MotiveApp

Terms Of Service

Last revised July 2024.

Last revised June 2024.

Below is an overview of our Terms of Service for our “Platform”, which means any application
or service we offer. You should read the complete Terms of Service because this document is our
legally binding agreement. By using our Platform, you are agreeing to our Terms of Service
(which incorporate and include our Privacy Policy and all other terms, policies, and agreements
referenced throughout these Terms). The Terms of Service are a legally binding agreement
between you and MotiveApp.

Here are some important definitions to help you navigate these Terms.
1. “Consumers” means consumers using our Services for any reason, including to consume
information and/or attend events.
2. “Material” includes information, data, text, editorial content, design elements, look and feel,
formatting, graphics, images, photographs, videos, music, sounds, and other content and
materials.
3. “Organizer” means an event creator using our Services to create events for Consumers.
4. “Services” include the MotiveApp and the Organizer Services
5. “Site Content” refers to Material contained in or delivered via the Services or otherwise made
available by MotiveApp in connection with the Services.
6. “Your Content” is any Material that you contribute, provide, post, or make available using the
Services, or that you otherwise contribute, provide, post or make available to us, or that you
authorize us to use.
7. “Your Trademarks” are the trademarks, trade names, service marks, and logos that you
contribute, provide, post, or make available using the Services, or that you otherwise contribute,
provide, post or make available to us, or that you authorize us to use.
8. Organizers, Consumers, and third parties accessing or using our Services are all referred to in
these Terms collectively as “Users,” “you,” or “your.”
9. When these Terms use “MotiveApp,” “we,” “us,” or “our,” that refers to MotiveApp, Inc. and
its Affiliates, and subsidiaries, and each of its and their respective officers, directors, agents,
partners, and employees.

Who we are

We offer an event, activity and social media platform dedicated to bringing the world together
through live experiences in your area. Through our platform, MotiveApp and its services, we
enable people all over the world to create, discover, share and register for events and activities
both public and private. Through our Services, Organizers can create, post and manage online or
in-person events, sell tickets,
We are not the creator, organizer, or owner of the events listed on the Services nor are we the
seller of tickets, registrations or any merchandise on the Services. Instead, we provide our
Services, which allow Organizers to manage ticketing and registrations and promote their events.
When hosting an event, the Organizer is solely responsible for ensuring that their event and any
page displaying an event complies with any applicable laws, rules, and regulations, and that the

goods and services described on the event page are delivered as described and in an accurate,
satisfactory manner.
If the Organizer is hosting an event with paid tickets, we act as the Organizer’s limited agent to
process payments from Consumers on the Organizer’s behalf using our third-party payment
service providers.

This Agreement

The terms “MotiveApp” “we,” “us,” and “our” include MotiveApp, Inc. and our corporate
parent, affiliates, or subsidiaries. We use the terms “you” and “your” to mean any person using
our Platform, and any organization or person using the Platform on an organization’s behalf. We
use the word “Platform” to mean any application, or service offered by MotiveApp, including
content we offer and electronic communications we send. We provide our Platform to you
subject to these Terms of Service. We use the terms “Terms of Service” and “Agreement”
interchangeably. Your use of the Platform signifies that you agree to this Agreement. If you are
using the Platform for an organization, you agree to this Agreement on behalf of that
organization, and represent you have authority to bind that organization to the terms contained in
this Agreement. If you do not or are unable to agree to this Agreement, do not use our Platform.
By agreeing to these Terms, you acknowledge you have read and agree to the Privacy Policy
applicable to all Users, which are incorporated by reference into, and are part of, these Terms.
Please read these carefully, as they affect what types of content and conduct are permitted when
using the Services.
We may make changes to these Terms at any time. Any changes we make will be effective
immediately when we post a revised version of these Terms on the Site. The “Last Updated” date
above will tell you when these Terms were last revised. By continuing to use this Site after that
date, you agree to the changes. If you do not wish to accept the revised Agreement, you can
close your account.
While some of the events listed on the platform may appeal to children, the platform is not
targeted at children under the age of 13, and they are not permitted to use the Site. We strongly
encourage all parents and guardians to monitor the Internet use by their children. If you use the
Site, you affirm you are at least 13 years old. We rely on parents and guardians of minors to
decide what materials are appropriate for children to view and purchase. There are parental
control protections (such as computer hardware, software or filtering services) available that may
assist you in limiting access to material that is harmful to minors.

Your Account and Membership

Account Information and Security. When you register, you provide us with some basic
information, including an email address and a password. Keep your email address and other
account information current and accurate. Also, you agree to maintain the security and
confidentiality of your password (or else we may need to disable your account). We strongly
encourage you to choose a strong and unique password that is not shared with any other account
or online service and practice other healthy password security habits to help avoid unauthorized

access to your account. You alone are responsible for anything that happens from your failure to
maintain that security and confidentiality, such as by sharing your account credentials with
others. If someone is using your password or accessing your account without your
permission, email us at info@themotiveapp.ca.
Subject to your compliance with this Agreement, MotiveApp grants you a limited, non-
exclusive, revocable, non-transferable right to use the Platform to access and use the services and
features that we make available to you.

Fees, Payments, and Offers

Creating an account is free. We do not charge fees to list an event only if you buy/sell paid
tickets or registrations. These fees may vary based on individual agreements between us and
certain Organizers. In some cases, Organizers may determine whether these fees will be passed
along to Consumers and shown as “Fees” on the applicable event page or absorbed into the ticket
or registration price and paid by the Organizer out of ticket and registration gross proceeds. The
fees charged to Consumers may include other charges, including facility fees, taxes, processing
fees, and fulfillment fees. This means that the fees paid by Consumers for an event are not
necessarily the same as those charged by us to the applicable Organizer or the standard fees
described on the Services to Organizers. In addition, some fees are meant to defray costs
incurred by us but may in some cases include an element of profit and in some cases include an
element of loss. We do not control and cannot disclose fees levied by your bank and/or credit
card company, including fees for purchasing tickets and registrations in foreign currencies or
from foreign persons. Be sure to check with your bank or credit card company prior to
purchasing to understand all applicable fees, credit card surcharges, and currency conversion
rates.

Ticketing and Processing Partner

Ticketing fee: Motiveapp, the ticketing platform used for the event, charges the following fees to
event attendees:

i. A transactional service fee of $1.25 per ticket sold.
ii. An additional fee of 2.5% & 3.5% of the ticket price.

 These fees are collectively referred to as the Ticketing Fee and are charged over and above
the ticket price set by the event organizer.
 These fees are non-refundable and are charged at the point of ticket purchase.
 These fees are non-refundable and are charged at the point of ticket purchase.
 By purchasing a ticket, attendees agree to pay the Ticketing Fee in addition to the ticket
price.
 Attendees acknowledge that the Ticketing Fee is a mandatory charge imposed by
Motiveapp and is separate from the event organizer’s ticket price.
 Any refunds issued will be processed in accordance with the event organizer’s refund
policy, and the non-refundable Ticketing Fee charged by Motiveapp will not be included in
the refund.
 The use of Motiveapp for purchasing event tickets constitutes acceptance of these terms by
the event attendees.
 MotiveApp acts the your limited payments agent for events to facilitate payment
transactions. We partner with third-party payment processors to facilitate your transactions.
To facilitate payments for you ticket purchase, we partner with third-party payment
processors and/or merchant acquirers. Stripe, Inc. (“Stripe”) is our Payment Processor

Partners that may facilitate payment processing services for you on your behalf using our
Payment Processor Partners. As a limited agent, we process the total value of tickets,
registrations, and other items purchased by Consumers for your events (“Event Proceeds”). In
return, in addition to other applicable MotiveApp Fees, you will pay us the Payment
Processing fee for each ticket, registration for facilitating the transaction.

Your Content and Content of Others

You are responsible for the Content that you post to the Platform or otherwise provide to
MotiveApp. We use the word “Content” to mean the information, material, and any other content
that you post to the Platform or otherwise send to us. Examples of your Content include: The
material that organizers and members typically post to the Platform, such as information about
MotiveApp groups and MotiveApp events, comments, and photos; You are responsible for the
Content you post on our Platform or send to us. You give us a license to use this Content to
operate, improve, promote, and protect MotiveApp and our Platform. Our Privacy Policy
explains how we collect and use information you provide about yourself and the information that
may be associated with you, and explains the limited ways we may share this information.
By being responsible for your Content, you agree, among other things, that: You have all the
permissions, rights, and licenses needed (including under copyrights, trademarks, contract rights,
privacy rights, or publicity rights) to provide the Content to the Platform and to MotiveApp;
Your Content does not include personal, private or confidential information belonging to others;
and Your Content does not otherwise violate the rights of any individual or entity.

We do not claim ownership of your Content. However, to enable us to operate, improve,
promote, and protect MotiveApp and our Platform, and to ensure we do not violate any rights
you may have in your Content, you hereby grant MotiveApp a non-exclusive, worldwide,
perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a
waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display,
publicly perform, distribute, and create derivative works of, your Content and to commercialize
and exploit the copyright, trademark, publicity, and database rights you have in your Content.
This license would permit your Content to remain on the Platform, even after you cease to be a
member of a MotiveApp group or of the Platform. This license doesn’t give us ownership of any
of your Content. It simply gives us and members the right to use it on or related to the Platform.
This license continues even if you close your account, because it’s necessary for us to operate the
Platform. We are not responsible for Content that members post or the communications that
members send using our Platform. We generally don’t review Content before it’s posted.
Please note: MotiveApp does not control the Content of other members and we generally
don’t review Content before it’s posted. When we become aware of inappropriate Content
on our Platform, we reserve the right to investigate and take appropriate action, but we do
not have any obligation to monitor, nor do we take responsibility for, the Content of other
members. If you see Content that violates our Terms of Service, you may report it to
info@themotiveapp.ca

Assumption of Risks

You must assume risks that are inherent in attending events and activities. MotiveApp is not a
party to any arrangements made through our Platform. MotiveApp does not conduct or require
background checks on members and does not attempt to verify the truth or accuracy of
statements made by members or event organizers. MotiveApp makes no representations or
warranties concerning the conduct or Content of any members or their interactions with you. We
advise members to exercise common sense and good judgment when using our Platform and
interacting with other members, both on our Platform and at events posted on our platform.
Some events may carry inherent risk and by participating in those events, you choose to assume
those risks voluntarily. For example, some events may carry risk of illness, bodily injury,
disability, or death, and you freely and willfully assume those risks by choosing to participate in
those events. When you attend an event hosted on out platform, you waive any and all claims
and causes of action against the MotiveApp, the event producers and their insurers, for liability,
including for personal injury, property damage or wrongful death in connection with your
attendance of the event.
MotiveApp is not a party to any offline arrangements made through our Platform. MotiveApp
does not conduct or require background checks on members and does not attempt to verify the
truth or accuracy of statements made by members or event organizers. MotiveApp makes no
representations or warranties concerning the conduct or Content of any members or their
interactions with you. We advise members to exercise common sense and good judgment when

using our Platform and interacting with other members, both on our Platform and at events
posted on our platform.

Limitation of Liability

The events sponsored on our platform are organized and managed exclusively by the event
organizers. The events and activities posted on our platform are organized and managed
exclusively by the event and activity organizers. MotiveApp is not involved in the planning,
execution, or management of the events and does not have any control over the conduct or content
of the events. The event organizers are solely responsible for all aspects of the events, including
but not limited to their organization, execution, and compliance with applicable laws and
regulations
MotiveApp makes no representations or warranties concerning the conduct or content of any
members or event organizers or their interactions with participants. Event organizers are
responsible for ensuring the safety and legality of their events and for exercising common sense
and good judgment in all event-related activities. MotiveApp does not conduct or require
background checks on members or event organizers and does not attempt to verify the truth or
accuracy of statements made by members or event organizers.
To the maximum extent permitted by law, in no event shall MotiveApp be liable for any indirect,
incidental, consequential, special, or exemplary damages, including but not limited to loss of
profits, goodwill, use, data, or other intangible losses, arising out of or in connection with your
participation in the events whether based on warranty, contract, tort (including negligence), or any
other legal theory, even if MotiveApp has been advised of the possibility of such damages.
MotiveApp is not liable for any damage, injury, death, or any other liability that may
occur in connection with attending these events.The event organizers and attendees
assume all risks associated with the event, including but not limited to the risk of illness,
bodily injury, disability, death, and property damage. By becoming a user of MotiveApp
Platform you agree to release, indemnify, and hold harmless MotiveApp, its affiliates,
employees, and insurers from any and all claims, demands, causes of action, or liabilities
arising out of or in connection with the event, including but not limited to personal injury,
property damage, or wrongful death.
To the maximum extent permitted by law, in no event shall MotiveApp be liable for any indirect,
incidental, consequential, special, or exemplary damages, including but not limited to loss of
profits, goodwill, use, data, or other intangible losses, arising out of or in connection with your
participation in the Program or these Sponsorship Program Organizer Terms, whether based on
warranty, contract, tort (including negligence), or any other legal theory, even if MotiveApp has
been advised of the possibility of such damages.
Our Platform

We try hard to make sure that our Platform is always available and working, but we cannot
guarantee it will be. Occasionally things may not go exactly as planned. We apologize in
advance for any inconvenience. We are continually improving our Platform. This means that we
may modify or discontinue portions of our Platform.

By using our Platform, you agree to the limitations of liability and release in our Terms of
Service. You also agree to resolve any disputes you may have with us in the manner described in
the Terms of Service. Unless you are based in the European Union, you agree to mandatory
arbitration and waive your right to seek relief from a judge or jury in a court of law. Claims can
only be brought individually, and not as part of a class action.
Our Platform contains proprietary and confidential information and is protected by intellectual
property and other laws. Unless we expressly permit it through this Agreement, you agree that
you will not, either directly or indirectly (a) use, host, store, reproduce, modify, publish, publicly
display, publicly perform, distribute, or create derivative works of the Platform, or any portion of
the Platform; (b) remove or alter the proprietary notices on the Platform; (c) reverse engineer,
disassemble, decompile, or attempt to discover the source code or structure, sequence, and
organization of the Platform; and (d) rent, lease, resell, distribute, or use the Platform for
commercial purposes that are not contemplated by this Agreement. You also agree that you will
not use the Platform to solicit or collect (i) personal data from others except as necessary for the
administration of or participation in a group or event or (ii) sensitive personal data, as defined or
treated as such under applicable law (including, by way of example only, health information and
social security numbers and other government identifiers).
You agree to use, retain, and otherwise process personal data collected from the Platform in
accordance with applicable laws, rules, and regulations and solely for purposes of administering
and participating in MotiveApp groups and MotiveApp events. Without limitation, you agree to
provide notice to individuals about your processing of their personal data, to obtain any
necessary consents, and to respond to requests made by individuals as required by applicable
law. You also agree to safeguard such data from unauthorized access or processing. You must
delete such personal data once it is no longer strictly necessary for the administration of a
MotiveApp group or MotiveApp event or promptly following a request from MotiveApp, and
you will promptly certify to
The Platform contains links to third party sites, and is integrated with various third party
services, applications and sites that may make available to you their content and products. We
don’t control these third parties and aren’t responsible for those sites or services or their content
or products. These third parties may have their own terms and policies, and your use of them will

be governed by those terms and policies. You do not have a license to use the intellectual
property of third parties merely by way of your access to our Platform.

Refunds

All ticket sales on the MotiveApp are non-refundable. By purchasing a ticket from the event
organizer you agree to a NO REFUNDS policy on tickets purchased. Because all transactions are
between an Organizer and its Consumers, we ask that all Consumers contact the applicable
Organizer of their event with any request for exceptions on their refund requests.
In certain situations, refund requests may require approval from event organizers. If your refund
request is denied or you do not receive a response from the organizer, please review the
following refund qualifications:
1. The event was cancelled
2. The event has been postponed for more than 90 days without a new date scheduled.
Organizer Refund Policy do not create an obligation for MotiveApp to make refunds in
connection with the circumstances described herein, or otherwise, nor does it create an obligation
for MotiveApp to refund Proceeds or Fees. All determinations by us with respect to these
Organizer Refund Policy Requirements, including without limitation the orders to be refunded
and the size of any refund, may be made in our sole discretion and shall be final and binding on
both you and your Consumers. These Organizer Refund Policy Requirements are not intended to
be and do not constitute an offer to insure the performance of or to guarantee the performance of
any Organizer and are not a guarantee that refunds will be issued in any given situation.
You should use common sense in deciding whether to make a payment to any organizer.
We cannot ensure that organizers will use payments as they promise or as you expect. You
should note that there is no refund policy for event tickets purchased, be cautious before
making any payments to an organizer.

Release

To the full extent permitted by applicable law, you agree not to hold us responsible for anything
that happens related to transactions with third parties, member interactions, or in connection with
a MotiveApp group or MotiveApp event. You also agree not to hold organizers responsible for
their negligence in connection with their Content, a MotiveApp group, or MotiveApp event.
To the full extent permitted by applicable law, you agree to release us and our officers, directors,
shareholders, agents, employees, consultants, corporate parent, affiliates, subsidiaries, sponsors,
and other third-party partners ( “MotiveApp Parties”) from claims, demands, and damages
(direct and consequential) (“Claims”), arising out of or in any way connected with any
transaction with a third party, your interactions with other members, or in connection with a
MotiveApp group or a MotiveApp event. You also agree, to the full extent permitted by
applicable law, to release organizers from Claims based on an organizer’s negligence arising out
of or in any way connected with their Content, a MotiveApp group, or a MotiveApp event.
You acknowledge that some MotiveApp events carry inherent dangers, such as the risk of illness,
bodily injury, disability, or death. By participating in these events, you understand and agree that
you have freely chosen to assume these risks.

Indemnification

To the full extent permitted by applicable law, you agree to reimburse us if we get sued in
connection with your use of our Platform. To the full extent permitted by applicable law, you
agree to indemnify, defend and hold all MotiveApp Parties harmless from any Claims, made by
any third party due to or arising out of (a) your violations of this Agreement, (b) your use,
misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute,
ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a
MotiveApp group or a MotiveApp event that violates this Agreement. You agree to promptly
notify us of any third party Claims, cooperate with all MotiveApp Parties in defending such
Claims, and pay all fees, costs and expenses associated with defending such Claims (including,
but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written
consent.

Warranty Disclaimer and Limitation of Liability

Our Platform is provided to you “as is” and on an “as available” basis. To the full extent
permitted by applicable law. You use the site as is and on an as available basis. To the full
extent permitted by applicable law. We try to keep the site up, bug-free, and safe, but you use it
at your own risk. To the fullest extent permissible by law, and to the extent that applicable law
permits the disclaimer of express or implied warranties, we disclaim all warranties, express or
implied, including any warranty of title, non-infringement, accuracy, merchantability, fitness for
a particular purpose, or warranties that may arise from course of dealing or course of
performance or usage of trade.
We disclaim all warranties and conditions of any kind, including but not limited to statutory
warranties, and the implied warranties of merchantability, fitness for a particular purpose, and
non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness,
accuracy, and performance of our Platform, (b) any information, advice, services, or goods
obtained through or advertised on our Platform or by us, as well as for any information or advice
received through any links to other websites or resources provided through our Platform, (c) the
results that may be obtained from the Platform, and (d) the correction of any errors in the
Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with
or as the result of the presence of marketing partners or other third parties on or located through
our Platform. You may have additional rights under the law of the country in which you are
based. You agree that the duration of such additional rights will be limited to the full extent
permitted by such law.
To the full extent permitted by applicable law, you agree that in no event shall any MotiveApp
Parties be liable for any direct, indirect, incidental, special, or consequential damages, including
but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses
(even if any MotiveApp Parties have been advised of the possibility of such damages) arising out
of or in connection with (a) our Platform or this Agreement or the inability to use our Platform
(however arising, including our negligence), (b) statements or conduct of or transactions with

any member or third party on the Platform, (c) your use of our Platform or transportation to or
from MotiveApp events, attendance at MotiveApp events, participation in or exclusion from
MotiveApp groups or MotiveApp events and the actions of you or others at MotiveApp events,
or (d) any other matter relating to the Platform

Dispute Resolution

If you have a dispute with MotiveApp, you agree to try to work it out directly with us first. If we
can’t work it out, with limited exceptions, you must submit any dispute with us to a neutral
arbitrator instead of taking the claim to a court of law. Claims can only be brought individually,
and not as part of a class action. Members based in the European Union may have additional or
different rights, as provided by applicable law. MotiveApp has no obligation to get involved with
any disputes you have with other members, although we may try to facilitate a resolution.
Before making any claim, you and MotiveApp agree to try to resolve any disputes through good
faith discussions. We use the term “claim” to mean any dispute, claim or controversy arising out
of or relating to your use of our Platform or this Agreement, including your participation in
MotiveApp events. You or MotiveApp may initiate this process by sending written notice
describing the dispute and your proposed resolution. In the event that we cannot resolve the issue
within 30 business days following receipt of the initial notice, you or MotiveApp may bring a
claim. Members based in the European Union may have additional or different rights, as
provided by applicable law.
You agree to resolve disputes with MotiveApp on an individual basis. You agree not to bring a
claim as a plaintiff or a class member in a class, consolidated, or representative action. You are
expressly waiving any right to participate in class actions, class arbitrations, private
attorney general actions, and consolidation with other arbitrations.
Dispute Resolution Terms Applicable to Members Based in the EU. If you are a member based
in the European Union, the mandatory provisions of the law of the country in which you are
resident will apply. Nothing in this Agreement will affect your rights as a consumer to rely on
the mandatory provisions of the local law that applies. If you are based in the European Union,
the local laws in your European Union Member State may allow you to take legal action against
MotiveApp in your Member State and to invoke certain local laws against MotiveApp

Intellectual Property

MotiveApp trademarks, logos, service marks, and service names are the intellectual property of
MotiveApp. Our Platform, including our material on the Platform, are also our or our licensors’
intellectual property. You agree not to use our intellectual property without our prior written
consent.

MotiveApp respects the intellectual property of others, and we expect our members to do the
same. We may, in appropriate circumstances and in our discretion, remove or disable access to
material that we believe may infringe on the intellectual property rights of others. We may also
restrict or terminate access to our Platform to those who we believe to be repeat infringers.

General Terms

This section contains terms we have added for miscellaneous purposes. Please continue to read
this section carefully.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship
between you and MotiveApp is intended or created by this Agreement. A member of the
MotiveApp Platform is not MotiveApp’s representative or agent, and may not enter into an
agreement on MotiveApp’s behalf. This Agreement is not assignable, transferable, or
sublicensable by you except with MotiveApp’s prior written consent, but may be assigned or
transferred by us to our corporate parent or any affiliate or subsidiary, or in connection with a
merger, acquisition, corporate reorganization, sale of all or substantially all of MotiveApp’s
assets, or similar transaction.
A party’s failure to exercise or enforce any right or provision of this Agreement shall not
constitute a waiver of such right or provision and does not waive any right to act with respect to
subsequent or similar breaches.
We are not responsible for third-party websites or materials that you access.
The Services or Users may provide links to other Internet websites or resources. Because we
have no control over such websites and resources, you agree that we are not responsible for the
availability of such websites or resources. We do not endorse and are not responsible or liable for
any Site Content, advertising, offers, products, services, or other materials on or available from
such websites or resources and are not responsible for any damages or losses related to them,
even if such websites or resources relate to our partners or third-party service providers.
We welcome and encourage you to provide feedback, comments, and suggestions for
improvements to the Services, as well as feedback, comments, suggestions, and ratings regarding
the services and events of third parties such as the Organizers of events you attend (collectively,
“Feedback”). Any Feedback you submit to us will be considered non-confidential and non-
proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide,
royalty-free, irrevocable, sub-licensable, perpetual license to use, publish, and exploit those ideas
and materials for any purpose, with or without your name, without compensation to you. We
may collect testimonials, ratings, and reviews about Site Content, the Services, and, if you are an
Organizer, Your Content and events. These testimonials, ratings and reviews will be considered
Feedback. We retain full discretion on whether, when, where, with whom, and how Feedback is
shared or published.

Please report any violations of this Agreement by a member or third party by sending an email to
info@MotiveApp.com.

EVENT & ACTIVITIES ORGANIZER AGREEMENT

This Agreement sets the terms and conditions for your use of the Organizer Services. This
Merchant Agreement sets the terms and conditions for your use of the Organizer Services. Users
of our Organizer/Hosting Services may be collectively referred to in this Agreement as “you” or
“your.”
By using the Organizer Services or registering as an Organizer, you are agreeing to the terms and
conditions of this Agreement, the Terms of Service, and our Privacy Policy, without
modification, and entering into a binding contract with us that governs your use of the Organizer
and Host Services. Do not use the Organizer Services or register as an Organizer if you do not
agree to the terms and conditions of this Merchant Agreement, the Terms of Service, or our
Privacy Policy. We provide you and other Organizers a platform to sell tickets, registrations and
other items, and receive payments for your events.
To use the Organizer Services, you must: (a) have the authority to enter into this 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 the Stripe Connected
Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe
Agreements,” which Stripe may modify from time to time) and any other required third party
agreement, if applicable. d) 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.

Payment Processing.
Payment Processor Partners.

We partner with third-party payment processors to facilitate your transactions.
As part of the Organizer/Host Services, we provide tools to help you sell tickets, registrations,
and other items to Consumers interested in your events. To facilitate payments for you, we
partner with third-party payment processors and/or merchant acquirers.
You and we are subject to the rules and regulations of our Payment Processor Partners. In certain
cases, you may be required to enter into separate agreements with our partners (“Payment
Processor Agreements”) to receive payments. Stripe, Inc. (“Stripe”) is one of our Payment
Processor Partners that may facilitate payment processing services for you. When you agree to
this Merchant Agreement or continue to operate as an Organizer on MotiveApp, you also agree
to the Stripe Connected Account Agreement and the Stripe Services Agreement. For us to enable
payment processing services through Stripe, you must provide us with accurate and complete
information about you and your business, and you authorize us to share it, and transaction
information, with Stripe.
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. MotiveApp acts as your limited
payments agent to facilitate payment transactions on your behalf using our Payment Processor

Partners. As a limited agent, we process the total value of tickets, registrations, and other items
purchased by Consumers for your events (“Event Proceeds”). In return, in addition to other
applicable MotiveApp Fees, you will pay us the Payment Processing fee for each ticket,
registration for facilitating the transaction.

Fees and Charges:
The Organizer acknowledges that Motiveapp will charge attendees the following Ticketing Fees
for each ticket sold:

i) Transactional service fee of $0.99 per ticket sold.
ii) An additional processing fee of 2.5% of the ticket price.

 These Ticketing Fees are charged over and above the ticket price set by the Organizer and
will be collected by Motiveapp at the point of ticket purchase.
 The Ticketing Fees include any applicable payment processing fees charged by Motiveapp.
 These fees are non-refundable and will be charged to the attendees in addition to the ticket
price.
 The Organizer agrees to disclose all Ticketing Fees to potential attendees in a clear and
transparent manner.
 The Organizer will ensure that all promotional materials and communications to attendees
include information about the total ticket price and additional Ticketing Fees.

Payouts: No later than five (7-10) business days after the conclusion of the event, Organizers
will receive the Event Proceeds, less MotiveApp processing Fees of (2.50% of ticket price) +
$0.99 per ticket Plus Taxes, and Other Deductions if applicable. At that time, our Payment
Processor Partners will facilitate the payout to your preferred payout method. We will not be
liable for

delayed, rejected, or missed payouts that occur from the delay, failure, or contractual breach by
you, a Payment Processor Partner or any other third-party provider.
We and our Payment Processor Partners rely on the information you provide to facilitate
payment transactions on your behalf. If any account or card details that you provide to us or our
Payment Processor Partners are incorrect, you must reimburse, indemnify, and hold us and our
Payment Processor Partners harmless for any losses or expenses incurred by us relying on the
incorrect information.
Transaction Limits: For risk management, security, or to meet our Payment Processor Partners’
requirements, we may, from time to time, determine to impose a transaction limit on the amount
of any given transaction that you process through MotiveApp, and you authorize us to reject any
transaction over that limit.
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.

Cancelations; Non-performance.
You are not entitled to receive payment payouts 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.

Refunds. All Tickets are Non-Refundable,
You must make sure that your refund policy complies with the MotiveApp’s Non-Refund Policy
which are incorporated into this Agreement.

Specified Refunds.
Even if you post a “no refunds” policy, you are required to make refunds in situations where the
event is canceled or postponed. As a limited payments agent, we are permitted to make
Specified Refunds on your behalf. Motive App transaction and service fees are not refundable.
If your order meets one of these qualifications, you have up to 45 days to submit a refund request
to info@MotiveApp.ca. Outside of these circumstances, MotiveApp is unable to issue refunds.
If your order does not qualify for a refund, we encourage you to reach out to the organizer
directly for further assistance. Thank you for your understanding and cooperation.
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. If you
have any questions or need further assistance, please don’t hesitate to contact us.

Prohibited Merchants & Prohibited Events Transactions.
1. Prohibited Merchants.
We can’t do business with certain people and entities. By registering for the Organizer Services
and accepting this Agreement, you represent and warrant that:
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

2- 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:
i) 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.
ii). any fraudulent or criminal transaction.
iii) any transaction that would be a “restricted transaction” as defined in the Unlawful Gambling.
iv) Any transaction that is unrelated to your events
If we determine that a transaction falls into any of the categories above, it is a “Prohibited
Transaction.”
When Motiveapp sponsors a particular event, a sponsorship program is established whereby
Motiveapp sponsors an event hosted by a Sponsorship Program Organizer (“Sponsorship Program
Events”). The standard Terms of Service and Privacy Policy remain applicable. These
Sponsorship Program Organizer agreements are separate agreements required for each event.
Each agreement is tailored specifically to the respective event and outlines its own fee structure
and obligations