Merchant Agreement
This Merchant Agreement and the rights and obligations contained in it are in addition to and are incorporated into the Caricom Tickets Terms of Service (“TOS”) by reference. Nothing in this Merchant Agreement will be deemed to modify, waive, amend or rescind any other term of the TOS. Please read this Merchant Agreement carefully: it contains important information about payment and refund terms and requirements, invoice prohibitions, rights you provide to us, and other rights, representations and liabilities. We recommend that you read those TOS, as they may affect your rights.
1. About Caricom Tickets
Caricom Tickets properties are owned and managed by Caricom Tickets (ICE Technologies Inc.), an U.S. Based company with a place of business at 418 Broadway STE N Albany, NY. 12207
When these TOS use the term “Company”, “Caricom Tickets”, “We”, “Us” or “Our” that refers to Caricom Tickets, and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. The contracting entity on the other side of these Terms is as follows:
If you are a Merchant located in any other jurisdiction, you are contracting with Caricom Tickets, a U.S. based company with a place of business at in New York and office located in Trinidad at 6 New Street Diego Martin Trinidad W.I.
2. What is Caricom Tickets
Caricom Tickets is a technology and service provider for events and venues.
Caricom Tickets provides solutions for ticketing, access control, online and offline payments, cashless payment, accreditation, device management and additional tools to power the customer and merchant experience.
3. Merchants and Customers
When this Merchant Agreement uses the term “Merchant”, “Seller” or "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 Merchants ("Consumers"), or (b) for any other reason. Merchants, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users", "you" or "your".
If you are a Merchant offering events with paid tickets, Caricom Tickets’ Merchant Refund Policy Requirements is also applicable to you.
If you are a third party interacting with our Services not as a Merchant or a Customer, the API TOS or Trademark and Copyright Policy might be applicable to you. Please be on the lookout for additional terms and conditions displayed with certain Services that you may use from time to time as those will also be applicable to you.
By agreeing to this agreement, you acknowledge you have read the Privacy Policy and Cookie Policy applicable to all Users.
If we provide you with other services that are not described in this Merchant Agreement, those services shall be subject to this Merchant Agreement unless we have entered into a separate, signed agreement that expressly supersedes this Merchant Agreement.
4. Our Merchant Agreement
4.1. Purpose
The following policy sets forth the terms and conditions upon which Merchants 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 Caricom Tickets, 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.
4.2. Modification
Caricom Tickets reserves the right, at its sole discretion, at any time and without prior notice and for any reason to temporarily or permanently modify, suspend, discontinue, or replace any part of this Agreement or the Site services. It is Your responsibility to periodically check this Agreement for any possible changes. If there is any inconsistency between these terms and the additional terms, the additional terms will prevail to the extent of the inconsistency. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Caricom Tickets may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
5. Additional Registration Information
5.1. Additional Information
As part of the creation of a paid event or at any time following such creation, you may be required by Caricom Tickets 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.
5.2. Disclosure Authorization
Merchants agrees that Caricom Tickets 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 Caricom Tickets to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.
5.3. Failure to provide
We reserve the right to suspend your Caricom Tickets 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.
6. Payment Procedures
6.1. Overview
6.1.1. Payment Methods
“Online” payment methods include (i) a credit card gateway, (ii) direct bank payments and (iii) other payment methods to be introduced from time to time. All payment information is transferred via a Secure Socket Layer (SSL) connection. This functionality is denoted by a padlock symbol at the bottom of your browser and ensures secure transmission of the encrypted data. “Offline” payment methods include (i) Point of Payment, (ii) At The Door of the event. Each of the payment methods mentioned above has its own additional service charges (“Payment Processing Fee”) that are a surcharge (“Passed on” to the ticket price as disclosed on the relevant payment page or can be “absorbed” by the merchant within the ticket price.
6.1.2. Caricom Tickets’ Role
Caricom Tickets utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks, online and offline resellers with which we have relationships (collectively, "Payment Processing Partners") and both Merchants and Caricom Tickets are subject to the rules and regulations of such Payment Processing Partners. For convenience, Caricom Tickets may show you a balance of proceeds for your events in your Caricom Tickets account, however, that balance merely reflects the amount of Ticket sales revenue collected by a third party payment service or by our Payment Processing Partners and represents only a general unsecured claim against Caricom Tickets and not a store of value or a deposit/current account.
6.1.3. Confirmations
Upon an order being placed by a Consumer and confirmed through Caricom Tickets platform, Caricom Tickets generates a confirmation message and issues a unique confirmation number for such Consumer's order. Merchant agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by Caricom Tickets through the Services. Merchant agrees it is Merchant’s responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.
6.1.4. Fees
Regardless of the payment processing option elected, Merchant agrees to pay Caricom Tickets all applicable service fees for each ticket, registration or other item sold via the Services (the "Caricom Tickets Service Fee"). Merchant also agrees to pay Caricom Tickets the additional Payment Processing fee (the "Payment Processing Fee") for each ticket, registration or other item sold or donation solicited via the Services. The Caricom Tickets Service Fee and the Payment Processing Fee vary by country and processing currency. The Caricom Tickets platform will be paid 8% of the total cost of each ticket it sells. In addition, Merchant may from time to time request additional Services from Caricom Tickets, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which Caricom Tickets 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 Merchant prior to Merchant’s acceptance of such Services. The Caricom Tickets Service Fee, the Payment Processing Fee and the Ancillary Fees are referred to herein as the "Fees."
Caricom Tickets may charge various fees to Consumers that are not passed on to Merchants, related to ticket sales, processing, handling, and access to various Caricom Tickets content and services. We have sole discretion to set and assess such fees.
The Caricom Tickets shall give the Merchant a Report to accounting for the ticket purchase sales received, all processing fees deducted including service fees and the payment percentage the Online Ticketing Agent received within ten (7) days of the Event. Any queries the Merchant has are to be sent in writing to Caricom Tickets within seven (7) days of the date of receiving it otherwise it shall be deemed to be accepted by the Promoter
6.2. Payment Processing
6.2.1. Underwriting
Upon receipt of Additional Registration Data, Caricom Tickets will determine, in its discretion (which may be based on input from our Payment Processing Partners), whether you are qualified to use Caricom Tickets’ Payment Processing Partners. If you are not qualified to use Caricom Tickets’ Payment Processing Partners, but you are otherwise qualified to use the Services, Caricom Tickets will notify you. For risk management and security reasons and to meet the requirements imposed by our Payment Processing Partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through Caricom Tickets’ Processing Partner and you authorize us to reject any transaction over that limit. We may also from time to time in our discretion impose a reserve requirement on you under Section 6.2.5.
6.2.2. Payment Process
When using Caricom Tickets, payment processing occurs directly through our Payment Processing Partners, and you understand and agree that within five (5) business days for “online payments” and up to thirty (30) days for “offline payments”, after the successful completion of an event, Caricom Tickets will initiate your payout procedure including all Ticket sales revenue 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 Caricom Tickets or any of its Affiliates; (iii) any other deductions authorized pursuant to this Merchant Agreement; and (iv) any reserves established as set forth in section 6.2.5 below. Such payouts will be made by ACH, or by check, only to the payout information designated by Merchant on the Services under "Settlement", provided that Caricom Tickets reserves the right to withhold funds (i) at any time as Caricom Tickets determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this agreement.
All amounts due to Merchant are payable in the same currency paid by the Customer as configured by the Merchant.
Caricom Tickets, in its sole discretion, may determine to advance a portion of Order Proceeds to Merchant prior to the period set forth above, on such terms and conditions as Caricom Tickets may establish from time to time. Such advances are merely on account of amounts that may become due to Merchant under this TOS and that Caricom Tickets may demand such advances back, from time to time at its sole discretion, and Merchant shall thereupon promptly, within five business days after such demand, pay back to Caricom Tickets such advance or any portion thereof demanded by Caricom Tickets.
In addition, Payment Processing Partners may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, (collectively, the "Card Schemes"), and non-card based payment networks such as direct debit, cash and other alternative forms of payment (the "Alternative Form of Payment Frameworks"). You are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., MasterCard, Visa, American Express), 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 Caricom Tickets to make a payout to you, you will not request or use any information related to that payout method for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement.
You agree to reimburse us for all claims, losses, costs, and damages we incur in the event where a check was issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the check is cashed or deposited more than once, resulting in duplicate payments.
For 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 agree that we may, from time to time, in our sole discretion, without notice to you, (a) setoff against your or your Affiliate's reserve as defined under Section 6.2.5, (b) setoff against any Ticket sales revenue you receive and any other fees for Services provided to you or any of your Affiliates by Caricom Tickets or any of its Affiliates (including for any Caricom Tickets fees or any other amounts you owe to Caricom Tickets under this Merchant Agreement, the Terms of Service, or any other agreement between you and us), or both (a) and (b), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your or your Affiliate's credit profile or the underlying event(s)' risk profile, fraudulent conduct by you, any of your Affiliates or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement or any other applicable agreement for Services provided by Caricom Tickets or any of its Affiliates. We may exercise such setoff rights before we make any payout, whether by check, bank wire or ACH, to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights. We may also exercise any of our rights and remedies under Section 6.4 of this Agreement regarding recovery of such amounts due and owing to us from you.
6.2.3. Appointment as Agent
Merchant hereby appoints Caricom Tickets as Merchant’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 Merchant. Merchant agrees that a payment made by a Consumer that is processed by Caricom Tickets will be considered the same as a payment made by a Consumer directly to Merchant and Merchant will sell or provide all advertised goods and services to the Consumer as if Merchant had directly received the Ticket sales revenue from such Consumer, regardless of whether the ticket sales revenue have yet to be or are ever received from Caricom Tickets. Merchant agrees that Caricom Tickets, in its role as limited payments agent, is authorized to; (i) hold, disburse and retain proceeds on Merchant’s behalf pursuant to this Merchant Agreement, or otherwise instruct our Payment Processing Partners to do so; (ii) issue refunds to Consumers as set forth in Section 6.3 below; and (iii) manage credit card chargebacks as set forth in section 6.2.6 below. In accepting appointment as the limited agent of Merchant, Caricom Tickets assumes no liability for any acts or omissions of Merchant and Merchant understands that Caricom Tickets’ obligation to pay Merchant is subject to and conditional upon Consumers’ actual payment of Event Registration Fees. Merchant further authorizes Caricom Tickets to delegate its obligations under this Merchant Agreement to certain of its affiliated entities, provided, that Caricom Tickets will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.
6.2.4. Cancellations, Nonperformance
No payments will be made to Merchant with respect to any event that is cancelled or with respect to which Caricom Tickets believes there is a risk of cancellation or nonperformance, unless Caricom Tickets receives adequate security (as determined by Caricom Tickets in its discretion) for Merchant’s obligations under this Merchant Agreement. In addition, no Ticket sales revenue for a given event will be settled to Merchant until that event is successfully completed. If payments have already been settled to a Merchant for a cancelled event, Merchant will immediately refund to a bank account or payment address designated by Caricom Tickets all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 6.3. You are responsible for complying with the requirements of Section 6.3 and the requirements of the Merchant 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 Caricom Tickets that are sufficient to cover refunds due to Consumers for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 6.3.3 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 6.2.5 and 6.4 of this Agreement.
The Online Ticketing Agent shall not be responsible for the Promoter delaying the Events or failure of the Events to take place for causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, global or local pandemics, epidemics, riots, civil unrest, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.
6.2.5. Reserves and Caricom Tickets Right of Setoff
Caricom Tickets reserves the right to retain a certain percentage of Ticket sales revenue and any other fees for Services provided to you or any of your Affiliates by Caricom Tickets or any of its Affiliates (with such percentage being determined by Caricom Tickets in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Merchant’s credit profile or the underlying event(s)' risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this Merchant Agreement, or to protect Caricom Tickets against fraudulent or erroneous activity. Caricom Tickets’ right to hold a reserve will continue following the applicable event(s) and until either (A) Merchant and any of its Affiliates have discharged all obligations under the Terms of Service or other applicable agreement for Services provided by Caricom Tickets or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Merchant and any of its Affiliates have otherwise provided Caricom Tickets or any of its Affiliates with adequate security (as determined by Caricom Tickets or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Caricom Tickets or any of its Affiliates, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in Section 6.2.2. In the event that the exercise of our or our Affiliates' setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us or any of our Affiliates under the Terms of Service or other applicable agreement for Services provided by Caricom Tickets or any of its Affiliates, including this Merchant Agreement, then such amount of funds will be deemed due and owing to us until you have satisfied the amount in full.
6.2.6. Chargebacks, Reversals
Any credit card chargebacks or other transaction reversals initiated against Caricom Tickets or its affiliates for any reason (except to the extent they are caused solely by Caricom Tickets’ negligence or willful misconduct) with respect to a Merchant’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Caricom Tickets or its affiliates in connection with such chargebacks will ultimately be the responsibility of Merchant, and Merchant agrees to promptly and fully reimburse Caricom Tickets for such amounts on demand. As part of Caricom Tickets’ activity as limited payments agent, Caricom Tickets will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Merchant and Merchant hereby authorizes Caricom Tickets to do so and agrees to use reasonable efforts to cooperate with Caricom Tickets in such re-presentment. However, Caricom Tickets 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 Merchant’s refund policy or the provisions of Section 6.3.3 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 Caricom Tickets’ loss of any chargeback that has been re-presented by Caricom Tickets will not in any way limit Merchant’s obligation to reimburse Caricom Tickets and its affiliates under this paragraph.
6.2.7. Currencies
Caricom Tickets only provides the Payment Processing Service for certain currencies and for Merchants in certain locations. In addition, Ticket sales revenue collected in a currency may only be paid out to Merchant in the currency in which they are collected. Caricom Tickets 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 Ticket sales revenue and your location as detailed here.
6.2.8. Payment Scheme Rules
The Card Schemes and Alternative Form of Payment Frameworks 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, 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.
6.3. Refunds
6.3.1. Refund Policy and Process.
Regardless of what payment method is selected, Merchant agrees to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Merchant Refund Policy Requirements and to administer such policy in accordance with its terms. The Merchant Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for transactions proceed by Caricom Tickets’ Payment Processing Partners must be processed through Caricom Tickets, unless otherwise agreed by Caricom Tickets. Merchant 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 Caricom Tickets. Caricom Tickets may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Merchant. 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:
6.3.1.1. In the event of a full or partial event cancellation, Merchant agrees to issue refunds to Consumers.
6.3.1.2. Merchant agrees that no refunds will be made outside of the Caricom Tickets platform (e.g. offline), and refund transactions may only be employed for bona fide event refunds, and not for other money transfers, including without limitation cash advance transactions.
6.3.1.3. If Merchant elects to remit funds back to Caricom Tickets so that Caricom Tickets can process refunds on Merchant’s behalf, Merchant must remit funds to Caricom Tickets that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.
6.3.1.4. Merchant agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.
6.3.1.5. Merchant will be the main point of contact for Consumers with refund requests, and Merchant will instruct the Consumers not to contact Caricom Tickets with refund requests.
6.3.1.6. Merchant will provide clear instructions and contact information to Consumers so that Consumers can make refund requests.
6.3.1.7. Merchant acknowledges that Caricom Tickets reserves the right to charge the Merchant for the cost of charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 6.2.5 and 6.4 of this Agreement.
6.3.1.8. If the Merchant cancels only part of a multi-day event, then Merchant 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 Merchant sells a 5-day ticket to a festival for $100, and cancels 1 day of the festival, the Merchant must provide a $20 refund to Consumers for the cancelled day.
6.3.1.8. If the Merchant 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. Merchant 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.
6.3.2. Refund Disputes.
Regardless of what payment method is selected, all disputes regarding refunds are between Merchant and its Consumers. In the event of a dispute, Caricom Tickets may try to mediate, but ultimately it is Merchant’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to transactions processed by Caricom Tickets’ Payment Processing Partners, Caricom Tickets will have the right to make refunds on Merchant’s behalf as set forth in 6.3.3 below.
6.3.3. Mandatory Refunds
Notwithstanding the foregoing, Merchant authorizes Caricom Tickets to make refunds in the following situations (i) Merchant 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 Merchant to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns; (iv) Caricom Tickets believes in its discretion that specific orders should be refunded under the Merchant’s posted refund policy or Caricom Tickets’ Merchant 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) Caricom Tickets believes in its discretion that the refund request, if not granted, will lead to a chargeback that Caricom Tickets is more likely than not to lose; (vi) Merchant failed to list a refund policy on the applicable event page and Caricom Tickets believes in its discretion that a refund would be reasonable under the circumstances; (vii) Caricom Tickets believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Caricom Tickets believes in its discretion that the order is a duplicate. Merchant also authorizes Caricom Tickets to make refunds of any and all orders (including those for unrelated events) if (A) Caricom Tickets believes in its discretion that Merchant has engaged in any fraudulent activity or made any misrepresentations; (B) Caricom Tickets believes in its discretion that there is substantial risk of nonperformance by Merchant with respect to the applicable event or future events; (C) Caricom Tickets 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) Caricom Tickets believes in its discretion that Merchant 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 Caricom Tickets to legal liability. Because all sales are ultimately made by Merchant, Merchant hereby agrees to promptly and fully reimburse Caricom Tickets and its affiliates upon demand for refunds that Caricom Tickets makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Caricom Tickets’ negligence or willful misconduct. Merchant acknowledges and agrees that chargebacks will result in losses to Caricom Tickets in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Caricom Tickets is mitigating such losses and its damages with respect to Merchant’s breach of this Merchant Agreement. If you do not remit funds to Caricom Tickets that are sufficient to cover mandatory refunds as described by this Section 6.3.3 for an invoice 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 6.2.5 and 6.4 of this Agreement.
6.4. Non-Exclusive Remedies; Taxes.
6.4.1. Non-Exclusive Remedies; Taxes
If Merchant fails to pay to Caricom Tickets 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 Caricom Tickets or any of its Affiliates when due and following a late payment notice being delivered by Caricom Tickets, 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 Merchant or any of its Affiliates to Caricom Tickets 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 Caricom Tickets or any of its Affiliates, Caricom Tickets 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 Merchant or any of Merchant’s Affiliates, whether for a particular event or for any other event that Merchant or any of Merchant’s Affiliates lists through the Services or other applicable agreement for Services provided by Caricom Tickets or any of its Affiliates, and use the withheld amount to setoff the amount owed by Merchant or any of Merchant’s Affiliates to Caricom Tickets or any of its Affiliates; and/or (B) send an invoice to Merchant or any of its Affiliates for such amounts to the extent Merchant’s or any of its Affiliate's outstanding balance is insufficient to cover these costs, in which case Merchant or any of its Affiliates will pay Caricom Tickets 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 Caricom Tickets or any of its Affiliates hereunder is not made by Merchant or any of its Affiliates when due and after receiving a late payment notice from Caricom Tickets or any of its Affiliates, Caricom Tickets or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Merchant’s or any of Merchant’s Affiliate's registration for any Services provided by Caricom Tickets or any of its Affiliates (including any and all accounts that Merchant or any of Merchant’s Affiliates may have). In addition, any such unpaid amounts due and owing to Caricom Tickets or any of its Affiliates are subject to collections in accordance with Section 6.4.2.
6.4.2. Collections; Costs of Recovery
Caricom Tickets reserves the right to pursue any late and unpaid amounts due and owing to Caricom Tickets 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, Merchant agrees to promptly and fully reimburse Caricom Tickets 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 Caricom Tickets or any of its Affiliates in collecting past due amounts or any other amounts due and owing from Merchant or any of its Affiliates under this Merchant Agreement, the Terms of Service or any or other applicable agreement for Services provided by Caricom Tickets or any of its Affiliates. Merchant and any of its Affiliates agree that if Caricom Tickets or any of its Affiliates must seek collections for past due amounts and Merchant or any of its Affiliates does not respond or pay in full after receiving a collection notice, Caricom Tickets 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 Caricom Tickets or any of its Affiliates.
6.4.3. Taxes
6.4.3.1. 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”). Caricom Tickets 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 Caricom Tickets 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 Caricom Tickets Payment Processing Partners, Caricom Tickets 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. Caricom Tickets 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 Caricom Tickets 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 Caricom Tickets for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
6.4.3.2. Notwithstanding the preceding paragraph, Caricom Tickets 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, Caricom Tickets 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. Caricom Tickets 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 Caricom Tickets to pay any Taxes attributable to your Event as a result of the information you provided Caricom Tickets being incorrect, you agree to promptly and fully reimburse Caricom Tickets for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
6.4.3.3. Notwithstanding paragraph 6.4.3.1 in this section, Caricom Tickets may, in certain jurisdictions, be required to collect and remit Taxes on Caricom Tickets Service Fees and Payment Processing Fees to the Tax Authorities. In such jurisdictions, Caricom Tickets will collect from you Taxes on Caricom Tickets Fees, and you agree to pay such Taxes. Caricom Tickets may, at its sole election, invoice you for Taxes on Caricom Tickets Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Caricom Tickets Fees. With the exception of Taxes on Caricom Tickets Fees that Caricom Tickets 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.
6.4.3.4. Caricom Tickets reserves the right to withhold the payment of any amounts owed to you hereunder and dispose of them as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by Caricom Tickets, or to seek later payment from you of any amounts on taxes uncollected and unremitted, related to your events.
7. Prohibited Merchants, Prohibited Invoices, Prohibited Transactions
7.1 Prohibited Merchants
By registering for the Services and accepting this Merchant Agreement, you represent and warrant that:
7.1.1. You are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services ("Restricted Countries");
7.1.2. You are not a person or entity or under the control of or affiliated with a person or entity that (i) appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List; (ii) appears on the U.S. Department of State's Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security's Denied Persons List; (iv) appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (vi) is subject to sanctions in any other country; and
7.1.3. 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 Caricom Tickets in its discretion, you are a "Prohibited Merchant."
7.2. Prohibited Invoices
You may not post events through the Services or engage in activities through the Services that:
7.2.1. violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
7.2.2. would be prohibited under the Payment Scheme Rules;
7.2.3. take place in Restricted Countries; and
7.2.4. contain any Content, (as defined in the TOS) that would violate the TOS.
Any event that falls into any of the categories set forth above, as determined by Caricom Tickets in its discretion, is a "Prohibited Event."
7.3. Remedies
In the event that Caricom Tickets 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 Caricom Tickets may take any or all of the following actions in its discretion in addition to any and all remedies that Caricom Tickets may have under the law or elsewhere in the Terms of Service:
7.4.1. Suspend or terminate your Caricom Tickets account;
7.4.2. alter, edit, or remove any Prohibited Event or any portion thereof;
7.4.3. block, reverse or refund any or all of your transactions;
7.4.4. 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
7.4.5. 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.
8. 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 Caricom Tickets 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.
Nothing in this Agreement or elsewhere will prohibit or limit the Online Ticketing Platform's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement. The Online Ticketing Platform shall have the right to use all data collected or generated under this Agreement.
9. Termination
In addition to our right to terminate your use of the Services under the Terms of Service, Caricom Tickets 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 Payment Processing Service or your right to accept payments via the Payment Processing Service in their sole discretion; (c) if Caricom Tickets is served with legal process seeking to attach or garnish any of your funds or property in Caricom Tickets’ possession; or (d) Caricom Tickets is put on notice informing Caricom Tickets that you have granted a right to assignment of payments to your lender as a secured party.
