Vendor Agreement

Last Updated: April 5, 2021

Welcome to Activingo, the website and online service of Activingo LLC (“Activingo,” “we,” “us,” or “our). This page explains the terms by which you may use our online and/or mobile services, website, and software provided on or in connection with the site (collectively the “Site”).
By accessing or using the Site, you signify that you have read, understood, and agree to be bound by this Vendor Agreement (“Agreement”), to the collection and use of your information as set forth in the Activingo Privacy Policy, and Terms of Use, whether or not you are a registered user of our Site. Activingo reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below.
This Agreement applies to all visitors, users, and others who access the Site in order to list activities, such as classes, camps, teams, leagues, and other groups and events (“Activities”) on the Site and to enroll attendees in such Activities via the Site (each a “Vendor”).

LISTING YOUR ACTIVITIES ON THE SITE

In order to post a listing for your Activity on the Site, you must submit a truthful, complete, and accurate listing setting forth all material information necessary to enroll in your Activity. We may evaluate your listing in good faith and will, at our sole discretion, accept or reject your request and notify you accordingly.
Activities that are likely to be rejected include but are not limited to those that: (i) promote products or services unrelated to activities; (ii) promote illegal, harmful, or offensive activities; or (iii) fail to conform to any formatting or other technical specifications provided to you by us.
You acknowledge and agree that you are entirely responsible for, and we assume no liability for, the truthfulness, accuracy, and completeness of your User Content (as defined in the Terms of Use) you make available on the Site. You may correct any untruthful, inaccurate, or incomplete content in your User Content through the functionality of the Site. We reserve the right (but not the obligation) to correct or edit any User Content you post in relation to your Activity if we believe it to be untruthful, inaccurate, or incomplete.
You acknowledge and agree that you have no control over any User Content posted about you or your Activities, such as reviews posted by Users (as defined in the Terms of Use). We monitor all reviews prior to their posting on the Site in order to assess their relevance and appropriateness. If you would like to report an irrelevant or inappropriate review about you or your Activity, please notify us at [email protected]
You must have in place an appropriate document setting forth your policies and procedures regarding cancellations and refunds, and you must make these policies and procedures available to Users prior to their enrollment in your Activity.

ACTIVINGO SITE LICENSE
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site as permitted by the features of the Site. Activingo reserves all rights not expressly granted herein in the Site and the Activingo Content (as defined in the Terms of Use). Activingo may terminate this license at any time for any reason or no reason.

REFUND POLICY AND ADMINISTRATION
All reservations or enrollments are final sale unless: (i) the listing is cancelled and not rescheduled, in which case refunds will be issued; or (ii) a refund is requested within 14 days of purchase (as defined in the Terms of Use). If an event is cancelled, you are required to notify Activingo and all purchasers as soon as reasonably possible and prior to the event start time. You are responsible for deactivating the appropriate listing and Activingo will issue all refunds. You agree to be the main point of contact for Users with refund requests, and you will instruct Users not to contact Activingo with refund requests. You are required to notify Activingo of all refunds that you grant as soon as reasonably possible and Activingo will process the refunds. Any referral fees and other processing fees charged to the User by Activingo are non-refundable.
You may modify listings at any time and reschedule or cancel listings if, in your sole discretion, enrollment is insufficient. You have the flexibility to determine if a refund or a credit should be provided for a modified or rescheduled listing, so long as you meet the following minimum requirements:
• Provide for a refund or other make good for failure to provide the advertised goods and services;
• Respond to refund requests within five (5) business days for a first response; and
• Otherwise be fair and reasonable.
If you do not meet these minimum requirements set forth above, Activingo may (but has no obligation to) issue a refund on your behalf at the time of a dispute, chargeback, and/or refund request. Activingo may execute a refund on your behalf if you do not deny or approve a refund request by a User after seven (7) days.
You acknowledge that an applicable procedure to check the validity of tickets or receipts must always be followed (as defined in the Terms of Use). Activingo will not be held liable under any circumstances for any costs arisen from non-compliance by Vendors with applicable procedures that must be implemented by Vendors to check validity of tickets or receipts. Activingo will not be held liable under any circumstances for costs and/or damage associated with tickets or receipts arisen from situations with fraud and/or for damage associated with the purchase of the ticket or receipt through non-official means, such as third parties.

PAID SERVICES

Billing Policies
Certain aspects of the Site may be provided for a fee or other charge. If you elect to use paid aspects of the Site (collectively “Services”), you agree to our pricing and payment terms, as we may update them from time to time. We may add new services for additional fees or charges which will be subject to additional terms and conditions that Activingo may provide. We may add or amend fees and charges for existing services, at any time, and in our sole discretion, provided that we will provide you at least thirty (30) days’ notice prior to any fee changes becoming effective.
We will bill you for your use of paid aspects of the Site through your Activingo account.

No Refunds
You may cancel your Activingo account at any time. However, there are no refunds of Services for cancellation. In the event that we suspend or terminate your account or this Agreement for your breach hereof, you understand and agree that you will receive no refund or exchange for any fees already paid for any portion of the Site, any content or data associated with your account, or for anything else. You will be responsible for any fees outstanding and agree to pay the balance within 10 days.
Payment Information; Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Site must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Site at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions. If we do not receive payment from you or your payment provider, you will pay all amounts due on your Activingo account on demand.

PAYMENTS PROCESS

Activity Sales
Upon an order being placed for a ticket, registration, or other item by a User and confirmed through Activingo (“Sale”), Activingo generates a confirmation message and issues a unique confirmation number for such User’s order. You agree to unconditionally accept, honor, and fulfill all Sales that have been confirmed by Activingo through the Site. You agree it is your responsibility to verify a User’s confirmation number and/or any Activity restrictions prior to the applicable Activity.

Listing Fees

By publishing an Activity listing on the Site, you agree to pay Activingo all applicable service fees (“Service Fee”) and the payment processing fee (“Processing Fee”) for each Sale (collectively, “Fees”). You further agree to Activingo collecting both the Service Fee and the Payment Processing Fee at the time of each Sale. Current fees are defined as:
• Service Fee = 10% of listing price
• Processing Fee = 2.9% of listing price + $0.30 (there is an additional percentage-based fee for International commercial transaction of 1.5%)
These fees are subject to change at any time and in our sole discretion, provided that we will provide you at least thirty (30) days’ notice prior to any fee changes becoming effective.

Additional Fees; Deductions
In addition to the Fees and all Services you may elect, Activingo may also charge you, at Activingo’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 (ii) research and activities necessary to verify and execute any payee change, whether pursuant court order or to the Uniform Commercial Code. 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 revenue 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.
You understand that we may also debit your revenue if Activingo is served with legal process seeking to attach or garnish any of your funds or property in Activingo’s possession.

Vendor Revenue
For convenience, a balance of proceeds of your Activity sales is shown on your Dashboard, however, that balance merely reflects the amount of total sales collected and not a current account value of Vendor revenue. Vendor revenue (“Revenue”) is defined as the total Sale of each Activity less the Fees.

Payment Methods
There are two types of payment processing options Vendors may elect to use to collect Revenue:
(a) PayPal which requires Vendors to register with PayPal, a third-party payment service, and may be asked to enter into a separate agreement with PayPal. You are required to provide your PayPal ID prior to any release of payment by Activingo to you. Both Vendors and Activingo are subject to the rules and regulations of PayPal. For risk management and security reasons and to meet the requirements imposed by PayPal, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through PayPal and you authorize us to reject any transaction over that limit.
(b) ACH transfer which includes a $25 fee associated with each transfer, payable by the Vendor. You are required to complete the Bank Transfer information under Settings in your Dashboard and send a completed W9 to [email protected] prior to any release of payment by Activingo to you.

Unless otherwise agreed by Activingo, Vendor agrees not to charge Users additional fees or other amounts in connection with one payment method where Vendor does not charge Users those fees or other amounts for all payment methods.

You understand and agree that two weeks following the successful completion of an Activity, Activingo will deposit into the payment method you provided, all Revenue related to such Activity that has been processed subject to: (i) 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 Agreement, the Terms of Use, or other applicable agreement for services provided by Activingo or any of its affiliates; (ii) any other deductions authorized pursuant to this Agreement; and (iii) any reserves established.
If any account number you provide to us is inaccurate, you agree that we are still entitled to make payment to that account number, even if the account is not owned by you. You agree that we may rely solely on the account number you provide to us as the proper identification of your account, even if the 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 account number you provide to us.
You agree that you will not request or use any information related to the payment for any purpose that you know or should know to be fraudulent, erroneous, or otherwise in violation of this Agreement.

Cancellations; Nonperformance

No payments will be made to you with respect to any Activity that is cancelled. You are responsible for complying with the requirements of Activingo’s Refund Policy as well as the requirements of your written terms and policies which are in addition to and are incorporated into the Terms of Use by reference.
If you do not remit funds due to Activingo that are sufficient to cover refunds due to Users for an Activity cancellation or nonperformance, including, but not limited to, any mandatory refunds under Activingo’s Refund Policy, 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 Use, including this Agreement, until you have satisfied the amount in full.

Reserves
Activingo reserves the right to retain a certain percentage of Sales and any other fees for Services provided to you or any of your affiliates by Activingo or any of its affiliates (with such percentage being determined by Activingo in its discretion) to fund a reserve (a) 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 Vendor’s credit profile or the underlying Activity’s risk profile; and (b) as otherwise necessary to secure the performance of your obligations under the Terms of Use, including this Agreement, or to protect Activingo against fraudulent or erroneous activity. Activingo’s right to hold a reserve will continue following the applicable Activity and until either (a) you and any of your affiliates have discharged all obligations under the Terms of Use or other applicable agreement for Services provided by Activingo or any of its affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (b) you and any of your affiliates have otherwise provided Activingo or any of its affiliates with adequate security (as determined by Activingo or its affiliates in their discretion) for its obligations under the Terms of Use or other applicable agreement for Services provided by Activingo 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 below. 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 Use or other applicable agreement for Services provided by Activingo or any of its affiliates, including this Agreement, then such amount of funds will be deemed due and owing to us until you have satisfied the amount in full.

Activingo’s Right to Setoff
You agree that we may from time to time, and in our sole discretion, without notice to you: (a) setoff against you or your affiliate’s reserve as defined above; (b) setoff against any Sales; 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 Activity’s risk profile, fraudulent conduct by you, any of your affiliates or anyone acting on your behalf, or breaches of the Terms of Use, including this Agreement or any other applicable agreement for Services provided by Activingo or any of its affiliates. We may exercise such setoff rights before we make any payout to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights.

Taxes
You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Site and to Sales you make using the Site. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). You are responsible for remitting all such Taxes to the appropriate Tax Authorities. Activingo cannot give you legal or tax advice, so be sure to check with your own tax advisor about any applicable Taxes. In the event that a Tax Authority requires Activingo to pay any Taxes attributable to your use of the Site or to Sales you make using the Site, you agree to promptly and fully reimburse Activingo for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
Notwithstanding the preceding paragraph, we may, in certain jurisdictions, be required to collect and remit Taxes for your Sales facilitated using the Site. In order to determine whether any Taxes must be collected on your behalf, Activingo may request certain information when you create a listing using the Site. Such information may relate to your tax-exempt status, the nature of your Activity, and/or other similar information. If such information is requested, you represent and warrant that the information you provide is true and correct. Activingo cannot give you legal or tax advice, so be sure to check with your own legal and/or tax advisor about any information you provide through the Site. In the event that a Tax Authority requires Activingo to pay any Taxes attributable to your Activity as a result of the information you provided Activingo being incorrect, you agree to promptly and fully reimburse Activingo for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
Notwithstanding the first paragraph in this section, we may, in certain jurisdictions, be required to collect and remit Taxes on Fees to the Tax Authorities. In such jurisdictions, Activingo will collect from you Taxes on Fees, and you agree to pay such Taxes. Activingo may, at its sole election, invoice you for Taxes on Fees or withhold (from amounts it would otherwise pay to you) the amount of Taxes on Fees. With the exception of Taxes on Fees that Activingo collects from you pursuant to this paragraph and Taxes collected and remitted pursuant to the previous paragraph in this section, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Site and to Sales you make using the Site.

CALIFORNIA RESIDENTS
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

USER DISPUTES
You acknowledge and agree that Activingo merely provides a platform and venue for Users to research and enroll in Activities, and for you to list your Activities. Activingo does not provide any services except the Site. We have no control over and cannot guarantee the truthfulness, accuracy, or completeness of any User Content posted on the Site and cannot control or guarantee that any User will actually complete a transaction with you. If you have a dispute with one or more Users, you hereby release Activingo (and our officers, directors, managers, members, agents, subsidiaries, joint ventures, and employees) from any claims, demands, fees, expenses, or damages of any kind or nature, known or unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code §1542, which provides that:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”