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This Event Merchant Agreement and the rights and obligations contained in it are in addition to and are incorporated into the Bronco Snapshots Terms of Service (“Terms of Service”). Nothing in this Merchant Agreement will be interpreted to limit, change, or waive any terms of the Terms of Service or our Privacy Policy. However, if there is any inconsistency between the Terms of Service and this Merchant Agreement, this Merchant Agreement will control. Capitalized terms that are not defined in this Merchant Agreement have the definition provided in the Terms of Service.

Please read this entire Event Merchant Agreement and our Terms of Service thoroughly, as they may affect your rights. This Event Merchant Agreement contains important information regarding our services, payments, refunds, and restricted events, and the Terms of Service contain provisions for dispute resolution, including binding arbitration and a class action waiver, that apply to this Merchant Agreement.

1. Who We Are.

1.1 About Us.

4×4 Snapshots LLC, dba Bronco Snapshots, is an online publication and networking website dedicated to the Bronco enthusiast community. Putting an emphasis on photography and video, Bronco Snapshots was created to provide a visually engaging and communal platform catered to the Bronco community.

Founded by a Bronco owner that fell in love with the brand— and more importantly, the community— Bronco Snapshots aims to inspire and connect the Bronco community; from the new to the old.

4×4 Snapshots is a Nevada corporation with its principal place of business at 5125 W Oquendo Rd., Ste 12, Las Vegas, NV 89118. (“Bronco Snapshots,” “we,” “us,” or “our”). When this Merchant Agreement mentions “Bronco Snapshots,” “we,” “us,” or “our,” it refers to 4×4 Snapshots LLC and its Affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees.

1.2 Bronco Snapshots Services.

Here’s a summary of our services.

Organizer Services: When “Organizer Services” is used in this Merchant Agreement, it refers to both the Ticketing Services and the Marketing and Operational Services (defined below). For clarity, Organizer Services are included in the meaning of “Services” under the Terms of Service.

(a) Ticketing Services: We provide you and other Organizers a platform to sell tickets, registrations and other items, and receive payments for your events (the “Ticketing Services”). 

(b) Marketing and Operational Services: We may provide you and other Organizers with marketing and promotion services such as those described below in the “Marketing Services” section (“Marketing Services”), as well as onboarding support and account management (collectively with the Marketing Services, “Marketing and Operational Services”). All Marketing and Operational Services will be provided as we determine and will be subject to the Terms of Service, this Merchant Agreement, and any separate written agreement we determine is necessary. In the event of a conflict between the separate written agreement and this Merchant Agreement, the Merchant Agreement will control.

2. Our Merchant Agreement.

2.1 Purpose and Scope.

This is what you are agreeing to.

This Merchant Agreement sets the terms and conditions for your use of the Organizer Services. Users of our Organizer Services may be collectively referred to in this Merchant 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 Merchant 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 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. 

3. Eligibility for Organizer Services.

3.1 Eligibility.

Please make sure you’re eligible before using our Organizer Services.

To use the Organizer Services, you must: (a) have the authority to enter into this Merchant 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 PayPal Service Agreement (collectively, the “PayPal Agreements,” which PayPal may modify from time to time) and any other required third party agreement, if applicable.

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.

3.2 Additional Registration Data.

We may need some additional information from you.

After registering for the Organizer Services, we may require you to provide additional information about yourself, the entity you represent (if any), and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, tax identification numbers, date of birth, passport or drivers license number, country of origin, copies of government identification documents, and other personal information. 

We may use this information to verify your identity, the validity and/or legality of your transactions, and/or whether you qualify to use the Organizer Services. You must: (a) promptly provide accurate and complete information and (b) regularly and quickly update this information to make sure it remains accurate and complete.

3.3 Disclosure Authorization.

We may need to share your information with third parties who help us provide services to you.

We may share Registration Data, Additional Registration Data, and information about events and use of the Services with our Payment Processor Partners, the Card Schemes and Alternative Payment Frameworks (as each are defined below), and with your bank or other financial institution, if the Services involve these third parties. You also authorize us to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third-party credit reporting agencies.

3.4 Failure to Provide.

Be sure to provide us with all information that we request so you don’t lose access to our services or your payouts.

You are not entitled to receive any payments from tickets, registrations, or other items sold from us or our Payment Processor Partners unless and until you provide full and accurate Registration Data and Additional Registration Data. We reserve the right to suspend or terminate your Bronco Snapshots account and/or your access to the Organizer Services, and to withhold any payments otherwise due to you, if we believe that your Registration Data or Additional Registration Data is inaccurate or incomplete.

3.5 Prohibited Merchants; Prohibited Events; Prohibited Transactions.

We can’t do business with certain people and entities.

1. 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 you are not a national or resident of, any country for which 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 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. you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Payment Framework is not revoked or suspended.

If we determine that you fall into any of the categories above, you are a “Prohibited Merchant.”

1. Prohibited Events. You may not post events on Bronco Snapshots or engage in activities through the Organizer Services that:

A. violate or help violate any applicable local, state, provincial, national or other law, rule or regulation;

B. are prohibited under the Payment Scheme Rules;

C. contain any Content that violate the Terms of Service; or

D. take place in Restricted Countries or restricted regions, which include (but are not limited to) Iran, North Korea, Syria, Crimea, Donetsk People’s Republic, and Luhansk People’s Republic.

If we determine that an event falls into any of the categories above, it is a “Prohibited Event.”

1. 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: 

A. 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;

B. any fraudulent or criminal transaction;

C. any transaction that would be a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or

D. any transaction that is unrelated to your events on the Bronco Snapshots Properties. For clarity, our payment processing services may only be used for the purchase of tickets or registrations for your events on the Bronco Snapshots website, or to sell items or solicit donations directly related to such events. 

If we determine that a transaction falls into any of the categories above, it is a “Prohibited Transaction.”

4. Suspension and Termination of Organizer Services; Survival of Obligations.

4.1 Suspension and Termination.

Here are reasons why we might need to 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:

4.2 Account Deletion.

You can delete your account, but you’ll still be bound by your agreements with us.

You may stop participating as an Organizer at any time by deleting your account in accordance with the Terms of Service. If you delete your account, you are still bound by this Merchant Agreement and any other Bronco Snapshots policy that applies to you, as well as any other written agreement you may have with us.

4.3 Effect of Termination.

Let’s make sure we each have what we’re owed.

If your account is terminated, we (through our Payment Processor Partners) will, within a reasonable time, pay any amounts owed to you, as long as the payments are permitted by applicable laws, regulations, and orders. We may hold funds we owe you, pursuant to Section 9.2 “Deductions, Setoffs, and Reserves,” to make sure that there are no Chargebacks, refunds, credits, balances owed to us, or other deductions that should be made from the funds we owe you. We will otherwise have no further payment obligations to you.

Upon termination of your account, our obligation to perform the Organizer Services will immediately expire. You will still owe us all Bronco Snapshots fees associated with the terminated Organizer Services, and all outstanding fees will become immediately due and payable, even if all of the Organizer Services associated with such fees have not yet been performed.

4.4 Continued Obligations.

Some terms will still be effective even after termination.

All provisions of this Merchant Agreement that by their nature should survive termination of your account and/or termination of the Organizer Services will survive (including your obligations related to refunds, payments, and Chargebacks [defined below]).

5. Payment Processing.

5.1 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 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 (“Payment Processor Partners”).  

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.   

PayPal, Inc. (“Paypal”) 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 Bronco Snapshots, you also agree to the PayPal’s merchant agreements. For us to enable payment processing services through PayPal, 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 PayPal.

5.2 Bronco Snapshots Payment Processing.

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.

When you use Bronco Snapshots Payment Processing (“Bronco Snapshots Payment Processing” or “BSPP”), we act 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 Bronco Snapshots Fees, you will pay us the Bronco Snapshots Payment Processing fee (the “Bronco Snapshots Payment Processing Fee”) for each ticket, registration or other item sold or donation accepted, for facilitating the transaction. 

Payouts: No later than five (5) business days after the conclusion of the event, Organizers who use BSPP will receive the Event Proceeds, less Bronco Snapshots Fees, Taxes, and Other Deductions and Setoffs (defined below), if applicable. At that time, our Payment Processor Partners will facilitate the payout via PayPal. 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.  You are not entitled to Event Proceeds before the conclusion of your event.

If you would like to receive payouts sooner (before your event concludes), see Section 10.1 “Scheduled Payouts” for more information.

Payout Methods:  BSPP users receive payouts via PayPal to the supplied PayPal account. Payouts will be dispersed through PayPal according to their processes and services and are bound by the applicable terms of use for that service. We are not responsible for the performance or nonperformance of the third party service.

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 BSPP, and you authorize us to reject any transaction over that limit. 

Currencies: We only provide BSPP for U.S. dollar currency. Event Proceeds collected in a currency may only be paid out to you in the currency in which they are collected. We do not provide currency conversion services. 

5.3 Chargebacks and Reversals.

You are responsible for credit card chargebacks and other transaction reversals in connection with your events.

Credit card chargebacks and transaction reversals (collectively, “Chargebacks”) can occur, including when a Consumer disputes a transaction with a Card Scheme or Alternative Payment Framework. As an Organizer, you are responsible for paying and reimbursing us promptly and fully for any Chargebacks in connection with your Event Proceeds or other payments and for all related credit card association, payment processing, re-presentment, penalty and other fees (together with Chargebacks, “Chargeback Costs”) that we, our Payment Processor Partners, or any of our other partners incur in connection with your Chargebacks. 

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

However, we have no obligation to dispute or represent any Chargebacks that: 

The Payment Scheme Rules (defined below) provide discretion to the Card Schemes and Alternative Payment Frameworks in managing Chargebacks, and if we lose a Chargeback dispute initiated on your behalf, you are still required to reimburse us.

5.4 Payment Scheme Rules.

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

You must comply with the rules and regulations published by the Card Schemes and Alternative Payment Frameworks (collectively, the “Payment Scheme Rules”). Depending on the payment methods that you use with BSPP, you may be subject to different Payment Scheme Rules. 

The Payment Scheme Rules require, among other things, that you 1) submit only bona fide transactions, 2) limit how you use Card Scheme logos and trademarks and 3) authorize the Card Scheme and its affiliates to use your name, address and URL to show that you participate in the Card Scheme.  

The Payment Scheme Rules are publicly available for you to review and may change from time to time. We may also be required to update this Merchant Agreement to reflect changes to the Payment Scheme Rules.

5.5 Commercial Entity Agreements.

If your card-based transactions are large enough, we may require you to enter into an additional agreement.

You may be required to enter into an additional agreement directly with one of our Payment Processor Partners or with the applicable Card Scheme. Typically, this happens if your transactions exceed one hundred thousand dollars ($100,000) with a particular Card Scheme on an annual basis in a given geography. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a “Commercial Entity Agreement” to which you must agree to continue receiving payouts. If you fail to accept that Commercial Entity Agreement, we may suspend or terminate your account.

Except for any Commercial Entity Agreement applicable to you, and notwithstanding the Paypal Services Agreement, or any other Payment Processor Agreement you may have entered into with our partners or a Card Scheme, you are not a direct party to any agreement between Bronco Snapshots or any of its Affiliates and any Payment Processor Partner, Card Scheme or Alternative Payment Framework, nor are you a third party beneficiary of any such agreement.

5.6 Roles and Relationships.

When a Consumer makes payment to our payment processors, you must treat the Consumer as if they paid you directly.

Your Obligations to Consumers:  When a Consumer makes a payment (e.g., when they purchase a ticket for an event) and that payment is then processed by one of our Payment Processor Partners, you will treat it the same as if the Consumer paid you directly. This means that you will sell or provide the Consumer all advertised goods and services as if you had received the Event Proceeds directly from the Consumer, regardless of whether you have received or ever receive the Event Proceeds.

Our Role:  We do not and will not provide you with banking, deposit taking, stored value, insurance or any other financial services other than, if you elect BSPP, serving as a limited payments agent as described above. Although we may show you a balance of Event Proceeds in your Bronco Snapshots account, that balance merely reflects the Event Proceeds collected by a third party payment service. This information does not constitute a deposit or other obligation of Bronco Snapshots or any Payment Processor Partners to you and is provided for reporting and informational purposes only. You are not entitled to, and have no ownership or other rights in the balance displayed, until applicable funds are paid out to you in accordance with this Merchant Agreement. You are not entitled to any interest or other compensation associated with such funds pending payout.

We, acting as your agent, are authorized to:

We are not liable for any of your acts or omissions, and any obligation to pay you is conditional on you complying with this Merchant Agreement, the Terms of Service, and Consumers’ actual payment of Event Proceeds.

5.7 Confirmations.

You will honor confirmed orders placed by Consumers through Bronco Snapshots.

When an order is placed by a Consumer and confirmed through Bronco Snapshots, we generate a confirmation message and issue a unique confirmation/ticket number. You must accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed through the Services. It is your responsibility to verify a Consumer’s confirmation number and/or any event restrictions prior to the applicable event.

5.8 Escheatment.

You could lose rights to your payouts if your payment method on file is not accurate or updated.

Payouts will automatically be made to your payment method on file. If, for some reason, we cannot make a payout to that payment method and you fail to provide an updated, approved payout method for a period of time as set forth in applicable unclaimed property laws (e.g., escheatment), we will escheat the amount, after due notice, to the applicable government authority in accordance with applicable laws.

6. Marketing Services

6.1 General. 

Our Marketing Services are a great way to promote your events.

Our Marketing Services may include a set of marketing tools for Bronco Snapshots users and the services that enable Organizers to easily reach and sell to their audiences through the Bronco Snapshots marketplace, through messaging tools, and across social media platforms.

7. Bronco Snapshots Ads

7.1 Definitions. 

Publish Featured Content on our Content Channels using the Bronco Snapshots Sponsorships or Advertising.

Bronco Snapshots may offer incorporation, display, and publication of Featured Content in Content Channels (defined below) (“Placement”), in the manner specified by you when purchasing the Bronco Snapshots Ads or Sponsorships on Bronco Snapshots Site (“Bronco Snapshots Ads”), or as otherwise mutually agreed upon by us and you in writing. Bronco Snapshots Ads may not be available in all markets. For clarity, the Bronco Snapshots Ads is included in the definition of Marketing Services.

“Content Channels” mean the websites, blogs, emails, newsletters, social media posts, and other content channels and/or advertising opportunities operated and/or utilized by us, including our search results pages and the display pages of events listed on the Services.

“Featured Content” means the artwork, text, graphics and media files featuring you or your Offering(s) (as defined below) for publication in Content Channels, including images, messaging (including calls to action), and core campaign colors. Featured Content includes any event listing or excerpts used for publication in Content Channels via the Bronco Snapshots Ads.

7.2 Fulfillment Partners. 

We may partner with Fulfillment Partners to deliver the Bronco Snapshots Ads.

We may partner with any third-party vendor, fulfillment partner, Organizer, venue owner, asset owner, marketing agency, or media broker (each, a “Fulfillment Partner”) to offer the Bronco Snapshots Ads.

7.3 Ad Content Guidelines. 

Your content must comply with our Ad Content Guidelines.

When accessing or using the Bronco Snapshots Ads Service, you must comply with the Bronco Snapshots Ad guidelines, Terms of Service and this Merchant Agreement. We or any Fulfillment Partner may terminate any Insertion Order or campaign if we or our Fulfillment Partner believes that it violates our Ad Content Guidelines. If you violate any of the Ad Content Guidelines, in addition to other available remedies, we reserve the right to terminate, limit or suspend your access to the Bronco Snapshots Ads.

7.4 Insertion Orders.

To get started, complete an Insertion Order.

In order to use the Bronco Snapshots Ads, you must provide us with a valid credit card upon our request. In the event of a conflict between an Insertion Order and this Merchant Agreement, this Merchant Agreement will govern to the extent of the conflict. We do not guarantee timely acceptance of an Insertion Order. We may decline any Insertion Order for any reason.

7.5 Fees and Payment for Bronco Snapshots Ads Service. 

Pricing for the Bronco Snapshots Ads

Bronco Snapshots Fees for the Bronco Snapshots Ads will be calculated based solely on our measurements of performance metrics (e.g., impressions, clicks, conversions, leads, etc.) on the Bronco Snapshots site which are dynamically priced and administered by us based on factors such as your event category, location, timing, and the most relevant audience. We may make certain performance metrics available for review. We intend, but do not guarantee, to fulfill your maximum budget as specified in the Insertion Order. The Bronco Snapshots Fees for each Insertion Order will be billed regularly in arrears based on allocation of the campaign budget and charged to your credit card. If we are unable to charge your credit card in the amount of Bronco Snapshots Fees owed for the Bronco Snapshots Ads, you agree to pay such Bronco Snapshots Fees immediately.

7.6 Featured Content. 

Here are some things to keep in mind when delivering Featured Content for Placement.

Delivery: You will deliver to us any materials and other deliverables required by us to publish the Featured Content and to fulfill any Offerings. For Placements of Featured Content on the Site, we will endeavor to preview the Placement to you. Featured Content must comply with our Ad Content Guidelines and all applicable laws, rules, regulations, and industry codes, and you are solely responsible for ensuring that Featured Content is in compliance. In the event that you fail to provide such materials or approve any Featured Content as required under this “Featured Content” section, we may modify the date of the Featured Content’s Placement or terminate the Bronco Snapshots Ads for such Featured Content, and we will not be liable to you or any third party for any delay or failure in the performance of the Bronco Snapshots Ads.

Approval Rights: We reserve the right to reject any content you submit for Featured Content, and we and our Fulfillment Partners have final approval rights over all Featured Content. The Featured Content will be distinguished in the Content Channels as paid, sponsored, advertised or promoted content, and we retain full discretion over the content surrounding the Featured Content.

Placement: We retain full discretion over the specifications for each Placement. Absent a written agreement otherwise, Featured Content may be displayed in proximate distance to substantially similar or competing content advertised by any third party(ies), and we do not guarantee your exclusivity as an advertiser in any category. The Bronco Snapshots Ads is provided on a nonexclusive basis, and nothing in this Merchant Agreement or any Insertion Order will limit our or any Fulfillment Partner’s right to sell or offer available Content Channel inventory itself, or provide other third parties the right to sell or offer available Content Channel inventory.

Representations: You represent, warrant and agree that:

7.7 Ownership. 

You retain ownership in the content you provide for the Featured Content.

As between you and us:

(a) You own and retain all right, title and interest in and to the content you provide to us for the Featured Content (“Advertiser Featured Content”), and all intellectual property rights therein; and

(b) We own and retain all right, title and interest in and to:

7.8 License to Featured Content. 

You grant us a license to your content in order to perform the Bronco Snapshots Ads Service.

You hereby grant to us a royalty-free, worldwide, non-exclusive license to use, perform, distribute, display, transmit, modify, and reproduce the Advertiser Featured Content as reasonably required to enable us to perform the Bronco Snapshots Ads.

9. Fees, Deductions, and Reserves.

9.1 Fees. 

Here’s an overview of the fees we charge.

Bronco Snapshots Fees: You must pay us all applicable fees for the Organizer Services (the “Bronco Snapshots Fees”), which include the following:

Current Ticketing Fees can be found in our Help Center on our Event Ticketing & Knowledgebase page.

Consumer Fees: We may charge various fees to Consumers, separately from Bronco Snapshots Fees, that are not passed on to you, related to ticket, registration, and other item sales, processing, handling, and/or access to various Bronco Snapshots content and services (“Consumer Fees”). In the event we charge Consumer Fees, we determine how to set and assess Consumer Fees and the refund policy applicable to Consumer Fees. We are not required to disclose Consumer Fees to you, and we may change Consumer Fees at any time.

Research Fees: We may also charge you, at standard and reasonable rates, for (i) research costs and/or legal fees that we incur in order to respond to any third party or government subpoena, levy or garnishment on your account; and (ii) research and activities that are necessary for us to verify and execute any change of payee (collectively, “Research Fees”).  

Delays and Omissions:  We strive to inform you in a timely manner of amounts due, but our failure to do so will not relieve you of your payment obligations  If we fail to send a timely invoice, you are still responsible for your payment obligations. If we omit in a statement or invoice a payment that you owe to us or any third party, it will not constitute a waiver of the right to that payment. You will still owe that payment and we may include it in a subsequent statement or invoice. 

Taxes: For clarity, you are also ultimately and solely responsible for any applicable Taxes (described in Section 12 “Taxes”). Taxes vary by jurisdiction and currency and may change from time to time with respect to transactions that occur following the change. 

9.2 Deductions, Setoffs, and Reserves. 

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

Deductions and Setoffs: Without limiting Section 9.1 above, we will deduct from the Event Proceeds Ticketing Fees and any other Bronco Snapshots Fees that we may allow to be deducted from your Event Proceeds, and all applicable Taxes. Additionally, we may deduct all other deductions authorized under this Merchant Agreement and we may set off for any outstanding debts, fees, or other amounts that you or any of your Affiliates owe to us under this Merchant Agreement or any other agreement between or among you and/or any of your Affiliates and us and/or any of our Affiliates (“Affiliated Agreement”), including Chargeback Costs, refunds, returns, discounts, credits, Research Fees, reserves, and customer complaints costs (“Other Deductions and Setoffs”). We are not liable to you for any claims resulting from our decision to make Other Deductions and Setoffs. You will only be entitled to payments of the Event Proceeds after these deductions have been made. 

For clarity, we may exercise our setoff rights against payouts related or unrelated to the amount owed. If the exercise of our setoff right does not fully cover the amount of funds that you or any of your Affiliates owe to us under this Merchant Agreement or any Affiliated Agreement, then that amount of funds will be deemed due and owing to us until you have fully satisfied the amount and, in this case, we may collect the amount pursuant to Section 16 “Non-Exclusive Remedies and Collections.”

We may also deduct from your Event Proceeds as required by law, including Section 9-406 of the Uniform Commercial Code and garnishment orders. In addition, we may block, reject, freeze, or turn over to law enforcement agencies any portion of payments involving the Bronco Snapshots Properties that are made to you, owed by you, or otherwise involve you as permitted and/or required by applicable laws and regulations. 

Reserves:  We reserve the right to retain all or a certain percentage of Event Proceeds and any other fees for Services that we provide to you or any of your Affiliates (with such percentage being determined by us) to fund a reserve:

Our right to hold a reserve will continue following the completion of your applicable event(s) and until either:

We may use any amounts that we hold in reserve to set-off amounts that you or your Affiliates owe us, as detailed above under “Deductions and Setoffs.” 

11. Refunds.

11.1 Handling Refunds, Disputes, and Fake Tickets. 

It is your obligation to handle refunds and settle refund disputes. We are not responsible for fake tickets.

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. For BSPP transactions, we still have the right to make Specified Refunds on your behalf and at your expense.

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.

11.2 Refund Policy.

You must comply with our Refund Policy.

All Bronco Snapshot events are non-refundable. However, there are specified refunds which Organizers must comply with:

(a) Refunds must be provided in the following situations:

(b) Refunds must be provided if: 

(c) Additionally, in the event we determine a refund is warranted in the following situations, we may, but are not obligated to, issue those refunds on your behalf, using funds in your account, from related or unrelated events or otherwise, or by invoicing you directly:

As a limited payments agent, we are permitted, but not obligated, to make such refunds on your behalf in the event you fail to do so. We may use funds in your account, from related or unrelated events or otherwise, or invoice you directly, to fund these refunds.

11.3 Specified Refunds.

Sometimes we have to make an exception.

As a limited payments agent, we are permitted to make Specified Refunds on your behalf. We may use funds in your account, from related or unrelated events or otherwise, to make Specified Refunds. 

11.4 Reimbursement by You. 

You owe us for the refunds we make to your Consumers.

You must promptly and fully reimburse us upon demand for refunds, including Specified Refunds, that we make to your Consumers, except to the extent that the necessity for such refunds is caused by our negligence or willful misconduct. If you received Scheduled Payouts for an event that is subject to Specified Refunds, you must promptly refund to a payment address designated by us all of the advanced payments so that we can issue refunds. 

Chargebacks will result in losses to us in excess of the amount of the underlying transaction. By refunding transactions in advance of a Chargeback, we are mitigating Chargeback losses and/or our damages from your breach of this Merchant Agreement, and you are still obligated to reimburse us for these refunds. 

If you do not remit funds to us that are sufficient to cover Specified Refunds, then the amount of such funds shortfall will become due and owing from you to us until you have satisfied the amount in full and such amounts are also subject to the provisions of Section 9.2 “Deductions, Setoffs, and Reserves” and Section 16 “Non-Exclusive Remedies and Collections.” As a reminder, Bronco Snapshots has offset rights that we can apply to payouts for related and unrelated events to recover the amounts you owe.

11.5 Bronco Snapshots Fees. 

Bronco Snapshots Fees are typically nonrefundable.

Bronco Snapshots Fees: Except to the extent otherwise required by law, Bronco Snapshots Fees for our Organizer Services, Bronco Snapshots Ads, are non-refundable, regardless of the cancellation, postponement, or performance of Your Bronco Snapshots Events, and regardless of whether we remove or reject Your Bronco Snapshots Events, or otherwise limit, suspend, or terminate your access to the Organizer Services in accordance with this Merchant Agreement and/or the Terms of Service. Our policies about refunds of Bronco Snapshots Fees may evolve over time.

Ticketing Fees: We have the right to decline to refund Ticketing Fees. If we decline to refund Ticketing Fees to your Consumer(s), we may give you the option to cover that part of the refund yourself. In certain cases, we may refund all or a portion of Ticketing Fees as part of a refund transaction. In that case, we have the right to require you to reimburse us for the refunded Ticketing Fees.

11.6 Process for Refunds.

Refunds must follow the process below.

Refunds Are Your Responsibility:  Even though features of our Services may enable you to process refunds through the Bronco Snapshots Properties, you have sole responsibility for all refunds to Consumers associated with your event and to notify the Bronco Snapshots team of any refunds initiated by you, the Organizer.

Initiating Refunds:  Refunds by Organizers must be submitted in writing, via email to info@broncosnapshots.com. Refunds for BSPP transactions must be processed by Bronco Snapshots.

Primary Refund Sources:  Refunds will be issued to Consumers either by using backup funding sources within the Bronco Snapshots Properties (including adding funds to the event balance or using your credit card) or remitting funds due for refunds back to us so that we can process refunds on your behalf. 

Alternative Refund Sources:  If we are unable to process a refund on your behalf for any reason (for example, the Consumer’s payment card account cannot accept the refund), we will not process the refund through the Bronco Snapshots Properties and you will have sole responsibility for meeting your refund obligations under this Merchant Agreement and your refund policy. In such cases, you may refund through cash or check or through a method described below under “Credits and Alternative Accommodations.” 

Payment Processing Deadlines for Refunds; Manual Refunds:  For BSPP transactions, you refund Consumers directly through the Services within certain windows permitted by our Payment Processor Partners. If the refund is outside such windows, then it will need to be processed manually by us or by you. We may determine to not process any refunds that are manual, in which case you must process them directly. 

Our Deadlines for Refunds:  We reserve the right to set a time period for receiving refund requests for specified reasons. After that time period, we can decline to process refund requests through the Bronco Snapshots Properties. We may allow you to refuse refunds for a Canceled Event or other specified reason when the refund requests are received after that period; however, you are still responsible for all Chargeback Costs and refund disputes.

No Offline Refunds:  Unless otherwise instructed by us, no refunds will be made outside of the Bronco Snapshots platform (e.g. offline). 

No Misuse of Refunds:  BSPP refund transactions may only be used for bona fide event refunds, and not for other activity such as money transfers, including cash advance transactions.

Refunds Processed by Bronco Snapshots:  If you choose to remit funds back to us so that we can process refunds on your behalf, to the extent we are able to do so, you must remit funds to us that are sufficient to cover refunds due to Consumers within 5 days of the event cancelation, event nonperformance, or the other reason for the Specified Refunds.

Notification to Consumers:  You must notify Consumers through email provided by Bronco Snapshots of the event cancellation or nonperformance as soon as reasonably possible and prior to the event start time.

Consumer Contact:  You will be the main point of contact for Consumers with refund requests, and you will instruct the Consumers to not contact us with refund requests. You will allow Consumers to request a refund through the Bronco Snapshots platform in accordance with our refund policy. In the event that circumstances necessitate providing refunds (e.g. Specified Refunds), you will provide clear instructions and accurate contact information to Consumers so that Consumers can make refund requests. Per Bronco Snapshots’ refund requirements, you will respond to all refund requests within a maximum of 5 business days. 

Multi-Day Events:  If you perform only part of a multi-day event, then you must refund a pro-rata portion of the purchase price of each multi-day ticket based on the portion of the multi-day event that was canceled or not performed. For example, if you sell a 3-day ticket to a festival for $150, and cancel 1 day of the festival, you must provide a $50 refund to Consumers for the canceled day.

12. Taxes.

In most cases, you are responsible for collecting and remitting all taxes to the appropriate governmental authorities. We have the ability to request information and withhold taxes from you in certain instances.

12.1 Your Tax Responsibility.

You are solely responsible for determining which, if any, sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Organizer Services and to sales you make using the Organizer Services. It is your sole responsibility to, and you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”).

We do not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) that we provide to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes and we are under no obligation to provide such Tax Tools to you. Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors. You release us from any and all liability with respect to your use of the Tax Tools. None of the Tax Tools should be considered legal or tax advice. 

If you do collect Taxes and use Bronco Snapshots Payment Processing, then subject to Sections 12.2, 12.3, and 12.4, we will pay such amounts to you at the same time as the applicable Event Proceeds. You are responsible for remitting all such Taxes to the appropriate Tax Authorities including, where applicable, the reporting thereof. If you use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any applicable Taxes. If a Tax Authority requires us to pay any Taxes attributable to your use of the Organizer Services or to sales that you make using the Organizer Services, you must promptly and fully reimburse us for such Taxes upon demand, plus all associated costs, penalties, interest and expenses. 

12.2 Request for Information. 

Despite what is stated in Section 12.1, we may, in certain jurisdictions, be required to collect and remit Taxes relating to your sales of tickets, registrations, or other items that are made using the Organizer Services. To determine whether we must collect any Taxes on your behalf, we may request certain information when you create an event using the Organizer Services. Such information may relate to your tax exempt status, the nature of your event and/or other similar information. If we request such information, you represent and warrant that the information you provide is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own legal and/or tax advisor about any information you provide through the Bronco Snapshots Properties. If a Tax Authority requires us to pay any Taxes attributable to your event as a result of the information you provided us being incorrect, you must promptly and fully reimburse us for such Taxes upon demand and all associated costs, penalties, interest and expenses.

12.3 Collection by Bronco Snapshots. 

Despite what is stated in Section 12.1, we may, in certain jurisdictions, be required to collect and remit Taxes on Bronco Snapshots Fees and/or Bronco Snapshots Payment Processing Fees to the Tax Authorities. In such jurisdictions, we will collect from you Taxes on Bronco Snapshots Fees, and you must pay such Taxes. We may, at our sole election, invoice you for Taxes on Bronco Snapshots Fees or withhold (from amounts we would otherwise pay to you) the amount of Taxes on Bronco Snapshots Fees. With the exception of Taxes on Bronco Snapshots Fees that we collect from you pursuant to this paragraph and Taxes collected and remitted pursuant to Section 12.2, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services including, where applicable, the reporting thereof. A list of the jurisdictions in which we collect Taxes on Bronco Snapshots Fees is available here.

12.4 Obligation to Pay Taxes.

We are required to collect Taxes from you on the Bronco Snapshots Fees for paid tickets, registrations, and other items sold on or through the Site if you reside in a jurisdiction in which we collect Taxes on Bronco Snapshots Fees where a Tax Identification Number (“Tax ID”) has not been provided to us by you as the customer; and we are required to remit and report any such Taxes collected to the Tax Authorities. 

Where you provide us with your Tax ID, we will not collect Taxes on the Bronco Snapshots Fees where this complies with local requirements in the jurisdiction in which you reside. It is your sole responsibility to make sure that the Tax ID you provide to us (if any) is accurate, complete and properly formatted. Please be aware that falsification or misrepresentation of information to evade payment of Taxes may result in fines and/or criminal prosecution. You must promptly and fully reimburse us for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a Tax ID on the Site.

In the interest of clarity, in certain jurisdictions, we do not collect and remit Taxes on the Bronco Snapshots Payment Processing Fee or on the price of the tickets, registrations, and other items you sell on or through the Site.

12.5 IRS Reporting. 

In addition, under United States federal tax law, if we process transactions above a specified threshold during a given calendar year and in the aggregate across all of your accounts, we might be required to report to the IRS:

In such instances, we are required to either (a) collect Your Tax Information when you reach the specified threshold; or (b) establish that you are a foreign person not subject to Form 1099-K information reporting. If applicable, upon request you will provide us with an IRS Form W-8 establishing your foreign status. You will not receive any further payments from us until either (a) or (b) above are satisfied. To learn more about these tax reporting rules and why we are required to do this, see our 1099-K FAQ.

12.6 Right to Withhold.

We reserve the right to withhold the payment of any amounts that we owe to you and pay such amounts as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by us, or to seek later payment from you of any amounts of Taxes uncollected and unremitted that are related to your events.

13. Warranty Disclaimers

13.1

THE ORGANIZER SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE ORGANIZER SERVICES OR THE RESULTS OF THE ORGANIZER SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE USEFULNESS OR THE CAPABILITY OF THE ORGANIZER SERVICES TO MARKET AND PROMOTE YOU OR ANY OTHER PERSON OR YOUR BRONCO SNAPSHOTS EVENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE HAVE NO RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIM ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT WE REQUIRE TO PROVIDE THE ORGANIZER SERVICES OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE ORGANIZER SERVICES.

13.2

UNLESS OTHERWISE EXPRESSLY STATED IN THE BRONCO SNAPSHOTS ADS, THE BRONCO SNAPSHOTS ADS SERVICE DOES NOT INCLUDE ANY GUARANTEED NUMBER OF AD IMPRESSIONS, CLICKS, SALES, LEADS GENERATED, OR LEADS CLOSED. WE DO NOT GUARANTEE THAT THE NUMBER OF AD IMPRESSIONS, CLICKS OR CONVERSIONS WILL EQUAL OR APPROXIMATE THE NUMBER OF INDIVIDUALS WHO PURCHASE TICKETS OR ATTEND THE EVENT.

13.3

Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of liability for, loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.

14. Indemnification and Limitation of Liability

14.1 Indemnification.

In addition to any other indemnification obligations you may have (including those in the Terms of Service), you agree to defend, indemnify, and hold harmless the Bronco Snapshots Released Parties from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including reasonable attorneys’ and accounting fees) resulting from any Claim relating to or arising out of:

14.2 Limitation of Liability.

BRONCO SNAPSHOTS’S TOTAL LIABILITY UNDER THIS MERCHANT AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE BRONCO SNAPSHOTS FEES (NET OF ANY BRONCO SNAPSHOTS PAYMENT PROCESSING FEES AND ANY AMOUNTS PAID TO ANY FULFILLMENT PARTNER) PAID TO BRONCO SNAPSHOTS BY YOU FOR THE ORGANIZER SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO THE LIABILITY. IN NO EVENT WILL BRONCO SNAPSHOTS, OR ANY  FULFILLMENT PARTNER, BE LIABLE UNDER THIS MERCHANT AGREEMENT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) RELATED TO THIS MERCHANT AGREEMENT OR THE USE OR QUALITY OF THE ORGANIZER SERVICES, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BRONCO SNAPSHOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS MERCHANT AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

15. Representations and Warranties.

15.1 Authority. 

You promise that you have the authority to agree to these terms.

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

16. Non-Exclusive Remedies and Collections.

16.1 Non-Exclusive Remedies. 

We charge interest on overdue amounts and may withhold your payouts and/or invoice you for such amounts.

Interest on Overdue Amounts:  Overdue amounts that you owe under this Merchant Agreement or any Affiliated Agreement will bear interest calculated from the due date until paid in full, at a rate equal to the lesser of:

Setoffs and Invoices:  If you owe us any amounts under this Merchant Agreement or any Affiliated Agreement, we may, to the extent allowed by applicable law:

Non-Exclusive:  Our rights and remedies in this Merchant Agreement are non-exclusive (that is, our remedies are cumulative and any can be exercised by us in addition to, and do not prevent us from exercising, any other rights or remedies available to us now or in the future under law, this Merchant Agreement, any Affiliated Agreements, other agreements, or otherwise). Our failure or delay in enforcing or exercising any right, remedy or provision of this Merchant Agreement will not be considered a waiver of those rights.   

16.2 Collections; Costs of Recovery. 

You will reimburse us for the costs of collecting overdue amounts from you.

We have the right to pursue collection of any late and unpaid amounts due to us if such amounts are not paid within thirty (30) days after the date of the invoice. We have the right to send you collection notices; sending such a notice will not be a requirement for taking legal or other action to collect overdue sums. In addition, you must promptly reimburse us upon demand for all out-of-pocket costs (including reasonable attorneys’ fees and costs) incurred by us in collecting overdue amounts or any other amounts that you owe under this Merchant Agreement or any Affiliated Agreement. If we must seek recovery of past due amounts and associated fees and costs, we have the right to pursue unpaid amounts through judicial proceedings, and such actions will not be arbitrated regardless of any arbitration provisions in the Terms of Service.

17. Miscellaneous

17.1 Interpretation.

The headings and subheadings throughout this Merchant Agreement, including the bolded, boxed text following each, are for convenience only and will not restrict or affect any provisions, and are not legal guidance. When we say Bronco Snapshots “may,” has the right, is permitted, is authorized, or is allowed to do something in this Merchant Agreement, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under this Merchant Agreement may be made by us in our sole discretion. As used in this Merchant Agreement, “including” means “including, but not limited to.” When this Merchant Agreement says that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. Your obligations, duties, warranties, representations, releases, and waivers throughout this Merchant Agreement are also the obligations, duties, warranties, representations, releases, and waivers of your Affiliates. Any remedies available to us under this Merchant Agreement may also be applied by us against your Affiliates.

17.2 Entire Agreement.

Except as otherwise set forth herein, this Merchant Agreement, along with the Terms of Service and Privacy Policy, constitute the entire and exclusive understanding and agreement between us and you regarding the Organizer Services and supersede and replace any and all prior oral or written proposals, discussions, communications, understandings or agreements between us and you regarding the subject matter of this Merchant Agreement, other than any written agreement for Organizer Services between you and an authorized officer of Bronco Snapshots.

17.3 Force Majeure.

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, epidemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.4 No Assignment or Transfer.

You may not use, export, import, or transfer the Organizer Services, including the purchase of any products or service on the Organizer Services, except as authorized by U.S. law, the laws of the jurisdiction in which you used the Organizer Services or purchased any products or services on the Organizer Services, and any other applicable laws. You may not assign or transfer this Merchant Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Merchant Agreement, without such consent, will be null and void. Subject to the foregoing, this Merchant Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

17.5 No Relationship Created.

No independent contractor, agency, partnership, joint venture or other such relationship is created by this Merchant Agreement.

17.6 Translation.

We may translate this Merchant Agreement into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.

17.7 Applicable Law and Jurisdiction.

For clarity, the Applicable Law and Jurisdiction terms set forth in Section 21 of the Terms of Service apply to this Merchant Agreement.

17.8 Additional Miscellaneous Provisions.

For clarity, the Additional Miscellaneous Provisions set forth in Section 24 of the Terms of Service apply to this Merchant Agreement.

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