1. Who We Are.

1.1 The Services

Welcome to Youvote.asia! We are a ticketing and registration platform dedicated to bringing the world together through live experiences. Through our platform and services, we enable people all over the world to create, discover, share and register for events.

1.2 Organizers and Attendees.

Through the Services, Youvote.asia provides a simple and quick means for registered users who are event organizers, planners and charitable organizations (“Organizers” or “you”) to create event registration, speaker profile, organizer profile, fundraising and other webpages related to their events, to promote those pages and those events and to sell tickets and registrations (or issue free registrations), solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) (“Attendees”).

2. Our Merchant Agreement.

2.1 Application.

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

2.2 Incorporation By Reference.

This Merchant Agreement and the rights and obligations contained in this Merchant Agreement are in addition to and are incorporated into the Terms of Service by reference. Nothing in this Merchant Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.

3. Additional Registration Information.

3.1 Additional Information.

As part of the creation of a paid event or at any time following such creation, you may be required by Youvote.asia 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 license 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. 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.

3.2 Disclosure Authorization.

Organizer agrees that Youvote.asia is permitted to share Registration Data (as defined in the Terms of Use), Additional Registration Data and information relating to your events 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 involve such third parties. In addition, you authorize Youvote.asia to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

3.3 Failure to Provide.

We reserve the right to suspend your Youvote.asia 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.

4. Payment Methods; Payment Process.

4.1 Overview.

(a) Payment Methods.

There are two types of payment processing options Organizers may elect to use to collect sales proceeds for paid events: (i) “Facilitated Payment Processing” or “FPP,” which consists of collecting all sales proceeds from ticket, registration and merchandise sales and donations solicited via the Services (collectively, “Event Registration Fees”) using third party payment services, such as PayPal®; and (ii) “Youvote.asia Payment Processing,” “EPP,” or the “EPP Service,” in which Youvote.asia acts as Organizer’s limited payment collection agent for the purpose of collecting Event Registration Fees through its Payment Processing Partners (as defined below).

(b) Youvote.asia’s Role.

For the avoidance of doubt, Youvote.asia does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers who elect EPP, serving as a limited payment collection agent as set forth below. To provide the EPP Service, Youvote.asia utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Organizers and Youvote.asia are subject to the rules and regulations of such Payment Processing Partners. For convenience, Youvote.asia shows you a balance of proceeds for your events in your Youvote.asia 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 (EPP), and in the case of EPP, represents only a general unsecured claim against Youvote.asia and not a store of value or a deposit/current account.

(c) Confirmations.

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

(d) Fees.

Regardless of the payment processing option elected, Organizer agrees to pay Youvote.asia all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “Youvote.asia Service Fee”). To the extent Organizer uses EPP, Organizer also agrees to pay Youvote.asia the additional Youvote.asia Payment Processing fee (the “Youvote.asia Payment Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The Youvote.asia Service Fee and the Youvote.asia Payment Processing Fee vary by country and the current fees can be found at https://www.youvote.asia /terms & condition. Note that these fees are subject to change from time to time with respect to transactions that occur following the change.

4.2 Facilitated Payment Processing.

Invoices.

Invoices for Fees are sent to Organizers monthly for Fees incurred in the previous month. All invoices are due and payable within thirty (30) days of delivery of the invoice.

4.3 Youvote.asia Payment Processing.

(a) Underwriting.

If you have requested EPP, then upon receipt of Additional Registration Data, Youvote.asia will determine, in its discretion, whether you are qualified to use EPP. If you are not qualified to use EPP, but you are otherwise qualified to use the Services, Youvote.asia will notify you and you may switch to FPP unless the reason that you do not qualify for EPP 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. 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 EPP and you authorize us to reject any transaction over that limit.

(b) Payment Process.

When using EPP, payment processing occurs directly through our Payment Processing Partners. Within five (5) business days after the successful completion of an event, Youvote.asia will cause our Payment Processing Partners to pass along all Event Registration Fees related to such event that have been collected by our Payment Processing Partners, subject to (i) deduction of all applicable Fees then due; (ii) any other deductions authorized pursuant to this Merchant Agreement; and (iii) any reserves established as set forth in subsection (f) below. Such payouts will be made only to the payout information designated by Organizer on the Services under “Payment Options.” Payouts are made by ACH, or for Organizers with Event Registration Fees in USD, by check to an address in the United States or Canada. In addition, EPP 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 set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners 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.

(c) Currencies.

Youvote.asia only provides the Youvote.asia Payment Processing Service for certain currencies and for Organizers in certain locations listed here. In addition, Event Registration Fees collected in a currency may only be paid out to Organizer in the currency in which they are collected. Youvote.asia 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.

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