Organisation Agreement

This Organisation Agreement and the rights and obligations contained in this Organisation Agreement are in addition to and are incorporated into the Get Terms of Service by reference. Nothing in this Organisation Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms of Service. Please read this Organisation Agreement carefully: it contains important information about payment and refund terms and requirements, event prohibitions, rights you provide to us, and other rights, representations and liabilities. Further, any terms herein are governed by the dispute resolution terms (and subject to all other terms of the Terms of Service, including the arbitration provisions set forth in Section 9 of the Terms of Service. We recommend that you read those Terms, as they may affect your rights.

Get.

Welcome to Get! We are a club ticketing and registration platform dedicated to bringing together members. Through our platform, mobile apps and services, we enable people all over the world to create, discover, share and register for events, merchandise or membership redeemables.

 

The Services.

Get’s products, features and offerings are available through mobile applications, webpages, application programming interfaces, and subdomains (“Applications”). They are collectively referred to as “Get Properties” or our “Services”. Get is a Singapore company with its principal place of business at 250 North Bridge Road, Raffles City Tower, #11-02 (“Get,” “us,” “we” or “our”). When this Organisation Agreement mentions “Get,” “we,” “us,” or “our,” it refers to Get, Inc. and its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. An “Affiliate” of any entity means any person or entity that controls, is controlled by, or that is under common control with, such entity, whether as of the date of your agreement to this Organisation Agreement or thereafter. For purposes of this Agreement, “control” means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity or otherwise possessing the power to direct the management and policies of an entity.

Organisers and Consumers.

When this Organisation Agreement uses the term “Organiser” we mean event creators using the Services to create, list or promote events, merchandise or membership redeemables for consumers using our Services (a) to consume information about, or purchase tickets for events, merchandise or membership redeemables from Organisers (“Consumers”), or (b) for any other reason. Organisers, Consumers and third parties using our Services are all referred to in these Terms collectively as “Users”, “you” or “your”.

The following policy sets forth the terms and conditions upon which Organisers can use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event (this “Organisation Agreement”). By accepting the Terms of Service, you agree to the terms of this Organisation Agreement without modification and enter into a binding contract with Get, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event.

Disclosure Authorization.

 

Organisations agrees that Get is permitted to share Registration Data (as defined in the Terms of Service), Additional Registration Data and information relating to your events, merchandise or membership redeemables and transactions on the Services with our Payment Processing Partners (as defined below), the Card Schemes (as defined below) and Alternative Form of Payment Frameworks (as defined below) and with your bank or other financial institution, in each case to the extent your transactions or events, merchandise or membership redeemables involve such third parties. In addition, you authorise Get to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

 

Failure to Provide.

 

We reserve the right to suspend your Get 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.

As part of the creation of a paid event or at any time following such creation, you may be required by Get to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers 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, merchandise or membership redeemables. 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.

Overview.

(a) Payment Methods.

 

There are two types of payment processing options Organisations may elect to use to collect sales proceeds for tickets or registration they sell to Consumers: (i) “Facilitated Payment Processing” or “FPP,” which consists of Organisations directly receiving all sales proceeds (for the avoidance of doubt, including, without limitation, ticket face value, Get Service Fees, Get Payment Processing Fees, taxes, and royalties) from ticket, registration and merchandise (or other item) sales and donations solicited via the Services (collectively, “Event Registration Fees”) using third party payment services, such as PayPal®; and (ii) “Get Payment Processing,” “GPP,” or the “GPP Service,” in which Get acts as Organisations’s limited payments agent for the purpose of processing Event Registration Fees using its Payment Processing Partners (as defined below). Unless otherwise agreed by Get, (a) Organisations agrees not to preference one form or method of payment over another, and (b) Organisations agrees not to charge Consumers additional fees or other amounts in connection with one payment method where Organisations does not charge Consumers those fees or other amounts for all payment methods.

 

(b) Get’s Role.

 

For the avoidance of doubt, Get does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organisations other than, for Organisationss who elect GPP, serving as a limited payments agent as set forth below. To provide the GPP Service, Get utilises third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Organisationss and Get are subject to the rules and regulations of such Payment Processing Partners. Additionally, in certain instances, for you to participate in the GPP Service, you must have entered into a separate agreement with our Payment Processing Partner (the “Payment Processor Agreement”). For convenience, Get shows you a balance of proceeds for your events, merchandise or membership redeemables in your Get account, however, that balance merely reflects the amount of Event Registration Fees collected by a third party payment service (FPP) or by our Payment Processing Partners (GPP), and in the case of GPP, represents only a general unsecured claim against Get and not a store of value or a deposit/current account.

 

(c) Confirmations.

 

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

 

(d) Fees.

 

Regardless of the payment processing option elected, Organisations agrees to pay Get all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “Get Service Fee”). To the extent Organisations uses GPP, Organisations also agrees to pay Get the additional Get Payment Processing fee (the “Get Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The Get Service Fee and the Get Payment Processing Fee vary by country and processing currency. The current fees can be found here, with additional explanation in this article in our Help Centre. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organisations may from time to time request additional Services from Get, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which Get may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organisations prior to Organisations’s acceptance of such Services. The Get Service Fee, the Get Payment Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” In addition to such Fees, Get may also charge you, at Get’s standard rates, for research, including, but not limited to, (i) research required to respond to any third party or government subpoena, levy or garnishment on your account, and (2) research and activities necessary to verify and execute any payee change, whether pursuant to the Uniform Commercial Code (as discussed further below) or court order.

 

Get may charge various fees to Consumers that are not passed on to Organisationss, related to ticket sales, processing, handling, and access to various Get content and services. We have sole discretion to set and assess such fees.

 

Facilitated Payment Processing.

 

(a) Independent Relationship.

 

When using FPP, Organisationss and Consumers effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. Organisations will collect all Event Registration Fees through the applicable third party service and Get accepts no (and disclaims all) obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

 

(b) Invoices.

 

Invoices for Fees are sent to Organisationss monthly for Fees incurred in the previous month, provided that our failure to send a timely invoice will not excuse payment obligations. All invoices are due and payable within thirty (30) days of delivery of the invoice.

 

Get Payment Processing.

(a) Underwriting.

If you have requested GPP, then upon receipt of Additional Registration Data and if applicable your separate acceptance of the Payment Processor Agreement, Get will determine, in its discretion (which may be based on input from our Payment Processing Partners), whether you are qualified to use GPP. If you are not qualified to use GPP, but you are otherwise qualified to use the Services, Get will notify you and you may switch to FPP unless the reason that you do not qualify for GPP is that your event is a Prohibited Event, you are a Prohibited Merchant and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 5 of this Organisation Agreement. 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 GPP and you authorise us to reject any transaction over that limit. We may also from time to time in our discretion impose a reserve requirement on you under Section 4.3(f).

(b) Payment Process.

When using GPP, payment processing occurs directly through our Payment Processing Partners, and you understand and agree that within five (5) business days after the successful completion of an event, Get will on your behalf cause our Payment Processing Partners to pass along to you all Event Registration Fees related to such event that have been processed 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 or any of our Affiliates by you or any of your Affiliates under this Organisation Agreement, the Terms of Service or other applicable agreement for Services provided by Get or any of its Affiliates; (iii) any other deductions authorised pursuant to this Organisation 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 Organisations on the Services under “Payments & Payouts.” Payouts are made by ACH, or for Organisationss with Event Registration Fees in USD only, by check to an address in the United States or Canada. In addition, GPP 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 that the Commercial Entity Agreement (as defined below) is applicable to you, and notwithstanding the Payment Processor Agreement you may have entered into with our Payment Processing Partner, 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 Get to make a payout to you, you will not request or use any information related to that payout method (including, but not limited to, any check or check information) for any purpose that you know or should know to be fraudulent, erroneous or otherwise in violation of this Organisation 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 Organisation 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 from 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 Organisation 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 Organisation 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 that account number, 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, (a) setoff against your or your Affiliate’s reserve as defined under Section 4.3(f), (b) setoff against any Event Registration Fees you receive and any other fees for Services provided to you or any of your Affiliates by Get or any of its Affiliates (including for any Get fees or any other amounts you owe to Get under this Organisation Agreement, the Terms of Service, or any other agreement between you and us), or both (a) and (b), based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your or your Affiliate’s credit profile or the underlying event(s)’ risk profile, fraudulent conduct by you, any of your Affiliates or anyone acting on your behalf, or breaches of the Terms of Service, including this Organisation Agreement or any other applicable agreement for Services provided by Get or any of its Affiliates. 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. We may also exercise any of our rights and remedies under Section 4.5 of this Agreement regarding recovery of such amounts due and owing to us from you.

You understand that we may also debit your Event Registration Fees if Get is served with legal process seeking to attach or garnish any of your funds or property in Get’s possession.

You also understand that, as provided under Section 9-406 of the Uniform Commercial Code, we may be required, upon receipt of a notice of assignment and payment direction from your secured party (lender), to pay all or a portion of your Event Registration Fees as directed by your secured party. If we receive such a notice and direction, we will, after deducting our fees and expenses of compliance as provided above, make payments to your secured party as so directed without notice to you.

(c) Appointment as Agent.

With respect to any events, merchandise or membership redeemables for which Organisations uses GPP, Organisations hereby appoints Get as Organisations’s limited payment agent for the purpose of facilitating the receipt of payments made by Consumers for such events, merchandise or membership redeemables through our Payment Processing Partners, and the disbursement of those payments to Organisations. Organisations agrees that a payment made by a Consumer that is processed by Get will be considered the same as a payment made by a Consumer directly to Organisations and Organisations will sell or provide all advertised goods and services to the Consumer as if Organisations had directly received the Event Registration Fees from such Consumer, regardless of whether the Event Registration Fees have yet to be or are ever received from Get. Organisations agrees that Get, in its role as limited payments agent, is authorised to (i) enable Consumers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Organisations during the event registration process); (ii) hold, disburse and retain proceeds on Organisations’s behalf pursuant to this Organisation Agreement, or otherwise instruct our Payment Processing Partners to do so; (iii) issue refunds to Consumers 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 Organisations, Get assumes no liability for any acts or omissions of Organisations and Organisations understands that Get’s obligation to pay Organisations is subject to and conditional upon Consumers’ actual payment of Event Registration Fees. Organisations further authorises Get to delegate its obligations under this Organisation Agreement to certain of its affiliated entities both within and outside the United States, provided, that Get will remain liable for the discharge of its obligations under this Organisation Agreement by such affiliated entities.

(d) Advances.

Organisations agrees that all Event Registration Fees for a given event are earned by Organisations only following the conclusion of the applicable event. Get, in its discretion, may determine to advance a portion of Event Registration Fees to Organisations prior five (5) business days after the successful completion of an event, on such terms and conditions set forth in (i) this Organisation Agreement; (ii) the applicable agreement for Services entered into by you and Get; and/or (iii) such terms that Organisations and Get agree to in a separate agreement. Organisations agrees that any payments made by Get of Event Registration Fees prior to the fifth (5th) business day after the end date of the successful completion of the applicable event are merely advances of amounts that may become due to Organisations under this Organisation Agreement. If Get decides to advance a portion of Event Registration Fees to Organisations, Organisations acknowledges and agrees that Get may at any time (x) terminate or suspend Organisations’s right to receive such advance payments; and/or (y) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to Organisations. In addition, Organisations agrees that Get 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 Organisations’s credit profile or the underlying event(s)’ risk profile, or breaches of the Terms of Service, including this Organisation Agreement. Upon receipt of notice of any such demand, Organisations will thereupon promptly pay back to Get the portion of any such advance demanded. Organisations acknowledges and agrees that Get has the right to withhold funds as set forth in Sections 4.3(b) and 4.5(a) of this Organisation Agreement. Organisations also acknowledges and accepts its obligations under Section 4.3(g) and 4.4(c) of the Organisation Agreement, including its obligations to reimburse Get for refunds and credit card chargebacks.

(e) Cancellations; Nonperformance.

No payments will be made to Organisations with respect to any event that is cancelled or with respect to which Get believes there is a risk of cancellation or nonperformance, unless Get receives adequate security (as determined by Get in its discretion) for Organisations’s obligations under this Organisation Agreement. In addition, no Event Registration Fees for a given event will be settled to Organisations until that event is successfully completed. If payments have already been settled to an Organisations for a cancelled event, Organisations will immediately refund to a payment address designated by Get all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.4. You are responsible for complying with the requirements of Section 4.4 and the requirements of the Organisations Refund Policy Requirements which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds due to Get that are sufficient to cover refunds due to Consumers for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 4.4(c) below, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under these Terms of Service, including this Organisation Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

(f) Reserves and Get Right of Setoff.

Get reserves the right to retain a certain percentage of Event Registration Fees and any other fees for Services provided to you or any of your Affiliates by Get or any of its Affiliates (with such percentage being determined by Get 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 Organisations’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 Organisation Agreement, or to protect Get against fraudulent or erroneous activity. Get’s right to hold a reserve will continue following the applicable event(s) and until either (A) Organisations and any of its Affiliates have discharged all obligations under the Terms of Service or other applicable agreement for Services provided by Get or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Organisations and any of its Affiliates have otherwise provided Get or any of its Affiliates with adequate security (as determined by Get or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Get or any of its Affiliates, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in Section 4.3(b). In the event that the exercise of our or our Affiliates’ setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us or any of our Affiliates under the Terms of Service or other applicable agreement for Services provided by Get or any of its Affiliates, including this Organisation Agreement, then such amount of funds will 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 Get or its affiliates for any reason (except to the extent they are caused solely by Get’s negligence or willful misconduct) with respect to an Organisations’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Get or its affiliates in connection with such chargebacks will ultimately be the responsibility of Organisations, and Organisations agrees to promptly and fully reimburse Get for such amounts on demand. As part of Get’s activity as limited payments agent, Get will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Organisations and Organisations hereby authorises Get to do so and agrees to use reasonable efforts to cooperate with Get in such re-presentment. However, Get will 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 Organisations’s refund policy or the provisions of Section 4.4(c) below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that Get’s loss of any chargeback that has been re-presented by Get will not in any way limit Organisations’s obligation to reimburse Get and its affiliates under this paragraph.

(h) Currencies.

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

(i) Payment Scheme Rules.

The Card Schemes and Alternative Form of Payment Frameworks require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the “Payment Scheme Rules”). We may be required to change this Organisation Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in GPP, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks.

(j) Special Payment Terms.

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

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

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

 

Regardless of what payment method is selected, Organisations agrees to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Organisations Refund Policy Requirements and to administer such policy in accordance with its terms. The Organisations Refund Policy Requirements are incorporated by reference into this Organisation Agreement. All refunds for GPP transactions must be processed through Get, unless otherwise agreed by Get. For GPP transactions, Organisations can issue refunds to Consumers 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 Get. Get may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organisations. Consistent with the Consumer 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, Organisations agrees to issue refunds to Consumers either by using backup funding sources within the Get platform (e.g. additional security sources), or by remitting funds due for refunds back to Get so that refunds can be processed by Get on the Organisations’s behalf.

(ii) Organisations agrees that no refunds will be made outside of the Get platform (e.g. offline), and GPP refund transactions may only be employed for bona fide event refunds, and not for other money transfers, including without limitation cash advance transactions.

(iii) If Organisations elects to remit funds back to Get so that Get can process refunds on Organisations’s behalf, Organisations must remit funds to Get that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.

(iv) Organisations agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.

(v) Organisations will be the main point of contact for Consumers with refund requests, and Organisations will instruct the Consumers not to contact Get with refund requests.

(vi) Organisations will provide clear instructions and contact information to Consumers so that Consumers can make refund requests, or, alternatively, Organisations will turn on the in-product refund request function within the Get platform and respond to any Consumer refund requests received.

(vii) Organisations acknowledges that Get reserves the right to charge the Organisations for the cost of charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

(viii) If the Organisations cancels only part of a multi-day event, then Organisations 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 Organisations sells a 3-day ticket to a festival for $150, and cancels 1 day of the festival, the Organisations must provide a $50 refund to Consumers for the cancelled day.

(ix) If the Organisations is offering Consumers an “other make good” refund in lieu of purchase price refund, then such offer must be of equal or greater value to the value of the ticket for the cancelled event and such value must be clearly communicated to the Consumers. Organisations agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an “other make good” refund is given.

(b) Refund Disputes.

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

(c) Mandatory Refunds.

Notwithstanding the foregoing, Organisations authorises Get to make refunds in the following situations (i) Organisations specifically authorises the refunds at the time; (ii) the event description presented to an Consumer at time of purchase is significantly different from the actual event; (iii) Attendees are unable to attend the event due to failure of the Organisations to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns; (iv) Get believes in its discretion that specific orders should be refunded under the Organisations’s posted refund policy or Get’s Organisations 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) Get believes in its discretion that the refund request, if not granted, will lead to a chargeback that Get is more likely than not to lose; (vi) Organisations failed to list a refund policy on the applicable event page and Get believes in its discretion that a refund would be reasonable under the circumstances; (vii) Get believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) Get believes in its discretion that the order is a duplicate. Organisations also authorises Get to make refunds of any and all orders (including those for unrelated events, merchandise or membership redeemables) if (A) Get believes in its discretion that Organisations has engaged in any fraudulent activity or made any misrepresentations; (B) Get believes in its discretion that there is substantial risk of nonperformance by Organisations with respect to the applicable event or future events, merchandise or membership redeemables; (C) Get 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) Get believes in its discretion that Organisations is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited events, merchandise or membership redeemables or that failing to make the refunds would otherwise expose Get to legal liability. Because all sales are ultimately made by Organisationss, Organisations hereby agrees to promptly and fully reimburse Get and its affiliates upon demand for refunds that Get makes pursuant to this Organisation Agreement, other than to the extent that the necessity for such refunds is caused by Get’s negligence or willful misconduct. Organisations acknowledges and agrees that chargebacks will result in losses to Get in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Get is mitigating such losses and its damages with respect to Organisations’s breach of this Organisation Agreement. If you do not remit funds to Get that are sufficient to cover mandatory refunds as described by this Section 4.4(c) for an event cancellation or nonperformance, 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 Organisation Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement.

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.

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 organised, 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.

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your events, merchandise or membership redeemables are ticketed correctly, and that only valid tickets are honored. You understand and agree that Get is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honored, including any tickets procured through, or representing, fraud or deceptive practises

In addition to our right to terminate your use of the Services under the Terms of Service, Get may terminate this Organisation Agreement and your right to use the Services to create, promote and collect sales proceeds for events, merchandise or membership redeemables (a) if you are in violation or breach of any provision of this Organisation Agreement; (b) if our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the GPP Service or your right to accept payments via the GPP Service in their sole discretion; (c) if Get is served with legal process seeking to attach or garnish any of your funds or property in Get’s possession; or (d) Get is put on notice pursuant to UCC 9-406 of a “Notice of UCC Demand” or similar communication, or a UCC-1 financing statement, informing Get that you have granted a right to assignment of payments to the your lender as a secured party.