Merchant Agreement

1. Definitions

The following definitions apply throughout this Agreement:

• "Account" means your Logosive account used to access Payment Services.
• "Chargeback" means a reversal of a payment transaction initiated by the cardholder's issuing bank.
• "Consumer" means an individual who purchases tickets or makes payments through the Services.
• "Debate" means any debate, event, or service for which you collect payments through our platform.
• "Dispute" means any challenge to a payment transaction, including chargebacks, retrievals, or claims.
• "Gross Merchandise Value" or "GMV" means the total value of payments processed through your Account.
• "Payment Method" means any payment instrument accepted by our platform.
• "Payment Services" means all payment processing, collection, settlement, and related services provided by Logosive.
• "Payout" means the transfer of collected funds (less fees, reserves, and other deductions) to your designated bank account.
• "Organizer" means the party who creates a Debate and is responsible for it, including Logosive itself where Logosive creates or organizes a Debate ("Logosive-organized Debates").
• "Participant" means a Debater or Host who is entitled to receive proceeds from a Debate. For clarity, an Organizer is not a Participant in their capacity as Organizer.
• "Platform Fee" means the fee Logosive retains for use of the Services, equal to 20% of the Settled Ticket Revenue of a Debate, determined on the Calculation Date. Because it is calculated on Settled Ticket Revenue, the Platform Fee is reduced proportionally by refunds and Chargebacks settled on or before the Calculation Date. Once determined, the Platform Fee is fixed and is not reduced by refunds, Chargebacks, Chargeback fees, payment processing fees, or dispute-resolution costs arising after the Calculation Date, which are instead addressed through the Reserve and Section 9.
• "Calculation Date" means the date thirty (30) days after a Debate completes, corresponding to the end of the standard Payout hold under Section 5.2, on which the Settled Ticket Revenue, the Platform Fee, the Payout Pool, the Pool Deductions, and each recipient's share of the Net Payout Pool are determined.
• "Settled Ticket Revenue" means the total ticket payments successfully collected for a Debate that remain collected as of the Calculation Date; that is, the gross payments collected, less any amounts refunded, reversed, or charged back on or before the Calculation Date.
• "Payout Pool" means the Settled Ticket Revenue of a Debate less the Platform Fee, determined on the Calculation Date.
• "Pool Deductions" means the payment processing (e.g., Stripe) fees, Chargeback fees, and dispute-resolution costs attributable to a Debate, which are deducted from the Payout Pool. For the avoidance of doubt, refunded and charged-back ticket amounts are excluded from Settled Ticket Revenue and are therefore not separately included in Pool Deductions.
• "Net Payout Pool" means the Payout Pool less the Pool Deductions, which is the amount distributed to the Organizer and Participants according to the applicable revenue-sharing arrangement, subject to the Reserve and any hold under Section 5.
• "Shortfall" means the amount, if any, by which refunds, Chargeback amounts, Chargeback fees, dispute-resolution costs, fines, or penalties attributable to a Debate and arising after the Calculation Date, together with any Pool Deductions, exceed the funds available to absorb them (the remaining Payout Pool and applicable Reserve). A Shortfall is borne by the Organizer, as described in Section 9; Participants have no liability for a Shortfall beyond the forfeiture of their share of the Net Payout Pool (including amounts held as their Reserve), except as provided in Section 9.1.
• "Processing Error" means any error in processing a payment transaction.
• "Prohibited Activities" means activities described in Section 7 of this Agreement.
• "Reserve" means funds withheld from Payouts to cover potential refunds, chargebacks, or other liabilities, including refunds and Chargebacks arising after the Calculation Date.
• "Settlement" means the process of transferring funds from payment transactions to your Account.
• "Third-Party Payment Processor" means Stripe, Inc. or any other payment processor we use.
• "Transaction" means any payment, refund, or other financial activity processed through the Services.

2. Payment Facilitator Model and Limited Agency

2.1 Our Role as Payment Facilitator

Logosive acts as a payment facilitator and limited payment collection agent solely for the purpose of accepting payments from Consumers on your behalf, receiving settlement of funds from our Third-Party Payment Processors, remitting funds to you in accordance with this Agreement, and providing customer service related to payment transactions. Our role is strictly limited to these payment processing functions, and we do not assume any obligations related to your debates or the underlying transactions between you and Consumers.

When a Consumer makes a payment through our Services, that payment satisfies the Consumer's payment obligation to you. However, we are not responsible for any disputes between you and Consumers beyond our role as payment facilitator. You acknowledge that we are not a party to the transaction between you and the Consumer and that our sole obligation is to facilitate the payment processing as described in this Agreement.

2.2 Your Direct Relationship with Consumers

You acknowledge and agree that:

1. You have a direct contractual relationship with Consumers who purchase from you
2. You are solely responsible for fulfilling your obligations to Consumers
3. You must handle all Consumer complaints and disputes (except payment processing issues)
4. You set your own prices and terms for your Debates
5. You are responsible for all aspects of your Debates, including legality and compliance

2.3 Third-Party Payment Processor Terms

Our Payment Services are provided through partnerships with Third-Party Payment Processors, including Stripe, Inc. By accepting this Agreement, you agree to be bound by the terms and conditions of these Third-Party Payment Processors, which are incorporated herein by reference. You authorize us to share your information, including personal and financial data, with Third-Party Payment Processors as necessary to provide Payment Services.

You acknowledge that Third-Party Payment Processors may independently evaluate your eligibility for payment processing services and may suspend or terminate your ability to accept payments at their sole discretion. Such decisions are beyond our control, and we have no liability for any actions taken by Third-Party Payment Processors. You further agree to comply with all applicable card network rules and regulations, including those established by Visa, Mastercard, American Express, Discover, and other payment networks.

3. Registration, Verification, and Account Requirements

3.1 Eligibility Requirements

To use our Payment Services, you must meet certain eligibility requirements. You must be at least 18 years old or have reached the age of majority in your jurisdiction, whichever is greater. You must be legally capable of entering into binding contracts under applicable law. Additionally, you must be a resident of a country where we offer Payment Services, as certain jurisdictions may be restricted due to legal, regulatory, or risk considerations.

You must maintain a valid bank account in your legal name or, if you are representing an organization, in your organization's legal name. This account must be capable of receiving electronic transfers in the currency we support. All registration information you provide must be accurate, current, and complete, and you have an ongoing obligation to update this information as changes occur. Finally, you must not be prohibited from using our Services under any applicable law, regulation, or sanctions program.

3.2 Identity Verification (Know Your Customer)

To comply with anti-money laundering laws and regulations, we require identity verification. You must provide:

3.3 Bank Account Requirements

Your designated bank account must meet specific requirements to receive Payouts. The account must be a checking or savings account at a financial institution located in the United States and must be capable of receiving Automated Clearing House (ACH) transfers. The name on the bank account must exactly match the legal name associated with your Logosive Account. Any discrepancies in naming may result in delayed or failed Payouts.

We will verify your bank account ownership through micro-deposits or instant verification methods. You must complete this verification process before you can receive any Payouts. Throughout your use of our Services, you must ensure that your bank account remains valid and in good standing. If your bank account is closed, frozen, or otherwise unable to receive transfers, you are responsible for updating your account information immediately to avoid failed transfer fees and delayed Payouts.

3.4 Ongoing Information Requirements

Your obligation to maintain accurate information continues throughout your use of our Services. You must keep all Account information current and accurate at all times, including your legal name, address, phone number, email address, bank account information, and tax identification numbers. Any changes to this information must be updated in your Account within three (3) business days of the change occurring.

We may periodically request updated documentation to verify your identity or confirm your continued eligibility for Payment Services. You must respond to these verification requests within forty-eight (48) hours. Failure to provide requested information in a timely manner may result in suspension of your Payment Services or delayed Payouts. Additionally, you must maintain valid contact information to ensure we can reach you regarding important account matters, security issues, or legal notices.

4. Payment Processing Terms

4.1 Accepted Payment Methods

We currently accept major credit and debit cards for payment processing through our platform. This includes Visa, Mastercard, American Express, and Discover credit cards, as well as debit cards bearing the Visa or Mastercard logo. The specific payment methods available to your Consumers may vary based on factors including your location, the Consumer's location, transaction amount, and our risk assessment.

We reserve the right to add or remove payment methods at any time without prior notice, based on business considerations, risk factors, or requirements from our Third-Party Payment Processors. Certain payment methods may be subject to additional terms, conditions, or fees. You agree not to surcharge or otherwise discriminate against any particular payment method, and you must accept all payment methods we make available for your account in accordance with card network rules.

4.2 Transaction Authorization

When processing transactions:

1. We will attempt to obtain authorization for the full amount
2. Authorization does not guarantee that funds are available
3. You bear the risk of insufficient funds or declined transactions
4. We may decline transactions that appear fraudulent or high-risk
5. You may not split transactions to avoid authorization limits

4.3 Payment Timing

The timing of payment collection varies based on the type of ticket or event structure you choose. For general admission tickets, payment is collected immediately upon ticket purchase, providing instant confirmation to the Consumer and ensuring payment security. Reserved seating events process payment when the Consumer's reservation is confirmed, which may include a hold period for seat selection. If you offer subscription-based access to multiple debates or events, payments are processed according to the billing cycle you establish, whether monthly, quarterly, or annually. For pre-orders or advance ticket sales, payment timing should be clearly specified in your debate description and must comply with applicable regulations regarding advance sales.

4.4 Currency and International Transactions

All transactions processed through our platform are denominated and settled in United States dollars (USD). When Consumers use payment methods issued by international banks or in foreign currencies, the currency conversion is handled by the card issuer or payment network according to their current exchange rates and policies. These conversions typically include additional fees ranging from 1% to 3% of the transaction amount, which are charged by the card issuer directly to the Consumer.

Exchange rates are determined by the card networks at the time of transaction processing and may fluctuate between the time of authorization and settlement. You acknowledge that we have no control over these exchange rates or foreign transaction fees. Furthermore, you agree not to charge different prices or impose additional fees based on the country of card issuance, as this practice violates card network rules and may result in penalties or termination of your payment processing privileges.

5. Settlement and Payouts

5.1 Settlement Process

Funds from transactions are settled as follows:

1. Consumer payments are processed by our Third-Party Payment Processor
2. Funds are settled to Logosive within 2-3 business days
3. We deduct applicable fees, reserves, and other amounts owed
4. Net proceeds are made available for Payout according to your payout schedule

5.2 Payout Schedule

All Payouts are subject to a hold of thirty (30) days after a Debate completes. This hold applies equally to the Organizer and to every Participant (each Debater and Host) and to every Payout, regardless of account history or volume. The hold allows the period during which most refunds are requested and most Chargebacks are initiated to substantially elapse before funds are distributed. The Reserve described in Section 6 is withheld separately and held for the longer Reserve period to cover later refunds and Chargebacks.

After the thirty (30) day hold, Payouts are processed via ACH transfer Monday through Friday. Banks may take 1-3 additional business days to credit your account. This standard schedule is subject to the Reserve in Section 6 and to any discretionary hold under Section 5.2.1.

5.2.1 Discretionary Holds

Separate from and in addition to the minimum hold and the standard schedule above, we may delay, suspend, or withhold all or part of any Payout, at any time and in our reasonable discretion, where we determine a hold is warranted to manage risk or protect against potential liabilities. Circumstances in which we may exercise this right include, without limitation: a pending or threatened refund request, Chargeback, dispute, or claim affecting the relevant Debate; an elevated or unusual refund or Chargeback rate; suspected fraud, collusion, or manipulation; a complaint, investigation, or regulatory or card-network inquiry; a determination by us that a Debate did not occur, or was not delivered substantially in accordance with the Organizer's obligations to ticket holders as described in Section 14.3 of the Terms of Service; an actual or anticipated negative balance; a breach or suspected breach of this Agreement; or any other circumstance presenting a material risk of loss to us, to Consumers, or to other Users.

A discretionary hold may extend beyond the standard schedule and the minimum hold period, and may continue until the underlying matter is resolved and we are reasonably satisfied that the associated risk has passed. We will release any withheld funds that are not applied to refunds, Chargebacks, Reserves, or other amounts permitted under this Agreement once the basis for the hold no longer applies. A discretionary hold is a pre-payout measure and not a clawback. Consistent with Section 9.1, a hold applied to a Participant (a Debater or Host) is limited to that Participant's own share of the Net Payout Pool and creates no liability beyond the forfeiture of that share, and we will not recover a Shortfall by offsetting it against a Participant's Payout on another Debate, except where that Participant has engaged in or colluded in a Prohibited Activity under Section 7, as described in Section 9.1.

We may, but are not obligated to, assess whether a Debate has been delivered substantially in accordance with the Organizer's obligations to ticket holders (Section 14.3 of the Terms of Service) before releasing a Payout, and may withhold or delay a Payout pending that assessment. Any such assessment is made to manage refund, Chargeback, and payout risk only; it does not make us a guarantor of the quality, content, or outcome of any Debate to ticket holders, and does not enlarge any refund right beyond those in Section 14.3 and the Organizer Refund Policy Requirements.

5.3 Minimum Payout Amounts

To reduce transaction costs:

• Minimum payout amount is $25
• Balances below $25 roll over to the next payout period
• You may request manual payout of smaller amounts (additional fees apply)
• Dormant accounts may be subject to escheatment laws

5.4 Payout Failures

If a payout fails:

1. We will notify you immediately via email
2. You must update your bank information within 7 days
3. Failed transfer fees ($5) will be deducted from your balance
4. After 3 failed attempts, payouts will be suspended pending manual review

6. Reserves and Risk Management

6.1 Standard Reserve Policy

We automatically withhold a flat percentage of each recipient's share of the Net Payout Pool as a Reserve from amounts payable to Organizers and Participants:

We may apply a Reserve to amounts otherwise payable to an Organizer or to a Participant (a Debater or Host). A Reserve is a pre-payout hold: it is withheld from funds before they are paid out and is used to cover refunds, Chargebacks, and other liabilities that may arise after distribution. A Reserve held against a Participant is limited to a portion of that Participant's own share and may reduce that share to zero, but never creates any liability for the Participant beyond the forfeiture of their share of the Net Payout Pool, subject to the cap and its exceptions in Section 9.1.

Reserves are released on a rolling basis after the applicable hold period. Where a refund request, Chargeback, dispute, or claim is pending against specific funds, or where a longer dispute window applies under applicable card-network rules, we may extend the hold on those specific funds beyond the standard hold period until the matter is finally resolved. The hold period runs from the date a Debate completes and payment is captured, so that it aligns with the period during which a Chargeback may be initiated.

6.2 Enhanced Risk Reserves

We reserve the right to impose enhanced reserves beyond the standard percentages when our risk assessment indicates elevated risk factors. High-ticket-price debates, defined as those with tickets priced over $500, may be subject to reserves of up to 100% of gross merchandise value. Similarly, unusual purchasing patterns or velocity, such as a sudden spike in sales or purchases from a concentrated geographic area, may trigger enhanced reserves.

Accounts with a previous chargeback ratio exceeding 0.5% are considered high-risk and subject to increased reserves. Debates scheduled more than 180 days in advance present additional risk due to the extended time between payment and delivery, warranting higher reserve percentages. First-time organizers processing high volumes, particularly those exceeding $10,000 in their initial debates, may be subject to enhanced reserves until they establish a positive track record. International organizers or those operating in industries we deem high-risk may also face increased reserve requirements. Our risk models continuously analyze transaction patterns, and any activity flagged as suspicious may result in immediate implementation of enhanced reserves.

6.3 Reserve Funds Usage

Reserve funds may be used to cover:

• Refunds (including those you fail to process timely)
• Chargebacks and associated fees
• Disputes and claims
• Negative account balances
• Fees, fines, or penalties
• Any amounts you owe to Logosive

Any Shortfall remaining after a Reserve is applied is borne by the Organizer. A Participant is not liable for that Shortfall and, as described in Section 9.4, is not subject to recovery against their other accounts or future payouts.

6.4 Additional Risk Management Measures

We may also implement:

• Transaction limits: Daily, weekly, or monthly caps on processing volume
• Delayed settlement: Extended hold on funds before payout eligibility
• Manual review: Individual transaction approval requirements
• Enhanced monitoring: Real-time transaction analysis
• Account restrictions: Limitations on certain features or payment methods

7. Prohibited Activities and Restricted Use

7.1 Fraudulent Activities

You are strictly prohibited from engaging in any form of fraudulent activity through our Payment Services. This includes, but is not limited to, self-dealing transactions where you or your related parties purchase tickets to your own events for the purpose of extracting payouts or manipulating sales metrics. Any form of circular transaction scheme designed solely to extract fees or payouts without legitimate attendance is strictly forbidden. These prohibitions apply to every User who participates in or receives proceeds from a Debate, including Organizers, Debaters, and Hosts, as well as their respective related parties. No Participant, and no related party of a Participant, may purchase or arrange the purchase of tickets to a Debate in which that Participant takes part for the purpose of extracting Payouts, inflating sales, or initiating refunds or Chargebacks.

Price manipulation for the purpose of money laundering, fraud, or any other illicit purpose is prohibited. You may not create fake events, non-existent debates, or phantom services for the purpose of processing payments. Identity theft, including the use of another person's identity or payment information without authorization, constitutes fraud and will result in immediate termination and potential criminal prosecution.

Transaction laundering, which involves processing payments for other merchants or businesses not approved by us, is strictly prohibited. Our platform may not be used for credit card testing, validation of stolen payment instruments, or any other activity that facilitates payment fraud. Any attempt to use our Services for these prohibited purposes will be detected through our monitoring systems and will result in immediate account termination, forfeiture of all funds, and reporting to appropriate law enforcement authorities.

7.2 Restricted Business Activities

Our Payment Services may not be used in connection with any illegal activities or to promote, facilitate, or support illegal activities of any kind. This restriction extends to gambling, gaming, or any form of wagering, regardless of whether such activities are legal in your jurisdiction. Adult content or adult-oriented services are prohibited from using our Payment Services. Similarly, our platform may not be used for transactions involving controlled substances, drug paraphernalia, or any products or services that facilitate drug use.

The sale or distribution of weapons, ammunition, explosives, or other dangerous materials is strictly prohibited. Multi-level marketing schemes, pyramid schemes, or any business model that primarily compensates participants for recruiting others rather than for selling legitimate products or services may not use our Payment Services. High-risk financial services, including but not limited to cryptocurrency exchanges, money service businesses, or check cashing services, are prohibited unless specifically approved by us in writing. Additionally, any activity that violates card network rules, regulations, or prohibited merchant category codes is forbidden.

7.3 Platform Abuse

Any attempt to circumvent our fees, policies, or security measures constitutes platform abuse and is strictly prohibited. This includes creating multiple accounts to evade restrictions, limits, or suspensions, as well as any attempt to manipulate our risk assessment systems or artificially improve your trust level through fraudulent means. Sharing or selling access to your Account is forbidden, as each Account must be used only by the authorized Account holder.

The use of automated systems, bots, or scripts without our express written permission is prohibited. Any activity that interferes with our systems, degrades our service performance, or negatively impacts other users' ability to access or use our Services is strictly forbidden. This includes attempts to overwhelm our systems with excessive requests, exploit vulnerabilities, or engage in any form of denial-of-service activity.

7.4 Detection and Enforcement

We employ sophisticated monitoring systems to detect and prevent prohibited activities on our platform. These systems include machine learning algorithms and behavioral analysis tools that identify suspicious patterns and anomalies in transaction data. We utilize device fingerprinting and IP tracking technologies to detect related accounts and prevent circumvention of our policies. Payment method correlation analysis helps us identify self-dealing and circular transaction schemes.

Our fraud prevention measures include social network analysis to identify relationships between accounts and third-party fraud detection services that provide real-time risk scoring. Additionally, our risk team conducts manual reviews of high-risk transactions and accounts. You acknowledge and consent to this monitoring as a condition of using our Payment Services. Any attempt to evade or interfere with our monitoring systems will result in immediate account termination.

8. Refunds and Cancellations

8.1 Your Refund Obligations

As the party with a direct relationship with Consumers, you are solely responsible for establishing, communicating, and implementing your refund policy. Your refund policy must comply with all applicable laws and regulations, including consumer protection laws that may mandate certain refund rights. You bear all costs associated with refunds, including the refunded amount and any currency conversion losses. Note that our processing fees are non-refundable, meaning you will not recover the fees charged on the original transaction when issuing a refund.

You must maintain sufficient funds in your Account or available through your designated payment method to cover all potential refunds. This obligation continues even after a debate has concluded, as Consumers may request refunds or initiate chargebacks for an extended period following the transaction. Your refund obligations survive any termination of this Agreement or closure of your Account.

8.2 Refund Processing

When processing refunds:

1. Refunds must be initiated through our platform
2. Refunds are processed to the original payment method
3. Processing fees are non-refundable
4. Refunds typically take 5-10 business days to appear
5. You may not provide cash refunds for card transactions

8.3 Mandatory Refunds

You must issue refunds for:

• Cancelled or significantly postponed debates
• Duplicate transactions
• Processing errors
• Any situation required by law

8.4 Our Right to Issue Refunds

We may issue refunds without your consent:

• To comply with legal requirements
• If you fail to deliver promised services
• To prevent chargebacks or disputes
• If we terminate your Account
• To protect Consumers from fraud

Any refunds we issue will be deducted from your payouts or charged to your payment method on file.

9. Chargebacks and Payment Disputes

9.1 How Fees, Chargebacks, and Losses Are Allocated

The Platform Fee is determined on the Calculation Date as twenty percent (20%) of the Settled Ticket Revenue of a Debate. Because Settled Ticket Revenue excludes amounts refunded or charged back on or before the Calculation Date, refunds and Chargebacks occurring during that period reduce the Settled Ticket Revenue and therefore reduce the Platform Fee, the Payout Pool, and each recipient's share proportionally. In this way, refunds and Chargebacks arising before the Calculation Date are shared by all parties, including Logosive, in proportion to their respective shares.

Pool Deductions reduce the Payout Pool before distribution and are allocated pro rata across the shares of the Organizer and the Participants. A Participant's share may be reduced to zero by this allocation, but no further: a Debater or Host who is a Participant absorbs Pool Deductions only up to the amount of their share of the Net Payout Pool, and is never personally liable for any Chargeback amount, Chargeback fee, dispute-resolution cost, or negative balance beyond the forfeiture of that share. Participant payouts are not subject to clawback once paid.

After the Calculation Date, the Platform Fee is fixed. Refunds, Chargebacks, Chargeback fees, and related costs arising after the Calculation Date are charged first against the applicable Reserve, and any remaining Shortfall is borne by the Organizer as described in Section 9.1.1; Participants remain capped as described above and are not subject to clawback.

The Participant liability cap and the no-clawback and no-offset protections in this Agreement (including this Section 9.1, Section 5.2.1, Section 6, Section 9.4, and the definition of Shortfall) protect only Participants acting in good faith. They do not apply to a Participant who engages in, colludes in, or knowingly benefits from any Prohibited Activity under Section 7, including self-dealing or collusive ticket purchases, circular transaction schemes, or refunds or Chargebacks initiated by the Participant or their related parties. Such a Participant is personally liable for the full amount of the resulting loss (including the disputed amounts, Chargeback fees, and related costs), their Payouts on that and any other Debate are subject to clawback and offset, and they forfeit all funds as provided in Section 7.

9.1.1 Organizer Chargeback Liability

As the Organizer, you bear full financial responsibility for all Chargebacks initiated against transactions for your Debates to the extent they exceed the amounts absorbed by the Payout Pool. This liability includes the full amount of the disputed transaction, regardless of whether you have already delivered the debate, and applies even where Chargebacks arise after Payouts have been made. In addition to the transaction amount, you are responsible for all Chargeback fees, which typically range from $15 to $25 per occurrence, depending on the card network and processor involved.

Your liability as Organizer extends to any penalties or fines imposed by card networks as a result of excessive chargebacks or violation of network rules. If international transactions are involved, you are responsible for any currency conversion losses that occur between the original transaction and the chargeback. Furthermore, you must reimburse us for our reasonable costs in responding to and defending against chargebacks, including staff time and any third-party services required to compile and submit evidence. We may recover these amounts from your reserves, by offset against proceeds from your other Debates, or by invoicing you directly.

For Logosive-organized Debates, Logosive occupies the role of Organizer and bears the Shortfall itself. In such Debates, the organizer share of the Payout Pool is redistributed among the actual Participants, so that Logosive's only compensation is the Platform Fee, which remains calculated on Settled Ticket Revenue. Participants in such Debates remain capped as described in Section 9.1.

9.2 Chargeback Process

When a chargeback occurs:

9.3 Excessive Chargebacks

If your chargeback ratio exceeds acceptable levels:

9.4 Negative Balances

This Section 9.4 applies to Organizers only. Participants (Debaters and Hosts) cannot incur a negative balance and are not subject to this Section, consistent with the liability cap and its exceptions in Section 9.1. If chargebacks create a negative balance for an Organizer:

1. You must pay the full amount within 7 days
2. We may charge your payment method on file
3. We may offset from future transactions
4. We may pursue collection activities
5. You remain liable even after termination

For the avoidance of doubt, the recovery measures in this Section and in Section 9.1.1 (including offset against future payouts or other Debates, charging a payment method on file, invoicing, and collection activities) apply to Organizers only. Because a Participant's payout is not subject to clawback once paid (Section 9.1), we will not recover a Shortfall on one Debate by offsetting it against a Participant's payout on another Debate or otherwise pursue a Participant for amounts beyond the forfeiture of their share of the Net Payout Pool, except as provided in Section 9.1 for a Participant who engages in or colludes in a Prohibited Activity. A Reserve held against a Participant under Section 6 is a pre-payout hold and is not a clawback.

10. Fees and Taxes

10.1 Fee Structure

The following fees apply to all transactions:

For clarity, the Platform Fee shown above is calculated on Settled Ticket Revenue, determined on the Calculation Date, and is retained by Logosive in full. Refunds and Chargebacks settled on or before the Calculation Date reduce Settled Ticket Revenue and so reduce the Platform Fee proportionally. The payment processing fees, Chargeback fees, and other transaction costs shown above are Pool Deductions, which are deducted from the Payout Pool and allocated as described in Section 9.

10.2 Fee Changes

We may modify fees by:

• Providing 30 days advance notice via email
• Posting updated fees on our website
• Allowing you to terminate before changes take effect
• Your continued use constitutes acceptance

10.3 Your Tax Obligations

You acknowledge and agree that you are solely responsible for determining and fulfilling all tax obligations arising from your use of our Payment Services and the operation of your debates. This includes, but is not limited to, all income taxes on amounts you receive through our platform, whether federal, state, local, or international. You are responsible for determining whether sales tax, value-added tax (VAT), goods and services tax (GST), or similar transaction taxes apply to your ticket sales and for collecting and remitting such taxes to the appropriate authorities.

If you have employees or pay participants in your debates, you are responsible for all associated payroll taxes, including withholding, social security, unemployment, and other employment-related taxes. You must maintain proper tax records and documentation to support your tax filings and comply with any audit requirements. We do not provide tax advice, and you should consult with qualified tax professionals to ensure compliance with all applicable tax laws and regulations.

10.4 Tax Reporting

We are required by law to report certain payment information to tax authorities. For U.S. persons, we will issue Form 1099-K when you meet the applicable IRS reporting thresholds. To facilitate accurate tax reporting, you must provide us with your correct taxpayer identification number (TIN), which is typically your Social Security Number (SSN) for individuals or Employer Identification Number (EIN) for businesses. International organizers must provide appropriate tax documentation for their jurisdiction, which may include Form W-8BEN or other applicable forms.

If you fail to provide accurate taxpayer information or if the IRS notifies us that the information you provided is incorrect, we are required by law to implement backup withholding at the current rate of 24% on all payments to you. This backup withholding will continue until you provide corrected taxpayer information that is verified by the IRS. For international organizers, withholding rates may vary based on applicable tax treaties and local regulations. You agree to promptly provide any additional tax documentation we request to comply with our reporting obligations.

11. Security and Compliance

11.1 Data Security Requirements

You must implement and maintain appropriate administrative, physical, and technical safeguards to protect your Account and prevent unauthorized access. This includes using strong, unique passwords and enabling two-factor authentication on your Account. Access to your Account must be limited to authorized personnel only, and you must implement appropriate access controls to ensure that only individuals with a legitimate business need can view or modify payment information.

Your systems used to access our Services must be kept free of malware, viruses, and other vulnerabilities that could compromise security. You must only access your Account from secure networks and avoid using public Wi-Fi or other unsecured connections when handling payment information. Any suspected or actual security incidents, including unauthorized access attempts, data breaches, or compromised credentials, must be reported to us immediately so that we can take appropriate protective measures.

11.2 PCI Compliance

While we handle PCI compliance for payment processing, you must:

• Never store, process, or transmit cardholder data
• Direct all payment collection through our platform
• Not modify or circumvent our payment forms
• Report any potential data breaches immediately
• Cooperate with any compliance audits

11.3 Legal and Regulatory Compliance

You must comply with all applicable laws, including:

• Anti-money laundering (AML) regulations
• Know Your Customer (KYC) requirements
• Economic sanctions and export controls
• Consumer protection laws
• Data privacy regulations (GDPR, CCPA, etc.)
• Local business licensing requirements

11.4 Audit and Monitoring Rights

We reserve the right to:

• Monitor your transactions and account activity
• Request additional information or documentation
• Conduct security assessments
• Audit your compliance with this Agreement
• Share information with regulatory authorities

12. Data, Records, and Reporting

12.1 Record Keeping Requirements

You must maintain accurate records for at least 7 years:

• All transaction details and receipts
• Consumer agreements and communications
• Refund and dispute documentation
• Attendance records and participant lists
• Financial statements related to your debates
• Tax filings and supporting documentation

12.2 Transaction Data

We collect and own all transaction data, which we may use for:

• Providing Payment Services
• Risk management and fraud prevention
• Legal and regulatory compliance
• Aggregated analytics and reporting
• Platform improvements
• As described in our Privacy Policy

12.3 Reporting and Analytics

We provide access to:

• Real-time transaction reporting
• Settlement and payout history
• Chargeback and dispute tracking
• Tax reporting documents
• Account statements and reconciliation

12.4 Data Retention

After account termination:

• We retain transaction data for legal compliance
• You may request historical reports for 7 years
• Data deletion subject to legal requirements
• Anonymized data may be retained indefinitely

13. Representations and Warranties

13.1 Your Representations

By entering into this Agreement and using our Payment Services, you make certain representations and warranties to us. You represent that you have full legal capacity and authority to enter into this Agreement and to perform all obligations hereunder. If you are entering this Agreement on behalf of an entity, you represent that you have actual authority to bind that entity. You warrant that you possess all necessary licenses, permits, and authorizations required to operate your business and conduct your debates or events in all jurisdictions where you operate.

You further represent that all debates and activities for which you collect payments through our platform are legal and do not violate any applicable laws, regulations, or third-party rights. All information you provide to us, including during registration and throughout your use of our Services, must be and remain accurate, current, and complete. You warrant that you will fulfill all obligations to Consumers who purchase tickets or make payments through our platform, and that you have the necessary rights to all content, trademarks, and other intellectual property you display or use in connection with your debates. You represent that you will comply with all applicable laws and regulations in your use of our Services and operation of your business. Finally, you warrant that neither you nor your business are subject to any economic sanctions or located in any embargoed jurisdiction.

13.2 Ongoing Warranties

You warrant on an ongoing basis that:

• Your use of Payment Services is legitimate
• You will not engage in Prohibited Activities
• You will maintain accurate records
• You will cooperate with investigations
• You will notify us of material changes

13.3 Disclaimer of Warranties

THE PAYMENT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

14. Indemnification

14.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Logosive, our affiliates, and our respective officers, directors, employees, agents, and service providers (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising from or related to your use of our Services. This indemnification obligation extends to claims arising from your breach of this Agreement or any other agreement with us, your violation of any law, regulation, or third-party right, and your debates or business activities, including but not limited to claims by Consumers regarding your debates or services.

Your indemnification obligations specifically include, but are not limited to, any disputes between you and Consumers, claims of false advertising or misrepresentation, personal injury or property damage at your events, and intellectual property infringement. You must also indemnify us for your negligence or willful misconduct, any violation of third-party rights including privacy, publicity, or intellectual property rights, and all chargebacks, refunds, or payment disputes related to your transactions. Additionally, you are responsible for any tax liabilities related to your activities and any content you provide or display through our Services. This indemnification obligation is unlimited in amount and survives the termination of this Agreement.

The unlimited indemnification obligations above apply to you in your capacity as an Organizer. They do not apply to a Participant (a Debater or Host) in respect of chargebacks, refunds, or payment disputes: a Participant's exposure for such matters is limited to the forfeiture of their share of the Net Payout Pool as described in Section 9.1, and a Participant has no obligation to indemnify us for chargebacks, refunds, or payment disputes beyond that share. This carve-out does not limit a Participant's other obligations (for example, those arising from their own misconduct, misrepresentation, or violation of law or third-party rights).

14.2 Defense and Settlement

In the event of a claim:

1. We will promptly notify you
2. You must assume defense with counsel acceptable to us
3. We may participate with our own counsel at our expense
4. You may not settle without our written consent
5. We may settle claims for injunctive relief

14.3 Survival

Your indemnification obligations survive termination of this Agreement indefinitely and apply even if we haven't reviewed or approved your activities.

15. Suspension and Termination

15.1 Immediate Suspension Rights

We reserve the right to immediately suspend your Account or Payment Services without prior notice when we determine, in our sole discretion, that continued access poses a risk to us, our users, or the payment system. Grounds for immediate suspension include suspected fraud or engagement in any Prohibited Activities, excessive chargebacks or disputes that exceed acceptable thresholds, or requirements imposed by legal or regulatory authorities. We may also suspend services if we identify a risk of financial loss to ourselves or others, including potential liability for chargebacks, refunds, or other claims.

Suspension may also occur if you fail to provide requested information or documentation within specified timeframes, or if we detect unusual or suspicious activity that warrants further investigation. Our Third-Party Payment Processors may require us to suspend your Account based on their independent risk assessments or compliance requirements, and we are obligated to comply with such requests. During any suspension period, you will not be able to process new transactions, and pending Payouts may be delayed or held until the suspension is resolved.

15.2 Termination by You

You may terminate this Agreement by:

1. Providing 30 days written notice
2. Completing all pending debates
3. Processing all required refunds
4. Paying all outstanding amounts
5. Providing tax documentation if required

15.3 Termination by Logosive

We may terminate this Agreement:

• Immediately for cause (breach, fraud, etc.)
• On 30 days notice without cause
• If required by Third-Party Payment Processors
• If you become insolvent or bankrupt
• For extended inactivity (12+ months)

15.4 Effects of Termination

Upon termination:

16. Miscellaneous Provisions

16.1 Entire Agreement

This Agreement, together with our Terms of Service, Privacy Policy, and any other referenced policies, constitutes the entire agreement between you and Logosive regarding Payment Services and supersedes all prior agreements.

16.2 Amendments

We may amend this Agreement by:

• Posting the updated Agreement on our website
• Notifying you via email for material changes
• Providing the effective date of changes
• Your continued use constitutes acceptance

16.3 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement at any time. Any prohibited assignment is void.

16.4 Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any disputes will be resolved according to the arbitration provisions in our Terms of Service.

16.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.6 Waiver

No waiver of any term of this Agreement will be effective unless in writing and signed by Logosive. Our failure to enforce any right or provision will not constitute a waiver of future enforcement.

16.7 Force Majeure

Neither party will be liable for delays or failures in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.8 Notices

Notices under this Agreement must be in writing and will be deemed given:

• To you: When sent to the email address on your Account
• To us: When delivered to [email protected] or our mailing address

16.9 Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to bind us or incur obligations on our behalf.

16.10 English Language

This Agreement is drafted in English. Any translations are provided for convenience only. In case of conflict, the English version prevails.

16.11 Survival

Certain provisions of this Agreement survive its termination or expiration and continue to bind you after your relationship with us ends. Section 6 regarding Reserves survives until all reserve funds have been released according to the applicable hold periods. Section 8 concerning Refunds survives for the applicable statute of limitations periods during which refund claims may be made. Section 9 regarding Chargebacks survives indefinitely for the Organizer, as chargeback liability can extend for extended periods after a transaction; a Participant's liability under Section 9 does not survive in this manner and is limited to the forfeiture of their share of the Net Payout Pool, without post-payout clawback, except as provided in Section 9.1 (a Participant who engages in or colludes in a Prohibited Activity remains liable, and that liability survives).

Section 10 relating to Fees and Taxes survives for any amounts still owed. Section 12 concerning Data and Records survives as required by applicable law and our record retention policies. Sections 13 and 14, covering Warranties, Limitations, and Indemnification, survive indefinitely given the ongoing nature of these obligations. Section 15.4 regarding the Effects of Termination survives as specified in that section. Finally, this Section 16 containing miscellaneous provisions, including governing law, dispute resolution, and this survival clause itself, survives indefinitely to ensure the continued enforceability of these important terms.

16.12 Contact Information

For questions about this Agreement or Payment Services: