Merchant Agreement

Last updated 18 July 2023.

This Merchant Agreement and the rights and obligations contained in it are in addition to and are incorporated into our Terms of Service (“Terms of Service”). Nothing in this Merchant Agreement will be interpreted to limit, change, or waive any terms of the Terms of Service or our Privacy Policy. However, if there is any inconsistency between the Terms of Service and this Merchant Agreement, this Merchant Agreement will control.

Capitalized terms that are not defined in this Merchant Agreement have the definition provided in the Terms of Service. In addition, the headings and subheadings throughout this Merchant Agreement, including the italicized text following each, are for convenience only and will not restrict or affect any provisions, and are not legal guidance.

When we say Coral “may,” has the right, is permitted, is authorized, or is allowed to do something in this Merchant Agreement, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under this Merchant Agreement may be made by us at our sole discretion.

As used in this Merchant Agreement, “including” means “including, but not limited to.” When this Merchant Agreement says that you “will” take an action, this means that you are agreeing to take the action and that you must take that action.

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

1. Who we are

1. Our company

Coral AB is a Swedish limited liability company with its principal place of business at Torbjörn klockares gata 18A, Stockholm, 113 30, Sweden. Reg No: 559426-7865.

1.2 Services we provide

We provide you and other Organizers a platform to sell and receive payment for tickets, memberships, and merchandise (the “Payment Services”). For clarity, Payment Services, among other types of Services, are included in the meaning of “Services” under the Terms of Service.

Tickets, memberships, and merchandise are collectively referred to as “Items”.

2. The Merchant Agreement. This is what you are agreeing to.

This Merchant Agreement sets the terms and conditions for your use of the Payment Services. Users of our Payment Services may be collectively referred to in this Merchant Agreement as “you” or “your.”

By using the Payment Services or registering as an Organizer, you are agreeing to the terms and conditions of this Merchant Agreement, the Terms of Service, and our Privacy Policy, without modification, and entering into a binding contract with us that governs our Payment Services and your use of the Payment Services. Do not use the Payment Services or register as an Organizer if you do not agree to this Merchant Agreement, the Terms of Service, or our Privacy Policy.

3. Eligibility

3.1 Eligibility. Please make sure you’re eligible before using our Payment Services.

To use the Payment Services, you must: (a) have the authority to enter into this Merchant Agreement on your own behalf or on behalf of the entity using the Payment Services; and (b) comply with our Terms of Service and all applicable laws.

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 Payment Services, limit, suspend, or terminate your access to the Payment Services, and/or place transactional limits on payouts at any time, for any reason, with or without notice. We can also change these eligibility requirements at any time.

3.2 Additional Registration Data. We may need some additional information from you.

After registering for the Payment 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 Payment Services. You must: (a) promptly provide accurate and complete information and (b) regularly and quickly update this information to make sure it remains accurate and complete.

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

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

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

You are not entitled to receive any payments from 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 limit, suspend, or terminate your Coral account and/or your access to the Payment Services, and to withhold any payments otherwise due to you, if we believe that your Registration Data or Additional Registration Data is false, inaccurate, or incomplete.

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

4.1 Suspension and Termination. Reasons why we might need to suspend or terminate your access to the Payment Services.

We may limit, suspend, or terminate your ability to participate on the Coral Platform as an Organizer and/or 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 Merchant Agreement, the Terms of Service, or any other Coral policy applicable to you;
2. you do not make payments owed to us on time;
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 legal process seeking to attach or garnish any of your funds or property in our possession; or
5. we learn that you have granted a right to assignment of payments to any party, for any reason.

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

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

4.3 Effect of Termination. Let’s make sure we each have what we’re owed.

If either party terminates this Merchant Agreement, 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 7.2 “Deductions, Setoffs, and Reserves,” to make sure that there are no 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.

4.4 Continued Obligations. Some terms will still be effective even after termination.

All provisions of this Merchant Agreement that by their nature should survive termination of this Merchant Agreement will survive (including your obligations related to refunds and payments).

5. Transaction Fees.

5.1 The Stripe Fee

When accepting payments through Coral’s payment processing system ("Coral Pay"), Stripe (defined below) will charge a fee per transaction (the "Stripe Fee"). The Stripe Fee can be found on Stripe’s pricing page. Stripe may change or update the terms of the Stripe Fee at any time, for any reason.

5.2 The Coral fee

In addition, we will charge a fee per transaction (the "Coral Fee"). The Coral Fee can be found on our pricing page. We reserve the right to change or update the terms of the Coral Fee at any time, for any reason.

6. Accepting payments through Coral.

6.1 Payment Processor Partners. We partner with third-party payment processors to facilitate your transactions.

As part of the Payment Services, we provide tools to help you sell Items to Users. To facilitate payments for you, we partner with third-party payment processors and/or Merchant acquirers (“Payment Processor Partners”).

You and we are subject to the rules and regulations of our Payment Processor Partners. In certain cases, you may be required to enter into separate agreements with our partners (“Payment Processor Agreements”) to receive payments.

Stripe Inc (“Stripe”) is one of our Payment Processor Partners that may facilitate payment processing services for you. When you agree to this Merchant Agreement or continue to operate as an Organizer on Coral, you also agree to the Stripe Terms of Service and all other applicable Stripe policies. For us to enable payment processing services through Stripe, you must provide us with true, accurate, and complete information about you and your organization and grant us permission to share this information, and all information concerning the transactions you process, with Stripe.

6.2 About Coral Pay. This is the standard payment processing method.

When you use Coral Pay, we act as your Stripe partner to facilitate payment transactions on your behalf using our Payment Processor Partners.

As a Stripe partner, your Stripe account is connected to our Coral Stripe account, but Coral does not act as an intermediary payments agent. Stripe is responsible for processing all funds, and the funds are paid out from Stripe to you directly.

In exchange for using Coral Pay, you will pay us the Coral Fee for each Item for facilitating the transaction.

To use Coral Pay, you must set up an account on stripe.com and it must be done using the dedicated function inside our app in order for your Stripe account to be connected to our Coral Stripe account.

The net funds you are entitled to receive after Fees, as well as Other Deductions and Setoffs (defined below), if applicable, are defined as your “Proceeds”.

6.3 Accepted payment methods. These are the ways Users can pay with Coral Pay

Our Payment Processor Partners allow you to accept payments from card-based payment networks, such as Visa® and MasterCard® (collectively, the "Card Schemes").

6.4 Payouts. How often your Proceeds will be paid out.

Your Proceeds are paid out by Stripe to your Stripe account immediately when a purchase is made.

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.

6.5 Payout Methods. These are the ways in which Coral Pay users can receive payouts.

Coral Pay users can receive their payouts from Stripe via their Stripe account.

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.

6.6 Transaction Limits. We may need to set transaction limits for security reasons.

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

6.7 Currencies. We only handle certain currencies and do not provide currency conversion services.

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.

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

We will deduct the following from the Proceeds:

1. Coral Fees;
2. Stripe Fees;
3. amounts for returns, refunds, discounts, and credits.

You will only be entitled to payments of the amount of your sales after these deductions have been made. Additionally, we may deduct all other deductions authorized under this Merchant Agreement and we may set off for any debts, fees, or other amounts that you owe to us under this Merchant Agreement, including refunds, Research Fees, reserves, and customer complaints ("Other Deductions and Setoffs”). We are not liable to you for any claims resulting from our decision to make Other Deductions and Setoffs.

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

6.9 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.

6.10 Payment Scheme Rules. You must always comply with the rules of the payment networks that you use.

You must comply with the rules and regulations published by the Card Schemes (the “Payment Scheme Rules”).

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

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

7. Roles and Relationships.

7.1 Our Role. We serve as your Stripe partner and, as such, have no contractual agreement with your Users for Items you sell on our Platform. We do not provide financial services or a store of value.

Coral serves as a Stripe partner between you and your Users. All Items listed and sold by you on our Platform represent a contractual agreement between you and your Users alone. We have no contractual obligation with your Users for the delivery or performance of any Items you list or sell on the Platform, and will not be held liable for any direct or indirect damages arising from the failure of delivery or performance of your Items.

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 Coral Pay, serving as a limited payments facilitator as described above. Although we may show you a balance of Proceeds in your Coral account, that balance merely reflects the Proceeds collected by our Payment Processor Partners. This information does not constitute a deposit or other obligation of Coral or any Payment Processor Partners to you and is provided for reporting and informational purposes only. You are not entitled to, and have no ownership or other rights in the balance displayed, until applicable funds are paid out to you in accordance with this Merchant Agreement. You are not entitled to any interest or other compensation associated with such funds pending payout, whether processed through Coral Pay.

7.2 Your Obligations to Users. You will treat all payments you accept with Coral Pay the same as if the User paid you directly

When a User 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 User paid you directly. This means that you will sell or provide the User with all advertised goods and services as if you had received the funds directly from the User.

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

7.3 Confirmations. You will honor confirmed orders placed by Users through Coral.

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

7.4 Cancelations; Nonperformance. You are not entitled to payments in connection with canceled events.

We and our Payment Processor Partners are not required to make payments to you for any event that has been, or we believe is at risk of being, a Canceled Event. If we choose to issue full or partial payment to you for a Canceled Event, you will be fully responsible for refund requests.

8. Third-party sales and payment services.

You may use other third-party services, such as PayPal® or Swish to sell and/or accept payment for your tickets, memberships, and items (”Third-Party Transaction Services” or “TPTS”). You may provide links to TPTS on the Coral Platform so that users can finalize their purchase. However, if you choose to use a TPTS, you understand that we can’t offer you any order information or report of those transactions, as they occur outside of the Coral Platform.

Organizers using such a TPTS are bound by the applicable terms of use for that service. We are not responsible for the performance or nonperformance of the TPTS, and as such, can not be held liable for any damage arising from the use of TPTS.

9. Purchase Policy.

We provide a default Purchase Policy (”Purchase Policy”) for Organizers listing and selling Items on our Platform. Unless you choose to offer your own purchase policy, the terms set out in our default Purchase Policy will apply. You may provide your own purchase policy instead, as long as your policy offers Users better than, or equally good, terms as our default Purchase Policy.

10. Refunds.

As a limited payments facilitator, we have no contractual obligation to your Users for the Items you list or sell on our Platform. It is your responsibility to decide under what terms and conditions you will issue refunds. You are also responsible for the funding and processing of refunds. Regardless of what payment method is selected, all disputes regarding refunds are between you and your Users.

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.

Our default Purchase Policy includes terms for refunds. You may offer your own refund terms as long as you offer Users better than, or equally good, terms as our default Purchase Policy.

11. Taxes

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