Merchant Agreement

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the EventPady Terms of Service by reference. Nothing in this Merchant Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Service. Please read this Merchant Agreement carefully: it contains important information about payment and refund terms and requirements, event prohibitions, rights you provide to us, and other rights, representations and liabilities. Further, any terms herein are governed by the dispute resolution terms (and subject to all other terms of the Terms of Service, including the arbitration provisions set forth in the Terms of Service. We recommend that you read those Terms, as they may affect your rights.

 

1. Who We Are.

1.1 EventPady.

Eventpady is an online event management tool that allows event managers create event pages online, share their event pages, create ticket registration and collect payments for ticket purchase. From ticket purchase to after-event reviews from participants, we got you. Eventpady also allows you to find events online. We belive in connecting people and we make sure you never miss out on any events around you. From concerts to hangouts, meetups to conferences, love fest to book launch, we keep you in the mood.

1.2 The Services.

EventPady’s products, features and offerings are available (a) online through various EventPady properties including without limitation, EventPady, EventPady Communities, (“Site(s)”); (b) off platform, including without limitation,  entry management, sponsorship and marketing or distribution services; and (c) through mobile applications, webpages, application programming interfaces, and subdomains (“Applications”). (a), (b), and (c) are collectively referred to as “EventPady Properties” or our “Services”. EventPady is a Product of Alphabase Headway with its principal place of business at 58/59 Lagos Street, Port Harcourt, Nigeria (“EventPady,” “us,” “we” or “our”). When this Merchant Agreement mentions “EventPady,” “we,” “us,” or “our,” it refers to EventPady and its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. An “Affiliate” of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to this Merchant Agreement or thereafter. For purposes of this Agreement, “control” means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity. Affiliates of EventPady include without limitation, Alphabase Headway.

1.3 Organizers and Consumers.

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

 

2. Our Merchant Agreement.

2.1 Purpose.

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

 

3. Additional Registration Information.

3.1 Additional Information.

As part of the creation of a paid event or at any time following such creation, you may be required by EventPady to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers license number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

3.2 Disclosure Authorization.

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

3.3 Failure to Provide.

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

 

4. Payment Methods; Payment Process.

4.1 Overview.

(a) Payment Methods.

There are two types of payment processing options Organizers may elect to use to collect sales proceeds for tickets or registration they sell to Consumers: (i) “Facilitated Payment Processing” or “FPP,” which consists of Organizers directly receiving all sales proceeds (for the avoidance of doubt, including, without limitation, ticket face value, EventPady Service Fees, EventPady Payment Processing Fees, taxes, and royalties) from ticket, registration and merchandise (or other item) sales and donations solicited via the Services (collectively, “Event Registration Fees”) using third party payment services, such as Pay on venue; and (ii) “EventPady Payment Processing,” “EPP,” or the “EPP Service,” in which EventPady acts as Organizer’s limited payments agent for the purpose of processing Event Registration Fees using its Payment Processing Partners (as defined below).

(b) EventPady’s Role.

For the avoidance of doubt, EventPady does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers who elect EPP, serving as a limited payments agent as set forth below. To provide the EPP Service, EventPady utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Organizers and EventPady are subject to the rules and regulations of such Payment Processing Partners. Additionally, in certain instances, for you to participate in the EPP Service, you must have entered into a separate agreement with our Payment Processing Partner (the “Payment Processor Agreement”). For convenience, EventPady shows you a balance of proceeds for your events in your EventPady account, however, that balance merely reflects the amount of Event Registration Fees collected by a third party payment service (FPP) or by our Payment Processing Partners (EPP), and in the case of EPP, represents only a general unsecured claim against EventPady and not a store of value or a deposit/current account.

(c) Confirmations.

Upon an order being placed by a Consumer and confirmed through EventPady, EventPady generates a confirmation message and issues a unique confirmation number for such Consumer’s order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by EventPady through the Services. Organizer agrees it is Organizer’s responsibility to verify a Consumer’s confirmation number and/or any event restrictions prior to the applicable event.

(d) Fees.

Regardless of the payment processing option elected, Organizer agrees to pay EventPady all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “EventPady Service Fee”). To the extent Organizer uses EPP, Organizer also agrees to pay EventPady the additional EventPady Payment Processing fee (the “EventPady Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services.  The current fees can be found here, with additional explanation in our Help Center. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organizer may from time to time request additional Services from EventPady, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which EventPady may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The EventPady Service Fee, the EventPady Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” In addition to such Fees, EventPady may also charge you, at EventPady’s standard rates, for research, including, but not limited to, (i) research required to respond to any third party or government subpoena, levy or garnishment on your account, and (2) research and activities necessary to verify and execute any payee change, whether pursuant to the Uniform Commercial Code (as discussed further below) or court order.

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

4.2 Payment Processing.

EventPady would use Paystack for its payment processing and all payments are subjected to the service

4.4 Refunds.

(a) Refund Policy and Process.

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Organizer Refund Policy Requirements and to administer such policy in accordance with its terms. The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for EPP transactions must be processed through EventPady, unless otherwise agreed by EventPady. For EPP transactions, Organizer can issue refunds to Consumers directly through the Services within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by EventPady. EventPady may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an event are subject to the following refund requirements:

(i) In the event of a full or partial event cancellation, Organizer agrees to issue refunds to Consumers either by using backup funding sources within the EventPady platform (e.g. additional security sources), or by remitting funds due for refunds back to EventPady so that refunds can be processed by EventPady on the Organizer’s behalf.

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

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

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

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

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

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

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

(ix) If the Organizer is offering Consumers an “other make good” refund in lieu of purchase price refund, then such offer must be of equal or greater value to the value of the ticket for the cancelled event and such value must be clearly communicated to the Consumers. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an “other make good” refund is given.

(b) Refund Disputes.

Regardless of what payment method is selected, all disputes regarding refunds are between Organizer and its Consumers. In the event of a dispute, EventPady may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to EPP transactions, EventPady will have the right to make refunds on Organizer’s behalf as set forth in subsection (c) below.

(c) Mandatory Refunds.

Notwithstanding the foregoing, Organizer authorizes EventPady to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) the event description presented to an Consumer at time of purchase is significantly different from the actual event; (iii) Attendees are unable to attend the event due to failure of the Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns; (iv) EventPady believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy or EventPady’s Organizer Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation or the Payment Scheme Rules; (v) EventPady believes in its discretion that the refund request, if not granted, will lead to a chargeback that EventPady is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and EventPady believes in its discretion that a refund would be reasonable under the circumstances; (vii) EventPady believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) EventPady believes in its discretion that the order is a duplicate. Organizer also authorizes EventPady to make refunds of any and all orders (including those for unrelated events) if (A) EventPady believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) EventPady believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) EventPady believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) EventPady believes in its discretion that Organizer is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited Events or that failing to make the refunds would otherwise expose EventPady to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse EventPady and its affiliates upon demand for refunds that EventPady makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by EventPady’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to EventPady in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback EventPady is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement. If you do not remit funds to EventPady that are sufficient to cover mandatory refunds as described by this Section 4.4(c) for an event cancellation or nonperformance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

4.5 Non-Exclusive Remedies; Taxes.

(a) Non-Exclusive Remedies.

If Organizer fails to pay to EventPady or any of its Affiliates any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) or any other applicable agreement for Services provided by EventPady or any of its Affiliates when due and following a late payment notice being delivered by EventPady, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Organizer or any of its Affiliates to EventPady or any of its Affiliates under the Terms of Service (including without limitation this Merchant Agreement) or any or other applicable agreement for Services provided by EventPady or any of its Affiliates, EventPady or its Affiliates may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to Organizer or any of Organizer’s Affiliates, whether for a particular event or for any other event that Organizer or any of Organizer’s Affiliates lists through the Services or other applicable agreement for Services provided by EventPady or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer’s Affiliates to EventPady or any of its Affiliates; and/or (B) send an invoice to Organizer or any of its Affiliates for such amounts to the extent Organizer’s or any of its Affiliate’s outstanding balance is insufficient to cover these costs, in which case Organizer or any of its Affiliates will pay EventPady or any of its Affiliates such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to EventPady or any of its Affiliates hereunder is not made by Organizer or any of its Affiliates when due and after receiving a late payment notice from EventPady or any of its Affiliates, EventPady or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organizer’s or any of Organizer’s Affiliate’s registration for any Services provided by EventPady or any of its Affiliates (including any and all accounts that Organizer or any of Organizer’s Affiliates may have). In addition, any such unpaid amounts due and owing to EventPady or any of its Affiliates are subject to collections in accordance with Section 4.5(b).

(b) Collections; Costs of Recovery.

EventPady reserves the right to pursue any late and unpaid amounts due and owing to EventPady or any of its Affiliates for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, Organizer agrees to promptly and fully reimburse EventPady or any of its Affiliates upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by EventPady or any of its Affiliates in collecting past due amounts or any other amounts due and owing from Organizer or any of its Affiliates under this Merchant Agreement, the Terms of Service or any or other applicable agreement for Services provided by EventPady or any of its Affiliates. Organizer and any of its Affiliates agree that if EventPady or any of its Affiliates must seek collections for past due amounts and Organizer or any of its Affiliates does not respond or pay in full after receiving a collection notice, EventPady or any of its Affiliates reserves the right to pursue outstanding balances through judicial proceedings, and such actions are expressly excluded from any arbitration provisions set forth in the Terms of Service.

Use or any or other applicable agreement for Services provided by EventPady or any of its Affiliates.

(c) Taxes.

(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and to sales you make using the Services. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). EventPady does not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) provided to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors, and you hereby release EventPady from any and all liability with respect to your use of the Tax Tools. None of such Tax Tools should be considered legal or tax advice. If you do collect Taxes and use EventPady Payment Processing, EventPady will pay such amounts to you at the same time as the underlying Event Registration Fees. You are responsible for remitting all such Taxes to the appropriate Tax Authorities. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. EventPady cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a Tax Authority requires EventPady to pay any Taxes attributable to your use of the Services or to sales you make using the Services, you agree to promptly and fully reimburse EventPady for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

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

4.6 Commercial Entities.

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

4.7 Escheatment.

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

 

5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.

5.1 Prohibited Merchants.

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

(a) you are not using our service for any form of fraud or illegal activities that may harm the life and properties of the users.

If you fall into any of the categories set forth above, as determined by EventPady in its discretion, you are a “Prohibited Merchant.”

5.2 Prohibited Events.

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

(a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;

(b) would be prohibited under the Payment Scheme Rules;

(c) take place in Restricted Locations; and

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

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

5.3 Prohibited Transactions.

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

(a) any transaction that would violate or is considered “high risk” (or another restricted category) by the Payment Scheme Rules, including any transaction regarding adult-related content or activities, illegal goods or services including cannabis, or the paraphernalia associated with any illegal goods or service, purchase of crypto-currency, raffles, sweepstakes, or gambling;

(b) any transaction that is fraudulent or criminal in nature;

(c) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events.

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

5.4 Remedies.

In the event that EventPady discovers that you are a Prohibited Merchant, that you have posted a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, then EventPady may take any or all of the following actions in its discretion in addition to any and all remedies that EventPady may have under the law or elsewhere in the Terms of Service:

(a) suspend or terminate your EventPady account;

(b) alter, edit, or remove any Prohibited Event or any portion thereof;

(c) block, reverse or refund any or all of your transactions;

(d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and

(e) refer you, your events and/or your transactions and information relating to the same (without further notice to you) to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.

 

6. Representations And Warranties.

In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your events are ticketed correctly, and that only valid tickets are honored. You understand and agree that EventPady is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honored, including any tickets procured through, or representing, fraud or deceptive practices.

 

7. Termination.

In addition to our right to terminate your use of the Services under the Terms of Service, EventPady may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for events (a) if you are in violation or breach of any provision of this Merchant Agreement; (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the EPP Service or your right to accept payments via the EPP Service in their sole discretion; (c) if EventPady is served with legal process seeking to attach or garnish any of your funds or property in EventPady’s possession.