This merchant agreement and the rights and obligations contained herein are in addition to and are incorporated by reference into the Terms of Use. Nothing contained in this merchant agreement shall be construed as a modification, waiver, amendment or withdrawal of the terms of use. Please read this merchant agreement carefully: It contains important information regarding payment and refund terms, prohibitions, rights you grant us, and other rights, representations and warranties. In addition, all terms and conditions set forth herein are subject to the dispute resolution policy (and all other provisions of the terms of use). We encourage you to read these terms as they may affect your rights.
- About us
1.1 Our services
The products, features and services of Video.Taxi by TV1 GmbH (Video.Taxi) are made available through mobile applications, websites, apps, application programming interfaces and sub-domains (“applications”). All of them are referred to herein collectively as “Video.Taxi by TV1 GmbH Objects” or “services”. Live streams and videos on demand (VoD) are uniformly referred to as videos. For the purposes of this merchant agreement, the terms “Video.Taxi”, “we”, “us” etc. refer to Video.Taxi by TV1 GmbH.de
1.3 Clients and consumers
For the purposes of this merchant agreement, “clients” refers to persons who use the services to stream live content or upload, store or create videos that are displayed to users who use our services to view videos (“consumers”).
- Our merchant agreement
2.1 Purpose
The following guidelines set forth the terms and conditions under which clients may use the services to create, advertise and/or receive proceeds from the sale of tickets and/or registrations for a video (this “merchant agreement”). By agreeing to the terms of use, you agree to the terms of this merchant agreement in its current version and enter into a binding contract with Video.Taxi, the scope of which is the use of the services for the creation, promotion and/or receipt of proceeds from the sale of tickets.
- Additional registration information
3.1 Additional information
As part of the creation of a paid video or at any time thereafter, Video.Taxi may ask you to provide additional information (beyond the data required to register for the services) regarding your person and, if applicable, information regarding the legal entity you represent and the beneficial owners of the legal entity you represent (collectively, “additional registration data”). Additional registration data may include, for example, your current address, company name, product descriptions, website address, bank account or other payment information, tax identification number, date of birth, identification number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity and the validity and/or legitimacy of your transactions and/or your eligibility to use the paid video services. You consent to: (a) provide such information in a timely, accurate and complete manner; and (b) maintain and promptly update such information to keep it accurate and complete.
3.2 Authorization for disclosure
The client agrees that Video.Taxi is allowed to disclose registration data (as defined in the terms of use), additional registration data and information regarding your videos and transactions in the services to our payment processing partners (as defined below), payment card systems (as defined below) and the operators of alternative payment systems (as defined below), as well as to your bank or other financial institution to the extent that such third parties are involved in your videos or transactions. Furthermore, you authorize Video.Taxi to verify your registration data and additional registration data and to have them verified by third parties, including credit agencies.
3.3 Failure to provide registration data
We reserve the right to suspend your Video.Taxi account or withhold any payments due to you if we have reasonable grounds to suspect that your registration data or additional registration data is inaccurate or if you fail to provide all registration data or additional registration data within the relevant time frame.
- Payment methods; payment process
4.1 Overview
(a) Payment methods
Clients can choose between two payment processing options to receive proceeds from ticket sales: (i) “self-processing of payment”, i.e. the direct receipt of revenues from the sale of access codes to videos using the payment services or marketing offers of third parties and (ii) “Video.Taxi payment processing”, where Video.Taxi acts as the payment agent of the client for the purpose of processing fees with the help of its payment processing partner (as defined below) to a limited extent.
(b) Tasks of Video.Taxi
For clarification, Video.Taxi does not provide any banking, deposit, safekeeping, insurance or other financial services to clients, except that for clients who choose “Video.Taxi payment processing”, it acts as payment agent to a limited extent, as defined below. In order to provide the “Video.Taxi payment processing” service, Video.Taxi uses third-party gateways, payment processing companies, clearing banks and/or merchant banks with which we have business relationships (collectively “payment processing partners”); both clients and Video.Taxi are subject to the rules and regulations of these payment processing partners. In addition, in order to use the “Video.Taxi payment processing” service, you may need to enter into a separate agreement with our payment processing partner in certain circumstances (the “payment processing partner agreement”). For your convenience, Video.Taxi will display in your Video.Taxi account a balance of the proceeds of your videos. This balance will reflect the amount of registration fees collected by our payment processing partners minus the payment processing partner’s fees and will only represent a general unsecured claim against Video.Taxi and will not constitute a deposit or a current account.
(c) Confirmations
When an order is placed by a consumer and confirmed by Video.Taxi, Video.Taxi generates a confirmation message and issues a unique confirmation number for the consumer’s order. The client undertakes to accept, honor and fulfill without reservation all obligations regarding tickets, registrations and donations confirmed by Video.Taxi through the services.
(d) Fees
Regardless of the chosen payment processing option, the client agrees to pay Video.Taxi all applicable service fees for tickets and registrations sold through the services or donations raised through the services (the “Video.Taxi service fee”). If the client uses “Video.Taxi payment processing”, the client also agrees to pay Video.Taxi the additional Video.Taxi payment processing fee for tickets and registrations sold through the services or donations raised through the Services (the “Video.Taxi payment processing fee”). The applicable fees can be viewed when the product is created. Please note that these fees may change from time to time, which will affect all transactions made after the change. In addition, from time to time, the client may request additional services from Video.Taxi, including but not limited to individual client service; these services may be provided by Video.Taxi at its sole discretion and on terms and conditions that are the subject of a separate written agreement. Fees for such additional services (the “additional fees”) will be disclosed to the client before the client accepts the services. The Video.Taxi service fee, the Video.Taxi payment processing fee and the additional fees are collectively referred to herein as “fees”. Video.Taxi may charge consumers various fees in relation to ticket sales, processing and handling, and access to certain Video.Taxi content and services, which are not passed on to clients. The determination and assessment of these fees is at our sole discretion.
4.2 “Self-processing of payment”
When using “self-processing of payment” via access codes, clients and consumers execute the respective payment transactions via a third party provider and are bound by the applicable terms of use of the service in question. The client collects all registration fees through the relevant third party provider and Video.Taxi assumes no obligation or liability whatsoever with regard to this collection or the fulfilment or non-performance by the third party provider.
4.3 Video.Taxi payment processing
(a) Assumption of risk
If you request Video.Taxi payment processing, upon receipt of the additional registration data and your agreement to the separate payment processing partner agreement (if required), Video.Taxi will decide in its sole discretion (possibly upon advice of the payment processing partners) whether you are eligible to use Video.Taxi payment processing. If you are not eligible to use Video.Taxi payment processing but are otherwise eligible to use the services, Video.Taxi will notify you and you may switch to “self-processing of payment” unless you are not eligible to use Video.Taxi payment processing because your video is a prohibited video, you are a prohibited merchant and/or your transactions are prohibited transactions, as defined in section 5 of this merchant agreement. For risk management and security reasons, and due to requirements imposed by our payment processing partners, we may, in our sole discretion, set a transaction limit on the amount of any transaction you may make through Video.Taxi payment processing, and you authorize us to decline any transaction above that limit. We may also, in accordance with section 4.3(f), require you to establish reserves at our sole discretion.
b) Payment transaction
When using “Video.Taxi payment processing”, the payment processing of consumers is done directly through our payment processing partners and you acknowledge and agree that Video.Taxi will pay to you by the 15th calendar day of the following month, all Video.Taxi registration fees processed by the payment processing partner, less (i) all fees accrued at that time, (ii) any set-off liabilities or other amounts owed by you or your affiliates to us or our affiliates pursuant to this merchant agreement, the terms of use or other applicable agreements for services provided by Video.Taxi or our affiliates, (iii) any other deductions pursuant to this merchant agreement, and (iv) any reserves established pursuant to subsection (f).
Payment will be made using only the information provided by the client on the services under “account”. Video.Taxi may require the client to issue an invoice to TV1 GmbH for the amount payable before payment is made. Payments are usually made by SEPA bank transfer
Only to the extent that the legal entity agreement (as defined below) applies to you, and without prejudice to any separate payment processing partner agreement between you and our payment processing partner or any payment card system, you are not part of any agreement with any payment processing partner, payment card system or alternative payment system, either directly or as a third-party beneficiary.
With respect to SEPA credit transfers, you agree that your authorization to deposit funds into the bank account you have provided will remain in effect if your bank account details, including the bank details provided in the additional registration Information, are incorrect, even if you are not the holder of the bank account. You agree that we can only rely on the bank details you provide for proper identification of your account, even if they refer to a different bank account than yours. You also agree to reimburse us for any losses and costs we incur as a result of relying on the bank account you provide.
You agree that we are entitled to pursue claims based on the amount of refunds, disputed payments, chargebacks, client complaints, allegations of fraud, changes in your credit profile or the underlying risk profile of the video(s), fraudulent conduct by you, your affiliates or your agents, or violations of the terms of use including this merchant agreement and/or this agreement. Other applicable agreements relating to services provided by Video.Taxi or our affiliates, at its sole discretion and without prior notice (a) with the services provided by you or (b) with the registration fees or other fees (including Video.Taxi fees or any other amounts owed by you to Video.Taxi pursuant to this merchant agreement, the terms of use or any other agreement between you and Video.Taxi) that arise from the provision of services by Video.Taxi or our associated companies, or both (a) and (b). We may exercise this right of set-off before payment of the registration fees by SEPA bank transfer. We are not liable to you for any claims arising from our decision to exercise our right of set-off. We may also exercise our rights and remedies set forth in section 4.5 of this agreement to recover amounts due and payable.
(c) Appointment as an authorised representative
With respect to videos for which the client uses Video.Taxi’s payment processing services, the client hereby appoints Video.Taxi as a limited payment agent for the sole purpose of enabling the collection of payments made by consumers for these videos through our payment processing partners and to pay Video.Taxi the corresponding amount. The client agrees that a payment from a consumer processed by Video.Taxi is to be treated in the same way as a direct payment from the consumer to the client and undertakes to provide the consumer with all advertised services as if the consumer had received the registration fees directly from the consumer, regardless of whether the consumer has already received the registration fees from Video.Taxi or will ever receive them. The client agrees that Video.Taxi, in its capacity as a limited authorised representative, is authorised to (i) enable consumers to rebook or upgrade tickets and/or registrations (provided that the client allows these operations during registration), (ii) collect, pay out and withhold proceeds under this merchant agreement on behalf of the client or to instruct our payment processing partners to do so, (iii) grant refunds to consumers in accordance with section 4.4 and (iv) manage credit card payment cancellations in accordance with sub-section (g). The appointment of Video.Taxi as a limited authorised representative of the client does not imply that Video.Taxi assumes any liability for the acts or omissions of the client and the client acknowledges that Video.Taxi’s payment obligation to the client is subject to the actual payment of registration fees by consumers. Furthermore, the client authorises Video.Taxi to transfer its obligations under this merchant agreement to certain associated companies, although Video.Taxi remains liable for the fulfilment of its obligations by these associated companies.
(d) Advance payment
The client agrees that all registration fees for a specific video will only be paid upon completion of the same. Video.Taxi may, at its own discretion, decide to pay the client a portion of the registration fees before the end of the month following the successful completion of the Video, whereby such advance payment must be made (i) in accordance with the terms of this merchant agreement, (ii) in accordance with the applicable agreement on the services provided by Video.Taxi and/or (iii) in accordance with the terms of a separate written agreement between Video.Taxi and the client. The client agrees that any payments of registration fees ordered by Video.Taxi before the end of the month following the successful completion of the relevant Video are only advances on any amounts that the client may be entitled to at a later date in accordance with this merchant agreement. In this case, the client acknowledges and agrees that Video.Taxi may at any time (x) terminate or suspend the client’s right to receive advance payments and/or (y) change the conditions of such advance payments (i.e. frequency, percentage of reserves, upper limit for aggregated payments). Furthermore, the client agrees that Video.Taxi may reclaim these advance payments (or a proportion thereof) at any time and at its own discretion, based on the extent of refunds, disputed payments, chargebacks, client complaints, allegations of fraud, changes to the client’s credit profile or the underlying risk profile of the video(s) or violations of the terms of use including this merchant agreement. Upon receipt of notification of such a claim, the client shall immediately refund the requested part of the relevant advance payment to Video.Taxi. The client acknowledges and agrees that Video.Taxi has the right to withhold funds in accordance with sections 4.3(b) and 4.5(a) of this merchant agreement. Furthermore, the client acknowledges and agrees that Video.Taxi has the right to withhold funds in accordance with sections 4.3(g) and 4.4(c) of this merchant agreement, including the obligation to compensate Video.Taxi for refunds and chargebacks of credit card payments.
(e) Cancellation; non-fulfilment
In the case of videos that are cancelled or cannot be retrieved due to circumstances for which the client is responsible or for which, in the opinion of Video.Taxi, there is a risk of cancellation or non-fulfilment, no payments are made to the client unless Video.Taxi obtains adequate security (as determined by Video.Taxi at its own discretion) for the client’s obligations under this merchant agreement. In addition, a claim for payment of the registration fees for a specific video only exists if the video has been successfully completed. If payments have already been made to the relevant client for a cancelled video, the client shall, upon cancellation, immediately return these payments to a payment address designated by Video.Taxi so that refunds can be made in accordance with section 4.4. You are responsible for complying with the conditions set out in section 4.4 and the refund requirements of Video.Taxi. In the event that you do not provide Video.Taxi with sufficient funds to settle refunds due to cancellation or non-performance, including mandatory refunds in accordance with Section 4.4(c), you acknowledge and agree that the shortfall is due and payable in accordance with the terms of use including this merchant agreement and is subject to our right of set-off and the provisions of Sections 4.4(f) and 4.5 of this agreement until full settlement.
(f) Accumulation of reserves and offset right
Video.Taxi reserves the right to withhold a portion of the registration fees and any other fees for services provided to you or your affiliates by Video.Taxi or our affiliates (such percentage to be determined by Video.Taxi in its sole discretion) to form reserves, (i) at any time we deem necessary in our sole discretion, based on the amount (or (or the expected amount) of refunds, disputed payments, chargebacks, client complaints and allegations of fraud, changes in the client’s credit profile or the risk profile of the underlying video(s), and (ii) if otherwise necessary to ensure compliance with your obligations under the terms of use, including this merchant agreement, or to protect Video.Taxi from fraudulent or abusive practices. Video.Taxi’s right to build up reserves continues after the completion of paid videos until either (A) the client and/or its associated companies have fulfilled all obligations arising from the terms of use or other applicable agreements regarding services provided by Video.Taxi and/or its associated companies and the deadlines for refunds, disputed payments, chargebacks and complaints have expired or (B) the client and/or its associated companies have not fulfilled all obligations arising from the terms of use or other applicable agreements regarding services provided by Video.Taxi and/or its associated companies and the deadlines for refunds, disputed payments, chargebacks and complaints have expired or (C) the client and/or its associated companies have not fulfilled all obligations arising from the terms of use or other applicable agreements regarding services provided by Video.Taxi and/or its associated companies. (B) the client and/or its affiliates have provided Video.Taxi and/or its affiliates (in their sole discretion) with reasonable assurance of their obligations under the terms of use or other applicable agreements for services provided by Video.Taxi or its affiliates, whether or not such obligations are due or not due, conditional or not conditional, or whether or not they are quantified or not quantified. In addition, the reserves are subject to the setoff right under Section 4.3(b). In the event that the amount of money due and payable pursuant to the Terms of Use or other applicable agreements regarding services provided by Video.Taxi or its associated companies, including this merchant agreement, cannot be covered by the exercise of the setoff right, it shall be deemed due and payable until it has been paid in full.
(g) Chargeback; avoidance
Cancellations of credit card payments or other transactions (“chargebacks”) against Video.Taxi or its associated companies (unless caused solely by the negligence or willful misconduct of Video.Taxi) that are related to a video of the client, as well as all fees and costs for credit card allocations, payment processing and contestation as well as penalties and other fees and costs incurred by Video.Taxi and/or its affiliates in connection with these chargebacks are ultimately the responsibility of the client and the client agrees to reimburse Video.Taxi for the relevant amounts upon request. Within the scope of the limited payment authority of Video.Taxi, Video.Taxi will make commercially reasonable efforts to contest such chargebacks on behalf of the client and the client hereby authorizes Video.Taxi to do so and agrees to cooperate with Video.Taxi in these transactions within reasonable limits. However, Video.Taxi is not obliged to contest chargebacks that, in Video.Taxi’s sole discretion, have little chance of being successfully contested or that relate to transactions for which a refund is indicated in accordance with the refund conditions of the client or the provisions of section 4.4(c). Taking into account the rules for payment systems (as defined below) and the discretion that they allow to the payment card systems and alternative payment systems, both parties agree that the unsuccessful contesting of a chargeback in no way limits the obligation of the client to compensate Video.Taxi and its affiliates in accordance with this paragraph.
(h) Currencies
Video.Taxi offers its “Video.Taxi payment processing” service only in EURO. Video.Taxi does not offer currency conversion services.
(i) Rules for payment systems
The payment card systems and alternative payment systems require that you comply with all applicable statutes, rules and regulations published by them (collectively “payment system rules”). Changes to the payment system rules may force us to amend this merchant agreement. Depending on the payment methods you choose for “Video.Taxi payment processing”, you may be subject to different payment system rules. You agree to comply with all applicable payment system rules. These payment system rules include, without limitation, an obligation to submit only transactions made in good faith, restrictions on your ability to use the payment card systems logos and trademarks, and permission to use certain of your information as proof of your participation in the payment card systems. The rules for payment systems are publicly available on the websites of the respective payment card systems and alternative payment systems.
4.4 Refunds
(a) Refund Policy and Procedure
Regardless of the payment method selected, the client agrees to communicate refund policies to consumers for each paid video posted on the services. All refunds must be processed by the client, unless otherwise agreed with Video.Taxi. Refunds for which you are responsible due to the cancellation or non-performance of an event are subject to the following requirements:
(i) In the event of total or partial cancellation, the client undertakes to reimburse the consumers.
(ii) If the client chooses to pay Video.Taxi the funds necessary for Video.Taxi to make the refunds on behalf of the client, these funds must be sufficient to cover the amounts owed to the consumers and must be paid to Video.Taxi within five (5) days of the cancellation of the video.
(iii) The client undertakes to inform the consumers of the cancellation of the video as soon as reasonably possible and before the time at which the video is due to start.
(iv) The client is the primary contact for consumers with regard to refund requests and instructs consumers not to make such requests to Video.Taxi.
(v) The client shall include clear instructions and contact information for consumer refund requests in communications with consumers.
(vi) The client acknowledges that Video.Taxi reserves the right to charge the client for the cost of chargebacks related to cancelled videos and that the amounts involved are also subject to the provisions of sections 4.4(f) and 4.5 of this agreement.
(vii) In the event of partial cancellation of a multi-part video, the client agrees to reimburse a portion of the purchase price of a multi-part ticket, such portion to be equal to the proportional monetary value of the cancelled video portion. If, for example, the client sells a ticket for a three-day transmission for 150 Euro, of which one day is cancelled, the client must pay a refund of 50 Euro for the cancelled part.
(viii) In the event of alternative compensation instead of a refund, its value must be at least equal to the value of the ticket for the cancelled video and this value must be clearly communicated to consumers. The client agrees that he/she will be liable for the costs of chargebacks in connection with orders even if alternative compensation is granted.
(b) Disputes over refunds
Regardless of the payment method selected, refund disputes are to be settled solely between the client and the consumer. Video.Taxi may attempt to mediate in the event of a dispute, but it is ultimately the responsibility of the client to resolve the dispute. Notwithstanding the foregoing, in relation to “Video.Taxi payment processing” transactions, Video.Taxi has the right to make refunds in accordance with subsection (c) on behalf of the client.
(c) Binding refunds
Notwithstanding the foregoing, the client authorizes Video.Taxi to make refunds in the following situations: (i) The client expressly authorizes Video.Taxi to process a specific refund; (ii) The description available to a consumer at the time of purchase differs in significant points from the actual video; (iii) Consumers could not participate in the video due to planning errors regarding capacity on the part of the client (e.g. booking a Video.Taxi live stream with too few participants); (iv) Video.Taxi is of the opinion, at its own discretion, that a refund is justified in individual cases, e.g. due to applicable local, regional, national or other laws, regulations or ordinances or according to the rules of payment systems; (v) Video.Taxi believes in its sole discretion that failure to provide a refund would result in a chargeback and Video.Taxi would be subject to a chargeback if challenged; (vi) Video.Taxi suspects, in its sole discretion, that the underlying transaction is fraudulent (e.g., stolen credit cards or otherwise no transactions in good faith); or (vii) Video.Taxi believes, in its sole discretion, that the order was placed twice. In addition, client authorizes Video.Taxi to make refunds for any orders (including those for unrelated videos) if Video.Taxi, in its sole discretion, considers it likely that (A) the client is involved in fraudulent activities or has made false statements; (B) there is a significant risk of non-performance by the client in relation to the video in question or future Videos; (C) a significant number of orders will result in complaints, refund requests, cancellations and/or chargebacks; (D) the client is a prohibited merchant or uses the services for prohibited transactions or prohibited videos or fails to provide a refund Video.Taxi would otherwise expose it to liability. Since all sales transactions are ultimately concluded by the client, the client hereby agrees to indemnify and reimburse Video.Taxi and its associated companies for any refunds made by Video.Taxi in accordance with this merchant agreement, unless the need for such refunds is due to the negligence or willful misconduct of Video.Taxi. The client acknowledges and agrees that chargebacks result in losses for Video.Taxi that are higher than the amount of the underlying order and that Video.Taxi can reduce such losses as well as the damage resulting from the breach of this merchant agreement by the client by making refunds before a chargeback occurs. In the event that you do not provide Video.Taxi with sufficient funds to cover binding refunds due to cancellation or non-performance in accordance with this section 4.4(c), you acknowledge and agree that the shortfall shall remain due and payable in accordance with the terms of use including this merchant agreement until full settlement and shall be subject to the provisions of sections 4.4(f) and 4.5 of this agreement.
4.5 Non-exclusive remedies; taxes.
(a) Non-exclusive remedies.
If the Client fails to pay Video.Taxi or its associated companies any amount owed in accordance with the Terms of Use (including this Dealer Agreement) when due and after VideoTaxi or its associated companies have received a notice of default, interest on this amount will be charged from the due date until full payment, whichever is lower: (i) one percent (1%) per month, compounded monthly, or (ii) the maximum rate permitted by applicable local, regional, national or other laws. If the Client or a company affiliated with the Client owes Video.Taxi or a company affiliated with Video.Taxi any amounts in accordance with the terms of use (including, without limitation, this Merchant Agreement), Video.Taxi or a company affiliated with VideoTaxi is not liable for the amounts owed. Without prejudice to any other rights and remedies and to the extent permitted by applicable local, regional, national or other laws, regulations or ordinances, the respective affiliated company is entitled to (A) withhold amounts owed by the customer or an affiliated company for the video in question or another video sold on the Services and offset the withheld amount against the amount owed and/or (B) issue an invoice for these amounts if the current balance of the customer or an affiliated company is less than the amount owed by the customer or an affiliated company. In such case, the Customer and/or the Affiliate shall pay such invoiced amounts within thirty (30) days from the date of the invoice. In the event that the Customer or an associated company does not pay a due payment after receiving a notice of default, Video.Taxi or any of our associated companies reserves the right, at its sole discretion and without prejudice to any other rights and remedies, to suspend or terminate the registration of the Customer or its associated company for the Services (including all associated accounts). In addition, in the event of failure to pay, any amounts due and payable shall be subject to collection in accordance with 4.5(b).
(b) Collection of payments, recovery costs
Video.Taxi reserves the right to collect amounts due and payable in the event of late or non-payment if no payment is made within thirty (30) days after the invoice date. In addition, the client agrees to immediately compensate Video.Taxi or its associated companies for all self-payments and expenses, including reasonable attorney’s fees and costs, incurred by the collection of overdue or other amounts from the client or one of its associated companies in accordance with this merchant agreement, the terms of use or other applicable agreements regarding services provided by Video.Taxi or our associated companies, and to reimburse these in full. In the event that there is no response or no full payment after receipt of the collection notification, the client and all its affiliates acknowledge that Video.Taxi and all our affiliates reserve the right to take legal action to recover the overdue amounts.
(c) Taxes
(i) It is your sole responsibility to determine what sales, entertainment, value-added, excise and other taxes, duties, levies and fees (collectively, “taxes”) are applicable to your use of these services and any revenue generated through the services. You agree that you are solely responsible for collecting and paying the applicable amount of taxes to the appropriate governmental authority (“tax authority”). If you collect taxes and use Video.Taxi payment processing, Video.Taxi will pay you the appropriate amount together with the associated registration fees. It is your responsibility to pay this amount to the appropriate tax authority. Video.Taxi cannot provide you with any legal or tax advice; therefore, we recommend that you consult a tax advisor to determine the taxes applicable to you. In the event that a tax authority requests Video.Taxi to pay taxes related to your use of the service or any revenue generated through the Service, you agree to reimburse Video.Taxi immediately and in full the amount of the tax and all related costs, fines, interest and expenses.
(ii) Notwithstanding the preceding paragraph, in some countries, Video.Taxi may be required to collect and pay to the appropriate tax authorities any taxes that may be incurred for the sale of tickets and/or registrations in connection with your use of the services. In order to determine whether taxes are to be collected on your behalf, Video.Taxi may request certain information during the process of creating a video on the platform. This information may include details of your tax liability, the type of video and/or similar information. In this case, you declare and assure that the information you provide is true and accurate. Video.Taxi cannot provide you with legal or tax advice; please consult your legal and/or tax advisor if you have any questions regarding the information to be provided on the platform. In the event that a tax authority requires Video.Taxi to pay taxes in relation to your video due to incorrect information provided by you, you agree to fully and promptly reimburse Video.Taxi for the amount of tax claimed and all related costs, claims, penalties and back payments.
(iv) In accordance with the VAT legislation of the European Union (“EU”), Video.Taxi is obliged (A) to collect the VAT (“VAT”) on the Video.Taxi service fee for paid tickets/registrations sold through the website of clients located in the EU who do not deposit a VAT identification number (“VAT ID”) with Video.Taxi and (B) to pay the collected VAT to the relevant tax authority. If you deposit your VAT ID number with Video.Taxi, we do not charge VAT on the Video.Taxi service fee. It is your sole responsibility to ensure that your VAT registration number (if provided) on Video.Taxi is complete and in the correct format. Please note that falsification or misrepresentation of information to circumvent your VAT obligations may result in fines and/or criminal prosecution. You agree to immediately and fully indemnify Video.Taxi for all expenses and costs resulting from any forgery or misrepresentation of your VAT ID number on the Website. Video.Taxi does not require clients to have a VAT ID number. However, if you are an EU-based client and do not have a VAT number or do not provide one, Video.Taxi will collect VAT on the Video.Taxi service fee on your behalf and pay it to the appropriate authority. For clarification, it is pointed out that Video.Taxi does not charge VAT on the Video.Taxi payment processing fee or the price of the tickets/registrations that you sell through the website. For customers based in Germany we charge VAT on the Video.Taxi service fee.
(v) Video.Taxi reserves the right, at its sole discretion, to withhold and dispose of any payment owed to you hereunder in accordance with any applicable local, regional, national or other laws, regulations, orders, rulings or decrees, or at a later date to demand payment from you of any further amounts for uncollected and paid taxes relating to your Videos.
4.6 Legal entities
It may happen that one or more payment card systems require you to enter into an additional agreement directly with one of our payment processing partners or with the payment card system concerned. This usually occurs when your transactions for a particular payment card system in a particular country exceed one hundred thousand US dollars ($100,000) on an annual basis. If we deem it likely that your account will be subject to this additional requirement, we will provide you with a “legal entity agreement” which you must agree to in order to continue using Video.Taxi payment processing. If you do not accept this “ legal entity agreement “, we may temporarily or permanently suspend your account or switch to our own payment processing.
4.7 Reversion to the state
If your account is inactive for a period of time specified by applicable laws on unclaimed property (e.g., reversion to the state) and we are in possession of funds associated with your account, we will notify you in accordance with applicable laws. If you do not claim the funds in question within the timeframe notified to you, we will transfer the funds to the appropriate authority in accordance with applicable laws.
- Prohibited merchants; prohibited videos; prohibited transactions
5.1 Prohibited merchants
By registering for the services and accepting this merchant agreement, you represent and warrant the following:
(a) You are not a national of any country to which the United States, United Kingdom, European Union, Australia or Canada has prohibited the export of any goods and/or services of the service type (“Excluded Countries”), and you are not located or domiciled in any such country
(b) You are not listed in the MasterCard MATCH database of terminated merchants or on the list of merchants terminated by Visa, and your access to each payment card scheme and alternative payment scheme is currently neither temporarily nor permanently blocked.
If, as determined by Video.Taxi in its sole discretion, you fall into one of the above categories, you will be considered a “prohibited merchant”.
5.2 Forbidden video
You may not post videos on the services or engage in activities through the services that:
(a) constitute or permit a violation of any applicable local, regional, national or other laws, rules or regulations
(b) would be prohibited under the rules governing payment systems;
(c) takes place in excluded countries; or
(d) contain content (as defined in the terms of use) that violates the Video.Taxi terms of use
If a video, as defined by Video.Taxi in its sole discretion, falls into one of the above categories, it will be considered “prohibited video”.
5.3 Prohibited transactions
You may not use “Video.Taxi payment processing” to process the following transactions and you represent and warrant that you are not submitting any such transactions for processing through the services
(a) Transactions that are classified as “high risk” (or placed in another category subject to restrictions) under the rules for payment systems, such as transactions relating to sexual content and activities, illegal goods or services and related paraphernalia, crypto-currency, raffles, contests or gambling;
(b) fraudulent or criminal transactions,
(c) transactions where money would be paid to another party without actually buying tickets/registrations for a video or soliciting donations for a video
If a transaction, as determined by Video.Taxi in its sole discretion, falls into one of the above categories, it is considered a “prohibited transaction”.
5.4 Remedies
If Video.Taxi determines that you are a prohibited merchant, that you have posted a prohibited video and/or that you have processed or attempted to process a prohibited transaction, Video.Taxi may, at its sole discretion, take any of the following actions, in addition to the remedies available to Video.Taxi by law or under the terms of use:
(a) suspend your Video.Taxi account temporarily or permanently
(b) change, edit or remove prohibited videos or parts thereof,
(c) block, reverse or refund all your transactions,
(d) withhold all funds associated with your account to the extent required by any applicable local, state, national or other law, regulation, ordinance, judgment or order; and
(e) share information about you, your videos and/or your transactions with our payment processing partners, payment card systems, alternative payment systems and/or relevant law enforcement agencies for further action.
- Assurances and warranties
In addition to the representations and warranties contained herein, you represent and warrant that: (a) if you represent an entity, it is properly organized, effectively constituted and operated in accordance with all legal obligations under the laws of its country of incorporation; (b) you or the entity you represent (if applicable) have the necessary power and authority to enter into this agreement and to effect all transactions contemplated hereunder; (c) the execution and performance by you or, if applicable the entity you represent does not cause any violation and does not constitute a failure to comply with any applicable local, regional, national or other laws, regulation, ordinance, judgment or order or any other agreement to which you are a party, including without limitation any other agreement relating to the sale of tickets/registrations; (d) if you represent an entity, you have full right, power and authority to bind that entity to the terms of this agreement.
You acknowledge and agree that Video.Taxi is not liable for any costs incurred as a result of the submission of invalid or non-submission of valid codes or the acceptance of invalid or rejection of valid codes, including those relating to codes acquired through fraud or deception or which constitute such fraud or deception.
- Contract termination
In addition to our right to terminate your use of the services in accordance with the terms of use, Video.Taxi may terminate this merchant agreement and deprive you of the right to use the services to create, promote and/or receive sales revenue for videos in the following cases (a) if you violate any provision of this merchant agreement; (b) if our payment processing partners and/or the payment card systems or alternative payment systems, in their sole discretion, deprive us of the right to provide the Video.Taxi payment processing service or deprive you of the right to receive payments through the Video.Taxi payment processing service.
Status of this merchant agreement: November 1st, 2021