are not responsible for any
delay, error, or failure in making an Instant Payout that is due to (i) your
bank, our Payment Processor Partners, or any other third-party service
providers, (ii) your failure to provide accurate and complete information, or
(iii) circumstances which require us to complete an additional review of your
Eventbrite account prior to issuing the Instant Payout (for example, if there
are unpaid charges on your account, or Your Eventbrite Events are at risk of
refunds, Chargebacks, or customer complaints). For certain recipient banks, some
Instant Payouts may take longer to be credited to the relevant bank account.
10.3 CANCELATIONS; NONPERFORMANCE.
You are not entitled to payments in connection with canceled events.
We and our Payment Processor Partners are not required to make payments to you
for any event that has been, or we believe is at risk of being, a Canceled Event
(as defined in Section 11.3 “Specified Refunds”). If we choose to issue full or
partial payment to you for a Canceled Event, you will be fully responsible for
refund requests and Chargeback Costs.
11. REFUNDS
11.1 HANDLING REFUNDS, DISPUTES, AND FAKE TICKETS.
It is your obligation to handle refunds and settle refund disputes. We are not
responsible for fake tickets.
All sales are ultimately made by you, and the Consumers are your customers. You
are responsible for the funding and processing of refunds. Regardless of what
payment method is selected, all disputes regarding refunds are between you and
your Consumers. In the event of a dispute, we may try to mediate, but ultimately
it is your obligation to settle the dispute. For EPP transactions, we still have
the right to make Specified Refunds (defined in the Organizer Refund Policy
Requirements) on your behalf and at your expense.
Further, you are the only one responsible for making sure that your events are
ticketed correctly, and that only valid tickets are accepted. We are not
responsible for any fake or invalid tickets, or any costs associated with your
decision to accept or reject tickets.
11.2 REFUND POLICY.
You must have a refund policy that complies with our Organizer Refund Policy
Requirements.
You must set a refund policy and communicate it to Consumers for each event. You
must make sure that your refund policy complies with the Organizer Refund Policy
Requirements, which are incorporated into this Merchant Agreement. You must
apply your refund policy in compliance with those Requirements and this Merchant
Agreement.
11.3 SPECIFIED REFUNDS.
Even if you have a “no refunds” policy, sometimes we have to make an exception.
Even if you post a “no refunds” policy, you are required to make refunds in
accordance with our Organizer Refund Policy Requirements. As a limited payments
agent, we are permitted to make Specified Refunds on your behalf. We may use
funds in your account, from related or unrelated events or otherwise, to make
Specified Refunds.
11.4 REIMBURSEMENT BY YOU.
You owe us for the refunds we make to your Consumers.
You must promptly and fully reimburse us upon demand for refunds, including
Specified Refunds, that we make to your Consumers, except to the extent that the
necessity for such refunds is caused by our negligence or willful misconduct. If
you received Scheduled Payouts for an event that is subject to Specified
Refunds, you must promptly refund to a payment address designated by us all of
the advanced payments so that we can issue refunds.
Chargebacks will result in losses to us in excess of the amount of the
underlying transaction. By refunding transactions in advance of a Chargeback, we
are mitigating Chargeback losses and/or our damages from your breach of this
Merchant Agreement, and you are still obligated to reimburse us for these
refunds.
If you do not remit funds to us that are sufficient to cover Specified Refunds,
then the amount of such funds shortfall will become due and owing from you to us
until you have satisfied the amount in full and such amounts are also subject to
the provisions of Section 9.2 “Deductions, Setoffs, and Reserves” and Section 16
“Non-Exclusive Remedies and Collections.” As a reminder, Eventbrite has offset
rights that we can apply to payouts for related and unrelated events to recover
the amounts you owe.
11.5 EVENTBRITE FEES.
Eventbrite Fees are typically nonrefundable.
Eventbrite Fees: Except to the extent otherwise required by law, Eventbrite Fees
for our Organizer Services, including Flex Plans, Subscriptions and the
Eventbrite Ads Service, are non-refundable, regardless of the cancellation,
postponement, or performance of Your Eventbrite Events, and regardless of
whether we remove or reject any of your Messaging Campaigns, Social Ads,
Featured Content, Promotions, Your Eventbrite Events, or otherwise limit,
suspend, or terminate your access to the Organizer Services in accordance with
this Merchant Agreement and/or the Terms of Service. Our policies about refunds
of Eventbrite Fees may evolve over time.
Ticketing Fees: We have the right to decline to refund Ticketing Fees. If we
decline to refund Ticketing Fees to your Consumer(s), we may give you the option
to cover that part of the refund yourself. In certain cases, we may refund all
or a portion of Ticketing Fees as part of a refund transaction. In that case, we
have the right to require you to reimburse us for the refunded Ticketing Fees.
Subscriptions and Flex Plans: You will not be refunded in connection with a
downgrade or other change to your Package unless otherwise required by law.
Citizens of the European Union and United Kingdom may be entitled to a refund
for certain Subscription Services or Flex Plans during the 14 days after
initially receiving access to such Subscription Services or Flex Plans. This
14-day period includes any Free Trial period. For example, if you signed up for
a Free Trial of 14 days or more, no refund would be available under this Section
because the 14-day period begins on the first day of your Free Trial.
If we determine that you are eligible for a refund for certain Subscription
Services or Flex Plans, we may require you to unpublish Your Eventbrite Events
for which you used our Organizer Services and refund those Consumers before you
receive a refund from us. Any refunds from us may be reduced pro-rata to reflect
your use of the Organizer Services prior to the refund.
11.6 PROCESS FOR REFUNDS.
Refunds must follow the process below.
Refunds Are Your Responsibility: Even though features of our Services may
enable you to process refunds through the Eventbrite Properties, you have sole
responsibility for all refunds to Consumers associated with your event.
Initiating Refunds: Refunds for both EPP and FPP transactions must be initiated
through Eventbrite. Refunds for EPP transactions must be processed through
Eventbrite.
Primary Refund Sources: You will issue refunds to Consumers either by using
backup funding sources within the Eventbrite Properties (including adding funds
to the event balance or using your credit card) or remitting funds due for
refunds back to us so that we can process refunds on your behalf.
Alternative Refund Sources: If we are unable to process a refund on your behalf
for any reason (for example, the Consumer’s payment card account cannot accept
the refund), we will not process the refund through the Eventbrite Properties
and you will have sole responsibility for meeting your refund obligations under
this Merchant Agreement and your refund policy. In such cases, you may refund
through cash or check or through a method described below under “Credits and
Alternative Accommodations.”
Payment Processing Deadlines for Refunds; Manual Refunds: For EPP transactions,
you refund Consumers directly through the Services within certain windows
permitted by our Payment Processor Partners. If the refund is outside such
windows, then it will need to be processed manually by us or by you. We may
determine to not process any refunds that are manual, in which case you must
process them directly.
Our Deadlines for Refunds: We reserve the right to set a time period for
receiving refund requests for specified reasons. After that time period, we can
decline to process refund requests through the Eventbrite Properties. We may
allow you to refuse refunds for a Canceled Event or other specified reason when
the refund requests are received after that period; however, you are still
responsible for all Chargeback Costs and refund disputes.
No Offline Refunds: Unless otherwise instructed by us, no refunds will be made
outside of the Eventbrite platform (e.g. offline).
No Misuse of Refunds: EPP refund transactions may only be used for bona fide
event refunds, and not for other activity such as money transfers, including
cash advance transactions.
Refunds Processed by Eventbrite: If you choose to remit funds back to us so
that we can process refunds on your behalf, to the extent we are able to do so,
you must remit funds to us that are sufficient to cover refunds due to Consumers
within 5 days of the event cancelation, event nonperformance, or the other
reason for the Specified Refunds.
Notification to Consumers: You must notify Consumers through the Eventbrite
Emails to Attendees tool of the event cancellation or nonperformance as soon as
reasonably possible and prior to the event start time.
Consumer Contact: You will be the main point of contact for Consumers with
refund requests, and you will instruct the Consumers to not contact us with
refund requests. Unless you have a No Refunds policy, you will allow Consumers
to request a refund through the Eventbrite platform in accordance with the
policy you select. If you cannot enable refund requests through the Eventbrite
platform because you have a No Refunds policy, then in the event that
circumstances necessitate providing refunds (e.g. Specified Refunds), you will
provide clear instructions and accurate contact information to Consumers so that
Consumers can make refund requests. Per Eventbrite's Organizer Refund
Requirements, you will respond to all refund requests within a maximum of 5
business days.
Multi-Day Events: you perform only part of a multi-day event, then you must
refund a pro-rata portion of the purchase price of each multi-day ticket based
on the portion of the multi-day event that was canceled or not performed. For
example, if you sell a 3-day ticket to a festival for $150, and cancel 1 day of
the festival, you must provide a $50 refund to Consumers for the canceled day.
Credits and Alternative Accommodations: If you are offering Consumers a credit
or other accommodation to “make good” on your obligations instead of a purchase
price refund and/or in the event of an inability to complete a purchase price
refund, then (A) such credit or other accommodation must be of equal or greater
value to the value of the ticket for the event, and (B) such value and all terms
applicable to such credit or other accommodation (including the period in which
such credit or other accommodation must be used, if such limitations are
permitted by applicable law) must be clearly communicated to the Consumers. You
are solely responsible for issuing any credit or other accommodation. You are
solely responsible for compliance with all applicable local, state, provincial,
national and other laws, rules and regulations. You will be fully liable for the
Chargeback Costs even if a credit, accommodation, or "other make good" refund is
given and/or even if it is provided because a purchase price refund could not be
completed. If you fail for any reason to honor a credit or other accommodation,
including by failing to hold the related event(s), we may exercise all rights
under this Merchant Agreement, including the right to issue refunds to impacted
Consumer(s) (to the extent we are able to do so) and to collect such sums
directly from you.
Credits when Using EPP: This subsection applies to credits offered to Consumers
who purchased through EPP transactions. Any funds associated with a credit that
is usable only for your future events will be processed by us in the same manner
as a refund from your account. We will process the credit on your behalf as part
of the final settlement of the event when the credit is used, as described in
the terms for EPP. A credit is “used” once the Consumer either attends the
relevant concluded event or fails to attend the relevant concluded event.
However, if you have established a redemption period and the credit is not used
during the redemption period, the credit will be applied to your account and
settled with your next scheduled payout, as long as you offered a substitute
event that was ticketed and completed during the established period.
12. TAXES
In most cases, you are responsible for collecting and remitting all taxes to the
appropriate governmental authorities. We have the ability to request information
and withhold taxes from you in certain instances.
12.1 YOUR TAX RESPONSIBILITY.
You are solely responsible for determining which, if any, sales, use, amusement,
value added, goods and services, consumption, excise and other taxes, duties,
levies and charges (collectively, “Taxes”) apply to your use of the Organizer
Services and to sales you make using the Organizer Services. It is your sole
responsibility to, and you will, collect, remit and report the correct amounts
of all such Taxes to the applicable governmental authorities (“Tax
Authorities”).
We do not represent, warrant or guarantee that any tax tools or tax calculators
(“Tax Tools”) that we provide 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 and we are under no obligation to provide
such Tax Tools to you. 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. You release us from any and all liability with
respect to your use of the Tax Tools. None of the Tax Tools should be considered
legal or tax advice.
If you do collect Taxes and use Eventbrite Payment Processing, then subject to
Sections 12.2, 12.3, and 12.4, we will pay such amounts to you at the same time
as the applicable Event Proceeds. You are responsible for remitting all such
Taxes to the appropriate Tax Authorities including, where applicable, the
reporting thereof. 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. We cannot give you legal or tax advice, so please be sure
to check with your own legal and/or tax advisor about any applicable Taxes. If a
Tax Authority requires us to pay any Taxes attributable to your use of the
Organizer Services or to sales that you make using the Organizer Services, you
must promptly and fully reimburse us for such Taxes upon demand, plus all
associated costs, penalties, interest and expenses.
12.2 REQUEST FOR INFORMATION.
Despite what is stated in Section 12.1, we may, in certain jurisdictions, be
required to collect and remit Taxes relating to your sales of tickets,
registrations, or other items that are made using the Organizer Services. To
determine whether we must collect any Taxes on your behalf, we may request
certain information when you create an event using the Organizer Services. Such
information may relate to your tax exempt status, the nature of your event
and/or other similar information. If we request such information, you represent
and warrant that the information you provide is true and correct. We 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 Eventbrite Properties.
If a Tax Authority requires us to pay any Taxes attributable to your event as a
result of the information you provided us being incorrect, you must promptly and
fully reimburse us for such Taxes upon demand and all associated costs,
penalties, interest and expenses.
12.3 COLLECTION BY EVENTBRITE.
Despite what is stated in Section 12.1, we may, in certain jurisdictions, be
required to collect and remit Taxes on your sales of tickets, registrations, and
other items through our platform. Eventbrite Fees and/or Eventbrite Payment
Processing Fees to the Tax Authorities. In such jurisdictions, we will collect
from you Taxes on Eventbrite Fees, and you must pay such Taxes. We may, at our
sole election, invoice you for Taxes on Eventbrite Fees or withhold (from
amounts we would otherwise pay to you) the amount of Taxes on Eventbrite Fees.
With the exception of Taxes on Eventbrite Fees that we collect from you pursuant
to this paragraph and Taxes collected and remitted pursuant to Section 12.2, 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
including, where applicable, the reporting thereof. A list of the jurisdictions
in which we collect Taxes on Eventbrite Fees is available here.
12.4 OBLIGATION TO PAY TAXES.
We are required to collect Taxes from you on the Eventbrite Fees for paid
tickets, registrations, and other items sold on or through the Site if you
reside in a jurisdiction in which we collect Taxes on Eventbrite Fees where a
Tax Identification Number (“Tax ID”) has not been provided to us by you as the
customer; and we are required to remit and report any such Taxes collected to
the Tax Authorities.
Where you provide us with your Tax ID, we will not collect Taxes on the
Eventbrite Fees where this complies with local requirements in the jurisdiction
in which you reside. It is your sole responsibility to make sure that the Tax ID
you provide to us (if any) is accurate, complete and properly formatted. Please
be aware that falsification or misrepresentation of information to evade payment
of Taxes may result in fines and/or criminal prosecution. You must promptly and
fully reimburse us for all out-of-pocket costs and expenses arising out of your
falsification or misrepresentation of a Tax ID on the Site.
However, in the European Union and the United Kingdom, in respect of certain
products (e.g., our Pro Plan) where alternative reasonable evidence of you being
in business is available, Taxes will not be charged in the absence of a valid
Tax ID.
In the interest of clarity, in certain jurisdictions, we do not collect and
remit Taxes on the Eventbrite Payment Processing Fee or on the price of the
tickets, registrations, and other items you sell on or through the Site. To
learn more about our process for collecting and remitting taxes, see our Help
Center article.
12.5 IRS REPORTING.
In addition, under United States federal tax law, if we process transactions
above a specified threshold during a given calendar year and in the aggregate
across all of your accounts, we might be required to report to the IRS:
1. The gross amount of the total reportable payment card/third party network
transactions for the calendar year. Gross amount means the total dollar
amount of total reportable payment transactions for each participating payee
without regard to any adjustments for credits, cash equivalents, discount
amounts, fees, refunded amounts, or any other amounts. The dollar amount of
each transaction is determined on the date of the transaction;
2. Your name;
3. Your address; and
4. Your tax identification number (collectively, "Your Tax Information").
In such instances, we are required to either (a) collect Your Tax Information
when you reach the specified threshold; or (b) establish that you are a foreign
person not subject to Form 1099-K information reporting. If applicable, upon
request you will provide us with an IRS Form W-8 establishing your foreign
status. You will not receive any further payments from us until either (a) or
(b) above are satisfied. To learn more about these tax reporting rules and why
we are required to do this, see our 1099-K FAQ.
12.6 PROVIDING PAYEE COPIES ELECTRONICALLY.
If we are required to report the gross amount of the total reportable payment
card/third party network transactions paid to you for the calendar year to the
IRS on a Form 1099-K, Payment Card and Third Party Network Transactions, we are
also required to furnish a copy of that Form 1099-K to you. By agreeing to these
terms, you consent to receiving that Form 1099-K electronically, rather than on
paper, and you acknowledge and consent to the following terms:
1. Your consent will be effective immediately and will be effective unless and
until you withdraw that consent as described below.
2. We will provide you with notice via email when your Form 1099-K is available
in your Eventbrite account.
3. You may obtain a paper copy of your Form 1099-K by contacting us via the
Eventbrite Help Center. A request to obtain a paper copy of your Form 1099-K
will not be treated as a withdrawal of your consent to receive electronic
forms in the future.
4. You will be able to access your Form 1099-K for up to 3 years in your
account platform after it has been made electronically available to you. To
retrieve your electronic Form 1099-K you will need access to:
1. An internet connection;
2. A current version of your web browser. Google Chrome or Firefox are
recommended for the best experience. Internet Explorer versions 11 and
earlier are no longer supported;
3. A current version of a program that accurately reads and displays PDF files
(such as Adobe Acrobat Reader);
4. A printer if you wish to print out and retain records on paper;
5. Electronic storage if you wish to retain records in electronic form; and
6. A computer with an operating system that can support all of the above.
1. You may withdraw your consent by contacting us via the Eventbrite Help
Center. Your withdrawal of consent will be effective 60 days after it was
received. We will confirm your withdrawal with you and the date on which it
takes effect via email. A withdrawal of consent does not apply to a Form
1099-K that was furnished electronically before the date on which the
withdrawal takes effect.
12.7 RIGHT TO WITHHOLD.
We reserve the right to withhold the payment of any amounts that we owe to you
and pay such amounts as required by applicable local, state, provincial,
national or other law, rule, regulation, judgment or order, in each case as
determined by us, or to seek later payment from you of any amounts of Taxes
uncollected and unremitted that are related to your events.
13. WARRANTY DISCLAIMERS
13.1
THE ORGANIZER SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE
EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY
WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO
WARRANTY THAT THE ORGANIZER SERVICES OR THE RESULTS OF THE ORGANIZER SERVICES
WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR
ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE USEFULNESS OR THE CAPABILITY OF
THE ORGANIZER SERVICES TO MARKET AND PROMOTE YOU OR ANY OTHER PERSON OR YOUR
EVENTBRITE EVENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY,
TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE HAVE NO
RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIM ALL LIABILITY ARISING FROM, THE
ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT WE REQUIRE TO PROVIDE THE ORGANIZER
SERVICES OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE ORGANIZER SERVICES.
13.2
UNLESS OTHERWISE EXPRESSLY STATED IN THE EVENTBRITE ADS TOOL, THE EVENTBRITE ADS
SERVICE DOES NOT INCLUDE ANY GUARANTEED NUMBER OF AD IMPRESSIONS, CLICKS, SALES,
LEADS GENERATED, OR LEADS CLOSED. WE DO NOT GUARANTEE THAT THE NUMBER OF AD
IMPRESSIONS, CLICKS OR CONVERSIONS WILL EQUAL OR APPROXIMATE THE NUMBER OF
INDIVIDUALS WHO PURCHASE TICKETS OR ATTEND THE EVENT.
13.3
Some jurisdictions do not allow the exclusion of certain warranties or
conditions on, or the limitation of liability for, loss or damage caused by
willful acts, negligence, breach of contract or breach of implied terms, or
incidental or consequential damages. Only those liability and other limitations
which are lawful in your jurisdiction (if any) will apply to you, and our
liability is limited to the maximum extent permitted by law.
14. INDEMNIFICATION AND LIMITATION OF LIABILITY
14.1 INDEMNIFICATION.
In addition to any other indemnification obligations you may have (including
those in the Terms of Service), you agree to defend, indemnify, and hold
harmless the Eventbrite Released Parties from any and all damage (whether
direct, indirect, incidental, consequential or otherwise), loss, liability, cost
and expense (including reasonable attorneys' and accounting fees) resulting from
any Claim relating to or arising out of:
1. Your breach of this Merchant Agreement or unauthorized use of the Organizer
Services;
2. Your unlawful use of the Organizer Services, including but not limited to
your failure to comply with laws relating to unsolicited messages and spam,
via email, text or otherwise;
3. Your Featured Content or the display of your Featured Content in the Content
Channels;
4. The Offerings which are the subject of Featured Content (including any
warranty, liability, misrepresentation or false advertising);
5. An Offering being materially not as described;
6. Personal injury, property damage, or other damages or losses which are based
upon or arise out of your Offerings;
7. Your Promotion(s);
8. Your use of any Third Party Content; and/or
9. Your or our access or use of any Consumer Data from any of your Third Party
Accounts.
14.2 LIMITATION OF LIABILITY.
EVENTBRITE’S TOTAL LIABILITY UNDER THIS MERCHANT AGREEMENT FROM ALL CAUSES OF
ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT
EXCEED THE EVENTBRITE FEES (NET OF ANY EVENTBRITE PAYMENT PROCESSING FEES AND
ANY AMOUNTS PAID TO ANY FULFILLMENT PARTNER) PAID TO EVENTBRITE BY YOU FOR THE
ORGANIZER SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE
CIRCUMSTANCES GIVING RISE TO THE LIABILITY. IN NO EVENT WILL EVENTBRITE, OR ANY
FULFILLMENT PARTNER, BE LIABLE UNDER THIS MERCHANT AGREEMENT FOR ANY SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE,
DATA, BUSINESS, OR PROFITS) RELATED TO THIS MERCHANT AGREEMENT OR THE USE OR
QUALITY OF THE ORGANIZER SERVICES, OR FOR THE COST OF PROCURING SUBSTITUTE
SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND
WHETHER OR NOT EVENTBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED
REMEDY SPECIFIED IN THIS MERCHANT AGREEMENT IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.
15. REPRESENTATIONS AND WARRANTIES
15.1 AUTHORITY.
You promise that you have the authority to agree to these terms.
In addition to the representations and warranties throughout this Merchant
Agreement, you represent and warrant to us, on behalf of yourself and the entity
you represent (if applicable), that:
1. the entity you represent is properly organized and in good standing under
applicable laws;
2. you have all the power and authority necessary to enter into this Merchant
Agreement and to fulfill your obligations;
3. entering into and performing under this Merchant Agreement will not cause
you to breach any laws, rules, court orders, or other agreements that you
must follow; and
4. you have the full authority and legal power to bind the entity you represent
to this Merchant Agreement.
16. NON-EXCLUSIVE REMEDIES AND COLLECTIONS
16.1 NON-EXCLUSIVE REMEDIES.
We charge interest on overdue amounts and may withhold your payouts and/or
invoice you for such amounts.
Interest on Overdue Amounts: Overdue amounts that you owe under this Merchant
Agreement or any Affiliated Agreement will bear interest calculated from the due
date until paid in full, at a rate equal to the lesser of:
1. one percent (1%) per month, compounded monthly; or
2. the maximum amount permitted by applicable law.
Setoffs and Invoices: If you owe us any amounts under this Merchant Agreement or
any Affiliated Agreement, we may, to the extent allowed by applicable law:
1. Withhold and/or set-off any amounts that we would otherwise pay to you (as
described in Section 9.2 “Deductions, Setoffs, and Reserves”); and/or
2. Send an invoice to you for overdue amounts, to the extent that the amount we
could withhold is insufficient to cover the amounts you owe us, in which
case you will pay the invoice within thirty (30) days after the date of the
invoice.
Non-Exclusive: Our rights and remedies in this Merchant Agreement are
non-exclusive (that is, our remedies are cumulative and any can be exercised by
us in addition to, and do not prevent us from exercising, any other rights or
remedies available to us now or in the future under law, this Merchant
Agreement, any Affiliated Agreements, other agreements, or otherwise). Our
failure or delay in enforcing or exercising any right, remedy or provision of
this Merchant Agreement will not be considered a waiver of those rights.
16.2 COLLECTIONS; COSTS OF RECOVERY.
You will reimburse us for the costs of collecting overdue amounts from you.
We have the right to pursue collection of any late and unpaid amounts due to us
if such amounts are not paid within thirty (30) days after the date of the
invoice. We have the right to send you collection notices; sending such a notice
will not be a requirement for taking legal or other action to collect overdue
sums. In addition, you must promptly reimburse us upon demand for all
out-of-pocket costs (including reasonable attorneys' fees and costs) incurred by
us in collecting overdue amounts or any other amounts that you owe under this
Merchant Agreement or any Affiliated Agreement. If we must seek recovery of past
due amounts and associated fees and costs, we have the right to pursue unpaid
amounts through judicial proceedings, and such actions will not be arbitrated
regardless of any arbitration provisions in the Terms of Service.
17. MISCELLANEOUS
17.1 INTERPRETATION.
The headings and subheadings throughout this Merchant Agreement, including the
bolded, boxed text following each, are for convenience only and will not
restrict or affect any provisions, and are not legal guidance. When we say
Eventbrite “may,” has the right, is permitted, is authorized, or is allowed to
do something in this Merchant Agreement, it means we may, but are not obligated
to, exercise the applicable rights or options or take the applicable action, as
we determine in our sole discretion. Any determinations, decisions, or beliefs
by us under this Merchant Agreement may be made by us in our sole discretion. As
used in this Merchant Agreement, “including” means “including, but not limited
to.” When this Merchant Agreement says that you “will” take an action, this
means that you are agreeing to take the action and that you must take that
action. Your obligations, duties, warranties, representations, releases, and
waivers throughout this Merchant Agreement are also the obligations, duties,
warranties, representations, releases, and waivers of your Affiliates. Any
remedies available to us under this Merchant Agreement may also be applied by us
against your Affiliates.
17.2 ENTIRE AGREEMENT.
Except as otherwise set forth herein, this Merchant Agreement, along with the
Terms of Service and Privacy Policy, constitute the entire and exclusive
understanding and agreement between us and you regarding the Organizer Services
and supersede and replace any and all prior oral or written proposals,
discussions, communications, understandings or agreements between us and you
regarding the subject matter of this Merchant Agreement, other than any written
agreement for Organizer Services between you and an authorized officer of
Eventbrite.
17.3 FORCE MAJEURE.
We will not be liable for any delay or failure to perform resulting from causes
outside our reasonable control, including, but not limited to, acts of God, war,
terrorism, riots, embargos, acts of civil or military authorities, fire, floods,
epidemics, accidents, strikes or shortages of transportation facilities, fuel,
energy, labor or materials.
17.4 NO ASSIGNMENT OR TRANSFER.
You may not use, export, import, or transfer the Organizer Services, including
the purchase of any products or service on the Organizer Services, except as
authorized by U.S. law, the laws of the jurisdiction in which you used the
Organizer Services or purchased any products or services on the Organizer
Services, and any other applicable laws. You may not assign or transfer this
Merchant Agreement, by operation of law or otherwise, without our prior written
consent. Any attempt by you to assign or transfer this Merchant Agreement,
without such consent, will be null and void. Subject to the foregoing, this
Merchant Agreement will bind and inure to the benefit of the parties, their
successors and permitted assigns.
17.5 NO RELATIONSHIP CREATED.
No independent contractor, agency, partnership, joint venture or other such
relationship is created by this Merchant Agreement.
17.6 TRANSLATION.
We may translate this Merchant Agreement into other languages for your
convenience. If there is a conflict between the English version and a translated
version, the English version will control.
17.7 APPLICABLE LAW AND JURISDICTION.
For clarity, the Applicable Law and Jurisdiction terms set forth in Section 21
of the Terms of Service apply to this Merchant Agreement.
17.8 ADDITIONAL MISCELLANEOUS PROVISIONS.
For clarity, the Additional Miscellaneous Provisions set forth in Section 24 of
the Terms of Service apply to this Merchant Agreement.
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