Chale App Merchant Agreement
1. Who We Are.
1.1 About Us.
Welcome to the Chalé App! We appreciate you being here!
Serving event organizers and attendees in almost 21 countries, we are a global events marketplace committed to uniting people worldwide through live events, whether they are virtual or in person.
The main address of Chalé App, an African American corporation with registration number 4742147, is 255 S Grand Avenue, Los Angeles California, 90012 USA and 18 Lesotho Avenue, Accra Ghana ("Chalé App," "we," "us," or "our"). By "Chalé App," "we," "us," or "our," as used in this Merchant Agreement, we mean Chalé App, its Affiliates (as defined in the Terms of Service), subsidiaries, and each of its officers, directors, agents, partners, and employees.
1.2 Chale App Services.
Here’s a summary of our services.
Organizer Services: In this Merchant Agreement, "Organizer Services" refers to both the Marketing and Operational Services (described below) and the Ticketing Services. For the sake of clarity, Organizer Services are covered under the Terms of Service's definition of "Services."
(a) Ticketing Services: We offer a platform for you and other event organizers to sell tickets, handle registrations and other tasks, and collect money for your events (the "Ticketing Services").
(b) Marketing and Operational Services: In addition to onboarding assistance and account management (collectively with the Marketing Services, “Marketing and Operational Services”), we may offer you and other organizers marketing and promotion services like those outlined below in the “Marketing Services” section (“Marketing Services”).
The Terms of Service, this Merchant Agreement, and any other written agreement we deem essential will govern the provision of services as we see fit. This Merchant Agreement will take precedence over the separate written agreement in the event of a controversy.
2. Our Merchant Agreement.
2.1 Purpose and Scope.
The terms and restrictions for your use of the Organizer Services are established in this Merchant Agreement. In this Merchant Agreement, "Organizer,", “Show Organizer” "you," or "your" may be used to refer to any user of our Organizer Services, even if they are not a User of the Ticketing Services.
By using the “Create Event” or “Organizer Services” or registering as an Organizer, you are entering into a legally binding contract with us that will regulate how you use the Show Organizer Services and agreeing to the terms and conditions of this Merchant Agreement, the Terms of Service, and our Privacy Policy, in its entirety. If you disagree with the terms and conditions of this Merchant Agreement, the Terms of Service, or our Privacy Policy, do not use the Show Organizer Services or register as an Organizer.
3. Eligibility for Organizer Services.
3.1 Eligibility.
Please make sure you’re eligible before using our Show Organizer Services.
To use the Organizer Services, you must:
(a) have the authority to enter into this Merchant Agreement on your own behalf or on behalf of the entity using the Organizer Services;
(b) comply with our Terms of Service and all applicable laws; and
(c) review and agree to our third party payment gateway account Agreement, which may modify from time to time) and any other required third party agreement, if applicable.
All information you submit must be truthful, accurate, and complete, and you must promptly notify us of any changes.
We can approve or deny your registration for the Organizer Services, limit, suspend, or terminate your access to the Organizer Services, and/or place transactional limits on payouts at any time, for any reason, with or without notice. We can also change these eligibility requirements at any time.
3.2 Additional Registration Data.
We may need some additional information from you.
After registering for the Organizer Services, we may require you to provide additional information 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, 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 driver’s license number, country of origin, copies of government identification documents, and other personal information.
We may use this information to verify your identity, the validity and/or legality of your transactions, and/or whether you qualify to use the Organizer Services. You must:
(a) promptly provide accurate and complete information and
(b) regularly and quickly update this information to make sure it remains accurate and complete.
3.3 Disclosure Authorization.
We may need to share your information with third parties who help us provide services to you.
We may share Registration Data, Additional Registration Data, and information about events and use of the Services with our Payment Processor Partners, the Card Schemes and Alternative Payment Frameworks (as each are defined below), and with your bank or other financial institution, if the Services involve these third parties. You also authorize us to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third-party credit reporting agencies.
3.4 Failure to Provide.
Be sure to provide us with all information that we request so you don’t lose access to our services or your payouts.
You are not entitled to receive any payments from tickets, registrations, or other items sold from us or our Payment Processor Partners unless and until you provide full and accurate Registration Data and Additional Registration Data. We reserve the right to suspend or terminate your Chalé App account and/or your access to the Organizer Services, and to withhold any payments otherwise due to you, if we believe that your Registration Data or Additional Registration Data is inaccurate or incomplete.
3.5 Prohibited Merchants; Prohibited Events; Prohibited Transactions.
We can’t do business with certain people and entities.
1. Prohibited Merchants.
By registering for the Organizer Services and accepting this Merchant Agreement, you represent and warrant that:
A. you are not located in, and you are not a national or resident of, any country for which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services similar to our Services ("Restricted Countries");
B. you are not a person or entity or under the control of or affiliated with a person or entity that
i. appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List;
ii. appears on the U.S. Department of State's Terrorist Exclusion List;
iii. appears on the Bureau of Industry and Security's Denied Persons List;
iv. appears on the Consolidated List of Targets published by the U.K. HM Treasury;
v. appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; or
vi. is subject to sanctions in any other country; and
- you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Payment Framework is not revoked or suspended.
If we determine that you fall into any of the categories above, you are a "Prohibited Merchant."
2. Prohibited Events.
You may not post events to the Chalé App Properties or engage in activities through the Organizer Services that:
A. violate or help violate any applicable local, state, provincial, national or other law, rule or regulation;
B. are prohibited under the Payment Scheme Rules;
C. contain any Content that violates the Terms of Service or the Chalé App Community Guidelines; or
D. take place in Restricted Countries or restricted regions, which include (but are not limited to) Iran, North Korea, Syria, Crimea, Donetsk People’s Republic, and Luhansk People’s Republic. Also, you must have our prior written approval to post events in Cuba or Russia because additional licensing requirements may apply.
If we determine that an event falls into any of the categories above, it is a “Prohibited Event.”
3. Prohibited Transactions.
You may not process any of the following transactions, and you represent and warrant that you will not submit for processing any of the following:
A. any transaction that violates or is considered “high risk” (or another restricted category) by the Payment Scheme Rules, including any transaction involving certain adult content or activities, illegal goods or services (including cannabis), paraphernalia associated with any illegal goods or service, crypto-currency purchases, raffles, sweepstakes, or gambling;
B. any fraudulent or criminal transaction;
C. any transaction that would be a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or
D. any transaction that is unrelated to your events on the Chalé App Properties. For clarity, our payment processing services may only be used for the purchase of tickets or registrations for your events on the Chalé App Properties, or to sell items or solicit donations directly related to such events.
If we determine that a transaction falls into any of the categories above, it is a "Prohibited Transaction."
4. Suspension and Termination of Organizer Services; Survival of Obligations.
4.1 Suspension and Termination.
Here are reasons why we might need to suspend or terminate your access to the Organizer Services.
We may limit, suspend, or terminate your access to the Organizer Services and/or your ability to receive payments at any time and for any reason, including if:
- You become ineligible for the Services or violate any provision of this Merchant Agreement, the Terms of Service, or any other Chale App policy applicable to you;
- You fail to pay when due any Chale App Fees (defined below), including instances in which your credit card is declined or you fail to provide accurate and updated Payment Information (defined below);
- Our Payment Processor Partners or Card Schemes refuse to facilitate payments to you or to engage in services involving you;
- We are served with a legal process seeking to attach or garnish any of your funds or property in our possession;
- We learn that you have granted a right to assignment of payments to any party, for any reason; or
- You are a Prohibited Merchant, have organized Prohibited Events, and/or process or submit Prohibited Transactions.
4.2 Account Deletion.
You can delete your account, but you’ll still be bound by your agreements with us.
You may stop participating as an Organizer at any time by deleting your account in accordance with the Terms of Service. If you delete your account, you are still bound by this Merchant Agreement and any other Chale App policy that applies to you, as well as any other written agreement you may have with us.
4.3 Effect of Termination.
Let’s make sure we each have what we’re owed.
If your account is terminated, we (through our Payment Processor Partners) will, within a reasonable time, pay any amount owed to you, as long as the payments are permitted by applicable laws, regulations, and orders. We may hold funds we owe you to make sure that there are no Chargebacks, refunds, credits, balances owed to us, or other deductions that should be made from the funds we owe you. We will otherwise have no further payment obligations to you.
Upon termination of your account, our obligation to perform the Organizer Services will immediately expire. You will still owe us all Chale App Fees associated with the terminated Organizer Services, and all outstanding fees will become immediately due and payable, even if all of the Organizer Services associated with such fees have not yet been performed.
4.4 Continued Obligations.
Some terms will still be effective even after termination.
All provisions of this Merchant Agreement that by their nature should survive termination of your account and/or termination of the Organizer Services will survive (including your obligations related to refunds, payments, and Chargebacks [defined below])
5. Payment Processing.
5.1 Payment Processor Partners.
We partner with third-party payment processors to facilitate your transactions.
We offer tools to assist you in selling tickets, registering attendees, and other tasks to customers who are interested in your events as part of the Organizer Services. We collaborate with merchant acquirers and/or third-party payment processors (referred to as "Payment Processor Partners") to process payments for you.
The policies and guidelines of our Payment Processor Partners apply to both you and us. Some of our Payment Processor Partners are Start Button, Paystack and Stripe, Inc. ("Stripe"), might be able to help you with payment processing. You also accept the Payment Processor Partners Agreement when you accept this Merchant Agreement or keep using the Chalé App as an Organizer.
You must give us correct and comprehensive information about you and your company, and you give us permission to share it with Payment Processor Partners along with transaction details, in order for us to enable payment processing services through Stripe. Additionally, we use Startbutton as our third method of paying organizers, depending on your area and desired method, and Paystack as a method of paying organizers.
5.2 Chalé App Payment Processing.
This is the payment processing method that most Organizers on our platform will use to collect proceeds for tickets or registrations they sell to Consumers.
CAPP: Using our Payment Processor Partners, we serve as your limited payments agent to handle payment transactions on your behalf when you use Chalé App Payment Processing ("Chalé App Payment Processing" or "CAPP"). We handle the entire amount of consumer-purchased tickets, registrations, and other products for your events as a limited agency ("Event Proceeds"). In exchange for facilitating the transaction, you will pay us the "Chalé App Payment Processing fee" for each ticket, registration, or other item sold or donation accepted, in addition to any other applicable Chalé App costs.
Payouts: Organizers who use CAPP will receive the event proceeds, less Chalé App fees, taxes, and other deductions and setoffs (described below), if any, no later than five (5) business days following the event's conclusion. The payout to your selected payout method will thereafter be facilitated by our Payment Processor Partners. If you, a Payment Processor Partner, or any other third-party provider delay, fail, or violate a contract, we won't be responsible for any missed, rejected, or delayed payouts.
See Section about "Scheduled Payouts," for more details if you would prefer to get paid earlier (before your event ends).
Methods of Payout: Payouts to CAPP users can be made in a number of ways, such as: (1) ACH to a bank account in their name; and (2)Mobile Money Account or (3) Check / Cheque
Furthermore, our Payment Processor Partners might permit you to take payments from non-card-based payment networks like direct debit and other alternative payment methods (the "Alternative Payment Frameworks") as well as card-based payment networks like Visa®, MasterCard®, American Express®, and Discover® (collectively, the "Card Schemes").
If you receive a check from us, you are in charge of keeping it secure and under control. You also have to let us know within 24 hours if you discover that the check was stolen, lost, or obtained fraudulently.
Furthermore,
· We have the right to pay any check we issue to you, regardless of who presents the check for payment or whether it is lost, stolen, or otherwise fraudulently or incorrectly obtained or presented.
· You (not we) are also liable for any losses if a check we issue to you is lost, stolen, or obtained in any other way.
· In the event that a check is provided to you and is cashed or deposited more than once as a duplicate payment, you will compensate us for any claims, losses, expenses, and damages we sustain.
Transaction Limits: We may occasionally decide to set a transaction limit on the total amount of any particular transaction that you process through CAPP for security, risk management, or to satisfy the needs of our Payment Processor Partners. You give us permission to reject any transaction that exceeds that limit.
Currencies: We only provide CAPP for certain currencies and for organizers in certain locations. In addition, Event Proceeds collected in a currency may only be paid out to you in the currency in which they are collected. We do not provide currency conversion services.
You may be eligible for different payment options or payment methods depending on the currency in which you collect Event Proceeds and your location.
Qualification: If we determine that you are not qualified to use CAPP but are otherwise qualified to use the Organizer Services, we may notify you about switching to Facilitated Payment Processing (defined below) as an alternate payment processing method.
5.3
Chargebacks and Reversals.
You are responsible for credit card chargebacks and other transaction reversals in connection with your events.
Credit card chargebacks and transaction reversals (collectively, “Chargebacks”) can occur, including when a Consumer disputes a transaction with a Card Scheme or Alternative Payment Framework. As an Organizer, you are responsible for paying and reimbursing us promptly and fully for any Chargebacks in connection with your Event Proceeds or other payments and for all related credit card association, payment processing, re-presentment, penalty and other fees (together with Chargebacks, “Chargeback Costs”) that we, our Payment Processor Partners, or any of our other partners incur in connection with your Chargebacks.
As your agent, we retain full discretion over Chargeback management. We will use commercially reasonable efforts to manage Chargebacks on your behalf, which may include disputing or accepting Chargebacks as we deem appropriate, in our sole discretion. When determining whether to dispute or accept a chargeback, we take various factors into account, which may include, but are not, limited to: the event date, the chargeback reason, our likelihood of winning the chargeback, and whether the order should be refunded in accordance with your refund policy. You authorize us to do so, and you will cooperate in the Chargebacks re-presentment process.
We have no obligation to dispute or represent any Chargebacks that:
· We determine we are more likely than not to lose;
· Should be refunded in accordance with your event refund policy; or
The Payment Scheme Rules (defined below) provide discretion to the Card Schemes and Alternative Payment Frameworks in managing Chargebacks, and if we lose a Chargeback dispute initiated on your behalf, you are still required to reimburse us. You may not encourage or enable consumers to file Chargebacks for purchases made on our Services.
5.5 Payment Scheme Rules.
You must always comply with the rules of the payment networks that you use.
You must comply with the rules and regulations published by the Card Schemes and Alternative Payment Frameworks (collectively, the “Payment Scheme Rules”). Depending on the payment methods that you use with CAPP, you may be subject to different Payment Scheme Rules.
The Payment Scheme Rules require, among other things, that you 1) submit only bona fide transactions, 2) limit how you use Card Scheme logos and trademarks and 3) authorize the Card Scheme and its affiliates to use your name, address and URL to show that you participate in the Card Scheme.
The Payment Scheme Rules are publicly available for you to review and may change from time to time. We may also be required to update this Merchant Agreement to reflect changes to the Payment Scheme Rules.
5.5 Commercial Entity Agreements.
If your card-based transactions are large enough, we may require you to enter into an additional agreement.
You may be required to enter into an additional agreement directly with one of our Payment Processor Partners or with the applicable Card Scheme. Typically, this happens if your transactions exceed fifty thousand dollars ($50,000) with a particular Card Scheme on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a "Commercial Entity Agreement" to which you must agree to continue receiving payouts. If you fail to accept that Commercial Entity Agreement, we may suspend or terminate your account.
5.6 Roles and Relationships.
When a Consumer makes payment to our payment processors, you must treat the Consumer as if they paid you directly.
Your Obligations to Consumers: When a Consumer makes a payment (e.g., when they purchase a ticket for an event) and that payment is then processed by one of our Payment Processor Partners, you will treat it the same as if the Consumer paid you directly. This means that you will sell or provide the Consumer all advertised goods and services as if you had received the Event Proceeds directly from the Consumer, regardless of whether you have received or ever receive the Event Proceeds.
Our Role: We do not and will not provide you with banking, deposit taking, stored value, insurance or any other financial services. Although we may show you a balance of event proceeds in your Chalé App account, that balance merely reflects the event proceeds collected by a third-party payment service. This information does not constitute a deposit or other obligation of Chalé App or any Payment Processor Partners to you and is provided for reporting and informational purposes only. You are not entitled to, and have no ownership or other rights in the balance displayed, until applicable funds are paid out to you in accordance with this Merchant Agreement. You are not entitled to any interest or other compensation associated with such funds pending payout.
We, acting as your agent, are authorized to:
· Hold, retain and pay out Event Proceeds to you using our Payment Processor Partners;
· Transfer or upgrade a Consumer’s ticket or registration (if those transfers are permitted by you in your event registration process);
· Issue refunds to Consumers as set forth in this Merchant Agreement and any other Payment Processor Agreement;
· Manage and dispute Chargebacks; and
· Delegate our obligations to certain of our affiliated entities and/or partners within and outside the United States, provided that we remain liable to fulfill our obligations under this Merchant Agreement.
We are not liable for any of your acts or omissions, and any obligation to pay you is conditional on you complying with this Merchant Agreement, the Terms of Service, and Consumers’ actual payment of Event Proceeds.
5.7 Confirmations.
You will honor confirmed orders placed by Consumers through Chalé App.
When an order is placed by a Consumer and confirmed through Chalé App, we generate a confirmation message and issue a unique confirmation number. You must accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed through the services. It is your responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.
5.8 Escheatment.
You could lose rights to your payouts if your payment method on file is not accurate or updated.
Payouts will automatically be made to your payment method on file. If, for some reason, we cannot make a payout to that payment method and you fail to provide an updated, approved payout method for a period of time as set forth in applicable unclaimed property laws (e.g., escheatment), we will escheat the amount, after due notice, to the applicable government authority in accordance with applicable laws.
5.9 Special Payment Terms.
If you use our “Installment Payment Plan-IPP” or “pay by invoice” functionalities for your Consumers, the following terms apply to you.
Recurring Payments / Installment Payment Plan (IPP). You might be eligible to use our "IPP" feature to accept recurring payments from Consumers for your events. If you use IPP, you must display all required notices to comply with applicable laws, rules and regulations and the Payment Scheme Rules, including with respect to consumer cancellations and refunds. The number of IPP you offer Consumers may not exceed four (4). You will not charge any additional fee or increased price for tickets purchased using IPP.
Pay by Invoice: If we determine you are eligible to use our “Pay by Invoice” feature to collect payments from Consumers for Your Chalé App Events, any “Pay by Invoice” transaction is exclusively between you and the applicable Consumer. Here is how it works:
· We collect applicable bank information from you and display it on invoices/order confirmations that we deliver to Consumers.
· You are responsible for collecting the payment directly from the Consumer and marking the ticket, registration or other item as “paid” in your Chalé App account.
· Once a ticket, registration or other item is marked “paid,” we will validate the Consumer’s ticket.
· It is your sole responsibility to provide accurate bank information, collect all amounts due from Consumers, make any necessary refunds, and accurately mark the status of the ticket, registration or other item as either “paid” or “unpaid” in the Organizer Services.
· For CAPP users using “Pay by Invoice,” we will deduct Ticketing Fees from your payout.
6. Marketing Services
6.1 Overview
Promote your events and grow your community with Chalé App’s Marketing Services.
We offer a powerful suite of tools designed to help event organizers reach the right audience both on and beyond the Chalé App. With our built-in messaging features, social Media feature, ad integrations, and in-app promotional tools, you can create buzz, boost visibility, and drive ticket sales with ease. These tools include our Messaging Service, Social Ad Service, and Chalé App Ads, each designed to help you connect meaningfully with your audience.
6.2 Messaging Service
Reach your audience directly through email, SMS, or some in-app messages.
The Messaging Service lets you create and send marketing content (aka a “Messaging Campaign”) via email, SMS, social platforms, and direct messages. You can share offers, updates, and event highlights with your target audience— from your dashboard or third-party platforms. Once a campaign is sent or scheduled, it cannot be edited. While we provide the tools, delivery depends on multiple factors, so we can’t guarantee 100% reach.
A few important rules
By using the Messaging Service, you agree to the following:
You have permission to contact your audience and have collected their info legally.
Your campaigns comply with all relevant privacy and marketing laws.
You’re using this service only to promote your events or offers on Chalé App.
Your messages are honest—no misleading subject lines or headers.
You include a clear unsubscribe option in your messages and respect opt-out requests immediately.
You won’t contact anyone who hasn’t given permission to receive messages from you.
Respecting your audience’s data
Only send messages to users who’ve explicitly opted in to hear from you. You’re responsible for handling all consumer data according to local laws and industry best practices.
Performance matters
We may pause or restrict your messaging access if your campaigns result in high bounce rates, complaints, or unsubscribes.
6.3 Social Ad Service
Take your event beyond the app—promote it directly on social media.
With Chalé App’s Social Ad Service, you can create and publish ads for your events on popular social networks like Facebook, Instagram, LinkedIn, and more. It’s a simple way to reach a wider audience and build hype around your event.
Utilizing Chalé App Social Media:
You’ll create your ad by entering key details—like your event description and target audience. Once submitted, you can still make limited edits, pause, or delete the ad directly from your Chale dashboard.
While we make it easy to launch ads, please note:
We can’t guarantee that your Social Ad will be accepted or published by the social network.
Chale doesn’t control or review your Social Ads, and we don’t make changes to your content.
If your ad is rejected by a social platform, you can tweak and resubmit it as many times as needed, free of charge.
Note: Advertising within the Chalé App itself is managed separately—see the next section on Chalé App Ads for details.
6.4 Promotions & Promotional Emails
If you’re planning a Promotion—like a contest, giveaways, sweepstakes, or special campaign—you’re in full control. That also means you’re fully responsible for how it runs and making sure it complies with all applicable laws.
To do:
Clearly outline the Official Rules for your Promotion and stick to them.
Follow all local, national, and international laws—including email marketing laws and regulations around contests and giveaways.
6.5 Third-Party Integrations
To get the most out of Chale’s Marketing Services (like our Social Ad Service), you may need to link your Chalé App account to third-party platforms like Facebook, LinkedIn, or others. By doing so, you agree to follow their terms just as you do ours.
Connecting Accounts
When you connect a third-party account to Chale, we may access certain information (like your name or location) depending on your privacy settings.
6.6 Consumer & Marketing Data
Use data responsibly—Chalé helps you stay compliant and connected.
Consumer Data
To run targeted campaigns (via email, SMS, or ads), you might need to share Consumer Data with us—either directly or through connected third-party platforms. You control what data is shared, and you’re responsible for making sure it’s collected and used in line with privacy laws and consumer consent.
Chalé may access this data only with the permissions you grant, and only for the purpose of helping you run your campaigns. You’re also responsible for obtaining all necessary consents before using any personal data for marketing.
Private Interactions
Consumers may connect with you through Chalé or other platforms. You can respond using Chale’s messaging tools or external methods (like email or social media), as long as the user has interacted with your content. Chalé isn’t liable for what happens in private communications outside our platform.
Marketing Data
We generate our own insights, called Marketing Data, based on trends and engagement patterns across our platform. This data never includes personal information, but it helps us (and you) understand what’s working. Chalé owns all rights to this data and may use it to improve services and build new features. You’ll only have access to what’s relevant for your campaigns.
6.7 Termination Rights
If we find that your promotional content or campaigns violate our terms, guidelines, or applicable laws, we may remove them or suspend your access to Chalé App’s Marketing Services—at any time, with or without notice.This includes any Messaging Campaigns, Social Ads, Promotions, or other marketing efforts you’ve launched through the platform.
7. Chalé App social media and Ad-ons Services
7.1 Definitions.
Publish Featured Content on our Content Channels using the Chalé App Ads Service.
“Chalé App Ad-on Service” means our firm display featured Content (defined below) in the manner specified by you when purchasing the Chalé App Ads Service through the Chalé App Ads tool available on the Chalé App Site (“Chalé App Tool”), or as otherwise mutually agreed upon by us and you in writing. The Chalé App Ad-ons Service may not be available in all markets. For clarity, the Chalé App Ad-on Service is included in the definition of Marketing Services.
“Content Channels” mean the websites, mobile applications, blogs, emails, newsletters, social media posts, and other content channels and/or advertising opportunities operated and/or utilized by us, including our search results pages and the display pages of events listed on the Services.
“Featured Content” means the artwork, text, graphics and media files featuring you or your Offering(s) (as defined below) for publication in Content Channels, including images, messaging (including calls to action), and core campaign colors. Featured Content includes any event listing or excerpts used for publication in Content Channels via the Chalé App Ads Service.
7.2 Implementing Partners.
We may partner with software Providers to deliver the Chalé App Ads Service.
We may partner with any third-party vendor, software providers, Organizer, venue owner, asset owner, marketing agency, or media broker (each, a “implementing Partner”) to offer the Chalé App Ads Tool and the Chalé App Ads Service.
7.3 Ad Content Guidelines.
Your content must comply with our Ad Content Guidelines.
When accessing or using the Chalé App Ads Service, you must comply with the Chalé App Ads Guidelines (“Ad Content Guidelines”), which are incorporated herein by reference. We or any implementing Partner may terminate any Insertion Order or campaign if we or our implementing Partner believes that it violates our Ad Content Guidelines. If you violate any of the Ad Content Guidelines, in addition to other available remedies, we reserve the right to terminate, limit or suspend your access to the Chalé App Ads Tool and the Chalé App Ads Service.
7.4 Fees and Payment for Chalé App Ads Service.
Pricing for the Chalé App Ads Service is based on multiple factors.
Chalé App Fees for the Chalé App Ads Service will be calculated based solely on our measurements of performance metrics (e.g., impressions, clicks, conversions, leads, etc.) on the Chalé App Ads Service, which are dynamically priced and administered by us based on factors such as your event category, location, timing, and the most relevant audience. We may make certain performance metrics available for review within the Chalé App Ads Tool. We intend, but do not guarantee, to fulfill your maximum budget as specified in the Insertion Order. The Chalé App Fees for each Insertion Order will be billed regularly in arrears based on allocation of the campaign budget and charged to your credit card. If we are unable to charge your credit card in the amount of Chalé App Fees owed for the Chalé App Ads Service, you agree to pay such Chalé App Fees immediately.
7.6 Featured Content / Post.
Kindly keep in mind when delivering Featured Content for Placement.
Approval Rights: We reserve the right to reject any content you post as Content. We and our implementing Partners have final approval rights over all Featured Content. The Featured / Posted Content will be distinguished in the Content Channels as paid, sponsored, advertised or promoted content, and we retain full discretion over the content surrounding the Featured Content.
Placement: We retain full discretion over the specifications for each content. The Chalé App Ads Service is provided on a nonexclusive basis, and nothing in this Merchant Agreement or any Insertion Order will limit our or any Fulfillment Partner’s right to sell or offer available Content Channel inventory itself, or provide other third parties the right to sell or offer available Content Channel inventory.
Representations: You represent, warrant and agree that:
• You own, or have obtained, all rights, title, and licenses (including any third party permissions and consents) necessary to provide the Featured Content to us, and to enable us to perform the Chalé App Ads Service without the requirement of paying any additional fees, royalties, or compensation to any third party;
• Your Featured Content, and your use of the Chalé App Ads Service, does and will comply with all applicable laws, regulations, industry codes, and rules, including all advertising laws, disclosure requirements, and disclaimer requirements;
• Your Featured Content, and your use of the Chalé App Ads Service, does not violate the rights of any individual or entity;
• Your Featured Content does and will comply with this Merchant Agreement and our Ad Content Guidelines;
• You, in good faith, intend for the event advertised within the Featured Content to take place as stated in such Featured Content, and you will notify us immediately if you know, or have reason to believe, that the foregoing representation and warranty may no longer be accurate; and
• You are solely responsible for the offerings, brands, goods, events or services (individually and collectively, “Offerings”) that you are advertising using our Chalé App Ads Service.
7.7 Ownership.
You retain ownership in the content you provide for the social media /Ads Content.
As between you and us:
(a) You own and retain all right, title and interest in and to the content you provide to us for the Featured Content and all intellectual property rights therein; and
(b) We own and retain all right, title and interest in and to:
• Any content we provide to the Featured Content excluding any of your intellectual property rights in; and
• The Content Channels, and all intellectual property rights therein.
7.8 License to Featured Content.
You grant us a license to your content in order to perform the Chalé App Ads Service.
You hereby grant to us a royalty-free, worldwide, non-exclusive license to use, perform, distribute, display, transmit, modify, and reproduce the Advertiser Featured Content as reasonably required to enable us to perform the Chalé App Ads Service.
8. Fees, Deductions & Reserves
8.1 Chalé App Fees
To access our Organizer Services and tools, you’ll pay certain fees. Here’s what that includes:
Ticketing Fees
These are service and processing fees tied to your event ticket sales on Chalé App.
This includes payment processing fees and our Ticketing Services fee.
These fees are passed on to your customers
You set your own ticket prices—we just handle the transactions.
Our charge is 8% payment processing on ticket sales + $1.50 flat fee.
Organizer Fees
Organizer Fees give you access to event listings, publishing tools, and select Marketing Services.
Important: Organizer Fees do not include Ticketing Fees or advertising costs (Ad Spend).
Additional Services
If you use any Marketing or Operational Services outside of what's bundled in your Organizer Fees like wristbands and lanyard, we may invoice you separately.
Consumer Fees
We may also charge Consumer Fees—these go directly to Chale and are not passed on to you.
These could cover things like:
Ticket or registration processing
Content access
Additional platform features
We reserve the right to set these fees and update them (or their refund policies) at any time. You don’t need to manage or disclose these to your audience—we handle that part.
Research Fees
If there’s ever a legal or administrative need to dig into your account (say, a subpoena or a change of payout recipient), we may charge Research Fees to cover reasonable legal and operational costs.
Delays & Omissions
We do our best to send invoices and statements promptly—but if there's a delay or omission, you’re still responsible for paying what’s owed.
Missed something on a past invoice? That doesn’t mean it’s waived—we may include it in your next billing.
Taxes
You’re responsible for paying any applicable taxes, including VAT, sales tax, or similar charges. Tax rates vary based on location and currency and may change over time.
8.2 Deductions, Setoffs, and Reserves.
We have the right to reserve and/or offset payout amounts in certain situations.
Deductions and Setoffs: Without limiting Section 9.1 above, we will deduct from the Event Proceeds Ticketing Fees and any other Chalé App Fees that we may allow to be deducted from your Event Proceeds, and all applicable Taxes. Additionally, we may deduct all other deductions authorized under this Merchant Agreement and we may set off for any outstanding debts, fees, or other amounts that you or any of your Affiliates owe to us under this Merchant Agreement or any other agreement between or among you and/or any of your Affiliates and us and/or any of our Affiliates including Chargeback Costs, refunds, returns, discounts, credits, Research Fees, reserves, and customer complaints costs ("Other Deductions and Setoffs”). We are not liable to you for any claims resulting from our decision to make Other Deductions and Setoffs. You will only be entitled to payments of the Event Proceeds after these deductions have been made.
For clarity, we may exercise our setoff rights against payouts related or unrelated to the amount owed. If the exercise of our setoff right does not fully cover the amount of funds that you or any of your Affiliates owe to us under this Merchant Agreement or any Affiliated Agreement, then that amount of funds will be deemed due and owing to us until you have fully satisfied the amount and, in this case, we may collect the amount pursuant to Section 16 “Non-Exclusive Remedies and Collections."
We may also deduct from your Event Proceeds as required by law. In addition, we may block, reject, freeze, or turn over to law enforcement agencies any portion of payments involving the Chalé App Properties that are made to you, owed by you, or otherwise involve you as permitted and/or required by applicable laws and regulations.
Reserves: We reserve the right to retain all or a certain percentage of Event Proceeds and any other fees for Services that we provide to you or any of your Affiliates (with such percentage being determined by us) to fund a reserve:
At any time we determine is necessary based upon the level (or expected level) of refunds, disputed charges, Chargebacks, customer complaints, allegations of fraud, or changes in your credit profile or the relevant event(s)' risk profile(s); and
As otherwise necessary to secure the performance of your or any of your Affiliates’ obligations under this Merchant Agreement or any Affiliated Agreement, or to protect us against illegal, fraudulent, or improper activity.
Our right to hold a reserve will continue following the completion of your applicable event(s) and until either:
You and your Affiliates have discharged all obligations under this Merchant Agreement and any Affiliated Agreement and the applicable periods for refunds, disputed charges, Chargebacks, and complaints have passed; or
You and your Affiliates have otherwise provided us with adequate security (as determined by us) for your and your Affiliates’ obligations under this Merchant Agreement and any other Affiliated Agreement, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.
We may use any amounts that we hold in reserve to set-off amounts that you or your Affiliates owe us, as detailed above under “Deductions and Setoffs.”
9. Payouts Before Your Event
9.1 Scheduled Payouts
If we pay you before your event occurs, we can recover those amounts when needed.
Authorization of Scheduled Payouts: You do not earn Event Proceeds for a given event until that event has concluded. We may authorize an advance of a portion of Event Proceeds to you using (“Scheduled Payouts,” also referred to in certain contexts as “Early Settlements” or “Advanced Payouts”).
Scheduled Payout Terms: Any Scheduled Payouts are merely advances of amounts that you may earn at a later date. If we agree to advance you Scheduled Payouts, we may apply a maximum aggregate cap on Scheduled Payouts and withhold a certain amount of Event Proceeds to fund a reserve. We may at any time (i) terminate or suspend your right to receive Scheduled Payouts; and/or (ii) alter the terms (i.e., frequency, reserve rate, and maximum aggregate cap) of the Scheduled Payouts. We reserve the right to implement the cap in US Dollars, with:
• The applicable exchange rate for setting the cap being the rate provided on oanda.com at 9:00 am PT on the date on which we agree to make Scheduled Payouts to you, and
• The applicable exchange rate for calculating Event Proceeds against the cap being the rate provided on floatrates.com at 5:00 am PT on the date of payout.
We may select reasonable substitutes for oanda.com and floatrates.com.
Recovery of Scheduled Payouts by Chalé App: We may demand back any portion of Scheduled Payouts, for any reason, prior to the conclusion of your event and settlement of all risk of refunds and Chargebacks. Upon receipt of notice of a demand for repayment of any portion of a Scheduled Payout, you must promptly comply with the demand. We have the right to have our Payment Processor Partners withhold funds per “Deductions, Setoffs, and Reserves” policy and our “Non-Exclusive Remedies and Collections” policy. You also accept your obligations under our “Chargebacks and Reversals” policy and “Refunds,” including your obligations to reimburse us for refunds and Chargeback Costs.
9.2 Instant Payouts
In some instances, we may be able to offer same-day payouts.
Subject to availability, we may be able to offer you the ability to receive Event Proceeds via accelerated settlement into a bank account linked to your Chalé App account (“Instant Payouts”). For eligible users of Instant Payouts, we and our Payment Processor Partners will attempt to pay out certain Event Proceeds on the same day of receiving the payout request. Instant Payouts are subject to the terms and conditions applicable to Scheduled Payouts.
We determine eligibility for Instant Payouts in our sole discretion and may revoke access to Instant Payouts at any time with or without notice to you. Instant Payouts are subject to additional Chalé App Fees, which will be disclosed prior to completing your transaction. We are not responsible for any delay, error, or failure in making an Instant Payout that is due to (i) your bank, our Payment Processor Partners, or any other third-party service providers, (ii) your failure to provide accurate and complete information, or (iii) circumstances which require us to complete an additional review of your Chalé App account prior to issuing the Instant Payout (for example, if there are unpaid charges on your account, or your Chalé App events are at risk of refunds, Chargebacks, or customer complaints). For certain recipient banks, some Instant Payouts may take longer to be credited to the relevant bank account.
9.3 Cancellations; Non performance.
You are not entitled to payments in connection with canceled events.
We and our Payment Processor Partners are not required to make payments to you for any event that has been, or we believe is at risk of being, a Canceled Event. If we choose to issue full or partial payment to you for a Canceled Event, you will be fully responsible for refund requests and Chargeback Costs.
10. Refunds.
10.1 Handling Refunds, Disputes, and Fake Tickets.
It is your obligation to handle refunds and settle refund disputes. We are not responsible for fake tickets.
All sales are ultimately made by you, and the Consumers are your customers. You are responsible for the funding and processing of refunds. Regardless of what payment method is selected, all disputes regarding refunds are between you and your Consumers. In the event of a dispute, we may try to mediate, but ultimately it is your obligation to settle the dispute.
Further, you are the only one responsible for making sure that your events are ticketed correctly, and that only valid tickets are accepted. We are not responsible for any fake or invalid tickets, or any costs associated with your decision to accept or reject tickets.
10.2 Refund Policy.
You must set a refund policy and communicate it to Consumers for each event. You must make sure that your refund policy complies with our Policy, which are incorporated into this Merchant Agreement.
10.3 Specified Refunds.
Even if you have a “no refunds” policy, sometimes we have to make an exception.
Even if you post a “no refunds” policy, you are required to make refunds in accordance with our Organizer Refund Policy Requirements. As a limited payments agent, we are permitted to make Specified Refunds on your behalf. We may use funds in your account, from related or unrelated events or otherwise, to make Specified Refunds.
10.4 Reimbursement by You.
You owe us for the refunds we make to your Consumers. You must promptly and fully reimburse us upon demand for refunds, including Specified Refunds, that we make to your Consumers, except to the extent that the necessity for such refunds is caused by our negligence or willful misconduct. If you received Scheduled Payouts for an event that is subject to Specified Refunds, you must promptly refund to a payment address designated by us all of the advanced payments so that we can issue refunds.
Chargebacks will result in losses to us in excess of the amount of the underlying transaction. By refunding transactions in advance of a Chargeback, we are mitigating Chargeback losses and/or our damages from your breach of this Merchant Agreement, and you are still obligated to reimburse us for these refunds.
If you do not remit funds to us that are sufficient to cover Specified Refunds, then the amount of such funds shortfall will become due and owing from you to us until you have satisfied the amount in full and such amounts are also subject to the provisions of “Deductions, Setoffs, and Reserves” and “Non-Exclusive Remedies and Collections.” As a reminder, Chalé App has offset rights that we can apply to payouts for related and unrelated events to recover the amounts you owe.
10.5 Chalé App Fees.
Chalé App Fees are typically nonrefundable.
Chalé App Fees: Except to the extent otherwise required by law, Chalé App Fees for our Organizer Services, including Chalé App Ads Service, are non-refundable, regardless of the cancellation, postponement, or performance of Your Chalé App Events, and regardless of whether we remove or reject any of your Messaging Campaigns, Social Ads, Featured Content, Promotions, Your Chalé App Events, or otherwise limit, suspend, or terminate your access to the Organizer Services in accordance with this Merchant Agreement and/or the Terms of Service.
Ticketing Fees: We have the right to decline or refund Ticketing Fees. If we decline to refund Ticketing Fees to your Consumer(s), we may give you the option to cover that part of the refund yourself. In certain cases, we may refund all or a portion of Ticketing Fees as part of a refund transaction. In that case, we have the right to require you to reimburse us for the refunded Ticketing Fees.
10.6 Process for Refunds.
Refunds must follow the process below.
Refunds Are Your Responsibility: You are sole responsible for all refunds to Consumers associated with your event.
Initiating Refunds: Refunds for transactions must be initiated through Chalé App. Then our team will process the refunds of such to consumers. Service charge on ticket is non-refundable even when we refund the ticket amount.
Primary Refund Sources: You will issue refunds to Consumers either by using backup funding sources within the Chalé App Properties (including adding funds to the event balance or using your credit card) or remitting funds due for refunds back to us so that we can process refunds on your behalf.
Payment Processing Deadlines for Refunds; Manual Refunds:
Our Deadlines for Refunds: We reserve the right to set a time period for receiving refund requests for specified reasons. After that time period, we can decline to process refund requests through the Chalé App Properties. We may allow you to refuse refunds for a Canceled Event or other specified reason when the refund requests are received after that period; however, you are still responsible for all Chargeback Costs and refund disputes.
No Offline Refunds: Unless otherwise instructed by us, no refunds will be made outside of the Chalé App platform.
Refunds Processed by Chalé App: If you choose to remit funds back to us so that we can process refunds on your behalf, to the extent we are able to do so, you must remit funds to us that are sufficient to cover refunds due to Consumers within 5 days of the event cancelation, event nonperformance, or the other reason for the Specified Refunds.
Notification to Consumers: You must notify (e-mail) Consumers/ Attendees about event cancellation or nonperformance as soon as reasonably possible and prior to the event start time.
Consumer Contact: You will be the main point of contact for Consumers with refund requests, and you will instruct the Consumers to not contact us with refund requests. Unless you have a No Refunds policy, you will allow Consumers to request a refund through the Chalé App platform in accordance with the policy you select. If you cannot enable refund requests through the Chalé App platform because you have a No Refunds policy, then in the event that circumstances necessitate providing refunds, you will provide clear instructions and accurate contact information to Consumers so that Consumers can make refund requests. Per Chalé App's Organizer Refund Requirements, you will respond to all refund requests within a maximum of 5 business days.
Multi-Day Events: If you perform only part of a multi-day event, then you must refund a pro-rata portion of the purchase price of each multi-day ticket based on the portion of the multi-day event that was canceled or not performed. For example, if you sell a 3-day ticket to a festival for $150, and cancel 1 day of the festival, you must provide a $50 refund to Consumers for the canceled day.
Credits and Alternative Accommodations: If you are offering Consumers a credit or other accommodation to “make good” on your obligations instead of a purchase price refund and/or in the event of an inability to complete a purchase price refund, then (A) such credit or other accommodation must be of equal or greater value to the value of the ticket for the event, and (B) such value and all terms applicable to such credit or other accommodation (including the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law) must be clearly communicated to the Consumers. You are solely responsible for issuing any credit or other accommodation. You are solely responsible for compliance with all applicable local, state, provincial, national and other laws, rules and regulations. You will be fully liable for the Chargeback Costs even if a credit, accommodation, or "other make good" refund is given and/or even if it is provided because a purchase price refund could not be completed. If you fail for any reason to honor a credit or other accommodation, including by failing to hold the related event(s), we may exercise all rights under this Merchant Agreement, including the right to issue refunds to impacted Consumer(s) (to the extent we are able to do so) and to collect such sums directly from you.
11. Taxes.
In most cases, you are responsible for collecting and remitting all taxes to the appropriate governmental authorities. We have the ability to request information and withhold taxes from you in certain instances.
11.1 Your Tax Responsibility.
You are 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 Organizer Services and to sales you make using the Organizer Services. It is your sole responsibility to, and you will, collect, remit and report the correct amounts of all such taxes to the applicable governmental authorities (“Tax Authorities”).
We do not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) that we provide to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable taxes and we are under no obligation to provide such Tax Tools to you. Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors. You release us from any and all liability with respect to your use of the Tax Tools. None of the Tax Tools should be considered legal or tax advice.
If you do collect Taxes and use Chalé App Payment Processing, then subject to Sections 10, we will pay such amounts to you at the same time as the applicable Event Proceeds. You are responsible for remitting all such Taxes to the appropriate Tax Authorities including, where applicable, the reporting thereof. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any applicable Taxes. If a Tax Authority requires us to pay any taxes attributable to your use of the Organizer Services or to sales that you make using the Organizer Services, you must promptly and fully reimburse us for such Taxes upon demand, plus all associated costs, penalties, interest and expenses.
11.2 Request for Information.
Despite what is stated in Section 11.1, we may, in certain jurisdictions, be required to collect and remit taxes relating to your sales of tickets, registrations, or other items that are made using the Organizer Services. To determine whether we must collect any taxes on your behalf, we may request certain information when you create an event using the Organizer Services. Such information may relate to your tax-exempt status, the nature of your event and/or other similar information. If we request such information, you represent and warrant that the information you provide is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any information you provide through the Eventbrite Properties. If a Tax Authority requires us to pay any Taxes attributable to your event as a result of the information you provided us being incorrect, you must promptly and fully reimburse us for such Taxes upon demand and all associated costs, penalties, interest and expenses.
11.3 Collection by Chalé App.
Despite what is stated in Section 11.1, we may, in certain jurisdictions, be required to collect and remit Taxes on your sales of tickets, registrations, and other items through our platform, Chalé App Fees, and/or Chalé App Payment Processing Fees to the Tax Authorities. In such jurisdictions, we will collect from you taxes on Chalé App Fees, and you must pay such taxes. We may, at our sole election, invoice you for Taxes on Chalé App Fees or withhold (from amounts we would otherwise pay to you) the amount of taxes on Chalé App Fees. With the exception of taxes on Chalé App Fees that we collect from you pursuant to this paragraph and taxes collected and remitted pursuant to Section 11.2, you remain responsible for collecting and remitting the correct amount of any taxes that apply to your use of the services and to sales you make using the services including, where applicable, the reporting thereof.
11.4 Obligation to Tay Taxes.
We are required to collect taxes from you on the Chalé App Fees for paid tickets, registrations, and other items sold on or thr
