Merchant Agreement

Merchant Agreement

This Merchant Agreement, effective as of 01/01/2017 “Effective Date”), is entered into by and between EventPro, with principal offices at Cayman Islands “EventPro”) and Respective Merchant who submitted event for ticket sales “Merchant” Organiser”).
Organiser intends to create, promote and/or collect sales proceeds for an event organized by it by selling tickets and/or registrations through EventPro App. EventPro consents to sell Merchant’s tickets/registrations to the purchasers on the EventPro Mobile App (the App”). EventPro is only a platform and neither owns the product or services offered through it. Tickets/Registration confirmations received after payment can be used to attend the event. The Merchant being the seller of tickets/registrations, and EventPro is the seller of the intangible rights contained in the tickets/registrations. This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Terms and Conditions/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 consideration of the mutual covenants of the Parties and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

1. Process
1.1 Event Listing
Event Organisers upload data regarding their organisation, productions, venues, event dates, ticket prices, preferred fee charging mechanism, etc. on to the EventPro website, This data populates the EventPro sales website from which the customer can then purchase tickets or register for the listed events.
Event organiser shall enter into the system all details of Events including, but not limited to, performance times, ticket prices and seat availability. The accuracy of all such information is at all times the responsibility of the Event Organiser. Failure to provide accurate event details (including amendments to an event if the date or time changes) will considered a breach this agreement and may lead to the account being suspended/terminated. Further, EventPro will be entitled to seek compensation for any direct costs incurred as a result of incorrect event information listed on EventPro.
Event Organiser is responsible for the creation, submission and distribution of automatic discounts and discount codes, if any. The Event Organiser must test their ticket sales to ensure that discount codes and automatic discounts have been set up correctly to provide the correct discount for the applicable event(s), ticket price(s) and validity period. EventPro will not be held responsible for discount codes or automatic discounts that have been set up incorrectly.

Some organizers will be invited to have their event sponsored by having tickets to their event fully compensated for the use of promotional giveaways courtesy of EventPro. The number of tickets given will be determined based on the mode of sale of tickets to respective event Š either sale of printed ticket along with using our app or sale of tickets using only the app. In addition to using these tickets to promote their event, they will be required to use these tickets to also promote the fact that the event is sponsored by EventPro. Further, they should also make reference to the fact that their tickets are available for sale on the EventPro app. If they fail to meet these requirements, they will be charged for the cost of the tickets. To avail these compensated tickets, an event must sell the number equivalent to the ticket cost amount. i.e. if your event ticket cost $20 you must sell 20 tickets before you are eligible for a sponsored ticket. Such organisers are called “Launch Partners” during the launch period only.

1.2 Sale of tickets and/or registrations for events
Merchant authorizes EventPro to offer, sell and distribute the tickets and/or registrations through its website, in accordance with this Agreement and subject to the restrictions set forth. Merchant acknowledges that EventPro has the right to accept or reject the sale program; may terminate the sale of tickets and/or registrations at any time.

1.3 Copyright Policy
EventPro respects the proprietary rights. We reserve the right to terminate the account/services of any user who uses this Site to unlawfully transmit copyrighted material without a license of express content, valid defence or fair use exemption to do so. The users who submit user content to the website, whether articles, images, stories, software of other copyrightable material must ensure that they either have the rights to use such content or have obtained necessary permission/consent from the owners of such content and the user content they upload does not infringe the copyrights or other rights of third parties (including, but not limited, to trademark, trade secret, privacy or publicity rights). If we receive any notice of infringement from the copyright holder or its agent, we will remove such content and terminate the infringing users’ rights to use and / or access to this website.

1.4 Event Specific Terms and Conditions
Tickets are issued subject to the terms and conditions of EventPro. However, each individual Event or Venue may include their own Terms and Conditions (if applicable), including age restrictions, refund and exchange policy, etc. If an Event or Venue has its own Terms and Conditions, they must be included within the booking process and / or be made available at the venue box office to be applicable.

1.5 Pricing Errors
If the amount paid by the Customer for a ticket/registration sold through EventPro is incorrect, either because of an error in a price posted on this website or otherwise communicated to the Customer and regardless of whether caused by transactional malfunction of this website or other EventPro operated system or by human error on the part of the Event Organiser, then EventPro will have the right to cancel that ticket/registration and refund the Customer the amount that they paid.

1.6 Publication and Delivery
Event details, tickets/registration offered by a Merchant organiser shall be published on the Website in accordance with the Terms of this agreement. EventPro reserves the right to change the order or page of a MerchantÕs offer on the website, in relation to other similar offers. An email confirmation or confirmation to PurchaserÕs smart phone will be sent in accordance with the terms sale of tickets/registration. Once a confirmation is sent to the purchaser, Merchant shall be solely responsible for all customer service in connection with the event.

2. Tickets/ Registration
2.1 EventPro offers several options for customers to purchase tickets/register for an event:
a) Online via your unique EventPro web address which can also be linked to your own event website or Facebook page through a “buy tickets” or register” option.
b) Offline bookings where you can process your own cash, cheque or complimentary tickets through the system.
c) The EventPro Telephone Box Office Service.

2.2 The purchaser can purchase tickets/register via the Event Organiser’s unique EventPro URL or search the EventPro sales site by Production Company or Amateur Society, Venue, Location, Performance Name or Date to navigate to the specific Event in which they are interested. You may then specify:
a) The venue section or price category in which they wish to buy seats.
b) The quantity of seats they wish to buy.
c) Where relevant, the position of those seats.

The site will then display the payment due for the seats specified. The purchaser will then be asked to select their preferred method of Payment and having entered and submitted Credit or Debit Card details, the EventPro system will charge the Card Issuer the appropriate amount. On completion of the transaction, the chosen seats will be registered in the purchaser’s name and they will be sent confirmation of purchase.

2.3 Fees

Consignee agrees to pay the Discounted Total Ticket Price of minimum 20% to Event Organizer (“Organizer”) by a single check to be collected from the Royal Bank of Canada (Cayman) George Town Main branch on the Settlement Date of 24 hours after event date.

In consideration of the consignment, the Organizer grant Consignee permission to resell the consigned Tickets, and Consignee agrees to use Consignee’s best efforts to do so; provided that Consignee may not (i) sell any Ticket for a price higher than the face value, or (ii) offer to sell any Ticket in violation of any applicable law or ordinance.

Consignee agrees to keep and pay for at least 80% of the consigned Tickets (the “Minimum Requirement”), regardless of the number of Tickets sold by Consignee. Consignee may not offer compensation for unsold Tickets in excess of the Minimum Requirement not later than the Last Return Date stated above, and in such event, the Discounted Total Ticket Price shall be reduced by the Discounted Ticket Price of the returned Tickets. If the Organizer at any time in good faith anticipate a sellout for the event date of tickets in the same price range as the consigned Tickets, the Organizer may change the Last Return Date upon at least three days’ notice to Consignee.
The Organizer may at Consignee’s request consign additional Tickets, but may decline to do so in the organizers’ sole discretion, however, it is understood and agreed that no tickets from the original consignment shall be returned.
Consignee will be eligible for a discounted Total Ticket Price (under this and any future consignments for the specified event date as follows) 20% off ticket face value.

Events submitted to be featured on the EventPro App are subject to a minimum 20% consignment discount off of the face value of the event ticket(s)

2.4 Payment
EventPro shall pay to Merchant according to the terms set forth in this Section. EventPro will pay Merchant for each ticket/registration sold for which a purchaser has fully paid EventPro, less, charge-backs, refunds as stipulated in the Terms of Use and monthly fee as stipulated in section 2.3 (the Remittance Amount”). Merchant shall be responsible for paying applicable duties if any. EventPro shall pay the Remittance Amount to Merchant within 1 business days after the ticket Sale End Date. Amounts retained by EventPro are compensation to EventPro for the services of selling the tickets/registrations for Merchant.

3. Term and Termination
This Agreement shall be in effect and continue for a period of 12 months following the Effective Date; or until the last date of the event for which a customer has purchased the ticket or registered. EventPro may terminate this Agreement any time by giving the Merchant written notice of such termination. The expiration of the Term shall not in any way affect the purchaserÕs usage of the ticket/registration or Merchant’s obligation for honoring the ticket/registration. Merchant agrees that, he/she/it will not promote any other online offer with respect to the event, with similar or greater value for a period up to 60 days from the date of this agreement, plus a minimum of 60 days following the Merchant’s date of feature on the EventPro app.

4. Merchant Representations and Warranties, and Indemnification
Merchant represents and warrants that (a) Merchant has the right, power and authority to enter into this Agreement, (b) Merchant is registered for sales and use tax collection purposes in all locations in which Merchant’s events will be organized; and (c) the tickets/registration Confirmation, upon being delivered by EventPro shall be available for use by purchaser as per the terms therein. Merchant agrees to comply with the tickets/registration confirmation terms and conditions as set forth on the EventPro Website and to comply with any applicable laws. Merchant shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities, and costs suffered by or in respect of a Purchaser, caused in whole or in part by Merchant, as well as for any unclaimed property liability arising from unredeemed Purchase confirmations. Merchant further agrees to allow the purchaser to redeem the ticket/registration confirmation to the extent of the amount paid by purchaser (cash value) for the event for the applicable term under the local laws. Merchant agrees to indemnify and defend EventPro against any state or local sales or use tax obligations (“Taxes”) arising from the sale and subsequent redemption of a ticket/registration confirmation; or any action in that regard including payment of monies owed to any party, as well as all attorneys fees.

5. Confidentiality

Either party to this Agreement may, in the course of fulfilling its terms, need to disclose information to the other party that is proprietary or confidential. When such information is disclosed, the following provisions apply
A. The term Confidential Information,” as used in this Agreement, means any oral, written, or documentary information or information that is stored by electronic means which (a) relates to this Agreement, (b) is received by one of the parties from the other, and, in the case of written information, (c) is marked Confidential,” Proprietary” or which the Disclosing Party states in writing at the time of transmittal to, or receipt by, the Receiving Party is to be considered confidential. Orally disclosed information shall be considered confidential if identified as such at the time of disclosure and if followed up in writing within 10 (ten) calendar days, with the information identified and marked as confidential.
B. The Confidential Information” does not include information that: (a) is already known to the Receiving Party as evidenced by prior documentation thereof; or (b) is or becomes publicly known through no wrongful act of the Receiving Party; or (c) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other Agreement; or (d) is approved for release by written authorization of the Disclosing Party.
C. The contents of this Agreement are confidential and not known to the general public outside of this Agreement. Merchant agrees to maintain the confidentiality and not disclose the terms described herein to any party; other than their employees, parent companies, and shareholders who are required to have knowledge of the same to discharge their duties; only after taking the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals. Any breach of this confidentiality provision by Merchant shall be considered a material breach of this Agreement and subject Merchant to all penalties for such breach, and EventPro will be entitled to all reliefs as may be proper.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EVENTPRO DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE /MOBILE APPLICATION SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE TICKET/REGISTRATION CONFIRMATIONS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THEM WILL BE CORRECTED.

6. Indemnity

Merchant agrees that his/its obligations specified in this Agreement are necessary and reasonable in order to protect EventPro. Merchant expressly agrees that monetary damages would be inadequate to compensate EventPro for any breach of any covenants and agreements set forth herein. Accordingly, Merchant agrees and acknowledges that any violation will cause irreparable injury to EventPro and that in addition to any other remedies made available, in law, in equity or otherwise, EventPro shall be entitled to obtain injunctive relief against breach of this Agreement or the continuation of any such breach.

7. Warranty

Both the parties hereby represent, warrant and covenant that:

(a) Each party represents and warrants that the person executing on behalf of such party has been duly authorized to execute this Agreement and fully perform all of its obligations hereunder;
(b) There is no conflict of interest in executing this Agreement.

8. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

9. Assignability

This Agreement shall not be transferred or assigned, in whole or in part, by the Merchant without the prior written consent of EventPro.

10. Final Agreement

This Agreement constitutes the final agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the Parties, whether written or oral. This Agreement may only be amended, supplemented or changed, by a written document signed by both the parties.

11. Headings

The headings in this Agreement are inserted for convenience only and shall not be used to define, limit or describe the scope of this Agreement or any of the obligations herein.

12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Cayman Island, without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. User hereby consents to personal jurisdiction by the State and federal courts located in the Cayman Islands for resolution of any disputes. This Agreement may be executed in one or more counterparts and each party consents to an electronic message (e-mail or otherwise) as acceptable means to constitute a written acceptance of an authorized person for such party.

13. Dispute Resolution

All disputes arising out of or in connection with the present contract shall be finally settled under The Arbitration Law, 2012, of Cayman Islands. The aggrieved party shall issue a written notice to the other party for resolution of the dispute. If there is no response or the dispute cannot be resolved within ten days, the parties may initiate arbitral proceedings. The arbitration proceedings shall be conducted by a single Arbitrator in the Cayman Islands, and the language of the arbitration shall be English. The Arbitrator shall be appointed by mutual consent of parties or by a competent court as per the provisions of the Arbitration Law.

14. Miscellaneous
Merchant grants EventPro a worldwide, royalty-free, non-exclusive license and right to use Merchant owned graphic images, text and other content provided to EventPro by Merchant for the sole purpose of selling the tickets/registration.
The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, or an agency relationship between the Parties. Neither Party has the authority, without the other PartyÕs prior written approval, to bind or commit the other Party in any way.

By submitting your event using our site/apps or services, it will be deemed that you have accepted the Terms states in this Merchant Agreement. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT SUBMIT YOUR EVENT OR USE ANY EVENTPRO SERVICES