Event Organizer Agreement

This Event Organizer Agreement and the rights and obligations contained in it are in addition to and are incorporated into the Posh Terms of Service (“Terms of Service”). Nothing in this Event Organizer 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 Event Organizer Agreement, this Event Organizer Agreement will control. Capitalized terms that are not defined in this Event Organizer Agreement have the definition provided in the Terms of Service.

Please read this entire Event Organizer Agreement and our Terms of Service thoroughly, as they may affect your rights. This Event Organizer Agreement contains important information regarding our services. We may refer to you as “you,” “Event Organizer,” or “Organizer” in this Agreement.

1. Services.
   
   1. Services for Event Organizers.
      
      1. Organizer Services: When “Organizer Services” is used in this Event Organizer Agreement, it refers to the Ticketing Services, Professional Services, and the Messaging Service (defined below). For clarity, Organizer Services are included in the meaning of “Services” under the Terms of Service.
      2. 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”). 
      3. Professional Services: We may provide you with certain professional services, such as advice on event management and strategic growth (the “Professional Services”).
      4. Messaging Service: We may provide you and other Event Organizers with messaging services such as those described below in the “Messaging Service” section (the “Messaging Service”).

All Organizer Services will be provided as we determine and will be subject to the Terms of Service, this Event Organizer Agreement, and any separate written agreement we determine is necessary. In the event of a conflict between the separate written agreement and this Event Organizer Agreement, the Event Organizer Agreement will control.

2. Our Event Organizer Agreement.
   
   1. Purpose and Scope.

This Event Organizer Agreement sets the terms and conditions for your use of the Organizer Services. By using the Organizer Services or registering as an Organizer, you are agreeing to the terms and conditions of this Event Organizer 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 Event Organizer Agreement, the Terms of Service, or our Privacy Policy. 

3. Eligibility for Organizer Services.
   
   1. Eligibility.

To use the Organizer Services, you must: (a) have the authority to enter into this Event Organizer Agreement on your own behalf or on behalf of the entity using the Organizer Services; (b) comply with our Terms of Service and all applicable laws; and (c) review and agree to the Stripe Connected Account Agreement (currently available at https://stripe.com/legal/connect-account), which includes the Stripe Services Agreement (currently available at https://stripe.com/legal/connect-account) (such agreements are , collectively, the “Stripe Agreements,” which Stripe 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.

2. Additional Registration Data.

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. Disclosure Authorization.

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.

4. Failure to Provide.

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 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.

5. Prohibited Event Organizers; Prohibited Events; Prohibited Transactions.
   
   1. Prohibited Event Organizers. By registering for the Organizer Services and accepting this Event Organizer Agreement, you represent and warrant that:
      
      1. you are not located in, and you are not a national or resident of, any country for which the United States has embargoed goods and/or services similar to our Services (“Restricted Countries”);
      2. you are not a person or entity or under the control of or affiliated with a person or entity that:
         
         1. appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List;
         2. appears on the U.S. Department of State’s Terrorist Exclusion List;
         3. appears on the Bureau of Industry and Security’s Denied Persons List; or
         4. is subject to sanctions in any other country; and
      3. You are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file, and your right to access card based payment networks (the “Card Schemes”) and on-card based payment networks such as direct debit and other alternative forms of payment (the “Alternative Payment Frameworks”) is not revoked or suspended. 
      4. If we determine that you fall into any of the categories above, you are a “Prohibited Event Organizer.”
   2. Prohibited Events. You may not post Events to the Posh Service or engage in activities through the Organizer Services that:
      
      1. violate or help violate any applicable local, state, provincial, national or other law, rule or regulation;
      2. are prohibited under the Payment Scheme Rules;
      3. contain any Content that violate the Terms of Service; or
      4. 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.   
      5. If we determine that an Events falls into any of the categories above, it is a “Prohibited Event.”
   3. 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: 
      
      1. 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;
      2. any fraudulent or criminal transaction;
      3. any transaction that would be a “restricted transaction” as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or
      4. any transaction that is unrelated to your Events on the Posh Service. For clarity, our payment processing services may only be used for the purchase of tickets or registrations for your Events on the Posh Service, or to sell items or solicit donations directly related to such Events. 
      5. 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.
   
   1. Suspension and Termination.
      
      1. 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:
         
         1. You become ineligible for the Services or violate any provision of this Event Organizer Agreement or the Terms of Service;
         2. You fail to pay when due any Posh Fees (defined below), including instances in which your credit card is declined or you fail to provide accurate and updated Payment Information (defined below); 
         3. Our Payment Processor Partners or Card Schemes refuse to facilitate payments to you or to engage in services involving you;
         4. We are served with a legal process seeking to attach or garnish any of your funds or property in our possession; 
         5. We learn that you have granted a right to assignment of payments to any party, for any reason; or 
         6. You are a Prohibited Event Organizer, have organized Prohibited Events, and/or process or submit Prohibited Transactions.
   2. Account Deletion.

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 Event Organizer Agreement and any other Posh policy that applies to you, as well as any other written agreement you may have with us.

3. Effect of Termination.

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 Posh 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. Continued Obligations.

All provisions of this Event Organizer 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, as defined below).

5. Posh Payment Services. 
   
   1. Posh Payment Services. When you use the Posh payment services (“Posh Payment Services”), we act as your limited payments agent to facilitate payment transactions on your behalf using our Payment Processor Partners (defined below). As a limited agent, we process the total value of tickets, registrations, and other items purchased by Consumers for your Events (“Event Proceeds”).  
   2. Payment Processing Services. All payments for purchases made by the Consumer are processed by Posh and its third-party payment services providers (“Payment Processor Partners”) on behalf of Event Organizer to facilitate the settlement of proceeds to the Event Organizer, less any amounts owed to Posh. Posh currently uses Stripe, Inc. and its affiliates as the Payment Processor Partner for payment services (e.g., card acceptance, merchant settlement, and related services).  Posh may replace any of its Payment Processor Partners without notice to Event Organizer. By making use of some or all of the payment services on the Services, you agree to be bound by Posh’s policies and the Payment Processor Partner’s policies, user agreements, terms and conditions, including without limitation the Stripe Agreements.    
   3. Appointment of Posh as Limited Payments Agent. To the extent applicable, Event Organizer hereby appoints Posh as its limited payments agent for the sole purpose of receiving, holding, and settling payments to Event Organizer for: (a) purchases made through the Services; and (b) any other payments, or amounts owed to Event Organizer in connection with this Agreement.  Posh, through its Payment Processor Partner, will direct the Payment Processor Partner to settle payments that are actually or constructively received by Posh to Event Organizer, less any amounts owed to Posh, including fees and other obligations, as set forth in this Agreement.  Event Organizer agrees that a payment actually or constructively received by Posh, on behalf of Event Organizer, satisfies the Consumer’s obligation to make payment to Event Organizer for Consumer’s purchase through the Services, regardless of whether Posh or the Payment Processor Partner actually settles such payment to Event Organizer.  If Posh does not settle any such payments as described in this Agreement to Event Organizer, Event Organizer will have recourse only against Posh (or the Payment Processor Partner, as applicable) and not the Consumer, as payment is deemed made by Consumer to Event Organizer upon constructive or actual receipt of funds by Posh. In accepting this appointment as the limited payments agent of Event Organizer, Event Organizer agrees that Posh assumes no liability for any acts or omissions of Event Organizer, and Event Organizer understands that the obligation of Posh or its Payment Processor Partner to settle funds to Event Organizer is subject to and conditional upon the Consumer’s actual payment and the terms of this Agreement. 
   4. Disbursement to Event Organizer. 
      
      1. Posh will direct the Payment Processor Partner to disburse funds to Event Organizer to the account associated with the payout information designated by the Event Organizer. If payment is made to Event Organizer in error, or if Event Organizer receives funds that Event Organizer is not otherwise entitled to receive at the time of disbursement, Posh has the right to recoup such amounts from the Event Organizer, including without limitation by initiating a debit or charge to any account provided by Event Organizer in connection with the Services. Posh may also offset against funds pending settlement to Event Organizer any sums due, or reasonably likely to become due, to Posh pursuant to this Agreement. 
      2. In some cases, settlement of the payment processing proceeds could be temporarily delayed by an issue at Posh, the Payment Processor Partner, or Event Organizer’s designated financial institution. Posh is not obligated to refund any Posh Fees or reimburse any expenses due to delayed settlements. In addition, Event Organizer designated financial institution’s settlement and account crediting procedures may at times cause delays in the crediting of funds to Event Organizer’s linked bank account and Posh does not have control over these delays.
   5. Payouts: No later than five (5) business days after the conclusion of the Event, Organizers who use Posh Payment Services will receive the Event Proceeds, less Posh Fees, Taxes, and Other Deductions and Setoffs (defined below), if applicable. At that time, our Payment Processor Partners will facilitate the payout to your preferred payout method. We will not be liable for delayed, rejected, or missed payouts that occur from the delay, failure, or contractual breach by you, a Payment Processor Partner or any other third-party provider.  
   6. Payout Methods: 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. 
   7. 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 Posh Payment Services, and you authorize us to reject any transaction over that limit. 
   8. Currencies: We only provide Posh Payment Services for certain currencies and for Organizers in certain locations. In addition, 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. You may be eligible for different payment options or payment methods depending on the currency in which you collect Event Proceeds and your location as detailed here.
   9. Chargebacks and Reversals.  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.
   10. Payment Scheme Rules.

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 Posh Payment Services, 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 Event Organizer Agreement to reflect changes to the Payment Scheme Rules.

11. Roles and Relationships.
    
    1. 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.
    2. Our Role:  Except as set forth herein, 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 Posh Payment Services, serving as a limited payments agent as described above. Although we may show you a balance of Event Proceeds in your Posh account, that balance merely reflects the Event Proceeds collected by our Payment Processor Partners (if using Posh Payment Services). This information does not constitute a deposit or other obligation of Posh 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 Event Organizer Agreement. You are not entitled to any interest or other compensation associated with such funds pending payout.
       
       1. We, acting as your agent, are authorized to:
          
          1. Hold, retain and pay out Event Proceeds to you using our Payment Processor Partners;
          2. Issue refunds to Consumers as set forth in this Event Organizer Agreement, the Stripe Agreements, and any other agreement we have with a Payment Processor Partner;
          3. Manage and dispute Chargebacks; and
          4. Delegate our obligations to certain of our affiliated entities and/or partners within and outside the United States, provided that we remain liable to fulfill our obligations under this Event Organizer Agreement.  
       2. We are not liable for any of your acts or omissions, and any obligation to pay you is conditional on you complying with this Event Organizer Agreement, the Terms of Service, and Consumers’ actual payment of Event Proceeds.
12. Confirmations.

When an order is placed by a Consumer and confirmed through Posh, we generate a confirmation message and issue a unique confirmation 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.

13. Escheatment.

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. Messaging Service
   
   1. General. 

Our Messaging Service includes a premium set of communications tools that enable you to easily reach Consumers who have registered for Events you are hosting or managing (“Your Posh Events”) through the Posh platform. For the avoidance of doubt, communications with Consumers off of the Posh platform (for example, if you upload Consumer email addresses to a third-party email automation service, which you use to send emails to Consumers who have registered for Your Posh Events) are not part of the Messaging Service, and Posh assumes no responsibility for these communications.

2. General Messaging Service Rules.

By accessing or using the Messaging Service, you agree that:

1. You will only use the Messaging Service to advertise, promote, and/or manage Your Posh Events, and you will only communicate with Consumers who have registered for Your Posh Events by contacting them at the number they’ve indicated within the Posh platform.
2. You will use the Messaging Service in compliance with this Event Organizer Agreement and any other applicable Posh instructions or requirements governing your use of the Messaging Service, including the Posh Event Organizer Messaging and SMS Guidelines.
3. Your communications will not violate any privacy policy under which the Consumer addresses or other information were gathered.
4. You will comply with all applicable local, state, provincial, national, and other laws, rules and regulations, including those relating to unsolicited messages and spam, such as the U.S. Telephone Consumer Protection Act (TCPA) and Canada’s anti-spam legislation (CASL), as well as with industry requirements of wireless carriers (including, but not limited to, the Cellular Telephone Industries Association Messaging Principles and Best Practices), with respect to your use of the Messaging Service.
5. You will not use the Messaging Service to engage in or encourage any activity that is illegal, deceptive, harmful, a violation of others’ rights, or harmful to Posh’s business operations or reputation, including engaging in any activity that interferes with or otherwise negatively impacts the Messaging Service, or attempting to bypass or disable limitations or restrictions placed on the Messaging Service.
6. Bounce and Complaint Rates; Unsubscribe Requests: In addition to other remedies we have, we may limit, suspend, or terminate your access to the Messaging Service if your use of the Messaging Service results in bounce rates, complaint rates, or unsubscribe requests in excess of industry standards, or if your texts or other messages cause disruption to the Services.

3. Additional Rules for Text Message/SMS Communications.

By sending text message/SMS communications through the Messaging Service, you also agree that:

1. You will only send marketing messages to Consumers who have consented to marketing messages through Posh’s consent flow. “Marketing” messages include all messages sent for the purpose of encouraging an individual to purchase goods or services, sign up for Events, or otherwise promote or advertise a product, service, or Event, whether in whole or in part.
2. Messages that are purely informational are not “marketing” messages. “Informational” messages include messages updating a Consumer about an Event they’ve registered for, such as reminders that the Event is approaching, changes to the Event location, or notifications that the Event was canceled or rescheduled (“Event Alerts”). You may send purely informational messages about one of Your Posh Events to all Consumers who have registered for that particular Posh Event (including those Consumers who have not consented to receive marketing messages), subject to any applicable restrictions in the Posh Event Organizer Messaging and SMS Guidelines.
3. If we send you a Consumer’s request to opt out or modify such Consumer’s phone number and other messaging preferences, you will respond immediately and in accordance with instructions.

4. Third Party Content. 

Third Party Content: In using the Messaging Services, you may elect to use certain content provided by third parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and will have no responsibility for Third Party Content, including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You are responsible for reviewing and editing any Third Party Content prior to publishing, and for complying with any separate terms and conditions that apply to the Third Party Content and all policies of the platforms where the Third Party Content will be published.

6.5 Termination Rights. 

In addition to other remedies and termination rights available to us, we may terminate any Messaging Services, or portion thereof, if we believe that it violates this Event Organizer Agreement, our Terms of Service, or any other applicable terms or policies, or for any other reason, with or without notice to you.

7. Consumer Personal Data
   
   1. You will use personal data of Consumers that you obtain through use of the Services only (i) in connection with hosting and promoting Your Posh Events; (ii) in compliance with applicable laws, including applicable privacy and security laws; and (iii) in compliance with any applicable privacy policy. You will only interact with those Consumers who have agreed and consented to such interaction with you. You agree to maintain a privacy policy covering your processing of Consumer personal data where required by applicable privacy laws.
   2. Without limiting the above, you agree not to sell or license personal data of Consumers that you obtain through use of the Services for any purpose.
8. Subscriptions  
   
   1. Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. Posh reserves the right to change the timing of our billing. Posh reserves the right to change the Subscription pricing at any time in accordance with the Terms of Service. If changes to the Subscription price occur that impact your Subscription, Posh will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 8.1(a)(i) (Cancelling Subscriptions Purchased via Posh).
      
      1. Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Posh’s then-current price for such Subscription until terminated in accordance with this Agreement. By subscribing, you authorize Posh to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Posh does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Posh may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
         
         1. Cancelling Subscriptions Purchased via Posh. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact Posh at [email protected]. 
         2. Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period. 
   2. Payment Information. 

When you purchase Organizer Services, we may ask you to supply relevant information including your credit card number, the expiration date of your credit card and your billing address (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You authorize us to provide your Payment Information to third parties so we can complete your transaction and to charge your payment method for the transaction you have initiated. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). You are solely responsible for providing complete and accurate Payment Information and keeping it up-to-date at all times.

9. Fees, Deductions, and Reserves.
   
   1. Fees. 
      
      1. Posh Fees: You must pay us all applicable fees for the Organizer Services (the “Posh Fees”), which include the following:
         
         1. “Organizer Fees” are the fees we charge in connection with your use of our Messaging Service and Professional Services. Any Service Subscription Fees are deemed Organizer Fees. For clarity, Processing Fees and Flat Fees are not included within Organizer Fees.
         2. We may also charge or invoice you for any Messaging Service or Professional Services that are not included in the Organizer Fees.
      2. Consumer Fees: We may charge various fees to Consumers, separately from Posh Fees, that are not passed on to you, related to ticket, registration, and other item sales, processing, handling, and/or access to various Posh 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 (although we may, in our sole discretion), and we may change Consumer Fees at any time.
         
         1. Processing Fees and Flat Fees: “Processing Fees” and “Flat Fees” are the transactional service fees and payment processing fees we charge directly to Consumers for the Ticketing Services. Processing Fees and Flat Fees are deemed Consumer Fees. While we determine the Processing Fees and Flat Fees, you are solely responsible for setting prices for tickets, registrations, and other items for Your Posh Events. Unless we agree otherwise, you must not prefer that Consumers use one form or method of payment over another, and you must not charge Consumers additional fees or other amounts in connection with one payment method where you do not charge Consumers those fees or other amounts for all payment methods.
      3. 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. 
      4. Taxes: For clarity, you are also ultimately and solely responsible for any applicable Taxes (as further set forth in Section 11, “Taxes”). Taxes vary by jurisdiction and currency and may change from time to time with respect to transactions that occur following the change. 
   2. Deductions, Setoffs, and Reserves. 
      
      1. Deductions and Setoffs: Without limiting Section 9.1 above, we will deduct from the Event Proceeds: (a) any Posh Fees that we may allow to be deducted from your Event Proceeds, and (b) all applicable Taxes. Additionally, we may deduct all other deductions authorized under this Event Organizer Agreement and we may set off for any outstanding debts, fees, or other amounts that you owe to us under this Event Organizer Agreement or any other agreement between you and Posh (“Affiliated Agreement”), including Chargeback Costs, refunds, returns, discounts, credits, 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 owe to us under this Event Organizer 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 15 “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 Posh Service that are made to you, owed by you, or otherwise involve you as permitted and/or required by applicable laws and regulations.
      2. 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 (with such percentage being determined by us) to fund a reserve:
         
         1. At any time we determine is necessary based upon the level (or expected level) of refunds, disputed charges, Chargebacks, customer complaints, allegations of fraud, or changes in your credit profile or the relevant Event(s)’ risk profile(s); and
         2. As otherwise necessary to secure the performance of your obligations under this Event Organizer Agreement or any Affiliated Agreement, or to protect us against illegal, fraudulent, or improper activity.
         3. Our right to hold a reserve will continue following the completion of your applicable Event(s) and until either:
            
            1. You have discharged all obligations under this Event Organizer Agreement and any Affiliated Agreement and the applicable periods for refunds, disputed charges, Chargebacks, and complaints have passed; or
            2. You have otherwise provided us with adequate security (as determined by us) for your obligations under this Event Organizer Agreement and any other Affiliated Agreement, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.
         4. We may use any amounts that we hold in reserve to set-off amounts that you owe us, as detailed above under “Deductions and Setoffs.” 
10. Refunds.
    
    1. Handling Refunds, Disputes, and 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. For the avoidance of doubt, all Consumer Fees charged by Posh are non-refundable, unless required by applicable law or set forth in Posh’s Refund Policy.  

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.   

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.

2. Reimbursement by You. 

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

You must promptly and fully reimburse us upon demand for 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.   

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 Event Organizer 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 any 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 15 “Non-Exclusive Remedies and Collections.” As a reminder, Posh has offset rights that we can apply to payouts for related and unrelated Events to recover the amounts you owe.

3. Posh Fees. 

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

Subscriptions: You will not be refunded in connection with a downgrade or other change to your Subscription unless otherwise required by law.

If we determine that you are eligible for a refund for a certain Subscription, we may require you to unpublish Your Posh Events for which you used our Organizer Services and refund those Consumers before you receive a refund from us. Any refunds from us may be reduced pro-rata to reflect your use of the Organizer Services prior to the refund.

4. Process for Refunds.
   
   1. Refunds Are Your Responsibility:  Even though features of our Services may enable you to process refunds through the Posh Service, you have sole responsibility for all refunds to Consumers associated with Your Posh Event.  For the avoidance of doubt, unless otherwise required by law or set forth in Posh’s Refund Policy, all Consumer Fees are nonrefundable.
   2. Initiating Refunds: Refunds for Posh Payment Services must be initiated through Posh. Refunds for Posh Payment Services transactions must be processed through Posh.
   3. Primary Refund Sources:  You will issue refunds to Consumers either by using backup funding sources within the Posh Service (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. 
   4. 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 Posh Service and you will have sole responsibility for meeting your refund obligations under this Event Organizer Agreement and your refund policy. In such cases, you may refund through a method described below under “Credits and Alternative Accommodations.” 
   5. Payment Processing Deadlines for Refunds; Manual Refunds: For Posh Payment Services 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. 
   6. 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 Posh Service. 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.
   7. No Offline Refunds:  Unless otherwise instructed by us, no refunds will be made outside of the Posh platform (e.g. offline). 
   8. No Misuse of Refunds:  Posh Payment Services refund transactions may only be used for bona fide Event refunds, and not for other activity such as money transfers, including cash advance transactions.
   9. Refunds Processed by Posh:  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 refund.
   10. Notification to Consumers:  You must notify Consumers through the “Posh Emails to Attendees” tool of the Event cancellation or nonperformance as soon as reasonably possible and prior to the Event start time.
   11. 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. Unless you have a No Refunds policy, you will allow Consumers to request a refund through the Posh platform in accordance with the policy you select. If you cannot enable refund requests through the Posh platform because you have a No Refunds policy, then in the event that circumstances necessitate providing refunds, you will provide clear instructions and accurate contact information to Consumers so that Consumers can make refund requests. You will respond to all refund requests within a maximum of 5 business days. 
   12. 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.
   13. Credits and Alternative Accommodations:  If you are offering Consumers a credit or other accommodation to “make good” on your obligations instead of a purchase price refund and/or in the event of an inability to complete a purchase price refund, then (A) such credit or other accommodation must be of equal or greater value to the value of the ticket for the Event, and (B) such value and all terms applicable to such credit or other accommodation (including the period in which such credit or other accommodation must be used, if such limitations are permitted by applicable law) must be clearly communicated to the Consumers. You are solely responsible for issuing any credit or other accommodation. You are solely responsible for compliance with all applicable local, state, provincial, national and other laws, rules and regulations. You will be fully liable for the Chargeback Costs even if a credit, accommodation, or “other make good” refund is given and/or even if it is provided because a purchase price refund could not be completed. If you fail for any reason to honor a credit or other accommodation, including by failing to hold the related Event(s), we may exercise all rights under this Event Organizer Agreement, including the right to issue refunds to impacted Consumer(s) (to the extent we are able to do so) and to collect such sums directly from you. 
   14. Credits when Using Posh Payment Services:  This subsection applies to credits offered to Consumers who purchased through Posh Payment Services transactions. Any funds associated with a credit that is usable only for your future Events will be processed by us in the same manner as a refund from your account. We will process the credit on your behalf as part of the final settlement of the Event when the credit is used, as described in the terms for Posh Payment Services. A credit is “used” once the Consumer either attends the relevant concluded Event or fails to attend the relevant concluded Event. However, if you have established a redemption period and the credit is not used during the redemption period, the credit will be applied to your account and settled with your next scheduled payout, as long as you offered a substitute Event that was ticketed and completed during the established period.  

11. Taxes.
    
    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”).

If you do collect Taxes and use Posh Payment Services, then subject to Sections 11.2, 11.3, and 11.4, 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 input a tax registration number through the Services, 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. 

2. Request for Information. 

Despite what is stated in Section 11.1, 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 Posh Service. 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.

3. Collection by Posh. 

Despite what is stated in Section 11.1, we may, in certain jurisdictions, be required to collect and remit Taxes on your sales of tickets, registrations, and other items through our platform and/or Posh Fees to the Tax Authorities. In such jurisdictions, we will collect from you Taxes on Posh Fees, and you must pay such Taxes. We may, at our sole election, invoice you for Taxes on Posh Fees or withhold (from amounts we would otherwise pay to you) the amount of Taxes on Posh Fees. With the exception of Taxes on Posh Fees that we collect from you pursuant to this paragraph and Taxes collected and remitted pursuant to Section 11.2, 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 Posh Fees is available here.

4. 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.

12. Warranty Disclaimers
    
    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 POSH 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.

WE MAKE NO WARRANTY THAT THE DELIVERY OF ANY MATERIAL OR OTHER MESSAGES THROUGH THE MESSAGING SERVICE WILL BE COMPLETED OR COMPLETED WITHOUT DELAY. FOR CLARITY, YOU WILL NOT RECEIVE A REFUND FOR ANY DELAYS IN SENDING ANY MATERIAL OR OTHER MESSAGES THROUGH THE MESSAGING SERVICE.

2. 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.

13. Indemnification and Limitation of Liability
    
    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 Posh 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 losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your breach of this Event Organizer Agreement or unauthorized use of the Organizer Services; (ii) your unlawful use of the Organizer Services, including but not limited to your failure (or alleged failure) to comply with laws referenced in Section 6.2(d) of this Agreement related to your use of the Messaging Service; (iii) personal injury, property damage, or other damages or losses which are based upon or arise out of Your Posh Events; or (iv) your use of any Third Party Content. 

2. Limitation of Liability.

POSH’S TOTAL LIABILITY UNDER THIS EVENT ORGANIZER AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). IN NO EVENT WILL POSH BE LIABLE UNDER THIS EVENT ORGANIZER AGREEMENT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) RELATED TO THIS EVENT ORGANIZER 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 POSH 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 EVENT ORGANIZER AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Representations and Warranties.
    
    1. Authority. 

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

1. The entity you represent is properly organized and in good standing under applicable laws;
2. You have all the power and authority necessary to enter into this Event Organizer Agreement and to fulfill your obligations;
3. Entering into and performing under this Event Organizer Agreement will not cause you to breach any laws, rules, court orders, or other agreements that you must follow; and
4. You have the full authority and legal power to bind the entity you represent to this Event Organizer Agreement.

15. Non-Exclusive Remedies and Collections.
    
    1. Non-Exclusive Remedies. 

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

1. Interest on Overdue Amounts:  Overdue amounts that you owe under this Event Organizer 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:
   
   1. One percent (1%) per month, compounded monthly; or
   2. The maximum amount permitted by applicable law.
2. Setoffs and Invoices:  If you owe us any amounts under this Event Organizer Agreement or any Affiliated Agreement, we may, to the extent allowed by applicable law:
   
   1. Withhold and/or set-off any amounts that we would otherwise pay to you (as described in Section 9.2 “Deductions, Setoffs, and Reserves”); and/or
   2. Send an invoice to you for overdue amounts, to the extent that the amount we could withhold is insufficient to cover the amounts you owe us, in which case you will pay the invoice within thirty (30) days after the date of the invoice.
3. Non-Exclusive:  Our rights and remedies in this Event Organizer 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 Event Organizer Agreement, any Affiliated Agreements, other agreements, or otherwise). Our failure or delay in enforcing or exercising any right, remedy or provision of this Event Organizer Agreement will not be considered a waiver of those rights.   

2. Collections; Costs of Recovery. 

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 Event Organizer 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.

16. Miscellaneous
    
    1. Interpretation.

The headings and subheadings throughout this Event Organizer 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 Posh “may,” has the right, is permitted, is authorized, or is allowed to do something in this Event Organizer 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 Event Organizer Agreement may be made by us in our sole discretion. As used in this Event Organizer Agreement, “including” means “including, but not limited to.” When this Event Organizer 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. 

2. Entire Agreement.

Except as otherwise set forth herein, this Event Organizer 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 Event Organizer Agreement, other than any written agreement for Organizer Services between you and an authorized officer of Posh.

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.

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 Event Organizer Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Event Organizer Agreement, without such consent, will be null and void. Subject to the foregoing, this Event Organizer Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

5. No Relationship Created.

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

6. Dispute Resolution.

The Dispute Resolution terms set forth in Section 16 of the Terms of Service apply to this Event Organizer Agreement. 

7. Applicable Law and Jurisdiction.

For clarity, Exclusive Venue and Governing Law terms set forth in Section 17 of the Terms of Service apply to this Event Organizer Agreement.

‍

POSH Data Processing Addendum

THIS DATA PROCESSING ADDENDUM (“DPA”) is entered into as of the effective date of the Agreement by and between: (1) Posh Group Inc. (“Posh”); and (2) the entity or other person acting on behalf of an entity or in its business capacity, specifically excluding individuals acting solely in their private or personal capacity, who is a counterparty to the Agreement (as defined below) into which this DPA is incorporated and forms a part (“Event Organizer”), together the “Parties” and each a “Party”. Unless otherwise defined in this DPA, all capitalized terms in this DPA shall have the meaning given to them in the Agreement.

INTERPRETATION

In this DPA the following terms shall have the meanings set out in this Section 1, unless expressly stated otherwise:

“Agreement” means the Posh Master Service Agreement under which Posh has agreed to provide services to Event Organizer entered into by and between the Parties.

“Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to the Processing of the relevant Event Organizer Personal Data under the Agreement, including, without limitation, as applicable, the GDPR.

“Controller” means the entity that, alone or jointly with others, determines the purposes and means of the Processing of Personal Data, including, as applicable, any “business” as that term is defined by the CCPA.

“Event Organizer Personal Data” means any Personal Data Processed by Posh or its Sub-Processors on behalf of Event Organizer to perform the Services under the Agreement.

“Data Subject Request” means the exercise by a Data Subject of its rights in accordance with Data Protection Laws in respect of Event Organizer Personal Data and the Processing thereof.

“Data Subject” means the identified or identifiable natural person to whom Event Organizer Personal Data relates.

“EEA” means the European Economic Area.

“GDPR” means, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK GDPR”), including, in each case (i) and (ii) any applicable national implementing or supplementary legislation (e.g., the UK Data Protection Act 2018), and any successor, amendment or re-enactment, to or of the foregoing. References to “Articles” and “Chapters” of, and other relevant defined terms in, the GDPR shall be construed accordingly.

“Personal Data” means any information or data that constitutes “personal data,” “personal information,” “personally identifiable information” or similar term defined in applicable Data Protection Laws.

“Personal Data Breach” means an actual breach of Posh’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Event Organizer Personal Data in Posh’s possession, custody or control. For clarity, Personal Data Breach does not include unsuccessful attempts or activities that do not compromise the security of Event Organizer Personal Data (such as unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems).

“Personnel” means a person’s employees, agents, consultants or contractors.

“Process” and inflection thereof means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means the entity that Processes Personal Data on behalf of the Controller, including, as applicable, any “service provider” as that term is defined by the CCPA.

“Restricted Transfer” means the disclosure, grant of access or other transfer of Event Organizer Personal Data to any person located in: (i) in the context of the EEA, any country or territory outside the EEA which does not benefit from an adequacy decision from the European Commission (an “EU Restricted Transfer”); and (ii) in the context of the UK, any country or territory outside the UK, which does not benefit from an adequacy decision from the UK Government (a “UK Restricted Transfer”), which would be prohibited without a legal basis under Chapter V of the GDPR.

“SCCs” means the standard contractual clauses approved by the European Commission pursuant to implementing Decision (EU) 2021/914.

“Services” means those services and activities carried out by Posh for Event Organizer pursuant to the Agreement.

“Sub-Processor” means any third party appointed by or on behalf of Posh to Process Event Organizer Personal Data.

“Supervisory Authority” means any entity with the authority to enforce Data Protection Laws, including, (i) in the context of the EEA and the EU GDPR, shall have the meaning given to that term in the EU GDPR; and (ii) in the context of the UK and the UK GDPR, means the UK Information Commissioner’s Office.

“UK Transfer Addendum” means the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of the Mandatory Clauses included in Part 2 thereof.

SCOPE OF THIS DATA PROCESSING ADDENDUM

This DPA governs Posh’s Processing of Event Organizer Personal Data to provide the Services under the Agreement, for these Services Posh is a (Sub)-Processor in performing such Processing and Event Organizer is the Controller.

In respect of some Processing of Personal Data, including Event Organizer Personal Data, Posh may act as a Controller, for example, where Data Subjects have engaged with aspects of Posh’s applications and services beyond those relating to Event Organizer's event or for Posh’s own business/customer relationship administration purposes, its service analytics and enhancement purposes, its own marketing, its own targeted recommendations, or its own legal, regulatory or compliance purposes. With regard to such Processing, Posh is an independent Controller and not a joint Data Controller with Event Organizer. This DPA will not apply to such Processing. Event Organizer acknowledges and agrees that the Processing of Event Organizer Personal Data for the purposes set out in this Section 2.2 is compatible with the Processing to provide the Services and that all Data Subjects of the Event Organizer Personal Data are made aware of these purposes.

Annex 2 (European Annex) to this DPA applies only if and to the extent Posh’s Processing of Event Organizer Personal Data under the Agreement is subject to the GDPR.

PROCESSING OF EVENT ORGANIZER PERSONAL DATA

Posh shall not Process Event Organizer Personal Data other than on Event Organizer’s instructions, to provide the Services, or as required by applicable laws. Event Organizer instructs Posh to Process Event Organizer Personal Data as necessary to provide the Services to Event Organizer under and in accordance with the Agreement.

The Parties acknowledge and agree that the details of Posh’s Processing of Event Organizer Personal Data (including the respective roles of the Parties relating to such Processing) are as described in Annex 1 (Data Processing Details) to the DPA.

POSH PERSONNEL

Posh shall take commercially reasonable steps to ascertain the reliability of any Posh Personnel who Process Event Organizer Personal Data, and shall enter into written confidentiality agreements with all Posh Personnel who Process Event Organizer Personal Data that are not subject to professional or statutory obligations of confidentiality.

SECURITY

Posh shall implement and maintain technical and organizational measures in relation to Event Organizer Personal Data described in Exhibit A (Data Security Addendum) to the Agreement (the “Security Measures”), which are designed to protect Event Organizer Personal Data against a Personal Data Breach.

Posh may update the Security Measures from time to time, provided the updated measures do not materially decrease the overall protection of Event Organizer Personal Data.

SUB-PROCESSING

Event Organizer generally authorizes Posh to appoint Sub-Processors in accordance with this Section 6.

Posh may continue to use those Sub-Processors already engaged by Posh as at the date of this DPA (as those Sub-Processors are shown, together with their respective functions and locations, in the Sub-Processor list shown in [Annex 3 OR [INSERT URL]] (the “Sub-Processor List”)).

Posh shall give Event Organizer prior notice of the appointment of any proposed Sub-Processor, including reasonable details of the Processing to be undertaken by the Sub-Processor, by updating the effective date of the Sub-Processor List. If, within ten (10) days of the date of update, Event Organizer notifies Posh in writing of any objections (on reasonable grounds) to the proposed appointment:

Posh shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Sub-Processor; and

where: (i) such a change cannot be made within thirty (30) days from Posh’s receipt of Event Organizer’s notice; (ii) no commercially reasonable change is available; and/or (iii) Event Organizer declines to bear the cost of the proposed change, then either Party may by written notice to the other Party with immediate effect terminate the Agreement, either in whole or to the extent that it relates to the Services which require the use of the proposed Sub-Processor, as its sole and exclusive remedy. 

If Event Organizer does not object to Posh’s appointment of a Sub-Processor during the objection period referred to in Section 6.3, Event Organizer shall be deemed to have approved the engagement and ongoing use of that Sub-Processor.

With respect to each Sub-Processor, Posh shall maintain a written contract between Posh and the Sub-Processor that includes terms which offer at least a level of protection for Event Organizer Personal Data substantially similar to those set out in this DPA (including the Security Measures). Posh shall remain liable for any breach of this DPA caused by a Sub-Processor to the same extent as Posh would have been had it performed the Processing itself.

DATA SUBJECT RIGHTS

Posh, taking into account the nature of the Processing of Event Organizer Personal Data, shall provide Event Organizer with such assistance as may be reasonably necessary and technically feasible to assist Event Organizer in fulfilling its obligations to respond to Data Subject Requests, to the extent required by Data Protection Laws. If Posh receives a Data Subject Request, Event Organizer will be responsible for responding to any such request.

If required by applicable Data Protection Laws, Posh shall:

promptly notify Event Organizer if it receives a Data Subject Request; and

not respond to any Data Subject Request, other than to advise the Data Subject to submit the request to Event Organizer, except on the written instructions of Event Organizer or as required by Data Protection Laws.

Except to the extent prohibited by applicable law, Event Organizer shall be fully responsible for all time spent by Posh (at Posh’s then-current professional services rates) for Posh’s cooperation and assistance provided to Event Organizer under this Section 7, and shall on demand reimburse Posh any such costs incurred.

PERSONAL DATA BREACH

Posh shall notify Event Organizer without undue delay upon Posh’s determination that a Personal Data Breach has occurred affecting Event Organizer Personal Data. Posh shall provide Event Organizer with information (insofar as such information is within Posh’s possession and knowledge and does not otherwise compromise the security of any Personal Data Processed by Posh) to provide reasonable assistance to Event Organizer in meeting its obligations under the Data Protection Laws to report the Personal Data Breach. Posh’s notification of or response to a Personal Data Breach shall not be construed as Posh’s acknowledgement of any fault or liability with respect to the Personal Data Breach.

Posh shall reasonably co-operate with Event Organizer and take such commercially reasonable steps to assist in the investigation of any such Personal Data Breach.

Event Organizer is solely responsible for complying with notification laws applicable to Event Organizer and fulfilling any third-party notification obligations related to any Personal Data Breaches.

If Event Organizer determines that a Personal Data Breach must be notified to any Supervisory Authority, any Data Subject(s), the public or others under Data Protection Laws, to the extent such notice directly or indirectly refers to or identifies Posh, where permitted by applicable laws, Event Organizer agrees to:

notify Posh in advance; and

in good faith, consult with Posh and consider any clarifications or corrections Posh may reasonably recommend or request to any such notification, which: (i) relate to Posh’s involvement in or relevance to such Personal Data Breach; and (ii) are consistent with applicable laws.

RETURN AND DELETION

Except for Personal Data, including Event Organizer Personal Data with respect to which Posh acts as a Controller and subject to Sections 9.2 and 9.3, upon the date of cessation of any Services involving the Processing of Event Organizer Personal Data (the “Cessation Date”), Posh shall promptly cease all Processing of Event Organizer Personal Data for any purpose other than for storage or as otherwise permitted or required under this DPA.

Subject to Section 9.4, to the extent technically possible in the circumstances (as determined in Posh’s sole discretion), on written request to Posh (to be made no later than ten (10) days after the Cessation Date (“Post-cessation Storage Period”)), Posh shall within thirty (30) days of such request:

return a complete copy of all Event Organizer Personal Data within Posh’s possession to Event Organizer by secure file transfer, promptly following which Posh shall delete or anonymize all other copies of such Event Organizer Personal Data; or

either (at its option) delete or anonymize all Event Organizer Personal Data within POSH’S possession.

In the event that during the Post-cessation Storage Period, Event Organizer does not instruct Posh in writing to either delete or return Event Organizer Personal Data pursuant to Section 9.2, Posh shall promptly after the expiry of the Post-cessation Storage Period either (at its option) delete; or render anonymous, all Event Organizer Personal Data then within Posh’s possession to the fullest extent technically possible in the circumstances.

Posh may retain Event Organizer Personal Data where permitted or required by applicable law, for such period as may be required by such applicable law, provided that Posh shall:

maintain the confidentiality of all such Event Organizer Personal Data; and

Process the Event Organizer Personal Data only as necessary for the purpose(s) specified in the applicable law permitting or requiring such retention.  

AUDIT RIGHTS

Upon Event Organizer’s request, Posh shall make available to Event Organizer, or a third-party auditor instructed by Event Organizer, once a year, information regarding Posh’s compliance with this DPA and Data Protection Laws.

In the event that Event Organizer (acting reasonably) is able to provide documentary evidence that the information made available by Posh is not sufficient in the circumstances to demonstrate Posh’s compliance with this DPA, Posh shall allow for and contribute to audits, including on-premise inspections, by Event Organizer or an auditor mandated by Event Organizer in relation to the Processing of Event Organizer Personal Data by Posh.

Prior to conducting any audit, Event Organizer must submit a detailed proposed audit plan providing for the confidential treatment of all information exchanged in connection with the audit and any reports regarding the results or findings thereof. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Posh will review the proposed audit plan and provide Event Organizer with any concerns or questions (for example, any request for information that could compromise Posh’s security, privacy, employment or other relevant policies). Posh will work cooperatively with Event Organizer to agree on a final audit plan. Before any information or audit is provided, the Parties shall mutually agree on the scope, timing, and duration of such audit. The Event Organizer shall ensure that each of its mandated auditors uses its best efforts to avoid causing any disruption to Posh’s equipment, personnel, data, and business (including any interference with the confidentiality or security of the data of Posh’s other Event Organizers or the availability of Posh’s Service to such other Event Organizers). Event Organizer shall bear all the costs associated with the audit. 

Posh may deny the exercise of audit rights: i) if Event Organizer has not given Posh thirty (30) days prior written notice of the intention to carry out any audit; ii) to any auditor that Posh has not approved; iii) to any individual unless he or she presents reasonable evidence of identity and authority to Posh; iv) if the auditor does not enter into a non-disclosure agreement with Posh; v) where, and to the extent that Posh considers the audit performance is capable of constituting a material interference with confidentiality, data security and business hours at the premises in question; vi) on more than 1 occasion in each period of 12 months, unless in case of an audit performed as a consequence of a Personal Data Breach or that is conducted by a Supervisory Authority. 

Nothing in this DPA shall require Posh to furnish more information about its Sub-Processors in connection with such audits than such Sub-Processors make generally available to their Event Organizers. Nothing in this Section 10 shall be construed to obligate Posh to breach any duty of confidentiality.

EVENT ORGANIZER’S RESPONSIBILITIES

Event Organizer agrees that, without limiting Posh’s obligations under Section 5 (Security), Event Organizer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to maintain a level of security appropriate to the risk in respect of the Event Organizer Personal Data; (b) securing the account authentication credentials, systems and devices Event Organizer uses to access the Services; (c) securing Event Organizer’s systems and devices that Posh uses to provide the Services; and (d) backing up Event Organizer Personal Data.

Except where stated otherwise in the Agreement, Event Organizer shall ensure:

that there is, and will be throughout the term of the Agreement, a valid legal basis for the Processing by Event Organizer Personal Data in accordance with this DPA and the Agreement (including, any and all instructions issued by Event Organizer from time to time in respect of such Processing) for the purposes of all Applicable Data Protection Laws (including Article 6, Article 9(2) and/or Article 10 of the GDPR (where applicable)); and

that all Data Subjects have (i) been presented with all required notices and statements (including as required by Article 12-14 of the GDPR (where applicable)); and (ii) provided all required consents, in each case (i) and (ii) relating to the Processing by Posh of Event Organizer Personal Data.

Event Organizer agrees that the Service, the Security Measures, and Posh’s commitments under this DPA are adequate to meet Event Organizer’s needs, including with respect to any security obligations of Event Organizer under Data Protection Laws, and provide a level of security appropriate to the risk in respect of the Event Organizer Personal Data.

Event Organizer shall not use the Services to collect or otherwise make available to Posh any Event Organizer Personal Data that contains any sensitive data, including, any restricted data as defined in Section 7.2 of the Agreement or any other information that falls within any special categories of personal data (as defined in GDPR) (together, “Restricted Data”).

LIABILITY

The total aggregate liability of either Party towards the other Party, howsoever arising, under or in connection with this DPA and the SCCs (if and as they apply) will under no circumstances exceed any limitations or caps on, and shall be subject to any exclusions of, liability and loss agreed by the Parties in the Agreement; provided that, nothing in this Section 12 will affect any person’s liability to Data Subjects under the third-party beneficiary provisions of the SCCs (if and as they apply).

CHANGE IN LAWS

Posh may on notice vary this DPA to the extent that (acting reasonably) it considers necessary to address the requirements of Data Protection Laws from time to time, including by varying or replacing the SCCs in the manner described in Paragraph 3.3 of Annex 2 (European Annex).

INCORPORATION AND PRECEDENCE

This DPA shall be incorporated into and form part of the Agreement.

In the event of any conflict or inconsistency between:

this DPA and the Agreement, this DPA shall prevail; and

any SCCs entered into pursuant to Paragraph 2 of Annex 2 (European Annex) and this DPA and/or the Agreement, the SCCs shall prevail in respect of the Restricted Transfer to which they apply.

Data Processing Details

POSH / ‘DATA IMPORTER’ DETAILS

Name:

Posh Group Inc.

Address:

• 40 Crosby St Floor 4, New York, NY, 10013
• Contact Details for Data Protection:

• Role: Privacy Support Team
• Email: [email protected]

POSH Activities:

Provision of the Services by Posh under the Agreement.

Role:

Processor

EVENT ORGANIZER / ‘DATA EXPORTER’ DETAILS

Name:

The entity or other person who is a counterparty to the Agreement.

Address:

Event Organizer’s address is the address shown in the Agreement entered into by and between the Event Organizer and Posh; or if the Agreement does not include the address, the Event Organizer’s principal business trading address unless otherwise notified to [email protected].

Contact Details for Data Protection:

Event Organizer’s contact details are:

• the contact details shown in the Agreement; or
• Event Organizer’s contact details shown in the Agreement entered into by and between the Event Organizer and Posh; or if the Agreement does not include the contact details, the Event Organizer’s general business contact details unless otherwise notified to [email protected].

Event Organizer Activities:

Event Organizer’s activities relevant to this DPA are the use and receipt of the Services under and in accordance with, and for the purposes anticipated and permitted in, the Agreement as part of its ongoing business operations.

Role:

• Controller – in respect of any Processing of Event Organizer Personal Data in respect of which Event Organizer is a Controller in its own right; and
• Processor – in respect of any Processing of Event Organizer Personal Data in respect of which Event Organizer is itself acting as a Processor on behalf of any other person (including its affiliates if and where applicable).

Categories of Data Subjects:

Relevant Data Subjects include:

• Event Organizer’s Staff (as defined below).
• Event Organizer’s own customers, clients, (sub-)licensees, event attendees.

Where any of the above is a business or organisation, it includes their staff, namely, employees and non-employee workers; students, interns, apprentices and volunteers; directors and officers; advisers, consultants, independent contractors, agents and autonomous, temporary or casual workers, together with applicants and candidates for any one or more of the foregoing roles or positions (collectively, “Staff”).

Each category includes current, past and prospective Data Subjects.

Categories of Personal Data:

Relevant Personal Data includes:

• Contact data, such as first and last name, salutation, email address, billing and mailing addresses, and phone number.
• Demographic data, such as city, state, country of residence, and postal code.
• Profile data, such as the username and password that may be set to establish an online account on the Service, biographical details, photograph or picture, links to profiles on social networks, interests, phone number, preferences, and any other information that may be added to an account profile.  
• Marketing data, such as Data Subject’s preferences for receiving marketing communications and details about Data Subject’s engagement.
• Payment data, such as payment card information needed to complete transactions.
• Transactional data, such as information relating to or needed to complete orders on or through the Service, including order numbers and transaction history.
• User-generated content data, such as photos, images, music, videos, comments, questions, messages, works of authorship, information about attendance at events, and other content or information that Data Subjects generate, transmit, or otherwise make available on the Service. 
• Contacts data, with Data Subjects’ opt-in consent, Data Subjects may choose to provide the Service with access to Data Subjects’ contacts.
• Event data, such as information relating to or needed to complete the creation of an event, including the name of the Event Organizer’s event, the name and address of the venue where the event is hosted, features of the event, registered attendees of the event, and a description of the event.
• Business details data, such as Event Organizer’s business website, industry, terms of service link, representative name and email address, date of birth, bank account number, and other information provided in connection with organizing an event.
• Government-issued identification number data, such as national identification number (e.g., Social Security Number or tax identification number), which is collected by Posh’s payment processor, Stripe, if Event Organizer chooses to participate in the Event Organizer onboarding process.
• Capital advance data, such as information Event Organizer provides when applying for and/or participate in Posh’s capital advance program, including information about Event Organizer and/or Event Organizer’s company, the capital advance Event Organizer requests, stated income, economic standing, bank account numbers, or bank statements, which is collected by Posh’s financial partner, Plaid.
• Other data not specifically listed here, which Event Organizer decides to collect of event attendees outside of what Posh normally collects (Event Organizer shall not collect Restricted Data as set out in Section 11.4 of the DPA).

Sensitive Categories of Data, and associated additional restrictions/safeguards:

Categories of sensitive data:

None – as noted in Section 11.4 of the DPA, Event Organizer agrees that Restricted Data, which includes ‘sensitive data’ (as defined in Clause 8.7 of the SCCs), must not be submitted to the Services and Event Organizer shall be liable for any Restricted Data that it does submit.

Additional safeguards for sensitive data:

N/A

Frequency of transfer:

Ongoing – as initiated by Event Organizer in and through its use, or use on its behalf, of the Services.

Nature of the Processing:

Processing operations required in order to provide the Services in accordance with the Agreement.

Purpose of the Processing:

Event Organizer Personal Data will be processed:

• as necessary to provide the Services as initiated by Event Organizer in its use thereof,
• to comply with any other reasonable instructions provided by Event Organizer in accordance with the terms of this DPA, and 
• to test, improve, develop, optimize and maintain the Services.

Duration of Processing / Retention Period:

For the period determined in accordance with the Agreement and DPA, including Section 9 of the DPA.

Transfers to (sub)processors:

Transfers to Sub-Processors are as, and for the purposes, described from time to time in the Sub-Processor List.

European Annex

PROCESSING OF EVENT ORGANIZER PERSONAL DATA

Where Posh receives an instruction from Event Organizer that, in its reasonable opinion, infringes the GDPR, Posh shall inform Event Organizer.

Event Organizer acknowledges and agrees that any instructions issued by Event Organizer with regards to the Processing of Event Organizer Personal Data by or on behalf of Posh pursuant to or in connection with the Agreement shall be in strict compliance with the GDPR and all other applicable laws.

DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Posh, taking into account the nature of the Processing and the information available to Posh, shall provide reasonable assistance to Event Organizer, at Event Organizer’s cost, with any data protection impact assessments and prior consultations with Supervisory Authorities which Event Organizer reasonably considers to be required of it by Article 35 or Article 36 of the GDPR, in each case solely in relation to Processing of Event Organizer Personal Data by Posh.

Except to the extent prohibited by applicable law, Event Organizer shall be fully responsible for all time spent by Posh (at Posh’s then-current professional services rates) in Posh’s provision of any cooperation and assistance provided to Event Organizer under Paragraph 2.1, and shall on demand reimburse Posh any such costs incurred by Posh.

RESTRICTED TRANSFERS

EU Restricted Transfers

To the extent that any Processing of Event Organizer Personal Data under this DPA involves an EU Restricted Transfer from Event Organizer to Posh, the Parties shall comply with their respective obligations set out in the SCCs, which are hereby deemed to be:

populated in accordance with Part 1 of Attachment 1 to Annex 2 (European Annex); and

entered into by the Parties and incorporated by reference into this DPA.

UK Restricted Transfers

To the extent that any Processing of Event Organizer Personal Data under this DPA involves a UK Restricted Transfer from Event Organizer to Posh, the Parties shall comply with their respective obligations set out in the SCCs, which are hereby deemed to be:

varied to address the requirements of the UK GDPR in accordance with UK Transfer Addendum and populated in accordance with Part 2 of Attachment 1 to Annex 2 (European Annex); and

entered into by the Parties and incorporated by reference into this DPA.

Adoption of new transfer mechanism

Posh may on notice vary this DPA and replace the relevant SCCs with:

any new form of the relevant SCCs or any replacement therefor prepared and populated accordingly (e.g., standard data protection clauses adopted by the European Commission for use specifically in respect of transfers to data importers subject to Article 3(2) of the EU GDPR); or

another transfer mechanism, other than the SCCs, that enables the lawful transfer of Event Organizer Personal Data to Posh under this DPA in compliance with Chapter V of the GDPR.

Provision of full-form SCCs

In respect of any given Restricted Transfer, if requested of Event Organizer by a Supervisory Authority, Data Subject or further Controller (where applicable) – on specific written request (made to the contact details set out in Annex 1 (Data Processing Details); accompanied by suitable supporting evidence of the relevant request), Posh shall provide Event Organizer with an executed version of the relevant set(s) of SCCs responsive to the request made of Event Organizer (amended and populated in accordance with Attachment 1 to Annex 2 (European Annex) in respect of the relevant Restricted Transfer) for countersignature by Event Organizer, onward provision to the relevant requestor and/or storage to evidence Event Organizer’s compliance with Data Protection Laws.

Operational clarifications

When complying with its transparency obligations under Clause 8.3 of the SCCs, Event Organizer agrees that it shall not provide or otherwise make available, and shall take all appropriate steps to protect, Posh’s and its licensors’ trade secrets, business secrets, confidential information and/or other commercially sensitive information.

Where applicable, for the purposes of Clause 10(a) of Module Three of the SCCs, Event Organizer acknowledges and agrees that there are no circumstances in which it would be appropriate for Posh to notify any third-party controller of any Data Subject Request and that any such notification shall be the sole responsibility of Event Organizer.

For the purposes of Clause 15.1(a) of the SCCs, except to the extent prohibited by applicable law and/ or the relevant public authority, as between the Parties, Event Organizer agrees that it shall be solely responsible for making any notifications to relevant Data Subject(s) if and as required.

The terms and conditions of Section 6 of the DPA apply in relation to Posh’s appointment and use of Sub-Processors under the SCCs. Any approval by Event Organizer of Posh’s appointment of a Sub-Processor that is given expressly or deemed given pursuant to that Section 6 constitutes Event Organizer’s documented instructions to effect disclosures and onward transfers to any relevant Sub-Processors if and as required under Clause 8.8 of the SCCs.

The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in Section 10 of the DPA.

Certification of deletion of Personal Data as described in Clauses 8.5 and 16(d) of the SCCs shall be provided only upon Event Organizer’s written request.

• Attachment 1
  
  To Annex 2 (European Annex)

POPULATION OF SCCs

Note

• In the context of any EU Restricted Transfer, the SCCs populated in accordance with Part 1 of this Attachment 1 are incorporated by reference into and form an effective part of the DPA (if and where applicable in accordance with Paragraph 3.1 of Annex 2 (European Annex) to the DPA).
• In the context of any UK Restricted Transfer, the SCCs as varied by the UK Transfer Addendum and populated in accordance with Part 2 of this Attachment 1 are incorporated by reference into and form an effective part of the DPA (if and where applicable in accordance with Paragraph 3.2 of Annex 2 (European Annex) to the DPA).

: POPULATION OF THE SCCs

• SIGNATURE OF THE SCCs:

Where the SCCs apply in accordance with Paragraph 3.1 of Annex 2 (European Annex) to the DPA each of the Parties is hereby deemed to have signed the SCCs at the relevant signature block in Annex I to the Appendix to the SCCs.

MODULES

The following modules of the SCCs apply in the manner set out below (having regard to the role(s) of Event Organizer set out in Attachment 1 to Annex 2 (European Annex) to the DPA):

Module Two of the SCCs applies to any EU Restricted Transfer involving Processing of Event Organizer Personal Data in respect of which Event Organizer is a Controller in its own right; and/or

Module Three of the SCCs applies to any EU Restricted Transfer involving Processing of Event Organizer Personal Data in respect of which Event Organizer is itself acting as a Processor on behalf of any other person.

POPULATION OF THE BODY OF THE SCCs

For each Module of the SCCs, the following applies as and where applicable to that Module and the Clauses thereof:

The optional ‘Docking Clause’ in Clause 7 is not used and the body of that Clause 7 is left intentionally blank.

In Clause 9:

OPTION 2: GENERAL WRITTEN AUTHORISATION applies, and the minimum time period for advance notice of the addition or replacement of Sub-Processors shall be the advance notice period set out in Section 6.3 of the DPA; and

OPTION 1: SPECIFIC PRIOR AUTHORISATION is not used and that optional language is deleted; as is, therefore, Annex III to the Appendix to the SCCs.

In Clause 11, the optional language is not used and is deleted.

In Clause 13, all square brackets are removed and all text therein is retained.

In Clause 17:

OPTION 1 applies, and the Parties agree that the SCCs shall be governed by the law of Ireland in relation to any EU Restricted Transfer; and

OPTION 2 is not used and that optional language is deleted.

For the purposes of Clause 18, the Parties agree that any dispute arising from the SCCs in relation to any EU Restricted Transfer shall be resolved by the courts of Ireland, and Clause 18(b) is populated accordingly.

In this Paragraph 5, references to “Clauses” are references to the Clauses of the SCCs.

POPULATION OF ANNEXES TO THE APPENDIX TO THE SCCs

Annex I to the Appendix to the SCCs is populated with the corresponding information detailed in Annex 1 (Data Processing Details) to the DPA, with:

Event Organizer being ‘data exporter’; and

Posh being ‘data importer’.

Part C of Annex I to the Appendix to the SCCs is populated as below:

The competent supervisory authority shall be determined as follows:

• Where Event Organizer is established in an EU Member State: the competent supervisory authority shall be the supervisory authority of that EU Member State in which Event Organizer is established.
• Where Event Organizer is not established in an EU Member State, Article 3(2) of the GDPR applies and Event Organizer has appointed an EU representative under Article 27 of the GDPR: the competent supervisory authority shall be the supervisory authority of the EU Member State in which Event Organizer’s EU representative relevant to the processing hereunder is based (from time-to-time).
• Where Event Organizer is not established in an EU Member State, Article 3(2) of the GDPR applies, but Event Organizer has not appointed an EU representative under Article 27 of the GDPR: the competent supervisory authority shall be the supervisory authority of the EU Member State notified in writing to Posh’s contact point for data protection identified in Attachment 1 to Annex 2 (European Annex) to the DPA, which must be an EU Member State in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behavior is monitored, are located.

Annex II to the Appendix to the SCCs is populated as below:

General:

• Please refer to Section 5 of the DPA and Exhibit A (Data Security Addendum) to the Agreement.
• In the event that Event Organizer receives a Data Subject Request under the EU GDPR and requires assistance from Posh, Event Organizer should email Posh’s contact point for data protection identified in Annex 1 (Data Processing Details) to the DPA.

Sub-Processors: When Posh engages a Sub-Processor under these Clauses, Posh shall enter into a binding contractual arrangement with such Sub-Processor that imposes upon them data protection obligations which, in substance, meet or exceed the relevant standards required under these Clauses and the DPA – including in respect of:

• applicable information security measures;
• notification of Personal Data Breaches to Posh;
• return or deletion of Event Organizer Personal Data as and where required; and engagement of further Sub-Processors.

Supplementary Measures:

• To the extent permitted by applicable laws, each Party shall notify the other Party promptly in writing of any subpoena or other judicial or administrative order by a public authority or proceeding seeking access to or disclosure of Personal Data. Such notification shall, to the extent permitted by applicable laws, include details regarding the Data Subject concerned, Personal Data requested, the requesting authority, the legal basis for the request, and any responses provided. 
• Where Posh receives such request, Event Organizer shall have the right to defend such legal challenge in lieu of and/or on behalf of Posh to the extent permitted by applicable laws. Event Organizer may, if it so chooses, seek a protective order. Posh shall reasonably cooperate with Event Organizer in such defense.  
• To the extent permitted by applicable laws, each Party shall not disclose the Personal Data requested until all reasonable challenges to the request have been exhausted and shall provide the minimum of information permissible when responding to an order to disclose the Personal Data. 
• Where the notifying Party is prohibited from satisfying Section 1 of the Supplementary Measures under applicable laws, the notifying Party shall use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. Posh agrees to document its best efforts in order to be able to demonstrate them on request of Event Organizer.
• Where a Party becomes aware of any direct access by public authorities to Personal Data (including the reasonable suspicion thereof), this Party shall promptly notify the other Party with all information available, unless otherwise prohibited by applicable laws.
• Posh represents and warrants that (i) Posh has not purposefully created backdoors or similar programming that could be used to access its systems or Personal Data, (ii) Posh has not purposefully created or changed its business processes in a manner that facilitates access to its systems or to Personal Data by public authorities and shall not voluntarily cooperate with public authorities in relation to the same, and (iii) no applicable law or government policy to which Posh is subject requires Posh to create or maintain backdoors or to facilitate access to Personal Data or systems or for Posh to be in possession of any corresponding encryption keys. 

: UK RESTRICTED TRANSFERS

• UK TRANSFER ADDENDUM

Where relevant in accordance with Paragraph 3.2 of Annex 2 (European Annex) to the DPA, the SCCs also apply in the context of UK Restricted Transfers as varied by the UK Transfer Addendum in the manner described below –

Part 1 to the UK Transfer Addendum. As permitted by Section 17 of the UK Transfer Addendum, the Parties agree:

Tables 1, 2 and 3 to the UK Transfer Addendum are deemed populated with the corresponding details set out in Annex 1 (Data Processing Details) and the foregoing provisions of this Attachment 1 (subject to the variations effected by the Mandatory Clauses described in (b) below); and

Table 4 to the UK Transfer Addendum is completed by the box labelled ‘Data Importer’ being deemed to have been ticked.

Part 2 to the UK Transfer Addendum. The Parties agreed to be bound by the Mandatory Clauses of the UK Transfer Addendum.

In relation to any UK Restricted Transfer to which they apply, where the context permits and requires, any reference in the DPA to the SCCs, shall be read as a reference to those SCCs as varied in the manner set out in Paragraph 6.4 of this Part 2.

Sub-Processors