MERCHANT AGREEMENT

1. Who We Are.

1.1 WAMI.

Welcome to WAMI! WAMI Live Incorporated (“WAMI”) is an Illinois based entertainment website. We are a ticketing and registration platform dedicated to bringing the world together through live experiences. Through our platform, mobile website and apps as they become available, and select services, we enable people in Chicago and soon all over the world to create, discover, share and register for events. 



1.2 The Services.

WAMI’s websites and domains, including www.wamilive.com, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces), WAMI Tickets, and all of our free mobile applications, including without limitation, any applications provided (“Applications”) are offered, maintained and provided by WAMI. We refer to any booking and events WAMI Live hosts or coordinates as our “Services.”

If you have any questions or concerns at any time, please do not hesitate to contact us at the address above or by contacting us.

1.3 Organizers and Attendees.

Through the Services, WAMI provides a simple and quick means for registered users who are event organizers, planners and charitable organizations (“Organizers” or “you”) to create event registration, speaker profile, organizer profile, fundraising and other webpages related to their events, to promote those pages and those events and to sell tickets and registrations (or issue free registrations), solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) (“Attendees”).
2. Our Merchant Agreement.
2.1 Application.

The following policy sets forth the terms and conditions upon which Organizers can use the Services to create, promote and/or collect sales proceeds for an event selling tickets and/or registrations (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 WAMI, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for an event selling tickets and/or registrations.

2.2 Incorporation By Reference.

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Terms of Service by reference. Nothing in this Merchant Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.
3. Additional Registration Information.
3.1 Additional Information.

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

3.2 Disclosure Authorization.

Organizer agrees that WAMI is permitted to share Registration Data (as defined in the Terms of Use), 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 WAMI to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

3.3 Failure to Provide.

We reserve the right to suspend your WAMI account or to withhold any amounts due to you in the event that we reasonably believe that your Registration Data or Additional Registration Data is inaccurate or if you fail to provide all Registration Data or Additional Registration Data within the timeframes requested.
4. Payment Methods; Payment Process.
4.1 Overview.

(a) Payment Methods.

There are two types of payment processing options Organizers may elect to use to collect sales proceeds for paid events: (i) “Facilitated Payment Processing” or “FPP,” which consists of collecting all sales proceeds from ticket, registration and merchandise sales and donations solicited via the Services (collectively, “Event Registration Fees”) using third party payment services, such as PayPal®; and (ii) “WAMI Payment Processing,” “WPP,” or the “WPP Service,” in which WAMI acts as Organizer’s limited payment collection agent for the purpose of collecting Event Registration Fees through its Payment Processing Partners (as defined below).

(b) WAMI’s Role.

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

(c) Confirmations.

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

(d) Fees.

Regardless of the payment processing option elected, Organizer agrees to pay WAMI all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “WAMI Service Fee”). To the extent Organizer uses WPP, Organizer also agrees to pay WAMI the additional WAMI Payment Processing fee (the “WAMI Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The WAMI Service Fee and the WAMI Payment Processing Fee vary by country and the current fees can be found at https://www.WAMILive.com/fees. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organizer may from time to time request additional Services from WAMI, including without limitation, marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which WAMI may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The WAMI Service Fee, the WAMI Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.”

4.2 Facilitated Payment Processing.

(a) Independent Relationship.

When using FPP, Organizers and Attendees effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. Organizer will collect all Event Registration Fees through the applicable third party service and WAMI accepts no obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

(b) Invoices.

Invoices for Fees are sent to Organizers monthly for Fees incurred in the previous month. All invoices are due and payable within thirty (30) days of delivery of the invoice.

4.3 WAMI Payment Processing.

(a) Underwriting.

If you have requested WPP, then upon receipt of Additional Registration Data, WAMI will determine, in its discretion, whether you are qualified to use WPP. If you are not qualified to use WPP, but you are otherwise qualified to use the Services, WAMI will notify you and you may switch to FPP unless the reason that you do not qualify for WPP is that your event is a Prohibited Event, you are a Prohibited Merchant and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 5. 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 WPP and you authorize us to reject any transaction over that limit.

(b) Payment Process.

When using WPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, WAMI will cause our Payment Processing Partners to pass along all Event Registration Fees related to such event that have been collected by our Payment Processing Partners, subject to (i) deduction of all applicable Fees then due; (ii) any other deductions authorized pursuant to this Merchant Agreement; and (iii) any reserves established as set forth in subsection (f) below. Such payouts will be made only to the payout information designated by Organizer on the Services under “Payment Options.” Payouts are made by ACH, or for Organizers with Event Registration Fees in USD, by check to an address in the United States or Canada. In addition, WPP may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the “Card Schemes”), and non card based payment networks such as direct debit and other alternative forms of payment (the “Alternative Form of Payment Frameworks”). Except to the extent set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners or a Card Scheme, 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.

(c) Appointment as Agent.

With respect to any events for which Organizer uses WPP, Organizer hereby appoints WAMI as Organizer’s limited payment collection agent solely for the purpose of collecting payments made by Attendees for such events through our Payment Processing Partners. Organizer agrees that a payment made by an Attendee to WAMI shall be considered the same as a payment made by an Attendee directly to Organizer and Organizer will sell or provide all advertised goods and services to the Attendee as if Organizer had directly received the Event Registration Fees from such Attendee, regardless of whether the Event Registration Fees have yet to be received from WAMI. Organizer agrees that in its role as limited agent, WAMI is authorized to (i) enable Attendees to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organizer during the event registration process); (ii) hold, disburse and retain proceeds on Organizer’s behalf pursuant to this Merchant Agreement; (iii) issue refunds to Attendees as set forth in Section 4.4 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, WAMI assumes no liability for any acts or omissions of Organizer and Organizer understands that WAMI’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes WAMI to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that WAMI will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities.

(d) Advances.

Organizer agrees that all Event Registration Fees for a given event are earned by Organizer only following the conclusion of the applicable event. WAMI, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth in Section 4.3(b), on such terms and conditions set forth in this Merchant Agreement and/or such terms that Organizer and WAMI agree to in a separate Advance Payments Agreement. Organizer agrees that any payments made by WAMI of Event Registration Fees prior to the fifth (5th) business day after the end date of the applicable event are merely advances of amounts that may become due to Organizer under this Merchant Agreement. If WAMI decides to advance a portion of WAMI Registration Fees to Organizer, Organizer acknowledges and agrees that WAMI may at any time (i) terminate or suspend Organizer’s right to receive such advance payments; and/or (ii) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that WAMI may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in Organizer’s credit profile or the underlying event(s)’ risk profile, or breaches of the Terms of Service, including this Merchant Agreement. Upon receipt of notice of any such demand, Organizer shall thereupon promptly pay back to WAMI the portion of any such advance demanded. Organizer acknowledges and agrees that WAMI has the right to withhold funds as set forth in Section 4.5(a) of this Merchant Agreement. Organizer also acknowledges and accepts its obligations under Section 4.3(g) and 4.4(c) of the Merchant Agreement, including its obligations to reimburse WAMI for refunds and credit card chargebacks.

(e) Cancellations; Nonperformance.

No payments shall be made to Organizer with respect to any event that is cancelled or with respect to which WAMI believes there is a risk of cancellation or nonperformance, unless WAMI receives adequate security (as determined by WAMI in its discretion) for Organizer’s obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event shall be earned until that event is successfully completed. If payments have already been made to an Organizer for a cancelled event, Organizer will immediately refund to a payment address designated by WAMI all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.4.

(f) Reserves.

WAMI reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by WAMI 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 Organizer’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. WAMI’s right to hold a reserve shall continue following the applicable event(s) and until either (A) Organizer has discharged all obligations under the Terms of Service and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Organizer has otherwise provided WAMI with adequate security (as determined by WAMI in its discretion) for its obligations under the Terms of Service, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.

(g) Chargebacks; Reversals.

Any credit card chargebacks or other transaction reversals initiated against WAMI or its affiliates for any reason (except to the extent they are caused solely by WAMI’s negligence or willful misconduct) with respect to an Organizer’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by WAMI or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse WAMI for such amounts on demand. As part of WAMI’s limited payment collection agency, WAMI will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes WAMI to do so and agrees to use reasonable efforts to cooperate with WAMI in such re-presentment. In the event of chargebacks, the fees shall be passed onto the Organizer. However, WAMI shall have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organizer’s refund policy or the provisions of Section 4.4(c) 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 WAMI’s loss of any chargeback that has been re-presented by WAMI shall not in any way limit Organizer’s obligation to reimburse WAMI and its affiliates under this paragraph.

(h) Currencies.

WAMI only provides the WAMI Payment Processing Service for certain currencies and for Organizers in certain locations listed here. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. WAMI does not provide currency conversion services. Finally different payment options or payment methods may be available to you depending on the currency in which you collect Event Registration Fees and your location as detailed here.

(i) 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 in WPP, 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.

(j) Special Payment Terms.

The following additional terms apply to the extent you use the corresponding payment option:

i. Recurring Payments/Layaway. Organizer may use WAMI’s “layaway” functionality, upon WAMI’s prior approval. If Organizer elects to use such functionality, Organizer agrees to display all notices required by and to comply in all respects with all applicable local, state, provincial, national and other laws, rules and regulations and the Payment Scheme Rules, including with respect to consumer cancellations and refunds. No additional fees or increased prices may be charged for tickets purchased on “layaway” and the number of installments may not exceed four (4).

ii. Pay by Invoice. You may elect to add “pay by invoice” as an option to your WPP Service. If you use pay by invoice you must supply bank account information requested by WAMI, which information will be displayed on invoices and order confirmations delivered by WAMI to the applicable Attendee after completion of a transaction on the Services. Organizer will then collect the funds from the Attendee and then mark the ticket/registration as “paid” in a designated area of the Services. Once marked as paid, WAMI will cause the Attendee’s ticket to be validated such that when scanned with one of WAMI’s Applications it will show as valid. It is Organizer’s sole responsibility to provide accurate bank account information, collect all amounts from Attendees, process refunds (if applicable) off the Services, and accurately mark tickets/registrations as paid or unpaid on the Services in the designated area. For the avoidance of doubt, with “pay by invoice” the payment transaction is effected solely between Organizer and the applicable Attendee.

4.4 Refunds.

(a) Refund Policy and Process.

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Attendees with respect to each event posted on the Services that meets the requirements of the Attendee Refund Policy Requirements available here and to administer such policy in accordance with its terms and the Attendee Refund Policy Requirements. The Attendee Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for WPP transactions must be processed through WAMI, unless otherwise agreed by WAMI. For WPP transactions, Organizer can issue refunds to Attendees 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 WAMI. WAMI may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer.

(b) Refund Disputes.

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

(c) Mandatory Refunds.

Notwithstanding the foregoing, Organizer authorizes WAMI to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) WAMI believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy or the Attendee 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; (iii) WAMI believes in its discretion that the refund request, if not granted, will lead to a chargeback that WAMI is more likely than not to lose; (iv) Organizer failed to list a refund policy on the applicable event page and WAMI believes in its discretion that a refund would be reasonable under the circumstances; (v) WAMI believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (vi) WAMI believes in its discretion that the order is a duplicate. Organizer also authorizes WAMI to make refunds of any and all orders (including those for unrelated events) if (A) WAMI believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) WAMI believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) WAMI 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) WAMI believes in its discretion that Organizer is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited Events or that failing to make the refunds would otherwise expose WAMI to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse WAMI and its affiliates upon demand for refunds that WAMI makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds are caused by WAMI’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to WAMI in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback WAMI is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement.

4.5 Non-Exclusive Remedies; Taxes.

(a) Non-Exclusive Remedies.

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

(b) Costs of Collection.

Organizer agrees to promptly and fully reimburse WAMI upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by WAMI in collecting past due amounts from Organizer under this Merchant Agreement, the Terms of Service or otherwise.

(c) Taxes.

i. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if WAMI provides you with tax tools or tax calculators that assist you in doing so. WAMI does not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators 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 Attendees, credits and deductions for which you may qualify and other factors, and you hereby release WAMI of any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you do collect Taxes on the Services, those Taxes will be treated like Event Registration Fees and WAMI will pay such amounts to you at the same time as the underlying Event Registration Fees. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. WAMI 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 governmental authority requires WAMI to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse WAMI for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

ii. To comply with sales tax regulations of the European Union (the “EU”), WAMI is required to (A) collect Value Added Tax (“VAT”) from Organizers on the WAMI Service Fee for paid tickets or registrations sold on or through the Site by Organizers residing in the EU who have not provided WAMI with their VAT Identification Number (“VAT ID”); and (B) remit any such VAT collected to the relevant tax authority. If you provide us with your VAT ID, we will not collect VAT on the WAMI Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to WAMI (if any) is accurate, complete and properly formatted. Please be aware that falsification or misrepresentation of information to evade payment of VAT may result in fines and/or criminal prosecution. You agree to promptly and fully reimburse WAMI for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. WAMI does not require Organizers to have a VAT ID. However, if you are an Organizer residing in the EU, and you do not have a VAT ID or you do not provide us with your VAT ID, WAMI will collect and remit VAT on the WAMI Service Fee on your behalf. In the interest of clarity, WAMI does not collect and remit VAT on the WAMI Payment Processing Fee or on the price of the tickets or registrations you sell on or through the Site. To learn more about WAMI’s process for collecting and remitting VAT, see our article here.

iii. Except as set forth in Section 4.5(c)(ii), in addition, due to IRS regulations, if WAMI processes transactions and issues you payouts (A) for more than twenty thousand dollars ($20,000) in gross sales; and (B) for more than two hundred (200) transaction orders, in each case during a given calendar year and in the aggregate across all of your accounts, WAMI is required to report to the IRS (i) the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year; (ii) your name; (iii) your address; and (iv) your Tax Identification Number (“Your Tax Information”). As part of these IRS regulations, WAMI is required to either (A) collect Your Tax Information; or (B) establish that you are a foreign person not subject to US taxes, before your accounts pass the two hundred (200) order transaction threshold in the aggregate. Once your accounts cross the two hundred (200) order transaction threshold, you agree that you will not receive any further payments from WAMI until either (A) or (B) above are satisfied. To learn more about these IRS regulations and why we are required to do this, see our 1099-K FAQ here.

iv. WAMI 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 WAMI.

4.6 Commercial Entities.

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

4.7 Escheatment.

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

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

(a) you are not 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”);

(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

(c) 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 WAMI in its discretion, you are a “Prohibited Merchant.”

5.2 Prohibited Events.

You may not post events to the Services that:

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

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

(c) take place in Restricted Countries; and

(d) contain any Content (as defined in the Terms of Use) that would violate the Terms of Use, including without limitation Section 8.1 of the Terms of Use.

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

5.3 Prohibited Transactions.

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

(a) any transaction that would violate the Payment Scheme Rules;

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

(c) any transaction that would constitute a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and

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

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

5.4 Remedies.

In the event that WAMI 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 WAMI may take any or all of the following actions in its discretion in addition to any and all remedies that WAMI may have under the law or elsewhere in the Terms of Service:

(a) suspend or terminate your WAMI account;

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

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

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

(e) refer you, your events and/or your transactions and information relating to the same to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.

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

7. Termination.
In addition to our right to terminate your use of the Services under the Terms of Use, WAMI may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for a paid event (a) if you are in violation or breach of any provision of this Merchant Agreement; or (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the WPP Service or your right to accept payments via the WPP Service in their sole discretion.