Partner Terms And Conditions

This Supplier Agreement and the rights and obligations contained in it are in addition to and are incorporated into the Humanity Circle Terms of Service (“Terms of Service”). Nothing in this Supplier Agreement will be interpreted to limit, change, or waive any terms of the Terms of Service or our Privacy Policy. However, if there is any inconsistency between the Terms of Service and this Supplier Agreement, this Supplier Agreement will control. Capitalised terms that are not defined in this Merchant Agreement have the definition provided in the Terms of Service.

Please read this entire Merchant Agreement and our Terms of Service thoroughly, as they may affect your rights. This Supplier Agreement contains important information regarding our services, payments, refunds, and restricted events, and the Terms of Service contain provisions for dispute resolution, including binding arbitration and a class action waiver, that apply to this Merchant Agreement.

Who We Are.#

1.1 About Us.

We’re a service that aims to support the growth and development of sociaties and their culture. At Wellness we support all involved with helping the individual wellness through diffferent services provided by other people.

Humanity Circle principal place of business at Gregg, Schlieperstr 28, 13507, Berlin (“Huanitycirlce,” “we,” “us,” or “our”). When this Supplier Agreement mentions “Humanity Circle,” “we,” “us,” or “our,” it refers to Humanity Circle, Inc. and its Affiliates (defined in the Terms of Service) and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees.

1.2 Humanity Circle Services.

Here’s a summary of our services.

Organiser Services: When “Organiser Services” is used in this Supplier Agreement, it refers to both the Ticketing Services and the Marketing and Operational Services (defined below). For clarity, Organiser Services are included in the meaning of “Services” under the Terms of Service.

(a) Ticketing Services: We provide you and other Organizers a platform to sell tickets, registrations and other items, and receive payments for your events (the “Ticketing Services”).

(b) Marketing and Operational Services: We may provide you and other Organisers with marketing and promotion services such as those described below in the “Marketing Services” section (“Marketing Services”), as well as onboarding support and account management (collectively with the Marketing Services, “Marketing and Operational Services”). All Marketing and Operational Services will be provided as we determine and will be subject to the Terms of Service, this Supplier Agreement, and any separate written agreement we determine is necessary. In the event of a conflict between the separate written agreement and this Suüpplier Agreement, the Supplier Agreement will control.

Our Merchant Agreement.#

2.1 Purpose and Scope.

This is what you are agreeing to.

This Supplier Agreement sets the terms and conditions for your use of the Organiser Services. Users of our Organiser Services may be collectively referred to in this Supplier Agreement as “you” or “your.”

By using the Organiser Services or registering as an Organiser, you are agreeing to the terms and conditions of this Supplier Agreement, the Terms of Service, and our Privacy Policy, without modification, and entering into a binding contract with us that governs your use of the Organiser Services. Do not use the Organiser Services or register as an Organiser if you do not agree to the terms and conditions of this Supplier Agreement, the Terms of Service, or our Privacy Policy.

Eligibility for Organiser Services.#

3.1 Eligibility.

Please make sure you’re eligible before using our Organiser Services.

To use the Organiser Services, you must: (a) have the authority to enter into this Supplier Agreement on your own behalf or on behalf of the entity using the Organiser Services; (b) comply with our Terms of Service and all applicable laws; and (c) review and agree to the Paypal Payment Services and any other required third party agreement, if applicable.

All information you submit must be truthful, accurate, and complete, and you must promptly notify us of any changes.

We can approve or deny your registration for the Organiser Services, limit, suspend, or terminate your access to the Organiser Services, and/or place transactional limits on payouts at any time, for any reason, with or without notice. We can also change these eligibility requirements at any time.

3.2 Additional Registration Data.

We may need some additional information from you.

After registering for the Organizer Services, we may require you to provide additional information about yourself, the entity you represent (if any), and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, tax identification numbers, date of birth, passport or drivers license number, country of origin, copies of government identification documents, and other personal information.

We may use this information to verify your identity, the validity and/or legality of your transactions, and/or whether you qualify to use the Organiser Services. You must: (a) promptly provide accurate and complete information and (b) regularly and quickly update this information to make sure it remains accurate and complete.

3.3 Disclosure Authorization.

We may need to share your information with third parties who help us provide services to you.

We may share Registration Data, Additional Registration Data, and information about events and use of the Services with our Payment Processor Partners, the Card Schemes and Alternative Payment Frameworks (as each are defined below), and with your bank or other financial institution, if the Services involve these third parties. You also authorize us to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third-party credit reporting agencies.

Failure to Provide.

Be sure to provide us with all information that we request so you don’t lose access to our services or your payouts.

You are not entitled to receive any payments from tickets, registrations, or other items sold from us or our Payment Processor Partners unless and until you provide full and accurate Registration Data and Additional Registration Data. We reserve the right to suspend or terminate your Humanity Circle account and/or your access to the Organiser Services, and to withhold any payments otherwise due to you, if we believe that your Registration Data or Additional Registration Data is inaccurate or incomplete.

3.5 Prohibited Merchants; Prohibited Events; Prohibited Transactions.

We can’t do business with certain people and entities.

1. Prohibited Merchants. By registering for the Organiser Services and accepting this Supplier Agreement, you represent and warrant that:

A. you are not located in, and you are not a national or resident of, any country for which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services similar to our Services (“Restricted Countries”);

B. 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 or Palestinian Legislative Council 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

2. you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Payment Framework is not revoked or suspended.

If we determine that you fall into any of the categories above, you are a “Prohibited Supplier.”

1. Prohibited Events. You may not post events to the Humanity Circle Properties or engage in activities through the Organiser Services that:

A. violate or help violate any applicable local, state, provincial, national or other law, rule or regulation;

B. are prohibited under the Payment Scheme Rules;

C. contain any Content that violate the Terms of Service or the Humanity Circle Community Guidelines; or

D. take place in Restricted Countries or restricted regions, which include (but are not limited to) Iran, North Korea, Syria, Crimea, Donetsk People’s Republic, and Luhansk People’s Republic. Also, you must have our prior written approval to post events in Cuba or Russia because additional licensing requirements may apply.

If we determine that an event falls into any of the categories above, it is a “Prohibited Event.”

1. Prohibited Transactions. You may not process any of the following transactions, and you represent and warrant that you will not submit for processing any of the following:

A. any transaction that violates or is considered “high risk” (or another restricted category) by the Payment Scheme Rules, including any transaction involving certain adult content or activities, illegal goods or services (including cannabis), paraphernalia associated with any illegal goods or service, crypto-currency purchases, raffles, sweepstakes, or gambling;

B. any fraudulent or criminal transaction;

C. any transaction that would be a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or

D. any transaction that is unrelated to your events on the Humanity Circle Properties. For clarity, our payment processing services may only be used for the purchase of tickets or registrations for your events on the Humanity Circle Properties, or to sell items or solicit donations directly related to such events.

If we determine that a transaction falls into any of the categories above, it is a “Prohibited Transaction.”

Suspension and Termination of Organiser Services; Survival of Obligations.#

4.1 Suspension and Termination.

Here are reasons why we might need to suspend or terminate your access to the Organiser Services.

We may limit, suspend, or terminate your access to the Organiser Services and/or your ability to receive payments at any time and for any reason, including if:

• You become ineligible for the Services or violate any provision of this Merchant Agreement, the Terms of Service, or any other Humanity Circle policy applicable to you;
• You fail to pay when due any Humanity Circle Fees (defined below), including instances in which your credit card is declined or you fail to provide accurate and updated Payment Information (defined below);
• Our Payment Processor Partners or Card Schemes refuse to facilitate payments to you or to engage in services involving you;
• We are served with a legal process seeking to attach or garnish any of your funds or property in our possession;
• We learn that you have granted a right to assignment of payments to any party, for any reason; or
• You are a Prohibited Merchant, have organised Prohibited Events, and/or process or submit Prohibited Transactions.

4.2 Account Deletion.

You can delete your account, but you’ll still be bound by your agreements with us.

You may stop participating as an Organiser at any time by deleting your account in accordance with the Terms of Service. If you delete your account, you are still bound by this Merchant Agreement and any other Humanity Circle policy that applies to you, as well as any other written agreement you may have with us.

4.3 Effect of Termination.

Let’s make sure we each have what we’re owed.

If your account is terminated, we (through our Payment Processor Partners) will, within a reasonable time, pay any amounts owed to you, as long as the payments are permitted by applicable laws, regulations, and orders. We may hold funds we owe you, pursuant to Section 9.2 “Deductions, Setoffs, and Reserves,” to make sure that there are no Chargebacks, refunds, credits, balances owed to us, or other deductions that should be made from the funds we owe you. We will otherwise have no further payment obligations to you.

Upon termination of your account, our obligation to perform the Organiser Services will immediately expire. You will still owe us all Humanity Circle Fees associated with the terminated Organiser Services, and all outstanding fees will become immediately due and payable, even if all of the Organiser Services associated with such fees have not yet been performed.

4.4 Continued Obligations.

Some terms will still be effective even after termination.

All provisions of this Merchant Agreement that by their nature should survive termination of your account and/or termination of the Organiser Services will survive (including your obligations related to refunds, payments, and Chargebacks [defined below]).

Payment Processing.#

5.1 Payment Processor Partners.

We partner with third-party payment processors to facilitate your transactions.

As part of the Organiser Services, we provide tools to help you sell tickets, registrations, and other items to Consumers interested in your events. To facilitate payments for you, we partner with third-party payment processors and/or merchant acquirers (“Payment Processor Partners”).

You and we are subject to the rules and regulations of our Payment Processor Partners. In certain cases, you may be required to enter into separate agreements with our partners (“Payment Processor Agreements”) to receive payments.

Paypal, Inc. (“Paypal”) is one of our Payment Processor Partners that may facilitate payment processing services for you. When you agree to this Humanity Circle Agreement or continue to operate as an Organiser on Humanity Circle, you agree to the terms of Paypal user agrements. For us to enable payment processing services through Stripe, you must provide us with accurate and complete information about you and your business, and you authorize us to share it, and transaction information, with Paypal.

5.2 Humanity Circle Payment Processing.

This is the payment processing method that most Organizers on our platform will use to collect proceeds for tickets or registrations they sell to Consumers.

EPP: When you use Humanity Circle Payment Processing (“Humanity Circle Payment Processing” or “EPP”), we act as your limited payments agent to facilitate payment transactions on your behalf using our Payment Processor Partners. As a limited agent, we process the total value of tickets, registrations, and other items purchased by Consumers for your events (“Event Proceeds”). In return, in addition to other applicable Humanity Circle Fees, you will pay us the Humanity Circle Payment Processing fee (the “Humanity Circle Payment Processing Fee”) for each ticket, registration or other item sold or donation accepted, for facilitating the transaction.

Payouts: No later than five (5) business days after the conclusion of the event, Organizers who use EPP will receive the Event Proceeds, less Humanity Circle Fees, Taxes, and Other Deductions and Setoffs (defined below), if applicable. At that time, our Payment Processor Partners will facilitate the payout to your preferred payout method. We will not be liable for delayed, rejected, or missed payouts that occur from the delay, failure, or contractual breach by you, a Payment Processor Partner or any other third-party provider.

If you would like to receive payouts sooner (before your event concludes), see Section 10.1 “Scheduled Payouts” for more information.

Payout Methods:  EPP users can receive payouts in either through direct ebay transfer or Bank Transfer. The default is Paypal and on request we can make bank transfers with the relevant information provided.

We and our Payment Processor Partners rely on the information you provide to facilitate payment transactions on your behalf. If any account or card details that you provide to us or our Payment Processor Partners are incorrect, you must reimburse, indemnify, and hold us and our Payment Processor Partners harmless for any losses or expenses incurred by us relying on the incorrect information.

Transaction Limits: For risk management, security, or to meet our Payment Processor Partners’ requirements, we may, from time to time, determine to impose a transaction limit on the amount of any given transaction that you process through EPP, and you authorize us to reject any transaction over that limit.

Currencies: We only provide EPP for certain currencies and for Organisers in certain locations. In addition, Event Proceeds collected in a currency may only be paid out to you in the currency in which they are collected. We do not provide currency conversion services.

You may be eligible for different payment options or payment methods depending on the currency in which you collect Event Proceeds and your location.

Qualification: If we determine that you are not qualified to use EPP but are otherwise qualified to use the Organiser Services, we may notify you about switching to Facilitated Payment Processing (defined below) as an alternate payment processing method.

5.3 Facilitated Payment Processing.

This payment processing method has limited availability and will only be used by some Organisers.

FPP:  “Facilitated Payment Processing” or “FPP” consists of you directly receiving all sales proceeds solicited through the Organiser Services using a third-party payment service, such as PayPal®. Organizers using FPP receive the ticket face value, Humanity Circle Fees, taxes, royalties, and/or donations directly into a third-party payment service, and are bound by the applicable terms of use for that service. We are not responsible for the performance or nonperformance of the third party service. FPP is only available in limited circumstances.

Invoices:  When using FPP, you must pay Humanity Circle Fees and other amounts owed to Humanity Circle directly to us. We will provide you with periodic invoices detailing your Event Proceeds, Huamnity Circle Fees and Taxes. You are not entitled to Event Proceeds before the conclusion of your event. Unless otherwise indicated on the applicable invoice, all invoices for Organizer Services when using FPP are due and payable within thirty (30) days of delivery of the invoice.

5.4 Chargebacks and Reversals.

You are responsible for credit card chargebacks and other transaction reversals in connection with your events.

Credit card chargebacks and transaction reversals (collectively, “Chargebacks”) can occur, including when a Consumer disputes a transaction with a Card Scheme or Alternative Payment Framework. As an Organiser, you are responsible for paying and reimbursing us promptly and fully for any Chargebacks in connection with your Event Proceeds or other payments and for all related credit card association, payment processing, re-presentment, penalty and other fees (together with Chargebacks, “Chargeback Costs”) that we, our Payment Processor Partners, or any of our other partners incur in connection with your Chargebacks.

As your agent, we will use commercially reasonable efforts to manage and dispute Chargebacks on your behalf. You authorize us to do so, and you will cooperate in the Chargebacks re-presentment process.

However, we have no obligation to dispute or represent any Chargebacks that:

• We determine we are more likely than not to lose;
• Should be refunded in accordance with your event refund policy; or
• Should be refunded in accordance with Section 11.3 “Specified Refunds.”

The Payment Scheme Rules (defined below) provide discretion to the Card Schemes and Alternative Payment Frameworks in managing Chargebacks, and if we lose a Chargeback dispute initiated on your behalf, you are still required to reimburse us.

5.5 Payment Scheme Rules.

You must always comply with the rules of the payment networks that you use.

You must comply with the rules and regulations published by the Card Schemes and Alternative Payment Frameworks (collectively, the “Payment Scheme Rules”). Depending on the payment methods that you use with EPP, you may be subject to different Payment Scheme Rules.

The Payment Scheme Rules require, among other things, that you 1) submit only bona fide transactions, 2) limit how you use Card Scheme logos and trademarks and 3) authorize the Card Scheme and its affiliates to use your name, address and URL to show that you participate in the Card Scheme.

The Payment Scheme Rules are publicly available for you to review and may change from time to time. We may also be required to update this Supplier Agreement to reflect changes to the Payment Scheme Rules.

5.6 Commercial Entity Agreements.

If your card-based transactions are large enough, we may require you to enter into an additional agreement.

You may be required to enter into an additional agreement directly with one of our Payment Processor Partners or with the applicable Card Scheme. Typically, this happens if your transactions exceed one hundred thousand dollars ($100,000) with a particular Card Scheme on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a “Commercial Entity Agreement” to which you must agree to continue receiving payouts. If you fail to accept that Commercial Entity Agreement, we may suspend or terminate your account.

Except for any Commercial Entity Agreement applicable to you, and notwithstanding the Paypal agreements, or any other Payment Processor Agreement you may have entered into with our partners or a Card Scheme, you are not a direct party to any agreement between Humanity Circle or any of its Affiliates and any Payment Processor Partner, Card Scheme or Alternative Payment Framework, nor are you a third party beneficiary of any such agreement.

5.7 Roles and Relationships.

When a Consumer makes payment to our payment processors, you must treat the Consumer as if they paid you directly.

Your Obligations to Consumers:  When a Consumer makes a payment (e.g., when they purchase a ticket for an event) and that payment is then processed by one of our Payment Processor Partners, you will treat it the same as if the Consumer paid you directly. This means that you will sell or provide the Consumer all advertised goods and services as if you had received the Event Proceeds directly from the Consumer, regardless of whether you have received or ever receive the Event Proceeds.

Our Role:  We do not and will not provide you with banking, deposit taking, stored value, insurance or any other financial services other than, if you elect EPP, serving as a limited payments agent as described above. Although we may show you a balance of Event Proceeds in your Humanity Circle account, that balance merely reflects the Event Proceeds collected by a third party payment service (if using FPP) or by our Payment Processor Partners (if using EPP). This information does not constitute a deposit or other obligation of Humanity Circle or any Payment Processor Partners to you and is provided for reporting and informational purposes only. You are not entitled to, and have no ownership or other rights in the balance displayed, until applicable funds are paid out to you in accordance with this Merchant Agreement. You are not entitled to any interest or other compensation associated with such funds pending payout, whether processed through FPP or EPP.

We, acting as your agent, are authorized to:

• Hold, retain and pay out Event Proceeds to you using our Payment Processor Partners;
• Transfer or upgrade a Consumer’s ticket or registration (if those transfers are permitted by you in your event registration process);
• Issue refunds to Consumers as set forth in this Merchant Agreement, the Stripe Agreements, and any other Payment Processor Agreement;
• Manage and dispute Chargebacks; and
• Delegate our obligations to certain of our affiliated entities and/or partners within and outside the United States, provided that we remain liable to fulfill our obligations under this Merchant Agreement.

We are not liable for any of your acts or omissions, and any obligation to pay you is conditional on you complying with this Merchant Agreement, the Terms of Service, and Consumers’ actual payment of Event Proceeds.

5.8 Confirmations.

You will honor confirmed orders placed by Consumers through Humanity Circle.

When an order is placed by a Consumer and confirmed through Humanity Circle, we generate a confirmation message and issue a unique confirmation number. You must accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed through the Services. It is your responsibility to verify a Consumer’s confirmation number and/or any event restrictions prior to the applicable event.

5.9 Escheatment.

You could lose rights to your payouts if your payment method on file is not accurate or updated.

Payouts will automatically be made to your payment method on file. If, for some reason, we cannot make a payout to that payment method and you fail to provide an updated, approved payout method for a period of time as set forth in applicable unclaimed property laws (e.g., escheatment), we will escheat the amount, after due notice, to the applicable government authority in accordance with applicable laws.

5.10 Special Payment Terms.

If you use our “layaway” or “pay by invoice” functionalities for your Consumers, the following terms apply to you.

Pay by Invoice, Direct Bank Transfer:  If we determine you are eligible to use our “Pay by Invoice” feature to collect payments from Consumers for Your Humanity Circle Events, any “Pay by Invoice” transaction is exclusively between you and the applicable Consumer. Here is how it works:

• We collect applicable bank information from you and display it on invoices/order confirmations that we deliver to Consumers.
• You are responsible for collecting the payment directly from the Consumer and marking the ticket, registration or other item as “paid” in your Humanity Cirlce account.
• Once a ticket, registration or other item is marked “paid,” we will validate the Consumer’s ticket.
• It is your sole responsibility to provide accurate bank information, collect all amounts due from Consumers, make any necessary refunds, and accurately mark the status of the ticket, registration or other item as either “paid” or “unpaid” in the Organiser Services.
• For EPP users using “Pay by Invoice,” we will deduct Ticketing Fees from your payout. For FPP users, we will provide you with an invoice the following month detailing Ticketing Fees and other amounts owed to Humanity Circle.

Marketing Services#

6.1 General.

Our Marketing Services are a great way to promote your events.

Our Marketing Services include a premium set of marketing tools for Huamnity Circle users and the services that enable Organizers to easily reach and sell to their audiences through the Humanity Circle marketplace, through messaging tools, and across social media platforms. Some of our Marketing Services are further described below, including the Messaging Service, Social Ad Service, and Huamnity Circle Ads Service.

6.2 Messaging Service.

Our Messaging Service allows you to send marketing material via email and direct messaging.

General: Through the use of our Marketing Services, you may be able to send marketing material and other messages (a “Messaging Campaign”) via email, direct messaging services provided by a Social Network (defined below), SMS, and other potential methods (the “Messaging Service”).

Creating a Messaging Campaign: To generate a Messaging Campaign, you will need to enter relevant information (e.g., a product, offer, target audience identifiers) and make other selections within the Messaging Service. Once your Messaging Campaign is delivered or scheduled via the Messaging Service, you may not have the ability to change or modify it. We cannot guarantee that your Messaging Campaign will be delivered to your target audience.

Messaging Service Rules: By accessing or using the Messaging Service, you agree that:

• You have the right and authority to send messages to the email addresses, telephone numbers, and other contact methods on your recipient list, and such addresses and information were gathered in accordance with applicable law, including email, text, and/or other marketing regulations in the recipient’s country of residence;
• Your emails, texts, and other messages do not violate any privacy policy under which the recipient addresses or other information were gathered;
• You will comply with all applicable local, state, provincial, national, and other laws, rules and regulations, including those relating to unsolicited messages and spam (via email, text or otherwise) such as the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act, the Canadian CASL, and the EU GDPR and e-privacy directive;
• You will only use the Messaging Service to advertise, promote, and/or manage Your Humanity Circle Events;
• Your use of the Messaging Service and the content of your emails, texts, and other messages comply with this Merchant Agreement;
• You will not use false or misleading headers or deceptive subject lines in emails sent using the Messaging Service;
• If we send you a Consumer’s request to opt out or modify such Consumer’s email and other messaging preferences, you will respond immediately and in accordance with instructions; and
• You will provide an accessible and unconditional unsubscribe link in every email and other message where one is required, and you will not send any emails or other messages to any recipient who has unsubscribed from your applicable mailing/messaging list.

Consumer Data for your Messaging Campaigns: Your Messaging Campaigns will only be targeted and sent to those Consumers who have agreed and consented to receive messages and Messaging Campaigns from you and you will not identify or attempt to contact any audience for such Messaging Campaigns from which you have not received such agreement and consent. You will only use personal information of Consumers in compliance with applicable laws, and you will only interact with those Consumers who have agreed and consented to such interaction with you.

Bounce and Complaint Rates; Unsubscribe Requests: In addition to other remedies we have, we may limit, suspend, or terminate your access to the Messaging Service if your use of the Messaging Service results in bounce rates, complaint rates, or unsubscribe requests in excess of industry standards, or if your emails, texts, or other messages cause disruption to the Services.

6.3 Social Sharing.

Publish ads for your events on third-party Social Networks using our social sharing.

You can use the social sharing feature to provide relevant parties with the events you are providing. They must not be used to spam, harass or intimidate the users of such social networks. Doing so risks the removal of you ability to provide events on Humanity Circle. You are responsible for the effects of such sharing actions.

6.4 Promotions and Promotional Emails.

You are responsible for providing rules and complying with applicable law when organising Promotions.

Official Rules: If you are organizing a sweepstakes, contest, skill or chance based game, marketing campaign, promotional offering, or other promotion (a “Promotion”) via the Humanity Circle Services, you are solely responsible for running the Promotion, and for any and all liabilities that arise from such Promotion. You will do the following in connection with your Promotions:

• Provide the contestants and participants with the official rules of the Promotion (“Official Rules”) and adhere to such Official Rules in conducting the Promotion; and
• Comply with all applicable rules, regulations and laws relating to such Promotions (including those that apply to the CAN SPAM Act and rules and regulations governing sweepstakes, contests and other skill and chance based games).

Disclaimer for Suggested Official Rules: Any suggested official rules you may receive from us are provided “as is,” for illustrative purposes only. Accordingly, if you organize a Promotion using any suggested official rules you receive from us, you do so at your own risk, and we are not responsible for any liability that arises from such Promotion or your use of the suggested official rules. Ensuring that a Promotion and its Official Rules comply with all applicable rules, regulations and laws is your responsibility and we recommend that you have an attorney review any Official Rules before starting any Promotion.

6.5 Third Party Integration.

You must follow the rules of any third-party platforms that you interact with when using our Marketing Services. We are not responsible for issues arising from your use of such platforms.

Third Party Accounts: To access certain features of the Marketing Services such as the Social Sharing Service, you may be required to create an account with Facebook, LinkedIn, or another relevant third party platform (each, a “Third Party Account”) and connect your Third Party Accounts with your Humanity Circle account. If you connect your Third Party Accounts with your Humanity Circle account, or if you create an Humanity Circle account using a Third Party Account, we will extract from your Third Party Accounts certain personal information such as your name, location information, and other general information that your privacy settings on the applicable Third Party Accounts permit us to access. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users.

Third Party Terms: You will ensure that each Social Sharing and Messaging Campaign complies with this Supplier Agreement, third-party platform guidelines and terms, and all applicable laws and regulations. If we determine that a particular Social Ad or Messaging Campaign is inappropriate or in violation of the third-party platform guidelines or terms, then upon our request, you will block or withdraw such Social Sharing or Messaging Campaign. We may refuse to serve any Social Sharing or Messaging Campaign at any time and for any reason. You are solely responsible for complying with the terms, guidelines, and policies of third-party platforms in connection with the use of our Marketing Services.

Social Network Errors: We are not responsible for any of your Social Sharing or Messaging Campaigns, or for any issues that may arise in connection with your use of or interaction with a Social Network. We have no obligation to provide any technical or other support related to issues you may experience with a Social Network.

Third Party Platform Pages: If you use any Facebook merchant services (including the Buy Button feature) or other third party services in connection with the Marketing Services or the sale of tickets for Your Humanity Circle Events, you will not post or authorize to be posted Your Humanity Circle Events to any Facebook page or other third party service page that you do not manage.

Third Party Content: In using the Marketing Services, you may elect to use certain content provided by third parties (including, for instance, text generated by Chat GPT-3, in which case you will be subject to Open AI’s Terms of Use) (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and will have no responsibility for Third Party Content, including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You are responsible for reviewing and editing any Third Party Content prior to publishing, and for complying with any separate terms and conditions that apply to the Third Party Content and all policies of the platforms where the Third Party Content will be published.

6.6 Consumer and Marketing Data.

We may collect Consumer Data and Marketing Data in connection with your use of the Marketing Services.

Consumer Data: As used in this Merchant Agreement, “Consumer Data” means the data about Consumers (including any Consumer’s personally identifiable information) that you input or submit to the Marketing Services directly or by providing us with access to your Third Party Accounts.

In order to use any user targeting features of the Marketing Services, including the Messaging Service or Social Sharing Service, subject to compliance with applicable law and terms and conditions governing use of your products and services, you will need to provide us with access to your Consumer Data either directly by delivering the Consumer Data to us or by giving us access to such data through your Third Party Accounts. In order for us to retrieve your Consumer Data from your Third Party Accounts, you will provide us with the requisite security permissions, software interfaces to your business applications on such Third Party Accounts, and any other information requested by us. We are not responsible or liable for any Third Party Accounts or any products or services (including Consumer Data) accessed from such Third Party Accounts on your behalf.

Only you determine what Consumer Data (including any personally identifiable information) is received and stored by us via your use of the Marketing Services. You will comply with all laws applicable to your information collection, use and sharing practices, including relating to your use of the Marketing Services, and you agree to obtain any consents from Consumers as may be required by applicable law.

Through use of our Marketing Services, Consumers may be able to access and interact with you. You will be able to engage with Consumers privately through the use of the Marketing Services, as well as through external media such as email, social media, mobile devices, and any other methods if Consumers have interacted on your page or have subscribed or followed you via Third Party Accounts or through interacting with Your Content. We are not responsible for and accept no liability in relation to private communication and sharing of information between you and any Consumer, including via media external to the Site and Marketing Services.

Marketing Data: “Marketing Data” means the statistical, analytical or other data developed or created by or for Humanity Circle, based upon the Consumer Data and other internal and external data collected by us. Marketing Data will not include any personally identifiable information of any Consumer. For example, Marketing Data includes aggregated organization of Consumer Data that is representative of a certain population, demographic representation of your and other Organizers’ Consumers, and reports summarizing usage behavior of different Consumer groups. We exclusively own all rights, title and interest in and to the Marketing Data (including all intellectual property rights) and will use the Marketing Data in any manner we see fit. You will have no rights in or to, nor access or use of, the Marketing Data, other than as required for your use of the Marketing Services as provided in this Merchant Agreement.

6.7 Termination Rights.

We reserve the right to take down your promotional materials and/or revoke your access to the Marketing Services if we believe you have violated our terms or policies.

In addition to other remedies and termination rights available to us, we may terminate any Marketing Services, including any Messaging Campaign, Social Sharing, Insertion Order (defined below), Promotion, or portion thereof, if we believe that it violates this Supplier Agreement, our Terms of Service, our Community Guidelines, or any other applicable terms or policies, or for any other reason, with or without notice to you.

Humanity Circle Ads#

7.1 Definitions.

Publish Featured Content on our Content Channels using the Humanity Circle Ads Service.

“Humanity Circle Ads Service” means our incorporation, display, and publication of Featured Content in Content Channels (defined below) (“Placement”), in the manner specified by you when purchasing the Humanity Circle Ads Service through the Humanity Circle Ads tool available on the Humanity Circle Site (“Huamnity Circle Ads Tool”), or as otherwise mutually agreed upon by us and you in writing. For clarity, the Humanity Circle Ads Service is included in the definition of Marketing Services.

Subscriptions and Flex Plans#

8.1 Packages.

We offer our Organiser Services through Subscriptions and Flex Plans, sometimes referred to as our “Packages.”

We may offer certain Organiser Services through various packages and plans, including through Subscriptions and Flex Plans, each as defined below (individually and collectively, “Packages”). We may modify, replace, or discontinue any Packages, in whole or in part, at any time. We will notify you of any such changes to the extent required by law. If you or Your Humanity Circle Events exceed the restrictions or limitations set forth in your Package, we may require you to upgrade your Package and/or pay additional Humanity Circle Fees. All invoices issued to you in connection with the Organiser Services, including for any Flex Plans or Subscriptions, are due and payable upon delivery of the invoice unless otherwise indicated on the invoice. Our failure to timely issue an invoice will not relieve you of any payment obligations.

8.2 Subscriptions.

You may simplify your budget and planning by utilizing our Subscription Services.

You may be required to purchase an annual or monthly subscription (“Subscription,” sometimes referred to as a “Pro Plan”) in order to access certain features of the Organiser Services (the “Subscription Services”). If you elect to purchase an annual or monthly Subscription, you will be charged an annual or monthly Subscription fee (“Subscription Fee”) at the beginning of your Subscription and each year or month thereafter, respectively, in advance of the applicable billing period and at the then-current rate. Subscription Fees are available on our Site.

If you elect to purchase an annual Subscription, we (or our Payment Processor Partners) will automatically charge you on the anniversary of the commencement of your Subscription using the Payment Information (as defined below) you have provided. If you elect to purchase a monthly Subscription, we (or our Payment Processor Partners) will automatically charge you each month, on the calendar day corresponding to the commencement of your Subscription, using the Payment Information you have provided. In the event your Subscription began on a day not contained in a given month, your payment method will be charged on a different day in the applicable month or such other day as we deem appropriate. For example, if you started your Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We reserve the right to elect to deduct Subscription Fees from your Event Proceeds. In such instances, you will still be required to pay any additional charges that we bill to you in connection with your Subscription(s).

Your Subscription has recurring payment features and you are responsible for all recurring payment obligations prior to cancellation of your Subscription by you or us. We may also periodically authorize your payment method in anticipation of applicable fees or related charges. Your Subscription continues until canceled by you or we terminate your access to or use of the Organizer Services or the Subscription in accordance with this Merchant Agreement or the Terms of Service.

We may offer a paid Subscription or other Organiser Services on a free trial basis (“Free Trial”) for a specified period of time. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup and/or in the promotional materials describing the Free Trial and your use of the Free Trial is subject to your compliance with such specific terms. Free Trials may not be combined with any other offer. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously accessed the Subscription or other Organizer Services for which the Free Trial is being offered. When you agree to a Free Trial for a Subscription, you are also agreeing to sign up for a paid Subscription as described above and, consequently, unless you cancel your Subscription prior to the end of your Free Trial, we (or our Payment Processor Partners) will begin charging your payment method on a recurring basis for the Subscription Fee (where applicable, including taxes and any other applicable charges) until you cancel your Subscription. Instructions for canceling your Subscription are below in the “Canceling Subscriptions” section. We reserve the right to modify or terminate Free Trials at any time, without notice and in our sole discretion.

• 8.2.1 Canceling Subscriptions. Here’s how to cancel a Subscription if it’s not the right fit. You may cancel your Subscription at any time. Please note, however, that all sales are final. You will not receive a refund of any portion of the Subscription Fee paid for the then current Subscription period at the time of cancellation unless otherwise required by law. To cancel, you can either (i) initiate a cancellation through your Humanity Circle account settings, or (ii) contact our support team through our Help Center and follow instructions, if any, we provide to you in response to your cancellation request. You will be responsible for all Subscription Fees (where applicable, including taxes and any other applicable charges) incurred for the then-current Subscription period. To avoid being charged for a Subscription renewal, you must cancel your Subscription at least one day prior to the Subscription renewal date. If you cancel, we will allow you to access the Subscription Services until the end of the latest Subscription period for which you have fully paid, and then will terminate your access to the Subscription Services. Canceling your Subscription won’t cancel your Humanity Circle account. See the Terms of Service for information on deleting your Humanity Circle account.

8.3 Flex Plans.

Our Flex Plans offer you the flexibility to pay for our Organizer Services on a usage or per-event basis.

We may offer certain Organizer Services without a Subscription on a usage basis and/or per-event basis (“Flex Plans”). Pricing for Flex Plans is available on our Site and subject to change, and will vary depending on the specific Flex Plan you choose.

We may allow Humanity Circle Fees for Flex Plans to be paid from your Event Proceeds, in which case they will be deducted along with other Humanity Circle Fees prior to paying out your Event Proceeds. In such instances, if your Event Proceeds are insufficient to cover all of the Humanity Circle Fees for Flex Plans, the remaining balance will become immediately due and payable, and the charge will remain on your Humanity Circlee account until paid.

We may also charge you at the time of your purchase of the Flex Plans, or we may invoice you after your purchase.

8.4 Payment Information.

Don’t forget to keep your Payment Information up-to-date.

When you purchase Organiser Services, we may ask you to supply relevant information including your credit card number, the expiration date of your credit card and your billing address (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You authorize us to provide your Payment Information to third parties so we can complete your transaction and to charge your payment method for the transaction you have initiated. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). You are solely responsible for providing complete and accurate Payment Information and keeping it up-to-date at all times.

Fees, Deductions, and Reserves.#

9.1 Fees.

Here’s an overview of the fees we charge.

Humanity Circle Fees: You must pay us all applicable fees for the Organiser Services (the “Humanity Circle Fees”), which include the following:

• “Ticketing Fees” are the transactional service fees and payment processing fees (including the Humanity Circle Payment Processing Fee, if applicable) we charge for the Ticketing Services. While Ticketing Fees may be passed down to your Consumers, you are ultimately and solely responsible for the payment of all Ticketing Fees related to Your Humanity Circle Events. While we determine the Ticketing Fees, you are solely responsible for setting prices for tickets, registrations, and other items for Your Humanity Circle Events. Unless we agree otherwise, you must not prefer that Consumers use one form or method of payment over another, and you must not charge Consumers additional fees or other amounts in connection with one payment method where you do not charge Consumers those fees or other amounts for all payment methods.
• “Organiser Fees” are the fees we charge in connection with your use of our Packages, including Subscription Fees and Flex Plans fees. Organiser Fees cover the listing and publishing of Your Humanity Circle Events on our platform, and your access to certain Marketing Services (not including Ad Spend, defined below).
• “Ad Spend” refers to the budget allocated for your ad campaigns when using the Social Ad Service or Humanity Circle Ads Service. You are solely responsible for all Ad Spend, and Ad Spend is billed separately and not included in the Organiser Fees.
• We may also charge or invoice you for any Marketing and Operational Services that are not included in the Organiser Fees.

Current Ticketing Fees can be found in our Help Center on our Pricing page.

Consumer Fees: We may charge various fees to Consumers, separately from Humanity Circle Fees, that are not passed on to you, related to ticket, registration, and other item sales, processing, handling, and/or access to various Humanity Circle content and services (“Consumer Fees”). In the event we charge Consumer Fees, we determine how to set and assess Consumer Fees and the refund policy applicable to Consumer Fees. We are not required to disclose Consumer Fees to you, and we may change Consumer Fees at any time.

Research Fees: We may also charge you, at standard and reasonable rates, for (i) research costs and/or legal fees that we incur in order to respond to any third party or government subpoena, levy or garnishment on your account; and (ii) research and activities that are necessary for us to verify and execute any change of payee (collectively, “Research Fees”).

Delays and Omissions:  We strive to inform you in a timely manner of amounts due, but our failure to do so will not relieve you of your payment obligations  If we fail to send a timely invoice, you are still responsible for your payment obligations. If we omit in a statement or invoice a payment that you owe to us or any third party, it will not constitute a waiver of the right to that payment. You will still owe that payment and we may include it in a subsequent statement or invoice.

Taxes: For clarity, you are also ultimately and solely responsible for any applicable Taxes (described in Section 12 “Taxes”). Taxes vary by jurisdiction and currency and may change from time to time with respect to transactions that occur following the change.

9.2 Deductions, Setoffs, and Reserves.

We have the right to reserve and/or offset payout amounts in certain situations.

Deductions and Setoffs: Without limiting Section 9.1 above, we will deduct from the Event Proceeds Ticketing Fees and any other Humanity Circle Fees that we may allow to be deducted from your Event Proceeds, and all applicable Taxes. Additionally, we may deduct all other deductions authorized under this Supplier Agreement and we may set off for any outstanding debts, fees, or other amounts that you or any of your Affiliates owe to us under this Merchant Agreement or any other agreement between or among you and/or any of your Affiliates and us and/or any of our Affiliates (“Affiliated Agreement”), including Chargeback Costs, refunds, returns, discounts, credits, Research Fees, reserves, and customer complaints costs (“Other Deductions and Setoffs”). We are not liable to you for any claims resulting from our decision to make Other Deductions and Setoffs. You will only be entitled to payments of the Event Proceeds after these deductions have been made.

For clarity, we may exercise our setoff rights against payouts related or unrelated to the amount owed. If the exercise of our setoff right does not fully cover the amount of funds that you or any of your Affiliates owe to us under this Supplier Agreement or any Affiliated Agreement, then that amount of funds will be deemed due and owing to us until you have fully satisfied the amount and, in this case, we may collect the amount pursuant to Section 16 “Non-Exclusive Remedies and Collections.”

We may also deduct from your Event Proceeds as required by law, including Section 9-406 of the Uniform Commercial Code and garnishment orders. In addition, we may block, reject, freeze, or turn over to law enforcement agencies any portion of payments involving the Humanity Cirlce Properties that are made to you, owed by you, or otherwise involve you as permitted and/or required by applicable laws and regulations.

Reserves:  We reserve the right to retain all or a certain percentage of Event Proceeds and any other fees for Services that we provide to you or any of your Affiliates (with such percentage being determined by us) to fund a reserve:

• At any time we determine is necessary based upon the level (or expected level) of refunds, disputed charges, Chargebacks, customer complaints, allegations of fraud, or changes in your credit profile or the relevant event(s)’ risk profile(s); and
• As otherwise necessary to secure the performance of your or any of your Affiliates’ obligations under this Supplier Agreement or any Affiliated Agreement, or to protect us against illegal, fraudulent, or improper activity.

Our right to hold a reserve will continue following the completion of your applicable event(s) and until either:

• You and your Affiliates have discharged all obligations under this Supplier Agreement and any Affiliated Agreement and the applicable periods for refunds, disputed charges, Chargebacks, and complaints have passed; or
• You and your Affiliates have otherwise provided us with adequate security (as determined by us) for your and your Affiliates’ obligations under this Supplier Agreement and any other Affiliated Agreement, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.

We may use any amounts that we hold in reserve to set-off amounts that you or your Affiliates owe us, as detailed above under “Deductions and Setoffs.”

Payouts Before Your Event.#

10.1 Scheduled Payouts.

If we pay you before your event occurs, we can recover those amounts when needed.

 

10.2 Instant Payouts.

In some instances, we may be able to offer same-day payouts.

We determine eligibility for Instant Payouts in our sole discretion and may revoke access to Instant Payouts at any time with or without notice to you. Instant Payouts are subject to additional Humanity Circle Fees, which will be disclosed prior to completing your transaction. We are not responsible for any delay, error, or failure in making an Instant Payout that is due to (i) your bank, our Payment Processor Partners, or any other third-party service providers, (ii) your failure to provide accurate and complete information, or (iii) circumstances which require us to complete an additional review of your Humanity Circle account prior to issuing the Instant Payout (for example, if there are unpaid charges on your account, or Your Humanity Circle Events are at risk of refunds, Chargebacks, or customer complaints). For certain recipient banks, some Instant Payouts may take longer to be credited to the relevant bank account.

10.3 Cancelations; Nonperformance.

You are not entitled to payments in connection with canceled events.

We and our Payment Processor Partners are not required to make payments to you for any event that has been, or we believe is at risk of being, a Canceled Event (as defined in Section 11.3 “Specified Refunds”). If we choose to issue full or partial payment to you for a Canceled Event, you will be fully responsible for refund requests and Chargeback Costs.

Refunds#

11.1 Handling Refunds, Disputes, and Fake Tickets.

It is your obligation to handle refunds and settle refund disputes. We are not responsible for fake tickets.

All sales are ultimately made by you, and the Consumers are your customers. You are responsible for the funding and processing of refunds. Regardless of what payment method is selected, all disputes regarding refunds are between you and your Consumers. In the event of a dispute, we may try to mediate, but ultimately it is your obligation to settle the dispute. For EPP transactions, we still have the right to make Specified Refunds (defined in the Organiser Refund Policy Requirements) on your behalf and at your expense.

Further, you are the only one responsible for making sure that your events are ticketed correctly, and that only valid tickets are accepted. We are not responsible for any fake or invalid tickets, or any costs associated with your decision to accept or reject tickets.

11.2 Refund Policy.

You must have a refund policy that complies with our Organiser Refund Policy Requirements.

You must set a refund policy and communicate it to Consumers for each event. You must make sure that your refund policy complies with the Organiser Refund Policy Requirements, which are incorporated into this Supplier Agreement. You must apply your refund policy in compliance with those Requirements and this Supplier Agreement.

11.3 Specified Refunds.

Even if you have a “no refunds” policy, sometimes we have to make an exception.

Even if you post a “no refunds” policy, you are required to make refunds in accordance with our Organiser Refund Policy Requirements. As a limited payments agent, we are permitted to make Specified Refunds on your behalf. We may use funds in your account, from related or unrelated events or otherwise, to make Specified Refunds.

11.4 Reimbursement by You.

You owe us for the refunds we make to your Consumers.

You must promptly and fully reimburse us upon demand for refunds, including Specified Refunds, that we make to your Consumers, except to the extent that the necessity for such refunds is caused by our negligence or willful misconduct. If you received Scheduled Payouts for an event that is subject to Specified Refunds, you must promptly refund to a payment address designated by us all of the advanced payments so that we can issue refunds.

Chargebacks will result in losses to us in excess of the amount of the underlying transaction. By refunding transactions in advance of a Chargeback, we are mitigating Chargeback losses and/or our damages from your breach of this Supplier Agreement, and you are still obligated to reimburse us for these refunds.

If you do not remit funds to us that are sufficient to cover Specified Refunds, then the amount of such funds shortfall will become due and owing from you to us until you have satisfied the amount in full and such amounts are also subject to the provisions of Section 9.2 “Deductions, Setoffs, and Reserves” and Section 16 “Non-Exclusive Remedies and Collections.” As a reminder, Humanity Circle has offset rights that we can apply to payouts for related and unrelated events to recover the amounts you owe.

11.5 Humanity Circle Fees.

Humanity Circle Fees are typically nonrefundable.

Humanity Circle Fees: Except to the extent otherwise required by law, Humanity Circle Fees for our Organiser Services, including Flex Plans, Subscriptions and the, are non-refundable, regardless of the cancellation, postponement, or performance of Your Humanity Circle Events, and regardless of whether we remove or reject any of your Messaging Campaigns, Social Ads, Featured Content, Promotions, Your Humanity CircleEvents, or otherwise limit, suspend, or terminate your access to the Organiser Services in accordance with this Merchant Agreement and/or the Terms of Service. Our policies about refunds of Humanity Circle Fees may evolve over time.

Ticketing Fees: We have the right to decline to refund Ticketing Fees. If we decline to refund Ticketing Fees to your Consumer(s), we may give you the option to cover that part of the refund yourself. In certain cases, we may refund all or a portion of Ticketing Fees as part of a refund transaction. In that case, we have the right to require you to reimburse us for the refunded Ticketing Fees.

Subscriptions and Flex Plans: You will not be refunded in connection with a downgrade or other change to your Package unless otherwise required by law.

Citizens of the European Union and United Kingdom may be entitled to a refund for certain Subscription Services or Flex Plans during the 14 days after initially receiving access to such Subscription Services or Flex Plans. This 14-day period includes any Free Trial period. For example, if you signed up for a Free Trial of 14 days or more, no refund would be available under this Section because the 14-day period begins on the first day of your Free Trial.

If we determine that you are eligible for a refund for certain Subscription Services or Flex Plans, we may require you to unpublish Your Humanity Circle Events for which you used our Organiser Services and refund those Consumers before you receive a refund from us. Any refunds from us may be reduced pro-rata to reflect your use of the Organiser Services prior to the refund.

11.6 Process for Refunds.

Refunds must follow the process below.

Refunds Are Your Responsibility:  Even though features of our Services may enable you to process refunds through the Humanity Circle Properties, you have sole responsibility for all refunds to Consumers associated with your event.

Primary Refund Sources:  You will issue refunds to Consumers either by using backup funding sources within the Humanity Circle Properties (including adding funds to the event balance or using your credit card) or remitting funds due for refunds back to us so that we can process refunds on your behalf.

Alternative Refund Sources:  If we are unable to process a refund on your behalf for any reason (for example, the Consumer’s payment card account cannot accept the refund), we will not process the refund through the Humanity Circle Properties and you will have sole responsibility for meeting your refund obligations under this Merchant Agreement and your refund policy. In such cases, you may refund through cash or check or through a method described below under “Credits and Alternative Accommodations.”

Payment Processing Deadlines for Refunds; Manual Refunds:  For EPP transactions, you refund Consumers directly through the Services within certain windows permitted by our Payment Processor Partners. If the refund is outside such windows, then it will need to be processed manually by us or by you. We may determine to not process any refunds that are manual, in which case you must process them directly.

Our Deadlines for Refunds:  We reserve the right to set a time period for receiving refund requests for specified reasons. After that time period, we can decline to process refund requests through the Humanity Circle Properties. We may allow you to refuse refunds for a Canceled Event or other specified reason when the refund requests are received after that period; however, you are still responsible for all Chargeback Costs and refund disputes.

No Offline Refunds:  Unless otherwise instructed by us, no refunds will be made outside of the Humanity Circle platform (e.g. offline).

No Misuse of Refunds:  EPP refund transactions may only be used for bona fide event refunds, and not for other activity such as money transfers, including cash advance transactions.

Refunds Processed by Humanity Circle:  If you choose to remit funds back to us so that we can process refunds on your behalf, to the extent we are able to do so, you must remit funds to us that are sufficient to cover refunds due to Consumers within 5 days of the event cancelation, event nonperformance, or the other reason for the Specified Refunds.

Notification to Consumers:  You must notify Consumers through the Humanity Circle Emails to Attendees tool of the event cancellation or nonperformance as soon as reasonably possible and prior to the event start time.

Consumer Contact:  You will be the main point of contact for Consumers with refund requests, and you will instruct the Consumers to not contact us with refund requests. Unless you have a No Refunds policy, you will allow Consumers to request a refund through the Humanity Circle platform in accordance with the policy you select. If you cannot enable refund requests through the Humanity Circle platform because you have a No Refunds policy, then in the event that circumstances necessitate providing refunds (e.g. Specified Refunds), you will provide clear instructions and accurate contact information to Consumers so that Consumers can make refund requests. Per Humanity Circle’s Organiser Refund Requirements, you will respond to all refund requests within a maximum of 5 business days.

Multi-Day Events:  If you perform only part of a multi-day event, then you must refund a pro-rata portion of the purchase price of each multi-day ticket based on the portion of the multi-day event that was canceled or not performed. For example, if you sell a 3-day ticket to a festival for $150, and cancel 1 day of the festival, you must provide a $50 refund to Consumers for the canceled day.

Credits and Alternative Accommodations:  If you are offering Consumers a credit or other accommodation to “make good” on your obligations instead of a purchase price refund and/or in the event of an inability to complete a purchase price refund, then (A) such credit or other accommodation must be of equal or greater value to the value of the ticket for the event, and (B) such value and all terms applicable to such credit or other accommodation (including the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law) must be clearly communicated to the Consumers. You are solely responsible for issuing any credit or other accommodation. You are solely responsible for compliance with all applicable local, state, provincial, national and other laws, rules and regulations. You will be fully liable for the Chargeback Costs even if a credit, accommodation, or “other make good” refund is given and/or even if it is provided because a purchase price refund could not be completed. If you fail for any reason to honor a credit or other accommodation, including by failing to hold the related event(s), we may exercise all rights under this Merchant Agreement, including the right to issue refunds to impacted Consumer(s) (to the extent we are able to do so) and to collect such sums directly from you.

Credits when Using EPP:  This subsection applies to credits offered to Consumers who purchased through EPP transactions. Any funds associated with a credit that is usable only for your future events will be processed by us in the same manner as a refund from your account. We will process the credit on your behalf as part of the final settlement of the event when the credit is used, as described in the terms for EPP. A credit is “used” once the Consumer either attends the relevant concluded event or fails to attend the relevant concluded event. However, if you have established a redemption period and the credit is not used during the redemption period, the credit will be applied to your account and settled with your next scheduled payout, as long as you offered a substitute event that was ticketed and completed during the established period.

Taxes#

In most cases, you are responsible for collecting and remitting all taxes to the appropriate governmental authorities. We have the ability to request information and withhold taxes from you in certain instances.

12.1 Your Tax Responsibility.

You are solely responsible for determining which, if any, sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Organiser Services and to sales you make using the Organizer Services. It is your sole responsibility to, and you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”).

We do not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) that we provide to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes and we are under no obligation to provide such Tax Tools to you. Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors. You release us from any and all liability with respect to your use of the Tax Tools. None of the Tax Tools should be considered legal or tax advice.

If you do collect Taxes and use Humanity Circle Payment Processing, then subject to Sections 12.2, 12.3, and 12.4, we will pay such amounts to you at the same time as the applicable Event Proceeds. You are responsible for remitting all such Taxes to the appropriate Tax Authorities including, where applicable, the reporting thereof. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any applicable Taxes. If a Tax Authority requires us to pay any Taxes attributable to your use of the Organiser Services or to sales that you make using the Organizer Services, you must promptly and fully reimburse us for such Taxes upon demand, plus all associated costs, penalties, interest and expenses.

12.2 Request for Information.

Despite what is stated in Section 12.1, we may, in certain jurisdictions, be required to collect and remit Taxes relating to your sales of tickets, registrations, or other items that are made using the Organiser Services. To determine whether we must collect any Taxes on your behalf, we may request certain information when you create an event using the Organiser Services. Such information may relate to your tax exempt status, the nature of your event and/or other similar information. If we request such information, you represent and warrant that the information you provide is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any information you provide through the Humanity Circle Properties. If a Tax Authority requires us to pay any Taxes attributable to your event as a result of the information you provided us being incorrect, you must promptly and fully reimburse us for such Taxes upon demand and all associated costs, penalties, interest and expenses.

12.3 Collection by Humanity Circle.

Despite what is stated in Section 12.1, we may, in certain jurisdictions, be required to collect and remit Taxes on Humanity Circle Fees and/or Humanity Circle Payment Processing Fees to the Tax Authorities. In such jurisdictions, we will collect from you Taxes on Humanity Circle Fees, and you must pay such Taxes. We may, at our sole election, invoice you for Taxes on Humanity Circle Fees or withhold (from amounts we would otherwise pay to you) the amount of Taxes on Humanity Circle Fees. With the exception of Taxes on Humanity Circle Fees that we collect from you pursuant to this paragraph and Taxes collected and remitted pursuant to Section 12.2, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services including, where applicable, the reporting thereof.

12.4 Obligation to Tay Taxes.

We are required to collect Taxes from you on the Humanity Circle Fees for paid tickets, registrations, and other items sold on or through the Site if you reside in a jurisdiction in which we collect Taxes on Humanity Circle Fees where a Tax Identification Number (“Tax ID”) has not been provided to us by you as the customer; and we are required to remit and report any such Taxes collected to the Tax Authorities.

Where you provide us with your Tax ID, we will not collect Taxes on the Humanity Circle Fees where this complies with local requirements in the jurisdiction in which you reside. It is your sole responsibility to make sure that the Tax ID you provide to us (if any) is accurate, complete and properly formatted. Please be aware that falsification or misrepresentation of information to evade payment of Taxes may result in fines and/or criminal prosecution. You must promptly and fully reimburse us for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a Tax ID on the Site.

However, in the European Union and the United Kingdom, in respect of certain products (e.g., our Pro Plan) where alternative reasonable evidence of you being in business is available, Taxes will not be charged in the absence of a valid Tax ID.

In the interest of clarity, in certain jurisdictions, we do not collect and remit Taxes on the Humanity Circle Payment Processing Fee or on the price of the tickets, registrations, and other items you sell on or through the Site.

12.5 TAX Reporting.

In addition, if there nay further requirements by governmental regulations we may provide details on request.

12.6 Right to Withhold.

We reserve the right to withhold the payment of any amounts that we owe to you and pay such amounts as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by us, or to seek later payment from you of any amounts of Taxes uncollected and unremitted that are related to your events.

Warranty Disclaimers#

13.1

THE ORGANISER SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE ORGANIZER SERVICES OR THE RESULTS OF THE ORGANIZER SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE USEFULNESS OR THE CAPABILITY OF THE ORGANIZER SERVICES TO MARKET AND PROMOTE YOU OR ANY OTHER PERSON OR YOUR HUMANITY CIRCLE EVENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE HAVE NO RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIM ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT WE REQUIRE TO PROVIDE THE ORGANIZER SERVICES OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE ORGANIZER SERVICES.

13.2

UNLESS OTHERWISE EXPRESSLY STATED IN THE HUMANITY CIRCLE TOOL, THE SERVICE DOES NOT INCLUDE ANY GUARANTEED NUMBER OF IMPRESSIONS, CLICKS, SALES, LEADS GENERATED, OR LEADS CLOSED. WE DO NOT GUARANTEE THAT THE NUMBER OF AD IMPRESSIONS, CLICKS OR CONVERSIONS WILL EQUAL OR APPROXIMATE THE NUMBER OF INDIVIDUALS WHO PURCHASE TICKETS OR ATTEND THE EVENT.

13.3

Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of liability for, loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.

Indemnification and Limitation of Liability#

14.1 Indemnification.

In addition to any other indemnification obligations you may have (including those in the Terms of Service), you agree to defend, indemnify, and hold harmless the Humanity Circle Released Parties from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including reasonable attorneys’ and accounting fees) resulting from any Claim relating to or arising out of:

• Your breach of this Supplier Agreement or unauthorized use of the Organiser Services;
• Your unlawful use of the Organiser Services, including but not limited to your failure to comply with laws relating to unsolicited messages and spam, via email, text or otherwise;
• Your Featured Content or the display of your Featured Content in the Content Channels;
• The Offerings which are the subject of Featured Content (including any warranty, liability, misrepresentation or false advertising);
• An Offering being materially not as described;
• Personal injury, property damage, or other damages or losses which are based upon or arise out of your Offerings;
• Your Promotion(s);
• Your use of any Third Party Content; and/or
• Your or our access or use of any Consumer Data from any of your Third Party Accounts.

14.2 Limitation of Liability.

HUMANITY CIRCLES’S TOTAL LIABILITY UNDER THIS SUPPLIER AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE HUMANITY CIRLCE’S FEES (NET OF ANY HUMANITY CIRCLE PAYMENT PROCESSING FEES AND ANY AMOUNTS PAID TO ANY FULFILLMENT PARTNER) PAID TO HUMANITY CIRCLE BY YOU FOR THE ORGANISER SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO THE LIABILITY. IN NO EVENT WILL HUMANITY CIRCLE, OR ANY  FULFILLMENT PARTNER, BE LIABLE UNDER THIS MERCHANT AGREEMENT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) RELATED TO THIS SUPPLIER AGREEMENT OR THE USE OR QUALITY OF THE ORGANISER SERVICES, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT HUMANITY CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SUPPLIER AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Representations and Warranties.#

15.1 Authority.

You promise that you have the authority to agree to these terms.

In addition to the representations and warranties throughout this Supplier Agreement, you represent and warrant to us, on behalf of yourself and the entity you represent (if applicable), that:

• The entity you represent is properly organized and in good standing under applicable laws;
• You have all the power and authority necessary to enter into this Supplier Agreement and to fulfill your obligations;
• Entering into and performing under this Supplier Agreement will not cause you to breach any laws, rules, court orders, or other agreements that you must follow; and
• You have the full authority and legal power to bind the entity you represent to this Supplier Agreement.

Non-Exclusive Remedies and Collections.#

16.1 Non-Exclusive Remedies.

We charge interest on overdue amounts and may withhold your payouts and/or invoice you for such amounts.

Interest on Overdue Amounts:  Overdue amounts that you owe under this Supplier Agreement or any Affiliated Agreement will bear interest calculated from the due date until paid in full, at a rate equal to the lesser of:

• One percent (1%) per month, compounded monthly; or
• The maximum amount permitted by applicable law.

Setoffs and Invoices:  If you owe us any amounts under this Supplier Agreement or any Affiliated Agreement, we may, to the extent allowed by applicable law:

• Withhold and/or set-off any amounts that we would otherwise pay to you (as described in Section 9.2 “Deductions, Setoffs, and Reserves”); and/or
• Send an invoice to you for overdue amounts, to the extent that the amount we could withhold is insufficient to cover the amounts you owe us, in which case you will pay the invoice within thirty (30) days after the date of the invoice.

Non-Exclusive:  Our rights and remedies in this Merchant Agreement are non-exclusive (that is, our remedies are cumulative and any can be exercised by us in addition to, and do not prevent us from exercising, any other rights or remedies available to us now or in the future under law, this Merchant Agreement, any Affiliated Agreements, other agreements, or otherwise). Our failure or delay in enforcing or exercising any right, remedy or provision of this Merchant Agreement will not be considered a waiver of those rights.

16.2 Collections; Costs of Recovery.

You will reimburse us for the costs of collecting overdue amounts from you.

We have the right to pursue collection of any late and unpaid amounts due to us if such amounts are not paid within thirty (30) days after the date of the invoice. We have the right to send you collection notices; sending such a notice will not be a requirement for taking legal or other action to collect overdue sums. In addition, you must promptly reimburse us upon demand for all out-of-pocket costs (including reasonable attorneys’ fees and costs) incurred by us in collecting overdue amounts or any other amounts that you owe under this Supplier Agreement or any Affiliated Agreement. If we must seek recovery of past due amounts and associated fees and costs, we have the right to pursue unpaid amounts through judicial proceedings, and such actions will not be arbitrated regardless of any arbitration provisions in the Terms of Service.

Miscellaneous#

17.1 Interpretation.

The headings and subheadings throughout this Merchant Agreement, including the bolded, boxed text following each, are for convenience only and will not restrict or affect any provisions, and are not legal guidance. When we say Humanity Circle “may,” has the right, is permitted, is authorized, or is allowed to do something in this Supplier Agreement, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under this Supplier Agreement may be made by us in our sole discretion. As used in this Merchant Agreement, “including” means “including, but not limited to.” When this Merchant Agreement says that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. Your obligations, duties, warranties, representations, releases, and waivers throughout this Supplier Agreement are also the obligations, duties, warranties, representations, releases, and waivers of your Affiliates. Any remedies available to us under this Merchant Agreement may also be applied by us against your Affiliates.

17.2 Entire Agreement.

Except as otherwise set forth herein, this Supplier Agreement, along with the Terms of Service and Privacy Policy, constitute the entire and exclusive understanding and agreement between us and you regarding the Organiser Services and supersede and replace any and all prior oral or written proposals, discussions, communications, understandings or agreements between us and you regarding the subject matter of this Merchant Agreement, other than any written agreement for Organiser Services between you and an authorized officer of Humnaity Circle.

17.3 Force Majeure.

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, epidemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.4 No Assignment or Transfer.

You may not use, export, import, or transfer the Organiser Services, including the purchase of any products or service on the Organiser Services, except as authorized by EU law, the laws of the jurisdiction in which you used the Organiser Services or purchased any products or services on the Organiser Services, and any other applicable laws. You may not assign or transfer this Merchant Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Supplier Agreement, without such consent, will be null and void. Subject to the foregoing, this Supplier Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

17.5 No Relationship Created.

No independent contractor, agency, partnership, joint venture or other such relationship is created by this Supplier Agreement.

17.6 Translation.

We may translate this Supplier Agreement into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.

17.7 Applicable Law and Jurisdiction.

For clarity, the Applicable Law and Jurisdiction terms set forth in Section 21 of the Terms of Service apply to this Supplier Agreement.

17.8 Additional Miscellaneous Provisions.

For clarity, the Additional Miscellaneous Provisions set forth in Section 24 of the Terms of Service apply to this Supplier Agreement