The Apprendo Platform

The Apprendo Platform provides a marketplace where persons and institutions who seek to sell courses, events or memberships can be matched within their community or on the Internet seeking to participate in such events. Eduçators and students are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Apprendo Platform. For purposes of this Agreement, the services provided by Educators to learners shall be referred to collectively as “Events”. An “Event” may be a workshop, a course, a conference, an exhibition, and may also include the sale of a membership subscriptions. 

Merchant Agreement

The following terms set forth the terms and conditions upon which you may use the Services to create, promote and/or collect sales proceeds from (a) the sale of courses, workshops, webinars, memberships, or event registrations. Where applicable this Merchant Agreement will also apply to Organizers that use the Services to offer registrations to events that are free to attend (e.g., Section 2.1(d), Fees). 

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. In the event of any conflict between the Terms of Service and this Merchant Agreement, the Merchant Agreement will prevail only to the extent of the conflict. 

IMPORTANT NOTICE: THE TERMS OF THIS MERCHANT AGREEMENT SUPPLEMENT OUR TERMS OF SERVICE. 

  1. Additional Registration Information.

1.1 Additional Information. 

As part of the creation of a paid event or at any time following such creation, you may be required by Apprendo 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 a 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 driver’s licence 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. 

1.2 Disclosure Authorization. 

Organizer agrees that Apprendo is permitted to share Organizer Registration Data (as defined in the Terms of Use. 

1.3 Failure to Provide. 

We reserve the right to suspend your Apprendo 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.

2. Payment Methods; Payment Process.

2.1 Overview. 

(a) Payment Methods. 

The collection of sales proceeds for paid events is managed through “Apprendo Payment Processing,” “APP,” or the “APP Service,” in which Apprendo 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) Apprendo’s Role. 

For the avoidance of doubt, Apprendo does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than serving as a limited payment collection agent as set forth below. To provide the APP Service, Apprendo 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 Apprendo are subject to the rules and regulations of such Payment Processing Partners. For convenience, Apprendo shows you a balance of proceeds for your events in your Apprendo account, however, that balance merely reflects the amount of Event Registration Fees collected by our Payment Processing Partners (PPP), and represents only a general unsecured claim against Apprendo and not a store of value or a deposit/current account. 

(c) Confirmations. 

Upon an order being placed by an Attendee and confirmed through Apprendo, Apprendo generates a confirmation message and issues a unique confirmation number for such Attendee’s order. Organizer agrees to unconditionally accept, honor and fulfill all registration, membership and other commitments that have been confirmed by Apprendo 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. 

Organizer agrees to pay Apprendo all applicable service fees required for use of the Apprendo Services (the “Apprendo Service Fee”). In most instances, the Apprendo Service Fee is applied to each Event Registration Fee received by the Organizer via the Services. However, the Apprendo Service Fee may also appear as a single or repeating flat rate depending on the type or size of the event. Organizer also agrees to pay Apprendo, where applicable, the additional Apprendo Payment Processing fee (the “Apprendo Payment Processing Fee”) for each Event Registration Fee, which Apprendo Payment Processing Fee may include without limitation, a processing fee applied to the Apprendo Service Fee. The Apprendo Service Fee and the Apprendo Payment Processing Fee vary by things such as, and without limitation, Services available, country, and processing currency. The current fees, as well as Services included as part of the Fees, can be found at https://www.apprendo.io/fees (the “Fees Page”). Note that these fees, and any accompanying included Services, are subject to change from time to time with respect to either transactions or events that occur following the change. In addition, Organizer may from time to time request additional Services from Apprendo, including without limitation, marketing and promotion services, instructional design, course development, on-site services, integration services and account management, which Apprendo may provide at its discretion. Monthly flat fee may apply when the organizer delivers exclusively private training and does not sell or promote learning events. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The Apprendo Service Fee, the Apprendo Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” For the avoidance of doubt, unless otherwise agreed in each instance, Fees collected by Apprendo are non-refundable for any reason. 

2.2 Apprendo Payment Processing. 

(a) Underwriting. 

Upon receipt of Additional Registration Data, Apprendo will determine, in its discretion, whether you are qualified to use APP. If you are not qualified to use APP, but you are otherwise qualified to use the Services, Apprendo will notify you and you may switch to an alternative Facilitated Payment Provider (FPP) unless the reason that you do not qualify for APP 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 3. 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 APP and you authorize us to reject any transaction over that limit. 

(b) Payment Process. 

Apprendo payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, Apprendo 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) our right of setoff against any debts or other amounts owed to us under this Merchant Agreement; (iii) any other deductions authorized pursuant to this Merchant Agreement; and (iv) 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 primarily made by ACH, and in limited circumstances, by check to an address in the United States or Canada. In addition, APP 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. You agree that, regardless of the delivery option used by Apprendo to make a payout to you, you shall not use any information related to that payout method (including, but not limited to, any check or check information), or request such information with an intent to use it, for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Merchant Agreement. 

You understand and agree that you are responsible for maintaining the security of and control over any check issued to you under the Terms of Service, including this Merchant Agreement. If a check we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that you are responsible for any and all losses arising for the loss, theft, or misuse of the check. You agree that we are entitled to pay any check issued to you under the Terms of Service, including this Merchant Agreement, regardless of who presents the check for payment and regardless of whether the check was lost, stolen, or otherwise fraudulently or erroneously obtained or presented. To the maximum extent permitted by applicable law, and in addition to other limitations of liability set forth in the Terms of Service, including this Merchant Agreement, you agree that we will not be liable for any check we provide to you, or any loss arising therefrom, that is lost, stolen, fraudulently, or erroneously obtained, endorsed, cashed, or deposited. 

You agree to reimburse us for all claims, losses, costs, and damages we incur regarding any check issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the check is cashed or deposited more than once, resulting in duplicate payments. 

For ACH transactions, if any bank account number you provide to us, including a bank account number you provide as part of your Additional Registration Data, is inaccurate, you agree that we are still entitled to make payment to the account number you provided, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us. 

You agree that we may, from time to time, in our sole discretion, without notice to you, setoff against your reserve, setoff against any Event Registration Fees you receive, or both, based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your credit profile or the underlying event(s)’ risk profile, fraudulent conduct by you or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement. We may exercise such setoff rights before we make any payout, whether by check or by ACH, to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights. 

(c) Appointment as Agent. 

Organizer hereby appoints Apprendo 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 Apprendo 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 Apprendo. Organizer agrees that in its role as limited agent, Apprendo 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; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Organizer, Apprendo assumes no liability for any acts or omissions of Organizer and Organizer understands that Apprendo’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes Apprendo to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided, that Apprendo 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. Apprendo, in its discretion, may determine to advance a portion of Event Registration Fees to Organizer prior to the period set forth in Section 2.3(b), on such terms and conditions set forth in (i) this Merchant Agreement; (ii) during the process of registering for advanced payments; and/or (iii) such terms that Organizer and Apprendo agree to in a separate written agreement. Organizer agrees that any payments made by Apprendo 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 Apprendo decides to advance a portion of Event Registration Fees to Organizer, Organizer acknowledges and agrees that Apprendo may at any time (A) terminate or suspend Organizer’s right to receive such advance payments; and/or (B) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organizer. In addition, Organizer agrees that Apprendo 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 Apprendo the portion of any such advance demanded.

(e) Cancellations; Nonperformance. 

No payments shall be made to Organizer with respect to any event that is cancelled or with respect to which Apprendo believes there is a risk of cancellation or non performance, unless Apprendo receives adequate security (as determined by Apprendo 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 Apprendo all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 2.4. You are responsible for complying with the requirements of Section 2.4 

(f) Reserves and Apprendo Right of Setoff. 

Apprendo reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by Apprendo 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, or to protect Apprendo against fraudulent or erroneous activity. Apprendo’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) Apprendo determines it no longer has risk or exposure that would otherwise be mitigated by the reserve. In the event that the exercise of our setoff right does not fully cover the amount of funds due and owing from you to us under these Terms of Service, including this Merchant Agreement, then such amount of funds shall be deemed due and owing to us until you have satisfied the amount in full. 

(g) Chargebacks; Reversals. 

Any credit card chargebacks or other transaction reversals initiated against Apprendo or its affiliates for any reason (except to the extent they are caused solely by Apprendo’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 Apprendo or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse Apprendo for such amounts on demand. As part of Apprendo’s limited payment collection agency, Apprendo will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes Apprendo to do so and agrees to use reasonable efforts to cooperate with Apprendo in such re-presentment. However, Apprendo 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 2.4(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 Apprendo’s loss of any chargeback that has been re-presented by Apprendo shall not in any way limit Organizer’s obligation to reimburse Apprendo and its affiliates under this paragraph. 

(h) Currencies. 

Apprendo only provides the Apprendo Payment Processing Service for certain currencies and for Organizers in certain locations further detailed on https://www.apprendo.io/fees/. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. Apprendo 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 at https://www.apprendo.io/fees/

(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 APP, 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. 

2. Payment Methods; Payment Process.(2.3-2.6)

2.3 Refunds. 

(a) Refund Policy and Process. 

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Attendees. The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for APP transactions must be processed through Apprendo, unless otherwise agreed by Apprendo. 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 Apprendo. Apprendo may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer. Consistent with, and in addition to, the Organizer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an event are subject to the following refund requirements: 

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

(ii) Organizer agrees that, unless otherwise mutually agreed (email acceptable) no refunds shall be made outside of the Apprendo platform (e.g. offline); 

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

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

(v) Organizer will provide clear instructions and contact information to Attendees so that Attendees can make refund requests directly to Organizer, including without limitation, instructing Attendees specifically to contact Organizer for any refund requests, and not to contact Apprendo, or, alternatively, Organizer will turn on the in-product refund request function within the Apprendo platform and respond to any Attendee refund requests received through such tool; 

(vi) Organizer acknowledges that Apprendo reserves the right to charge the Organizer for the cost of chargebacks related to the cancelled event.

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

(viii) If Organizer is offering Attendees an alternative “make good” in lieu of a purchase price refund (e.g., a discount on the next ticket purchase), then such offer must be of equal or greater value to the value of the ticket for the cancelled (or partially cancelled) event and such value must be clearly communicated to the Attendees. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an alternative “make good” refund is given. 

(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, Apprendo may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to APP transactions, Apprendo 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 Apprendo to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) the event description presented to an Attendee at time of purchase is significantly different from the actual event; (iii) Attendees are unable to attend the event due to failure of the Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Attendee to safety concerns; (iv) Apprendo believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy or the Organizer Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation or the Payment Scheme Rules; (v) Apprendo believes in its discretion that the refund request, if not granted, will lead to a chargeback that Apprendo is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and Apprendo believes in its discretion that a refund would be reasonable under the circumstances; (vii) Apprendo believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Apprendo believes in its discretion that the order is a duplicate. Organizer also authorizes Apprendo to make refunds of any and all orders (including those for unrelated events) if (A) Apprendo believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) Apprendo believes in its discretion that there is substantial risk of non-performance by Organizer with respect to the applicable event or future events; (C) Apprendo 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) Apprendo 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 Apprendo to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse Apprendo and its affiliates upon demand for refunds that Apprendo makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Apprendo’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to Apprendo in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Apprendo is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement. If you do not remit funds to Apprendo that are sufficient to cover mandatory refunds as described by this Section 2.4(c) for an event cancellation or non-performance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full

2.5 Non-Exclusive Remedies; Taxes. 

(a) Non-Exclusive Remedies. 

In the event that Organizer fails to pay to Apprendo 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 Apprendo, 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 Apprendo under the Terms of Service (including without limitation this Merchant Agreement), Apprendo 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 Apprendo; 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 Apprendo such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Apprendo hereunder is not made by Organizer when due and after receiving a late payment notice from Apprendo, Apprendo 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) 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 Apprendo provides you with tax tools or tax calculators that assist you in doing so. Apprendo 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 Apprendo 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 Apprendo 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. Apprendo 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 Apprendo to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Apprendo 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”), Apprendo is required to (A) collect Value Added Tax (“VAT”) from Organizers on the Apprendo Service Fee for paid tickets or registrations sold on or through the Site by Organizers residing in the EU who have not provided Apprendo 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 Apprendo Service Fee. It is your sole responsibility to ensure that the VAT ID you provide to Apprendo (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 Apprendo for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. Apprendo 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, Apprendo will collect and remit VAT on the Apprendo Service Fee on your behalf. In the interest of clarity, Apprendo does not collect and remit VAT on the Apprendo Payment Processing Fee or on the price of the tickets or registrations you sell on or through the Site. 

2.6 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 APP. If you fail to accept that “Commercial Entity Agreement,” we may suspend or terminate your account or transfer your account to an alternative facilitated payment processing partner. 

3. Prohibited Merchants; Prohibited Events; Prohibited Transactions.

3.1 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 Canada, United States, United Kingdom, European Union, Australia 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 Apprendo in its discretion, you are a “Prohibited Merchant.” 

3.2 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

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

3.3 Prohibited Transactions. 

You may not use APP 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 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 Apprendo in its discretion, is a “Prohibited Transaction.” 

3.4 Remedies. 

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

(a) suspend or terminate your Apprendo 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.

4. 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.

5. Termination.

In addition to our right to terminate your use of the Services under the Terms of Use, Apprendo may terminate this Merchant Agreement and your right to use the Services together with APP or FPP (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 APP Service or your right to accept payments via the APP Service in their sole discretion.

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