MERCHANT AGREEMENT

 

  1. DEFINITIONS

 

In this Agreement, the following terms shall have the meanings set forth below:

 

1.1. Creator: Refers to the party providing the goods or services and utilizing the ThaVibes platform for selling tickets, managing events and offering in-content advertising.

 

1.2. Consumers/Customers: Refers to individuals purchasing tickets or making bookings for events through the ThaVibes platform.

 

1.3. ThaVibes: Refers to the online ticketing and content management platform providing the services outlined in this Agreement.

 

  1. SERVICES PROVIDED

 

ThaVibes agrees to provide the Creator with access to its online ticketing platform and in-content advertising features to facilitate the sale of tickets, manage event bookings and display advertisements within the content related to the Creator’s events.

 

  1. CREATOR OBLIGATIONS

 

3.1. The Creator agrees to provide accurate and complete information about their events and/or in content advertising and adhere to ThaVibes’ policies and guidelines.

 

3.2. The Creator is responsible for setting and communicating their refund policy in compliance with ThaVibes’ Refund Policy.

 

  1. FEES AND PAYMENT

 

4.1. The Creator agrees to pay ThaVibes the fees specified in the pricing provided by ThaVibes. This fee is currently 5% of ticket sales, in United States Dollars.

 

4.2. Fees may include transaction fees, bank service fees and any other applicable charges in the transfer and/or remittance of funds.

 

4.3. Creators are eligible to request ticket sales after one-week of active sales.

ThaVibes will pay creators five (5) business days after a payment request is submitted.

 

 4.4. Cancellation/Refund Payments to ThaVibes are due within 30 days of the invoice date. Late payments will incur interest as described in the “Non-Exclusive Remedies” section.

 

  1. CANCELLATIONS AND REFUNDS

 

Refund Policy and Process. The Creator agrees to communicate a refund policy to all patrons/consumers/customers with respect to each event posted on the ThaVibes platform and further agrees that such refund policy shall be in conformity with and comply with ThaVibes Refund Policy. To the extent that the Refund Policy of a Creator contradicts or fails to conform with ThaVibes Refund Policy the latter will take precedence.

 

In the event of a full or partial event or in-content advertising cancellation, the Creator agrees that ThaVibes has the discretion to issue refunds to Consumers/Customers by using backup funding sources within the ThaVibes platform pursuant to clause 5. If such funds are not sufficient, the Creator must forthwith remit any advance payments or event proceeds paid out to the Creator to ThaVibes so that refunds can be processed by it on the Creator’s behalf. In the event that ThaVibes is unable to process a refund on behalf of the Creator for any reason (e.g., the Consumer’s payment card account cannot accept the refund), ThaVibes will not process the refund through the ThaVibes platform and the Creator will bear sole responsibility for meeting its refund obligations under this Agreement and ThaVibes’ refund policy. In such cases the Creator may provide a refund through cash or check. ThaVibes reserves the right to set a time period after which refund requests received for a cancelled event will not be processed through the ThaVibes platform. ThaVibes may, but is not obligated to, elect to allow the Creator to refuse refunds for a cancelled event when the refund requests are received after that period, provided that the Creator will remain responsible for all Chargeback Costs.

 

If the Creator elects to remit funds back to ThaVibes to process refunds on the Creator’s behalf, to the extent it is able to do so, the Creator must remit funds to ThaVibes that are sufficient to cover the refunds due to Consumers/Customers within 5 days of the cancellation of the event. If the Creator fails to remit sufficient funds ThaVibes reserves the right in its sole discretion to refund those consumers/customers that the funds cover and/or return the entire sum to the Creator so that it can manage the refund process.

 

The Creator agrees to notify Consumers/Customers of the event cancellation as soon as reasonably possible and prior to the event start time or in the case of in-content advertising, prior to expected release of content with advertising. The Creator will be the main point of contact for Consumers with refund requests and the Creator will instruct the Consumers not to contact ThaVibes with refund requests. The Creator will provide clear instructions and contact information to Consumers so that Consumers can make refund requests, or, alternatively, the Creator will turn on the in-product refund request function within the ThaVibes platform and respond to any Consumer refund requests received. The Creator acknowledges that ThaVibes reserves the right to charge the Creator for the cost of any chargebacks related to the cancelled event and such amounts are also subject to the provisions of clause 5 and 10.2 of this Agreement.

 

If the Creator offers Consumers/Customers a credit or other accommodation through which the Creator will “make good” on its obligations to Consumers/Customers in lieu of a ticket/purchase price refund and/or in the event of an inability to complete a ticket/purchase price refund, then (i) such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event and (ii) such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law (as to which the Creator bears sole responsibility for compliance)) must be clearly communicated to the Consumers/Customers. The issuance of any credit or other accommodation is solely the Creator’s responsibility and the Creator is responsible for compliance with all applicable laws, rules and regulations. The Creator agrees that it will be fully liable for the cost of chargebacks received related to purchases even if a credit, accommodation, or an “other make good” refund is given and/or even if it is provided because a purchase price refund could not be completed. Further, in the event that the Creator fails for any reason to honour a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was used, ThaVibes shall be entitled to exercise all rights under this Agreement, including but not limited to the right (but not the obligation) to issue refunds to impacted Consumer(s) (to the extent it is able to do so) and to collect such sums directly from the Creator.

 

The Creator agrees and understands that any funds associated with another “make good” issued in the form of a credit that is usable only for the Creator’s future events will, as between ThaVibes and the Creator, be processed by ThaVibes in the same manner as a refund from the Creator’s account in accordance with the terms of this Agreement. Such credit, upon use, will be processed on the Creator’s behalf by ThaVibes as part of the final settlement of the event. A credit will be deemed “used” once the Consumer either attends the concluded event to which the credit was applied or fails to attend the concluded event to which the credit was applied. However, if the Creator has established a period in which such credit must be used and the credit is not used during the established period, such credit will be applied to the Creator’s account and settled with the Creator’s next scheduled pay-out, provided that the Creator offered a substitute event that was ticketed and completed during the established period.

 

In-Content Advertising. ThaVibes facilitates in-content advertising for Creators. The Creator is responsible for ensuring that in-content advertising is displayed as promised in the final, marketed and released content. If the in-content advertising service is not delivered as agreed, ThaVibes will issue a refund for the advertising fees. ThaVibes will not be liable for any loss of exposure or additional damages resulting from such a failure and the Creator will bear sole responsibility for any impact on their advertised brand.

 

Refund Disputes. All disputes regarding refunds are between the Creator and its Consumers. In the event of a dispute, ThaVibes may try to mediate, but ultimately it is the Creator’s obligation to settle the dispute. Notwithstanding the foregoing, ThaVibes will have the right to make refunds on the Creator’s behalf as set forth in clauses 5.8-5.9 below.

 

Mandatory Refunds. Notwithstanding the foregoing, the Creator authorizes ThaVibes to make refunds in the following situations:

  1. The Creator specifically authorizes the refunds at the time;
  2. The event description presented to the Consumer at the time of purchase is significantly different from the actual event;
  3. Attendees are unable to attend the event due to failure of the Creator to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns;
  4. If ThaVibes believes in its discretion that specific orders should be refunded under the Creator’s posted refund policy or ThaVibes’ Refund Policy including without limitation, that it is required by applicable laws, rules or regulations;
  5. ThaVibes believes in its discretion that the refund request, if not granted, will lead to a chargeback that ThaVibes is more likely than not to lose;
  6. The Creator failed to list a refund policy on the applicable event page and ThaVibes believes in its discretion that a refund would be reasonable under the circumstances;
  7. ThaVibes believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or
  8. ThaVibes believes in its discretion that the order is a duplicate.

 

The Creator also authorizes ThaVibes to make refunds of any and all orders if: (a) ThaVibes believes in its discretion that the Creator has engaged in any fraudulent activity or made any misrepresentations; (b) ThaVibes believes in its discretion that there is substantial risk of nonperformance by the Creator with respect to the applicable event or future events; (c) ThaVibes 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 the orders for a specific event or for a series of events due to issues with the Creator’s performance or lack thereof; or (d) ThaVibes believes in its discretion that the Creator is otherwise in breach of the terms of this Agreement. ThaVibes will not be liable for any additional damages with respect to the Creator’s breach of this Agreement. If the Creator does not remit funds to ThaVibes that are sufficient to cover mandatory refunds as described by clauses 9.8-9.9 above and/or for an event cancellation or non-performance, then the Creator acknowledges and agrees that the amount of such funds shortfall will become due and owing to ThaVibes until satisfied in full and such amounts are also subject to the provisions of clauses 5 and 10.2.5 of this Agreement.

 

  1. INTELLECTUAL PROPERTY

 

6.1. ThaVibes grants the Creator a limited, non-exclusive, non-transferable license to use its platform and intellectual property solely for the purposes set forth in this Agreement.

 

6.2. The Creator agrees not to use ThaVibes’ intellectual property for any other purpose without ThaVibes’ prior written consent.

 

  1. CONFIDENTIALITY

 

7.1. Both parties agree to keep all confidential information obtained during the term of this Agreement confidential and not to disclose it to any third parties without prior written consent.

 

7.2. This obligation of confidentiality will continue after the termination of this Agreement.

 

  1. TERMINATION

 

8.1. Either party may terminate this Agreement with thirty (30) days written notice to the other party.

 

8.2. ThaVibes may terminate this Agreement immediately if the Creator breaches any material terms of this Agreement or engages in unlawful conduct.

 

8.3. Upon termination, the Creator must cease using the ThaVibes platform and return any ThaVibes’ intellectual property.

 

  1. LIMITATION OF LIABILITY

 

9.1. ThaVibes will not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.

 

9.2. ThaVibes’ liability will be limited to the total amount of fees paid by the Creator in the six (6) months preceding the claim.

 

  1. INDEMNIFICATION

 

10.1. The Creator agrees to indemnify, defend and hold harmless ThaVibes from and against any claims, damages, liabilities and expenses arising from or related to the Creator’s use of the platform, breach of this Agreement, or any event-related issues.

 

10.2. This indemnification obligation will survive the termination of this Agreement.

 

  1. FORCE MAJEURE

 

11.1. Neither party will be liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, war, or acts of terrorism.

 

  1. GOVERNING LAW

 

12.1. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America. ThaVibes is a United States Corporation.

 

  1. DISPUTE RESOLUTION

 

13.1. Any disputes arising out of or related to this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

 

  1. ENTIRE AGREEMENT

 

14.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, regarding its subject matter.

 

14.2. Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

 

  1. NOTICES

 

15.1. All notices required under this Agreement must be in writing and sent to the addresses specified in the preamble of this Agreement or to such other addresses as either party may designate in writing.

 

  1. SEVERABILITY

 

16.1. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which shall remain in full force and effect as if this Agreement had been executed duly with the invalid portion thereof eliminated and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid.

 

  1. NON-EXCLUSIVE REMEDIES

 

17.1. If the Creator fails to pay and/or remit and/or return ThaVibes any amount owed pursuant to this Agreement when due and following a late payment notice being delivered by ThaVibes, such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of one percent (1%) per month or the maximum rate allowed by applicable law.

Contact Information

 Website: https://www.thavibes.ai

 Email: connect@thavibes.com

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