RoadbookRally Merchant Agreement

This Merchant Agreement, along with the rights and obligations it outlines, is incorporated into and supplements the RoadbookRally Terms of Service (“Terms of Service”). Nothing in this agreement modifies, limits, or waives any terms in the Terms of Service or our Privacy Policy. However, if there is a conflict between the Terms of Service and this Merchant Agreement, this agreement will take precedence.

Please read this Merchant Agreement and our Terms of Service carefully, as they may affect your rights. This agreement includes important details about our services, payments, refunds, and restricted events.

RoadbookRally Services

Here’s a summary of our services:

Organizer Services: For clarity, Organizer Services are part of the broader “Services” outlined in the Terms of Service.

(a) Entry fee Services: We provide you and other Organizers with a platform to collect entry fees, registrations, and other items, as well as receive payments for your events and tracks.

(b) Marketing and Operational Services: We may offer marketing, promotional and general support, along with onboarding assistance and account management (collectively referred to as “Marketing and Operational Services”). These services will be provided at our discretion and are subject to the Terms of Service, this Merchant Agreement, and any separate written agreement we deem necessary. If there is a conflict between a separate written agreement and this Merchant Agreement, the terms of the Merchant Agreement will prevail.

Our Merchant Agreement

Purpose and Scope

This section outlines what you are agreeing to.

This Merchant Agreement sets the terms and conditions for your use of the Organizer Services. Users of these services are collectively referred to as “you” or “your” in this agreement.

By using the Organizer Services or registering as an Organizer (also, by offering events and tracks to others), you agree to the terms of this Merchant Agreement, the Terms of Service, and our Privacy Policy without modification. This creates a binding contract governing your use of the Organizer Services. If you do not agree to these terms, do not use the Organizer Services or register as an Organizer.

Eligibility for Organizer Services

Eligibility

Ensure you meet the eligibility requirements before using our Organizer Services.

To use the Organizer Services, you must: (a) Have the authority to enter into this Merchant Agreement, either personally or on behalf of the entity using the Organizer Services. (b) Comply with our Terms of Service and all applicable laws.

All information you provide must be truthful, accurate, and complete. You must promptly notify us of any changes.

We reserve the right to approve or deny your registration for the Organizer Services, limit, suspend, or terminate your access, and/or impose transactional payout limits at any time, for any reason, with or without notice. Additionally, we may modify these eligibility requirements at any time.

Additional Registration Data

We may require additional information from you.

After registering for the Organizer Services, you may be asked to provide additional details about yourself, the entity you represent (if applicable), and its principals or beneficial owners (collectively, “Additional Registration Data”).

This may include, but is not limited to:

Current address Doing business as (DBA) names Description of products or services Website address Bank account or other payment account details Tax identification numbers Date of birth Passport or driver’s license number Country of origin Copies of government-issued identification Other relevant personal or business information We use this information to verify your identity, assess the validity and legality of your transactions, and determine your eligibility to use the Organizer Services.

You must: (a) Provide accurate and complete information promptly. (b) Regularly update this information to ensure it remains accurate and complete.

Disclosure Authorization

We may need to share your information with third parties to provide our services.

We may share Registration Data, Additional Registration Data, and information about your events and use of the Services with:

Our Payment Processor Partners The Card Schemes and Alternative Payment Frameworks (as defined below) Your bank or other financial institution, if they are involved in the Services Additionally, you authorize us to verify your Registration Data and Additional Registration Data and conduct due diligence through third parties, including credit reporting agencies.

Failure to Provide

Ensure you provide all requested information to maintain access to our services and receive payouts.

You are not entitled to receive payments from entry fee sales, registrations, or other items through us or our Payment Processor Partners unless you provide complete and accurate Registration Data and Additional Registration Data.

We reserve the right to:

Suspend or terminate your RoadbookRally account and/or access to the Organizer Services Withhold any payments otherwise due to you if we determine that your Registration Data or Additional Registration Data is inaccurate or incomplete

Prohibited Merchants, Events, and Transactions

We cannot do business with certain individuals, entities, or activities.

Prohibited Merchants By registering for the Organizer Services and accepting this Merchant Agreement, you represent and warrant that:

A. You are not located in, and are not a national or resident of, any country where the United States, United Kingdom, European Union, Australia, or Canada has embargoed goods and/or services similar to our Services ("Restricted Countries").

B. You are not a person or entity, nor are you controlled by 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 U.K. HM Treasury’s Consolidated List of Targets. v. Appears on the Australian Department of Foreign Affairs and Trade’s Consolidated List. vi. Is subject to sanctions in any other country.

C. You are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file, and your access to Card Schemes and Alternative Payment Frameworks has not been revoked or suspended.

If we determine that you fall into any of these categories, you are classified as a "Prohibited Merchant."

Prohibited Events and Tracks You may not post events or tracks on RoadbookRally or engage in activities through the Organizer Services that:

A. Violate or facilitate the violation of any local, state, provincial, national, or other applicable law, rule, or regulation. B. Are prohibited under Payment Scheme Rules. C. Contain Content that violates our Terms of Service. D. Take place in Restricted Countries or restricted regions, including but not limited to: Afghanistan Angola Antarctica Belarus Bouvet Island Burkina Faso Central African Republic Cuba Eritrea Eswatini French Southern Territories Guinea-Bissau Guyana Haiti Heard Island and Mcdonald Islands Iran Iraq North Korea Laos People's Democratic Republic Libyan Arab Jamahiriya Myanmar Netherlands Antilles Palestinian Territory Russian Federation Sierra Leone Somalia Sudan Syrian Arab Republic Trinidad and Tobago Uganda Vanuatu Venezuela Yemen Zimbabwe, Crimea, Donetsk People’s Republic, and Luhansk People’s Republic

If we determine that an event falls into any of these categories, it is classified as a "Prohibited Event or Track"

Prohibited Transactions You may not process, and you represent and warrant that you will not submit for processing, any of the following transactions: A. Transactions that violate or are considered "high risk" (or another restricted category).

Our payment processing services may only be used for: Entry fee purchases for your events and tracks. Selling items directly related to your events or tracks.

Suspension and Termination of Organizer Services; Survival of Obligations

Suspension and Termination

Here are the reasons why we may suspend or terminate your access to the Organizer Services.

We may limit, suspend, or terminate your access to the Organizer Services and/or your ability to receive payments at any time and for any reason, including if:

You become ineligible for the Services or violate any provision of this Merchant Agreement, the Terms of Service, or any other applicable RoadbookRally policy. You fail to pay any RoadbookRally Fees, including cases where your credit card is declined or you fail to provide accurate and updated Payment Information (defined below). Our Payment Processor Partners or Card Schemes refuse to process payments for you or engage in services involving you. We receive a legal order requiring us to attach or garnish any of your funds or property in our possession. You grant another party the right to claim your payments for any reason. You are a Prohibited Merchant, have organized Prohibited Events, or have processed Prohibited Transactions.

Account Deletion

You may delete your account, but your agreements with us will still apply.

You can stop participating as an Organizer at any time by deleting your account in accordance with the Terms of Service. However, deleting your account does not release you from this Merchant Agreement, any applicable RoadbookRally policies, or any written agreements you have with us.

Effect of Termination

If your account is terminated, we’ll ensure outstanding balances are handled properly.

If your account is terminated, we (through our Payment Processor Partners) will process any payments owed to you within a reasonable timeframe, as long as those payments comply with applicable laws, regulations, and legal orders.

We may hold funds owed to you to cover potential Chargebacks, refunds, credits, or balances owed to us. Beyond that, we will have no further payment obligations to you.

Once your account is terminated, our obligation to provide Organizer Services will end immediately. However, you are still responsible for any outstanding RoadbookRally Fees related to the terminated Organizer Services, and all unpaid fees will become due immediately, even if the services associated with those fees were not fully completed.

Continued Obligations

Some terms remain effective even after termination.

Any provisions of this Merchant Agreement that, by their nature, should survive termination—including obligations related to refunds, payments, and Chargebacks - will remain in effect.

Payment Processing

Payment Processor Partners

We partner with third-party payment processors to facilitate your transactions.

As part of the Organizer Services, we provide tools to help you collect entry fees, registrations, and other items to Consumers interested in your events or tracks. To process payments, we work with third-party payment processors and merchant acquirers (“Payment Processor Partners”).

Both you and RoadbookRally must comply with the rules and regulations of our Payment Processor Partners. In some cases, you may be required to enter into separate agreements (“Payment Processor Agreements”) with these partners to receive payments.

One of our Payment Processor Partners is Stripe, Inc. (“Stripe”), which may facilitate payment processing for you. By agreeing to this Merchant Agreement or continuing as an Organizer on RoadbookRally, you also agree to the Stripe Connected Account Agreement and the Stripe Services Agreement.

To enable Stripe’s payment processing services, you must provide accurate and complete information about yourself and your business. You also authorize us to share this information, along with transaction details, with Stripe.

RoadbookRally Payment Processing (RBRPP)

Most Organizers on our platform will use RoadbookRally Payment Processing (RBRPP) to collect proceeds from collected entry fees.

RBRPP as a Limited Payment Agent When you use RBRPP, we act as your limited payments agent, facilitating payment transactions on your behalf through our Payment Processor Partners.

As part of this service, we process the total value of entry fees, registrations, and other items purchased by Consumers for your events and tracks (“Event Proceeds”). In return, you will pay us the RoadbookRally Payment Processing Fee, in addition to other applicable RoadbookRally Fees, for each transaction we facilitate.

Payouts

Event: After your event ends, you can request an entry fee payout (withdrawal). You will receive the Event Proceeds minus RoadbookRally Fees, Taxes, and any other Deductions or Setoffs, if applicable. Your balance becomes available for withdrawal once the transaction “holding date” has passed (7 days for 3DS transactions, 30 days for others). Track: You can request Track entry fee payouts once they have accumulated at least 55 EUR. You will receive the Track Proceeds minus RoadbookRally Fees, Taxes, and any other Deductions or Setoffs, if applicable. The withdrawal balance becomes available after the transaction “holding date” has expired (7 days for 3DS transactions, 30 days for others), once the track entry access period is over, or at least four months have passed since the payment date (unused track entry fees expire in four months). We are not liable for any delays, rejections, or missed payouts caused by errors, failures, or breaches by you, a Payment Processor Partner, or any third-party provider. If you want earlier payouts (before your event concludes), refer to Section “Scheduled Payouts”.

Payout Methods

RBRPP users can receive payouts via transfer to a bank account in their name.

Your Responsibility for Payment Errors

If you provide incorrect account or card details, you must reimburse, indemnify, and hold us and our Payment Processor Partners harmless for any losses or expenses resulting from those errors.

Transaction Limits For security, risk management, or compliance with Payment Processor Partner requirements, we may impose transaction limits and reject transactions that exceed those limits.

Currencies RBRPP is only available in certain currencies and locations. Event Proceeds collected in one currency can only be paid out in that same currency. We do not provide currency conversion services. Your eligibility for different payment options depends on your currency and location.

RBRPP Qualification If you do not qualify for RBRPP but are otherwise eligible to use the Organizer Services, we may offer you Facilitated Payment Processing (FPP) as an alternative.

Facilitated Payment Processing (FPP)

How FPP Works Facilitated Payment Processing (FPP) allows you to receive all entry fee proceeds directly through a third-party payment service, or cash payments at the location of your event or track.

We are not responsible for the performance, errors, or failures of any third-party payment service you use.

Invoices & Payment Obligations When using FPP, you must pay RoadbookRally Fees and any other amounts owed to RoadbookRally directly. We will provide periodic invoices detailing your Event Proceeds, RoadbookRally Fees, and Taxes. Event Proceeds will not be paid out before the event concludes. Unless otherwise stated, all invoices are due within thirty (30) days of delivery.

Chargebacks and Reversals

You are responsible for credit card chargebacks and other transaction reversals related to your events or tracks.

Chargebacks occur when a Consumer disputes a transaction with a Card Scheme or Alternative Payment Framework. As an Organizer, you are responsible for promptly reimbursing us for:

Any Chargebacks related to your Event Proceeds or other payments. All associated credit card association, payment processing, re-presentment, penalty, and other fees (“Chargeback Costs”) incurred by us, our Payment Processor Partners, or any other partners.

Chargeback Management & Disputes

As your agent, we will make commercially reasonable efforts to manage and dispute Chargebacks on your behalf. You authorize us to do so and agree to cooperate in the Chargeback re-presentment process.

However, we are not obligated to dispute any Chargebacks that:

We determine are more likely than not to be lost. Should be refunded according to your event refund policy. Should be refunded under Section “Specified Refunds”.

Final Chargeback Decisions The Payment Scheme Rules (defined below) allow Card Schemes and Alternative Payment Frameworks to make final decisions on Chargebacks. If we lose a Chargeback dispute initiated on your behalf, you are still required to fully reimburse us.

Payment Scheme Rules

You must comply with the rules of the payment networks you use.

As an Organizer, you are required to follow the rules and regulations set by Card Schemes and Alternative Payment Frameworks (collectively, the “Payment Scheme Rules”). Depending on the payment methods used with RBRPP, different Payment Scheme Rules may apply.

These rules require, among other things, that you:

Submit only legitimate (bona fide) transactions. Follow branding guidelines when using Card Scheme logos and trademarks. Authorize the Card Scheme and its affiliates to display your name, address, and URL to indicate your participation in the Card Scheme. The Payment Scheme Rules are publicly available for review and may be updated periodically. We may also be required to update this Merchant Agreement to reflect any changes to these rules.

Commercial Entity Agreements

If your card-based transactions reach a certain threshold, you may be required to enter into an additional agreement.

You may need to enter into a Commercial Entity Agreement directly with one of our Payment Processor Partners or an applicable Card Scheme.

If we determine that your account is likely to meet this requirement, we will provide you with a Commercial Entity Agreement, which you must accept to continue receiving payouts. Failure to do so may result in the suspension or termination of your account.

Except for any Commercial Entity Agreement that applies to you—and regardless of any agreements like the Stripe Connected Account Agreement, the Stripe Services Agreement, or any other Payment Processor Agreement—you are not a direct party to any agreement between RoadbookRally (or its affiliates) and any Payment Processor Partner, Card Scheme, or Alternative Payment Framework. Additionally, you are not a third-party beneficiary of such agreements.

Roles and Relationships

When a Consumer makes a payment through our Payment Processor Partners, you must treat it as if the Consumer paid you directly.

Your Obligations to Consumers

When a Consumer makes a payment for an event or track, and that payment is processed by our Payment Processor Partners, you must:

Treat the transaction as if the Consumer paid you directly. Provide all advertised goods and services as promised, regardless of whether you have received or will ever receive the Event Proceeds. Our Role We do not provide banking, deposit-taking, stored value, insurance, or other financial services. If you use RBRPP, we act only as a limited payments agent, as described above.

Any balance displayed in your RoadbookRally account is for reporting purposes only. It reflects the Event Proceeds collected by a third-party payment service (if using FPP) or our Payment Processor Partners (if using RBRPP). This balance is not a deposit, obligation, or financial asset of RoadbookRally or any Payment Processor Partner. You do not have ownership or rights over the displayed balance until funds are paid out according to this Merchant Agreement. You are not entitled to interest or any other compensation on pending funds.

Our Authority as Your Agent As your agent, we are authorized to:

Hold, retain, and pay out Event and Track Proceeds to you using our Payment Processor Partners. Issue refunds to Consumers as specified in this Merchant Agreement, the Stripe Agreements, or any other Payment Processor Agreement. Manage and dispute Chargebacks. Delegate our obligations to affiliated entities or partners, while remaining responsible for fulfilling our obligations under this Merchant Agreement. We are not liable for any of your actions or omissions. Any payment obligation to you is conditional on:

Your compliance with this Merchant Agreement and the Terms of Service. The Consumer’s actual payment of Event or Track Proceeds.

You have to issue your own invoices or receipts to your event or track entry fee payees as per you jurisdiction.

Confirmations

You must honor all confirmed orders placed by Consumers through RoadbookRally.

When a Consumer places an order and it is confirmed through RoadbookRally, we generate a confirmation message and issue a unique confirmation number, as well as entry fee invoice.

As an Organizer, you are responsible for:

Accepting, honoring, and fulfilling all confirmed entry fee payments, registration, merchandise, and other commitments. Verifying a Consumer’s entry fee confirmation number and checking for any event restrictions before the event or track entree.

Escheatment

You may lose your right to payouts if your payment method is outdated or inaccurate.

If we are unable to complete a payout, after due notice, we will transfer the funds to the applicable government authority in accordance with legal requirements.

Fees, Deductions, and Reserves

Fees

Here’s an overview of the fees we charge.

RoadbookRally Fees

You must pay all applicable fees for the Organizer Services (“RoadbookRally Fees”), which include: Payment Processing Fees – These are transactional service fees and payment processing fees that we charge for entry fee collection services.

You are solely responsible for paying all Payment Processing Fees related to your RoadbookRally Events and Tracks. While we determine Payment Processing Fees, you control entry fees pricing for your events and tracks. Unless we agree otherwise, you cannot: Encourage Consumers to use one payment method over another. Charge Consumers extra fees for certain payment methods unless you apply those fees to all payment methods equally.

RoadbookRally Fees / Organizer Fees – These fees cover:

Listing and publishing your RoadbookRally Events and Tracks on our platform. Access to certain services. Note: Payment Processing Fees are not included in RoadbookRally Fees / Organizer Fees. Marketing and Operational Services Fees – If certain Marketing and Operational Services are not included in the Organizer Fees, we may charge or invoice you separately for them.

You can find the current RoadbookRally Services Fees on our Pricing page, with additional details on our Entry Fee Sales page.

Research Fees We may charge Research Fees at standard and reasonable rates for:

Research and legal costs incurred when responding to third-party or government subpoenas, levies, or garnishments related to your account. Verification and administrative work required to execute a change of payee.

Delays and Omissions While we strive to notify you promptly of any amounts due, failure to do so does not relieve you of your payment obligations. If we fail to send an invoice on time, you are still responsible for the payment. If we omit a charge from a statement or invoice, it does not constitute a waiver of our right to collect that amount. You will still owe that payment, and we may include it in a future statement or invoice.

Taxes You are ultimately and solely responsible for any applicable Taxes. Taxes vary by jurisdiction and currency and may change over time. Any tax changes will apply to transactions occurring after the change takes effect.

Deductions, Setoffs, and Reserves

We have the right to reserve and/or offset payout amounts in certain situations.

Deductions and Setoffs In addition to the fees, we may deduct the following from your Event Proceeds:

Other authorized deductions under this Merchant Agreement. Outstanding debts, fees, or amounts owed to us by you or your Affiliates under this agreement or any related agreement (“Affiliated Agreement”). This includes: Chargeback Costs, refunds, returns, discounts, credits, Research Fees, reserves, and customer complaint costs (“Other Deductions and Setoffs”). We are not liable for any claims resulting from our decision to apply Other Deductions and Setoffs. You will receive payouts only after these deductions are made.

We may set off amounts owed to us against any payouts, regardless of whether the payout is related to the original debt. If the setoff amount does not fully cover what you or your Affiliates owe, the remaining balance will still be due. In such cases, we may collect the outstanding balance under Section: Non-Exclusive Remedies and Collections.

Additionally, we may:

Deduct funds as required by law. Block, reject, freeze, or turn over payments involving RoadbookRally Properties to law enforcement if required by applicable laws and regulations. Reserves We may retain all or a portion of your Event Proceeds (determined at our discretion) as a reserve for the following reasons:

If we determine it is necessary based on: The level (or expected level) of refunds, disputed charges, Chargebacks, customer complaints, or allegations of fraud. Changes in your credit profile or the risk profile of your event(s). To secure performance of your or your Affiliates’ obligations under this agreement or any Affiliated Agreement. To protect against illegal, fraudulent, or improper activity. Our right to hold a reserve will continue after your event has concluded and will remain in effect until:

You and your Affiliates have fulfilled all obligations under this agreement and any Affiliated Agreement, and the refund/Chargeback period has passed. You and your Affiliates provide us with adequate security (as determined by us) for any outstanding obligations under this agreement or any Affiliated Agreement. We may use any reserve funds to offset amounts you or your Affiliates owe, as outlined in the “Deductions and Setoffs” section above.

Scheduled Payouts (Payouts Before Your Event)

If we pay you before your event occurs, we may recover those amounts when necessary.

Authorization of Scheduled Payouts You do not earn Event Proceeds for an event until it has concluded. However, we may authorize an advance of a portion of your Event Proceeds through RBRPP (“Scheduled Payouts”—also referred to as “Early Settlements of Sales” or “Advanced Payouts (APO)”).

Scheduled Payouts are not available if you use FPP. Aside from Scheduled Payouts, we will not issue Event Proceeds before your event is successfully completed.

Scheduled Payout Terms Scheduled Payouts are advances, not earned funds. If we approve Scheduled Payouts, we may:

Apply a maximum aggregate cap on your Scheduled Payouts. Withhold a portion of Event Proceeds as a reserve. Modify or terminate your Scheduled Payouts at any time, including changes to: Payout frequency Reserve rates Maximum aggregate cap We may implement payout caps

Recovery of Scheduled Payouts We may demand repayment of any portion of Scheduled Payouts before your event concludes and before all risks of refunds and Chargebacks have settled.

If we request repayment, you must promptly comply. We may instruct our Payment Processor Partners to withhold funds under: Deductions, Setoffs, and Reserves Non-Exclusive Remedies and Collections You remain responsible for all obligations under: Chargebacks and Reversals Refunds This includes your duty to reimburse us for refunds and Chargeback Costs.

Instant Payouts

In some cases, we may offer same-day payouts.

If available, you may have the option to receive Event Proceeds via accelerated settlement into a bank account linked to your RoadbookRally account (“Instant Payouts”). For eligible users, we and our Payment Processor Partners will attempt to process certain Event Proceeds on the same day the payout request is made.

Eligibility and Terms Instant Payouts are subject to the same terms and conditions as Scheduled Payouts. Eligibility for Instant Payouts is determined solely at our discretion and may be revoked at any time, with or without notice. Additional RoadbookRally Fees apply to Instant Payouts and will be disclosed before completing the transaction. Limitations and Delays We are not responsible for delays, errors, or failures in processing Instant Payouts caused by:

Your bank, our Payment Processor Partners, or other third-party service providers. Incorrect or incomplete information provided by you. Additional account reviews required before processing the payout (e.g., unpaid charges, high refund/Chargeback risks, or customer complaints). For certain banks, Instant Payouts may take longer to be credited to your account.

Cancellations; Nonperformance

You are not entitled to payments for canceled events.

Neither RoadbookRally nor our Payment Processor Partners are obligated to process payments for any event that has been, or is at risk of being, a Canceled Event.

If we choose to issue full or partial payment for a Canceled Event, you will be fully responsible for handling refund requests and covering Chargeback Costs.

In some cases, all or part of the entry fees may need to be refunded for canceled events.

Handling Refunds, Disputes

You are responsible for handling refunds and settling refund disputes.

All sales are made by you, and Consumers are your customers. You are solely responsible for funding and processing refunds. Regardless of the payment method used, any disputes regarding refunds are between you and your Consumers.

In the event of a dispute, we may attempt to mediate, but the ultimate responsibility to resolve the dispute rests with you. For RBRPP transactions, we still retain the right to process Specified Refunds (as defined in the Organizer Refund Policy Requirements) on your behalf and at your expense.

Refund Policy

You must establish a refund policy that complies with our Organizer Refund Policy Requirements.

For each event, you must:

Set a clear refund policy and communicate it to Consumers. Ensure your refund policy complies with our Organizer Refund Policy Requirements, which are incorporated into this Merchant Agreement. Enforce your refund policy in accordance with these Requirements and this Merchant Agreement.

##Specified Refunds Even if you have a "no refunds" policy, exceptions may apply.

Regardless of your refund policy, you are required to issue refunds in compliance with our Organizer Refund Policy Requirements.

As a limited payments agent, we are authorized to process Specified Refunds on your behalf. To do so, we may:

Use funds in your account from any event—related or track-related or unrelated—to cover Specified Refunds.

You must comply with the RoadbookRally's Organizer Refund Policy Requirements.

Reimbursement by You

You are responsible for reimbursing us for refunds issued to your Consumers.

You must promptly and fully reimburse us for any refunds, including Specified Refunds, that we issue to your Consumers—unless the refund was necessary due to our negligence or willful misconduct.

If you received Scheduled Payouts for an event that becomes subject to Specified Refunds, you must immediately return all advanced payments to a designated payment address so that we can process refunds. Chargebacks often result in losses greater than the original transaction amount. By issuing refunds before a Chargeback occurs, we mitigate losses and limit damages resulting from your breach of this Merchant Agreement. However, you are still fully obligated to reimburse us for these refunds. If you fail to provide sufficient funds to cover Specified Refunds, the shortfall will be due and owing until paid in full. Additionally:

Any outstanding amounts will be subject to Section about Deductions, Setoffs, and Reserves and Section about Non-Exclusive Remedies and Collections. RoadbookRally has offset rights, meaning we can apply payouts from related or unrelated events or tracks to recover any amounts you owe.

RoadbookRally Fees

RoadbookRally Fees are typically non-refundable.

RoadbookRally Fees Except where required by law, RoadbookRally Fees for Organizer Services non-refundable, regardless of:

Cancellation, postponement, or performance of your RoadbookRally Events. Removal or rejection of your Events or Tracks. Limitations, suspensions, or termination of your access to Organizer Services under this Merchant Agreement or the Terms of Service. Our refund policies for RoadbookRally Fees may change over time.

Entry fee payment processing Fees are not refunded, even for refunded payments.

In some cases, we may refund all or part of the Entry Fees as part of a refund transaction. If that happens, we have the right to require you to reimburse us for the refunded Entry Fees.

Refunds

Refunds Are Your Responsibility

Even though our Services may provide features to process refunds, you are solely responsible for all refunds to Consumers associated with your event or track.

Initiating Refunds Refunds must be initiated through RoadbookRally. Primary Refund Sources You must issue refunds using one of the following methods:

Backup funding sources within RoadbookRally (e.g., adding funds to the event balance or using your credit card). Remitting funds back to us so that we can process refunds on your behalf. Alternative Refund Sources If we are unable to process a refund (e.g., the Consumer’s payment card cannot accept the refund), you remain solely responsible for meeting your refund obligations.

Payment Processing Deadlines for Refunds; Manual Refunds For RBRPP transactions, refunds must be processed within the timeframes set by our Payment Processor Partners. If a refund falls outside these timeframes, it must be manually processed by either us or you. We may decide not to process manual refunds, in which case you must handle them directly.

Our Deadlines for Refunds We may establish a time limit for processing refund requests. After this time period, we may decline to process refunds through RoadbookRally.

For Canceled Events, we may allow you to refuse refunds after the deadline; however, you will still be responsible for Chargeback Costs and refund disputes.

No Offline Refunds Unless instructed otherwise, all refunds must be processed through RoadbookRally. Offline refunds (e.g., direct cash or check refunds) are not permitted.

No Misuse of Refunds RBRPP refunds must be used only for legitimate event refunds. Refunds cannot be used for money transfers or other unauthorized activities (e.g., cash advances).

Refunds Processed by RoadbookRally If you choose to remit funds to us for refund processing, you must:

Ensure sufficient funds are provided within five (5) days of an event cancellation or nonperformance. Provide funds for refunds related to Specified Refunds.

Notification to Consumers You must:

Notify Consumers of an event or track cancellation or nonperformance as soon as possible using the RoadbookRally Emails to Attendees tool. Be the primary contact for all refund inquiries and instruct Consumers not to contact RoadbookRally for refund requests. Consumer Contact & Refund Requests If you allow refunds, Consumers must be able to request refunds through RoadbookRally. If you have a No Refunds policy, but Specified Refunds are required, you must: Provide clear instructions and accurate contact details for refund requests. Respond to all refund requests within five (5) business days, as required by RoadbookRally's Organizer Refund Requirements.

Taxes

In most cases, you are responsible for collecting and remitting all applicable taxes to the appropriate governmental authorities.

However, we may:

Request information from you regarding your tax obligations. Withhold taxes from your payouts in certain instances, as required by law or regulations. You are responsible for ensuring compliance with all local, state, provincial, national, and other tax laws applicable to your RoadbookRally Events and transactions.

Your Tax Responsibility

You are solely responsible for determining, collecting, remitting, and reporting all applicable taxes related to your use of the Organizer Services and any sales you make through the platform.

Your Tax Obligations You must determine which, if any, of the following taxes apply to your transactions (collectively, “Taxes”):

Sales, use, amusement, value-added (VAT), goods and services (GST), consumption, excise duties, levies, or other charges. You are responsible for collecting, reporting, and remitting these Taxes to the appropriate governmental authorities (“Tax Authorities”).

Use of Tax Tools We may offer tax tools or tax calculators (“Tax Tools”) for your convenience, but:

We do not guarantee that these tools will meet all legal tax requirements applicable to you. We are not responsible for ensuring that these tools result in correct tax collection or remittance. You release us from all liability regarding your use of these tools. Tax Tools do not constitute legal or tax advice. Always consult your own legal or tax advisor.

Tax Collection & Payment Processing If you collect Taxes and use RoadbookRally Payment Processing (RBRPP):

You remain fully responsible for remitting all Taxes to the appropriate Tax Authorities, including any required reporting. If you enter a tax registration number into Tax Tools, you warrant that it is true and correct. Reimbursement for Taxes Paid on Your Behalf If any Tax Authority requires RoadbookRally to pay Taxes related to your use of the Organizer Services or your sales, you must:

Fully reimburse us upon demand for such Taxes, plus any related costs, penalties, interest, or expenses.

Request for Information

In certain jurisdictions, we may be required to collect and remit Taxes on your behalf for entry fee sales, or other items sold through the Organizer Services.

To determine whether we must collect Taxes for your sales, we may request specific tax-related information when you create an event or track. This may include:

Your tax-exempt status. The nature of your event or track. Other relevant tax-related details. If we request such information, you:

Represent and warrant that all information you provide is true and correct. Are responsible for verifying the accuracy of your tax information with your own legal or tax advisor, as we do not provide tax or legal advice. Reimbursement for Incorrect Information If a Tax Authority requires us to pay Taxes on your event because the information you provided was incorrect, you must:

Promptly and fully reimburse us upon demand for the Taxes paid, plus any related costs, penalties, interest, or expenses.

IRS Reporting

We may be required to report certain transaction details to the Internal Revenue Service (IRS) if your processed transactions exceed a specified threshold within a calendar year across all of your accounts.

Right to Withhold

We reserve the right to withhold payments owed to you and instead remit those amounts as required by applicable local, state, provincial, national, or other laws, rules, regulations, judgments, or orders—as determined solely by us.

Additionally, we may seek repayment from you for any uncollected or unremitted Taxes related to your events.

Warranty Disclaimers

Organizer Services Disclaimer

The Organizer Services are provided "as is", without any warranties of any kind.

We explicitly disclaim all warranties, including but not limited to:

Merchantability. Fitness for a particular purpose. Quiet enjoyment. Non-infringement. Any warranties arising from course of dealing or trade usage. We do not guarantee that:

The Organizer Services or their results will meet your requirements. The Organizer Services will be uninterrupted, secure, or error-free. The Organizer Services will effectively market or promote you, your events, or any other entity. Any content provided through the Organizer Services is accurate, timely, truthful, complete, or reliable. We are not responsible for, and disclaim all liability related to, the acts or omissions of third parties required to provide the Organizer Services or third parties you contract with while using the Organizer Services.

Indemnification & Limitation of Liability

Indemnification

In addition to your indemnification obligations under the Terms of Service, you agree to defend, indemnify, and hold harmless the RoadbookRally Released Parties from any and all:

Damages (direct, indirect, incidental, consequential, or otherwise). Losses, liabilities, costs, and expenses (including reasonable attorneys' and accounting fees). This indemnification applies to any Claim arising from or related to:

Your breach of this Merchant Agreement or unauthorized use of the Organizer Services. Your unlawful use of the Organizer Services, including failure to comply with laws regarding unsolicited messages or spam (via email, text, or other means). Your Featured Content or its display in the Content Channels. Your Offerings (including issues related to warranty, liability, misrepresentation, or false advertising). An Offering being materially different from its description. Personal injury, property damage, or other losses resulting from your Offerings. Your Promotions. Your use of any Third-Party Content. Your or our access and use of Consumer Data from any of your Third-Party Accounts.

Limitation of Liability

The total liability of RoadbookRally under this Merchant Agreement, across all claims and legal theories, is strictly limited to the RoadbookRally Fees (excluding Payment Processing Fees and any amounts paid to Fulfillment Partners) that you paid to RoadbookRally for the Organizer Services in the three (3) months immediately before the claim arose.

In no event will RoadbookRally or any Fulfillment Partner be liable for:

Special, incidental, exemplary, punitive, or consequential damages (including loss of use, data, business, or profits). The cost of procuring substitute services. This limitation applies to all claims, including those based on:

Contract. Warranty. Tort (including negligence). Strict liability. This limitation applies even if RoadbookRally has been advised of the possibility of such damages and remains in effect even if a limited remedy fails in its essential purpose.

Authority

You confirm that you have the legal authority to agree to these terms.

In addition to the representations and warranties stated throughout this Merchant Agreement, you represent and warrant, on behalf of yourself and any entity you represent (if applicable), that:

The entity you represent is properly organized and in good standing under applicable laws. You have the legal authority to enter into this Merchant Agreement and fulfill all obligations under it. Agreeing to and performing under this Merchant Agreement does not violate any laws, rules, court orders, or other agreements you are required to follow. You have the full authority to legally bind the entity you represent to this Merchant Agreement.

Collections; Costs of Recovery

You must reimburse us for any costs incurred in collecting overdue amounts.

If you fail to pay any amounts due within thirty (30) days of the invoice date, we have the right to:

Pursue collection of the overdue amounts. Send collection notices (though we are not required to do so before taking legal or other action). Additionally, you must promptly reimburse us upon demand for all out-of-pocket costs related to collection efforts, including:

Reasonable attorneys' fees. Court costs and other legal expenses. If we must seek recovery of overdue amounts, we may:

Pursue unpaid amounts through judicial proceedings. Bypass arbitration, even if arbitration is required under the Terms of Service

Interpretation, Entire Agreement, and Force Majeure

Interpretation

Headings and subheadings in this Merchant Agreement are provided for convenience only and do not restrict or affect any provisions. They do not serve as legal guidance. When RoadbookRally states that it “may,” “has the right,” “is permitted,” “is authorized,” or “is allowed” to take an action, it means that: We may, but are not obligated to, exercise that right. Any decision is made at our sole discretion. The term “including” means “including, but not limited to”. When this Merchant Agreement states that you “will” take an action, it means: You are agreeing to take the action. You are obligated to take the action. Your obligations, warranties, representations, releases, and waivers also apply to your Affiliates. Any remedies available to RoadbookRally under this Merchant Agreement may also be applied against your Affiliates.

Entire Agreement

Unless otherwise stated:

This Merchant Agreement, along with the Terms of Service and Privacy Policy, constitute the entire and exclusive agreement between you and RoadbookRally regarding the Organizer Services. This Merchant Agreement supersedes all prior oral or written discussions, proposals, communications, or agreements regarding its subject matter. The only exception is if you have a separate written agreement for Organizer Services that is signed by an authorized officer of RoadbookRally.

Force Majeure

We will not be liable for any delay or failure to perform our obligations due to causes beyond our reasonable control, including but not limited to:

Acts of God (e.g., natural disasters). War, terrorism, riots, or embargos. Acts of civil or military authorities. Fire, floods, epidemics, or accidents. Strikes or shortages of transportation, fuel, energy, labor, or materials.