This is BrightStar's Merchant Agreement.
1.1 BrightStar Live Events. Welcome to BrightStar! We are a ticketing and registration platform dedicated to bringing the world together through live experiences. Through our platform, mobile apps and services, we enable people all over the world to create, discover, share and register for events. 1.2 The Services. BrightStar’s websites and domains, including www.BrightStarEvents.net, 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), and all of our free mobile applications, (collectively, the “Applications”) are offered, maintained and provided by BrightStar. We refer to all of these as our “Services.” BrightStar is a Maine corporation with its principal place of business at 40 Bolton Road, Harvard, MA 01451 (“BrightStar,” “us,” “we” or “our”). 1.3 Organizers and Attendees. Through the Services, BrightStar 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”).
2.1 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 utilizing the BrightStar Platform accepting the Terms of Service, you agree to the terms of this Merchant Agreement without modification and enter into a binding contract with BrightStar, 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.
(c) Appointment as Agent. With respect to any events for which Organizer uses BPP, Organizer hereby appoints BrightStar 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 BrightStar 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 BrightStar. Organizer agrees that in its role as limited agent, BrightStar 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, BrightStar assumes no liability for any acts or omissions of Organizer and Organizer understands that BrightStar’s obligation to pay Organizer is subject to and conditional upon receipt of the associated Event Registration Fees from Attendees. Organizer further authorizes BrightStar to delegate its obligations under this Merchant Agreement to certain of its affiliated entities both within and outside the United States, provided that BrightStar will remain liable for the discharge of its obligations under this Merchant Agreement by such affiliated entities. (d) Advances. Organizer agrees that any payments made by BrightStar of Event Registration Fees prior to the end date of the applicable event are merely advances of amounts that may become due to Organizer under this Merchant Agreement. If BrightStar decides to advance a portion of BrightStar Registration Fees to Organizer, Organizer acknowledges and agrees that BrightStar 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 BrightStar 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 BrightStar the portion of any such advance demanded. Organizer acknowledges and agrees that BrightStar 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 BrightStar 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 BrightStar believes there is a risk of cancellation or nonperformance, unless BrightStar receives adequate security (as determined by BrightStar 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 BrightStar 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. BrightStar reserves the right to retain a certain percentage of Event Registration Fees (with such percentage being determined by BrightStar 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. BrightStar’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 BrightStar with adequate security (as determined by BrightStar 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 BrightStar or its affiliates for any reason (except to the extent they are caused solely by BrightStar’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 BrightStar or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Organizer, and Organizer agrees to promptly and fully reimburse BrightStar for such amounts on demand. As part of BrightStar’s limited payment collection agency, BrightStar will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organizer and Organizer hereby authorizes BrightStar to do so and agrees to use reasonable efforts to cooperate with BrightStar in such re-presentment. However, BrightStar 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.
(h) Special Payment Terms. The following additional terms apply to the extent you use the corresponding payment option: i. Recurring Payments/Payment Plans. Organizer may use BrightStar’s “Payment Plan” functionality, upon BrightStar’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, including with respect to consumer cancellations and refunds. No additional fees or increased prices may be charged for tickets purchased on “Payment Plan” and the number of installments may not exceed four (4). 4.4 Refunds. (a) Refund Policy and Process. BrightStar’s Terms of Service set forth a no refund policy. 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, including any deviation from the BrightStar no refund policy. All refunds for BPP transactions must be processed through BrightStar, unless otherwise agreed by BrightStar. Refunds for FPP transactions must be processed 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, BrightStar may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to BPP transactions, BrightStar 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 BrightStar to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) BrightStar believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy, 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) BrightStar believes in its discretion that the refund request, if not granted, will lead to a chargeback that BrightStar is more likely than not to lose; (iv) Organizer failed to list a refund policy on the applicable event page and BrightStar believes in its discretion that a refund would be reasonable under the circumstances; (v) BrightStar believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (vi) BrightStar believes in its discretion that the order is a duplicate. Organizer also authorizes BrightStar to make refunds of any and all orders (including those for unrelated events) if (A) BrightStar believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) BrightStar believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) BrightStar 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) BrightStar 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 BrightStar to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse BrightStar and its affiliates upon demand for refunds that BrightStar makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds are caused by BrightStar’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to BrightStar in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback BrightStar 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 BrightStar 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 BrightStar, 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 BrightStar under the Terms of Service (including without limitation this Merchant Agreement), BrightStar 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 BrightStar; 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 BrightStar such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to BrightStar hereunder is not made by Organizer when due and after receiving a late payment notice from BrightStar, BrightStar 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 BrightStar upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by BrightStar in collecting past due amounts from Organizer under this Merchant Agreement, the Terms of Service or otherwise.
(c) Taxes. i. Organizer is solely responsible for determining which, if any, sales, use, amusement, value-added, goods and services, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the 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. If you do collect Taxes on the Services, those Taxes will be treated like Event Registration Fees and BrightStar 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. BrightStar 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 BrightStar to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse BrightStar for such Taxes upon demand and all costs, penalties, interest and expenses related thereto. Additionally, in the event that a governmental authority requires BrightStar to provide proof that Taxes attributable to your use of the Services were collected, remitted, and reported to the respective government authority, you agree to promptly furnish the requested proof upon BrightStar’s request within five (5) days of the request. ii. Due to IRS regulations, if BrightStar processes transactions, issues you payouts in excess of $600 and you are not a corporation, BrightStar is required to report to the IRS (i) the gross amount of transactions for which you have been paid in that calendar year. As part of these IRS regulations, BrightStar is required to either (A) collect Your Tax Information (ii) your name; (iii) your address; and (iv) your Tax Identification Number (“Your Tax Information”) ; or (B) establish that you are a foreign person not subject to US taxes.
iii. BrightStar 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 BrightStar. 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.