This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the VIPTICKETSJA 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.
- Who We Are.
- Welcome to VIPTICKETSJA! We are a ticketing and registration platform dedicated to Contactless Event Access. Through our platform, mobile apps and services, we enable people to create, discover, share, register and purchase tickets for events.
- The Services.VIPTICKETSJA products, features and offerings are available (a) online through VIPTICKETSJA.com (“Site(s)”); (b) off platform, including without limitation, RFID, 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 “VIPTICKETSJA Properties” or our “Services”. World Class Athletics Limited t/a VIPTICKETSJA is a company incorporated under the laws of Jamaica with registered offices at 2 Lady Kay Drive, Kingston 8, Saint Andrew Jamaica (“VIPTICKETSJA,” “us,” “we” or “our”). When this Merchant Agreement mentions “VIPTICKETSJA,” “we,” “us,” or “our,” it refers to World Class Athletics Limited 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.
- 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”.
- Our Merchant Agreement.
- 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 World Class Athletics Limited, 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.
- Additional Registration Information.
- Additional Information.You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the “Registration Data”). You also agree to update this Registration Data if it changes. As part of the creation of a paid event or at any time following such creation, you may be required by VIPTICKETSJA 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, registered business names, description of products, website address, bank account or other payment account information, Tax Registration Numbers, date of birth, passport or driver’s 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.
- Disclosure Authorization.Organizer agrees that VIPTICKETSJA is permitted to share Registration Data, 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 VIPTICKETSJA to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.
- Failure to Provide.We reserve the right to suspend your VIPTICKETSJA 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.
- Payment Methods; Payment Process.
- (a) Payment Methods.The only payment method which is permitted for sales proceeds for tickets or registration they sell to Consumers is “VIPTICKETSJA Payment Processing,” or “VPP” or “VPP Service” which VIPTICKETSJA acts as Organizer’s limited electronic payments agent for the purpose of processing Event Registration Fees using its Payment Processing Partners (as defined below).
- (b) VIPTICKETSJA Role.VIPTICKETSJA 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 VIPTICKETSJA are subject to the rules and regulations of such Payment Processing Partners. Additionally, in certain instances, for you to participate in the VPP Service, you must have entered into a separate agreement with our Payment Processing Partner.
- (c) Confirmations.Upon an order being placed by a Consumer and confirmed through VIPTICKETSJA, VIPTICKETSJA 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 VIPTICKETSJA 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.Organizer agrees to pay VIPTICKETSJA all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “VIPTICKETSJA Service Fee”).The Organizer also agrees to pay VIPTICKETSJA the additional VIPTICKETSJA Payment Processing fee (the “VIPTICKETSJA Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The VIPTICKETSJA Service Fee and the VIPTICKETSJA Payment Processing Fee vary by country and processing currency. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organizer may from time to time request additional Services from VIPTICKETSJA, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which VIPTICKETSJA 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 VIPTICKETSJA Service Fee, the VIPTICKETSJA Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” In addition to such Fees, VIPTICKETSJA may also charge you, at VIPTICKETSJA’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 applicable law (as discussed further below) or court order. VIPTICKETSJA may charge various fees to Consumers that are not passed on to Organizers, related to ticket sales, processing, handling, and access to various VIPTICKETSJA content and services. We have sole discretion to set and assess such fees.
4.2 VIPTICKETSJA Payment Processing.
- (a) Payment Process.When payment processing occurs directly through our Payment Processing Partners, you understand and agree that within five (5) business days after the successful completion of an event, VIPTICKETSJA will on your behalf cause our Payment Processing Partners to pass along to you all Event Registration Fees related to such event that have been processed by our Payment Processing Partners, subject to (i) deduction of all applicable Fees then due; (ii) our right of setoff against any debts or other amounts owed to us or any of our Affiliates by you or any of your Affiliates under this Merchant Agreement, the Terms of Service or other applicable agreement for Services provided by VIPTICKETSJA or any of its Affiliates; (iii) any other deductions authorized pursuant to this Merchant Agreement; and (iv) any reserves established as set forth below. Such payouts will be made only to the payout information designated by the Organizer on the Services under “Payments & Payouts.” Payouts are made by RTGS or ACH. In addition, VPP may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, (collectively, the “Card Schemes”). In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time. You agree that, regardless of the delivery option used by VIPTICKETSJA to make a payout to you, you will not request or use any information related to that payout method (including, but not limited to, any cheque or cheque information) for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement. You understand and agree that you are responsible for maintaining the security of and control over any cheque issued to you under the Terms of Service, including this Merchant Agreement. If a cheque we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that you are responsible for any and all losses arising from the loss, theft, or misuse of the cheque. You agree that we are entitled to pay any cheque issued to you under the Terms of Service, including this Merchant Agreement, regardless of who presents the cheque for payment and regardless of whether the cheque was lost, stolen, or otherwise fraudulently or erroneously obtained or presented. To the maximum extent permitted by applicable law, and in addition to other limitations of liability set forth in the Terms of Service, including this Merchant Agreement, you agree that we will not be liable for any cheque we provide to you, or any loss arising therefrom, that is lost, stolen, fraudulently, or erroneously obtained, endorsed, cashed, or deposited. You agree to reimburse us for all claims, losses, costs, and damages we incur regarding any cheque issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the cheque is cashed or deposited more than once, resulting in duplicate payments. For RTGS/ACH transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Additional Registration Data, is inaccurate, you agree that we are still entitled to make payment to that account number, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us. You understand that we may also debit your Event Registration Fees if VIPTICKETSJA is served with legal process seeking to attach or garnish any of your funds or property in VIPTICKETSJA’s possession.
(c) Appointment as Agent.
The Organizer hereby appoints VIPTICKETSJA as Organizer’s limited payment agent for the purpose of facilitating the receipt of payments made by Consumers for such events through our Payment Processing Partners, and the disbursement of those payments to Organizer. Organizer agrees that a payment made by a Consumer that is processed by VIPTICKETSJA will be considered the same as a payment made by a Consumer directly to Organizer and Organizer will sell or provide all advertised goods and services to the Consumer as if Organizer had directly received the Event Registration Fees from such Consumer, regardless of whether the Event Registration Fees have yet to be or are ever received from VIPTICKETSJA. Organizer agrees that VIPTICKETSJA, in its role as limited payments agent, is authorized to (i) enable Consumers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organizer during the event registration process); (ii) hold, disburse and retain proceeds on Organizer’s behalf pursuant to this Merchant Agreement, or otherwise instruct our Payment Processing Partners to do so; (iii) issue refunds to Consumers as set forth below; and (iv) manage credit card chargebacks as set forth below. In accepting appointment as the limited agent of Organizer, VIPTICKETSJA assumes no liability for any acts or omissions of Organizer and Organizer understands that VIPTICKETSJA’s obligation to pay Organizer is subject to and conditional upon Consumers’ actual payment of Event Registration Fees. Organizer further authorizes VIPTICKETSJA to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside Jamaica, provided, that VIPTICKETSJA will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.
- (d) Cancellations; Non-performance. No payments will be made to Organizer with respect to any event that is cancelled or with respect to which VIPTICKETSJA believes there is a risk of cancellation or non-performance, unless VIPTICKETSJA receives adequate security (as determined by VIPTICKETSJA in its discretion) for Organizer’s obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event will be settled to Organizer until that event is successfully completed. If payments have already been settled to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by VIPTICKETSJA all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made as below. You are responsible for complying with the requirements of Section 4. and the requirements of the Organizer Refund Policy Requirements which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds due to VIPTICKETSJA that are sufficient to cover refunds due to Consumers for an event cancellation or non-performance, including, but not limited to, any mandatory refunds under Section 4.3 below, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under these Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.3 of this Agreement.
- (e) Chargebacks; Reversals. Any credit card chargebacks or other transaction reversals initiated against VIPTICKETSJA or its affiliates for any reason (except to the extent they are caused solely by VIPTICKETSJA’s negligence or willful misconduct) with respect to an Organizer’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by VIPTICKETSJA or its affiliates in connection with such chargebacks will ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse VIPTICKETSJA for such amounts on demand. As part of VIPTICKETSJA’s activity as limited payments agent, VIPTICKETSJA will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes VIPTICKETSJA to do so and agrees to use reasonable efforts to cooperate with VIPTICKETSJA in such re-presentment. However, VIPTICKETSJA will have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organizer’s refund policy or the provisions of Section 4.3 below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that VIPTICKETSJA’s loss of any chargeback that has been re-presented by VIPTICKETSJA will not in any way limit Organizer’s obligation to reimburse VIPTICKETSJA and its affiliates under this paragraph.
- (f) Currencies. Any losses incurred due to exchange rate fluctuation will be fully borne by the Organizer. VIPTICKETSJA only provides the VIPTICKETSJA Payment Processing Service for certain currencies. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. VIPTICKETSJA does not provide currency conversion services. Finally different payment options or payment methods may be available to you depending on the currency in which you collect Event Registration Fees, and your location.
- (g) Payment Scheme Rules. The Card Schemes require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the “Payment Scheme Rules”). We may be required to change this Merchant Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in VPP, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks.
(a) Refund Policy and Process.
The Organizer agrees to communicate a refund policy to Consumers with respect to each event posted on the Services. All refunds for VPP transactions must be processed through VIPTICKETSJA, unless otherwise agreed by VIPTICKETSJA. For VPP transactions, the 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 VIPTICKETSJA. VIPTICKETSJA may determine in its sole discretion to not process any refunds that are manual, in which case they will be processed directly by the Organizer. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or non-performance of an event are subject to the following refund requirements:
- 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 VIPTICKETSJA platform (e.g. additional security sources) or remitting funds due for refunds back to VIPTICKETSJA so that refunds can be processed by VIPTICKETSJA on the Organizer’s behalf.
- The Organiser understands that if the event is fully cancelled, the Organiser agrees that such funds collected prior to the event from the Consumers shall be refunded to the Consumers less any service fees which may be applicable without same being remitted to the Organiser.
- The Organiser understands and agrees that if for any reason and in the sole discretion of VIPTICKETSJA, funds are sent to the Organiser prior to an event which is subsequently cancelled, the Organizer must remit funds to VIPTICKETSJA that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.
- If Organizer elects to remit funds back to VIPTICKETSJA so that VIPTICKETSJA can process refunds on Organizer’s behalf, Organizer must remit funds to VIPTICKETSJA that are sufficient to cover refunds due to Consumers, plus any additional fees, within 5 days of the cancellation of the event.
- Organizer agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.
- Organizer will be the main point of contact for Consumers with refund requests, and Organizer will instruct the Consumers not to contact VIPTICKETSJA with refund requests.
- 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 VIPTICKETSJA platform and respond to any Consumer refund requests received.
- Organizer acknowledges that VIPTICKETSJA reserves the right to charge the Organizer for the cost of any charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.3 and 4.4 of this Agreement.
- 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.
- If the Organizer is offering Consumers a credit or other accommodation through which Organizer will “make good” on its obligations to Consumers in lieu of a purchase price refund, then (i) such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and (ii) such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law (as to which Organizer bears sole responsibility for compliance)) must be clearly communicated to the Consumers. The issuance of any credit or other accommodation is solely the Organizer’s responsibility and the Organizer is responsible for compliance with all applicable local, state, provincial, national and other laws, rules and regulations. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if a credit, accommodation, or an “other make good” refund is given. Further, in the event that Organizer fails for any reason to honor a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was used, VIPTICKETSJA shall be entitled to exercise all rights under this Merchant Agreement, including but not limited to the right (but not the obligation) to issue refunds to impacted Consumer(s) and to collect such sums directly from Organizer.
- 4.4 Non-Exclusive Remedies; Taxes.
- (a) Non-Exclusive Remedies. If Organizer fails to pay to VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates when due and following a late payment notice being delivered by VIPTICKETSJA, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) two percent (2%) 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 VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates, VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer’s Affiliates to VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates, VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates are subject to collections in accordance with Section 4.4.
(b) Collections; Costs of Recovery.
VIPTICKETSJA reserves the right to pursue any late and unpaid amounts due and owing to VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates. Organizer and any of its Affiliates agree that if VIPTICKETSJA 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, VIPTICKETSJA 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 VIPTICKETSJA or any of its Affiliates.
- 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”). VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA Payment Processing, VIPTICKETSJA 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. VIPTICKETSJA 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 VIPTICKETSJA 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 VIPTICKETSJA for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
- Notwithstanding the preceding paragraph, VIPTICKETSJA 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, VIPTICKETSJA 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. VIPTICKETSJA 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 VIPTICKETSJA to pay any Taxes attributable to your Event as a result of the information you provided VIPTICKETSJA being incorrect, you agree to promptly and fully reimburse VIPTICKETSJA for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
- Notwithstanding paragraph (i) in this section, VIPTICKETSJA may, in certain jurisdictions, be required to collect and remit Taxes on VIPTICKETSJA Service Fees and VIPTICKETSJA Payment Processing Fees (“VIP Tickets Fees”) to the Tax Authorities. In such jurisdictions, VIPTICKETSJA will collect from you Taxes on VIPTICKETSJA Fees, and you agree to pay such Taxes. VIPTICKETSJA may, at its sole election, invoice you for Taxes on VIPTICKETSJA Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on VIPTICKETSJA Fees. With the exception of Taxes on VIPTICKETSJA Fees that VIPTICKETSJA collects from you pursuant to this paragraph and Taxes collected and remitted pursuant to paragraph (ii) in this section, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services.
- (c) Taxes.
4.5 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 (US$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 VPP. If you fail to accept that “Commercial Entity Agreement,” we may suspend or terminate your account.
5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.
- 5.1 Prohibited Merchants. By registering for the Services and accepting this Merchant Agreement, you represent and warrant that:
- (a) you are not located in, and you are not a national or resident of, any country to which Jamaica has sanctioned in accordance with the Counter-Financing of Terrorism Act or attendant regulations (“Restricted Countries”); or
- (b) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended. If you fall into any of the categories set forth above, as determined by VIPTICKETSJA in its discretion, you are a “Prohibited Merchant.”
- 5.2 Prohibited Events. You may not post events to the Services or engage in activities through the Services that:
- (a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
- (b) would be prohibited under the Payment Scheme Rules;
- (c) take place in Restricted Countries; and
- (d) contain any Content (as defined in the Terms of Service) that would violate the Terms of Service, or the VIPTICKETSJA Community Guidelines. Any event that falls into any of the categories set forth above, as determined by VIPTICKETSJA in its discretion, is a “Prohibited Event.”
- 5.3 Prohibited Transactions. You may not use VPP 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) in VIPTICKETJA’s sole discretion, 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 be contrary to the provisions of the Betting, Gaming and Lotteries Act; and
- (d) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events. Any transaction that falls into any of the categories set forth above, as determined by VIPTICKETSJA in its discretion, is a “Prohibited Transaction.”
- 5.4 Remedies. In the event that VIPTICKETSJA 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 VIPTICKETSJA may take any or all of the following actions in its discretion in addition to any and all remedies that VIPTICKETSJA may have under the law or elsewhere in the Terms of Service:
- (a) suspend or terminate your VIPTICKETSJA 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 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.
- 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 Jamaica or the country of incorporation; (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 honoured. You understand and agree that VIPTICKETSJA is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honoured, including any tickets procured through, or representing, fraud or deceptive practices.
VIPTICKETSJA 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 VPP Service or your right to accept payments via the VPP Service in their sole discretion; or (c) if VIPTICKETSJA is served with legal process seeking to attach or garnish any of your funds or property in VIPTICKETSJA’s possession.
- Dispute Resolution and Applicable Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of Jamaica. The parties further agree that any action brought to enforce any right or obligation under this Addendum shall be subject to the exclusive jurisdiction of the courts of Jamaica.
The parties shall first use reasonable endeavours to amicably settle disputes arising out of or in connection with this Agreement. Where a dispute arises and has not been amicably resolved the parties shall enter into structured negotiation with the assistance of a third-party mediator to be agreed upon between the parties. Where mediation fails, the parties shall settle the dispute through arbitration. Such arbitration shall be conducted under the rules of arbitration of the Jamaican legal system by one or more arbitrators appointed in accordance with the said rules. The award of the arbitration shall be final and binding upon the parties.
It is our belief that this Agreement does not contain any provision contrary to law. However, if any part of this Agreement is determined to be illegal, invalid, or unenforceable, you agree that: (a) that part shall nevertheless be enforced to the extent permissible in order to effect the intent of this Agreement, and (b) the remaining parts shall be deemed valid and enforceable.
Any notice, request or consent required or permitted to be given or made pursuant to this Agreement shall be in writing. A notice shall be deemed to have been sufficiently given and effectively served or given if hand delivered or sent by registered mail to the addresses set out herein (or such other address as shall be notified by a Party) or if sent by electronic mail to such address as the parties shall advise and shall be deemed to have been received at the time of delivery, if delivered by hand, on the tenth (10th) day after posting in any Post Office in Jamaica, if sent by registered mail; or on the date of delivery , if sent by electronic mail, provided however that same shall not be deemed to have been delivered by electronic mail if an automatically generated response (such as out-of-office replies) is received by the party sending the notice.
If you have any questions, comments or complaints regarding this Agreement or the Site, please contact us at: [email protected]