1. Who We Are.
Welcome to Tangopolix! We are a marketing and event management platform dedicated to empowering the global tango community to discover and sign up for tango events easily. Through our platform, mobile app and services we enable people all over the world to publish, manage, search and register for tango festivals, tango marathons, encuentros milongueros, seminars, workshops, and any type of event related to tango.
1.2 The Services.
Tangopolix’s website and domain tangopolix.com, and all of the webpages, subdomains, and subparts of this website (collectively, our "Site"), all of the services available on or through the Site or otherwise provided by us, and our mobile application TGPX Pro (the "Application") are offered, maintained and provided by Tangopolix. We refer to all of these as our "Services". Tangopolix is the business name under which Daniel Mera de Agustin, registered as a Sole Trader in the United Kingdom with VAT number GB 259529855, trades as with its place of business at 272 Lymington Avenue, N22 6JN, London ("Tangopolix," "us," "we" or "our").
1.3 Organisers, Vendors and Attendees.
Through the Services, Tangopolix provides a simple and quick means for registered users who have been approved as event organisers by Tangopolix ("Organisers") to create event entries in Tangopolix’s event directory, an organiser profile and to promote those pages and events. In addition, Tangopolix also enables Organisers to sell tickets, registrations and/or vouchers related to their events (collectively, "Organiser Products") to users who wish to make purchases and/or registrations from or to such events ("Attendees"). We refer to Organisers who sell Organiser Products through the Services as "Vendors" (or "you").
2. Our Vendor Agreement.
The following policy sets forth the terms and conditions upon which Vendors can use the Services to create, promote and/or collect sales proceeds for an event selling tickets and/or registrations (this "Vendor Agreement"). By accepting the Terms of Service, you agree to the terms of this Vendor Agreement without modification and enter into a binding contract with Tangopolix, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for an event selling tickets and/or registrations.
2.2 Incorporation By Reference.
This Vendor Agreement and the rights and obligations contained in this Vendor Agreement are in addition to and are incorporated into the Terms of Service by reference. Nothing in this Vendor Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.
3. Additional Registration Information.
3.1 Additional Information.
Prior to start selling Organiser Products through the Services or at any time after having started such activity, you may be required by Tangopolix to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and its legal representative (if different from you), and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, entity address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers licence number, nationality, any Know Your Customer ("KYC") documentation required by MangoPay (as defined below) according to the Mangopay Payment Services Framework Contract, copies of government identification documents and other personal or business information related to yourself, the entity you represent or the legal representative of you entity. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services to sell Organiser Products. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.
3.2 Disclosure Authorization.
3.3 Failure to Provide.
We reserve the right to suspend your Tangopolix account or to withhold any amounts due to you in the event that we reasonably believe that your Personal Identification Information or Additional Registration Data is inaccurate or if you fail to provide all Personal Identification Information or Additional Registration Data within the time frames requested.
4. Payment Method; Payment Process.
(a) Payment Method.
All sales proceeds from ticket, registration and voucher sales solicited via the Services (collectively, "Event Registration Fees") are collected and processed by a third party payment service which is provided by Leetchi Corp SA, a licensed electronic money issuer ("MangoPay").
(b) MangoPay Wallet.
As a Vendor you agree that Tangopolix creates an electronic money account for you at MangoPay ("MangoPay Wallet") and you also agree to the Mangopay Payment Services Framework Contract. The electronic money deposited in your MangoPay Wallet is managed and operated by MangoPay and is ring fenced and segregated from other deposits made on other MangoPay Wallets in accordance with the Mangopay Payment Services Framework Contract.
(c) Independent Relationship.
Vendors and Attendees effect the applicable payment transaction through a third party service, which is provided by MangoPay, and are bound by the applicable terms and conditions governing such service ( detailed in the Mangopay Payment Services Framework Contract). Tangopolix accepts no obligation or liability with respect to the performance or nonperformance of such third party service.
(d) Tangopolix’s Role.
For the avoidance of doubt, Tangopolix does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to a Vendor. For convenience, Tangopolix shows you the balance held in your MangoPay Wallet in your profile page of the Site.
Upon an order being placed by an Attendee and confirmed through Tangopolix, Tangopolix generates a confirmation message, sets the order status to "confirmed" for such Attendee’s order and issues an electronic ticket containing a unique serial number for each of the Organiser Products purchased by the Attendee. All electronic tickets are issued with its status set to "assigned" and Vendor may change such status to "used" through the Services once the commitment has been fulfilled. Vendor agrees to unconditionally accept, honor and fulfill all ticketing, registration, and voucher commitments that have been confirmed by Tangopolix through the Services, and it is Vendor’s responsibility to verify an Attendee’s order status, electronic ticket status and/or any event restrictions prior to the applicable event.
Vendor agrees to pay Tangopolix all applicable service fees for each Organiser Product sold via the Services (the "Tangopolix Service Fee"). To the extent Vendor completes more than one (1) Payout (as defined below) per calendar month, Vendor also agrees to pay Tangopolix the additional fee (the "Withdrawal Fee") for each additional Payout in excess of one (1) during a particular calendar month, being the Withdrawal Fee not applicable to the first Payout in such calendar month (the "Withdrawal Fee Allowance"). The Tangopolix Service Fee and the Withdrawal Fee are agreed between each Vendor and Tangopolix on a case by case basis prior to the start of selling Organiser Products via the Services. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Vendor may from time to time request additional Services from Tangopolix, including without limitation, marketing and promotion services, on-site services, bespoke ticket design and dedicated support, which Tangopolix may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the "Ancillary Fees") will be disclosed to Vendor prior to Vendor’s acceptance of such Services. The Tangopolix Service Fee, the Withdrawal Fee and the Ancillary Fees are referred to herein as the "Fees."
Invoices for Fees are sent to Vendors no later than seven (7) days after the conclusion of the event for which the Fees have been incurred. All invoices are due and payable within thirty (30) days of delivery of the invoice.
4.2 Payment Processing.
Upon receipt of Additional Registration Data, Tangopolix will determine, in its discretion, whether you are qualified to sell Organiser Products through the Services. We may also require you to provide additional details or documentation at our discretion to ensure that MangoPay will be able to identify you to comply with its legal obligations. You may not qualify for such selling if your event is a Prohibited Event, you are a Prohibited Vendor and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 5.
(b) Payment Process.
Payment processing occurs directly through MangoPay. Event Registration Fees for your events minus any applicable Fees are deposited in your MangoPay Wallet. Vendor agrees that a payment made by an Attendee into Vendor’s MangoPay Wallet shall be considered the same as a payment made by an Attendee directly to Vendor and Vendor will sell or provide all advertised goods and services to the Attendee as if Vendor had directly received the Event Registration Fees from such Attendee, regardless of whether the corresponding balance in your MangoPay Wallet have yet to be withdrawn by you.
Vendor may withdraw any authorised balance from Vendor's MangoPay Wallet into your designated bank account ("Payout") by requesting MangoPay to initiate such transfer through the provided options for such purpose at the Site. Such Payouts will be made only to any of the bank accounts you provide to MangoPay through the Services. All Payouts are made by bank transfer and are subject to any applicable Fees. Vendor agrees that Tangopolix may not authorise the withdrawal of any sales proceeds that have been deposited in your Mangopay Wallet resulting from Event Registration Fees collected for your events during the last fourteen (14) days ("Retention Period"). Vendor acknowledges and agrees that to be able to withdraw a total amount in excess of a thousand (1000) Euros (or local currency equivalent) per legal year from Vendor’s MangoPay Wallet, Vendor must provide additional documents as described here that will be shared with MangoPay through the Services. In addition, Vendor acknowledges and agrees that Tangopolix may at any time (i) terminate or suspend Vendor’s capability of initiating Payouts through the Services; and/or (ii) alter the terms (i.e. Withdrawal Fee, Withdrawal Fee Allowance and Retention Period) of such Payouts made by Vendor. In addition, Vendor agrees that Tangopolix may demand back such Payouts (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in Vendor’s credit profile or the underlying event(s)’ risk profile, or breaches of the Terms of Service, including this Vendor Agreement. Upon receipt of notice of any such demand, Vendor shall thereupon promptly pay back to Tangopolix the portion of any such Payout demanded. Vendor acknowledges and agrees that Tangopolix has the right to withhold funds as set forth in Section 4.4(a) of this Vendor Agreement. Vendor also acknowledges and accepts its obligations under Section 4.2(f) and 4.3(c) of the Vendor Agreement, including its obligations to reimburse Tangopolix for refunds and credit card chargebacks.
(d) Appointment as Agent.
Vendor hereby appoints Tangopolix as Vendor's limited selling agent solely for the purpose of managing sales made to Attendees for such events through the Services and collect payments through MangoPay. Vendor agrees that in its role as limited agent, Tangopolix is authorized to (i) enable Attendees to transfer or upgrade a ticket and/or registration (if such transfers are permitted by Vendor during the event registration process); (ii) issue refunds to Attendees as set forth in Section 4.3 below; and (iii) manage credit card chargebacks as set forth in subsection (f) below. In accepting appointment as the limited agent of Vendor, Tangopolix assumes no liability for any acts or omissions of Vendor.
(e) Cancellations; Nonperformance.
No Payouts shall be made by Vendor with respect to any event that is cancelled. Tangopolix has the right to reject any Payout initiated by Vendor with respect to any event that is cancelled or with respect to which Tangopolix believes there is a risk of cancellation or nonperformance, unless Tangopolix receives adequate security (as determined by Tangopolix in its discretion) for Vendor’s obligations under this Vendor Agreement. If Payouts have already been made by a Vendor for a cancelled event, Vendor will immediately refund to a bank account designated by Tangopolix all such Payouts upon cancellation of such event for the purpose of effecting refunds if refunds are being made under the conditions set out in Section 4.3. In addition, vendor will also refund to Tangopolix any fees that MangoPay may impose to Tangopolix for such transaction.
(f) Chargebacks; Reversals.
Any credit card chargebacks or other transaction reversals initiated against Tangopolix or its affiliates for any reason (except to the extent they are caused solely by Tangopolix’s negligence or willful misconduct) with respect to a Vendor’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Tangopolix or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Vendor, and Vendor agrees that Tangopolix may deduct such reversed amount from the MangoPay Wallet of Vendor. If there are insufficient funds available in your MangoPay Wallet or this results in a negative balance of your MangoPay Wallet, you agree to promptly and fully reimburse Tangopolix for such amounts on demand. Failure to do so may result in Tangopolix either (i) suspending you from using the Services until such time as you deposit funds to restore your MangoPay Wallet to a positive balance and/or (ii) attempting debt recovery through other means. Tangopolix may also charge a reasonable fee to cover the costs involved in recovering these sums. As part of Tangopolix’s limited selling agency, Tangopolix will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Vendor and Vendor hereby authorizes Tangopolix to do so and agrees to use reasonable efforts to cooperate with Tangopolix in such re-presentment. However, Tangopolix shall have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Vendor’s refund policy or the provisions of Section 4.3(c) below. Both parties agree that Tangopolix’s loss of any chargeback that has been re-presented by Tangopolix shall not in any way limit Vendor’s obligation to reimburse Tangopolix and its affiliates under this paragraph.
Tangopolix only provides the ability to sell Organiser Products in certain currencies and for Vendors in certain locations listed here. In addition, sales proceeds deposited in your MangoPay Wallet as a result of collecting Event Registration Fees in a particular currency may only be withdrawn by Vendor in the currency in which they are collected. Tangopolix does not provide currency conversion services.
(a) Refund Policy and Process.
Vendor agrees to communicate a refund policy to Attendees with respect to each event posted on the Services that meets the requirements of the Attendee Refund Policy Requirements available here and to administer such policy in accordance with its terms and the Attendee Refund Policy Requirements. The Attendee Refund Policy Requirements are incorporated by reference into this Vendor Agreement. Refunds may be processed through Tangopolix in order to reimburse the funds into the card that was used by Attendee for such transaction to be refunded. Tangopolix shall collect the required balance for each refund from Vendor’s MangoPay Wallet. In the case that there are no sufficient funds in Vendor’s MangoPay Wallet to initiate the required refund, Vendor agrees to immediately restore any required funds into Vendor’s MangoPay Wallet via a bank transfer into the bank account designated by Tangopolix and also include an additional amount in such transfer that shall cover any fees that MangoPay may impose to Tangopolix for such transaction. Tangopolix may determine in its discretion not to process any refunds, in which case they will be processed directly by Vendor.
(b) Refund Disputes.
All disputes regarding refunds are between Vendor and its Attendees. In the event of a dispute, Tangopolix may try to mediate, but ultimately it is Vendor’s obligation to settle the dispute. Notwithstanding the foregoing Tangopolix shall have the right to make refunds on Vendor’s behalf as set forth in subsection (c) below.
(c) Mandatory Refunds.
Notwithstanding the foregoing, Vendor authorizes Tangopolix to make refunds in the following situations (i) Vendor specifically authorizes the refunds at the time; (ii) Tangopolix believes in its discretion that specific orders should be refunded under the Vendor’s posted refund policy or the Attendee Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation; (iii) Tangopolix believes in its discretion that the refund request, if not granted, will lead to a chargeback that Tangopolix is more likely than not to lose; (iv) Vendor failed to list a refund policy on the applicable page and Tangopolix believes in its discretion that a refund would be reasonable under the circumstances; (v) Tangopolix believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (vi) Tangopolix believes in its discretion that the order is a duplicate. Vendor also authorizes Tangopolix to make refunds of any and all orders (including those for unrelated events) if (A) Tangopolix believes in its discretion that Vendor has engaged in any fraudulent activity or made any misrepresentations; (B) Tangopolix believes in its discretion that there is substantial risk of nonperformance by Vendor with respect to the applicable event or future events; (C) Tangopolix believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) Tangopolix believes in its discretion that Vendor is a Prohibited Vendor (as defined below), has used the Services to process Prohibited Transactions (as defined below) or to manage Prohibited Events (as defined below) or that failing to make the refunds would otherwise expose Tangopolix to legal liability. Because all sales are ultimately made by Vendors, Vendor hereby agrees to promptly and fully reimburse Tangopolix and its affiliates upon demand for refunds that Tangopolix makes pursuant to this Vendor Agreement, other than to the extent that the necessity for such refunds are caused by Tangopolix’s negligence or willful misconduct. Vendor acknowledges and agrees that chargebacks will result in losses to Tangopolix in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Tangopolix is mitigating such losses and its damages with respect to Vendor’s breach of this Vendor Agreement.
4.4 Non-Exclusive Remedies; Taxes.
(a) Non-Exclusive Remedies.
In the event that Vendor fails to pay to Tangopolix any amount owed pursuant to the Terms of Service (including without limitation this Vendor Agreement) when due and following a late payment notice being delivered by Tangopolix, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Vendor to Tangopolix under the Terms of Service (including without limitation this Vendor Agreement), Tangopolix may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to Vendor, whether for a particular event or for any other event that Vendor lists through the Services and use the withheld amount to setoff the amount owed by Vendor to Tangopolix; and/or (B) send an invoice to Vendor for such amounts to the extent Vendor’s outstanding balance is insufficient to cover these costs, in which case Vendor shall pay Tangopolix such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Tangopolix hereunder is not made by Vendor when due and after receiving a late payment notice from Tangopolix, Tangopolix reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Vendor’s registration for the Services (including any and all accounts that Vendor may have).
(b) Costs of Collection.
Vendor agrees to promptly and fully reimburse Tangopolix upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by Tangopolix in collecting past due amounts from Vendor under this Vendor Agreement, the Terms of Service or otherwise.
i. 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 Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities. If you do collect Taxes on the Services, those Taxes will be treated like Event Registration Fees by Tangopolix and processed as such by MangoPay. Vendor agrees and acknowledges that it is Vendor’s sole responsibility to include such taxes into the Event Registration Fees for your events. Tangopolix cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires Tangopolix to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Tangopolix for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
ii. To comply with sales tax regulations of the European Union (the "EU"), Tangopolix is required to (A) collect Value Added Tax ("VAT") from Vendors on the Fees charged to Vendors residing in the EU who have not provided Tangopolix with their VAT Identification Number ("VAT ID"); and (B) remit any such VAT collected to the relevant tax authority. If you provide us with your VAT ID, we will not collect VAT on the Fees. It is your sole responsibility to ensure that the VAT ID you provide to Tangopolix (if any) is accurate, complete and properly formatted. Please be aware that falsification or misrepresentation of information to evade payment of VAT may result in fines and/or criminal prosecution. You agree to promptly and fully reimburse Tangopolix for all out-of-pocket costs and expenses arising out of your falsification or misrepresentation of a VAT ID on the Site. Tangopolix does not require Vendors to have a VAT ID. However, if you are a Vendor residing in the EU, and you do not have a VAT ID or you do not provide us with your VAT ID, Tangopolix will collect and remit VAT on the Fees on your behalf. In the interest of clarity, Tangopolix does not collect and remit VAT on the price of the tickets or registrations you sell on or through the Site.
iii. Tangopolix reserves the right to withhold the payment of any amounts owed to you hereunder and dispose of them as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by Tangopolix.
If your account has had no activity for a period of time set forth in applicable unclaimed property (e.g., escheatment) laws and there are funds held in your MangoPay Wallet related to your account, then we will notify you as required by applicable laws. If you do not claim your unclaimed funds within the timeframe notified to you, then we will escheat them to the applicable governmental authority in accordance with applicable laws.
5. Prohibited Vendors; Prohibited Events; Prohibited Transactions.
5.1 Prohibited Vendors.
By registering for the Services and accepting this Vendor Agreement, you represent and warrant that:
- (a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services ("Restricted Countries");
- (b) you are not a person or entity or under the control of or affiliated with a person or entity that (i) appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security’s Denied Persons List; (iv) appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (vi) is subject to sanctions in any other country; and
- (c) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to receive payments through MasterCard and/or Visa is not presently revoked or suspended.
If you fall into any of the categories set forth above, as determined by Tangopolix in its discretion, you are a "Prohibited Vendor."
5.2 Prohibited Events.
You may not post events to the Services that:
- (a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
- (b) would be prohibited under the Payment Scheme Rules;
- (c) take place in Restricted Countries; and
- (d) contain any User Content (as defined in the Terms of Service) that would violate the Terms of Service, including without limitation such section of the Terms of Service.
Any event that falls into any of the categories set forth above, as determined by Tangopolix in its discretion, is a "Prohibited Event."
5.3 Prohibited Transactions.
You may not use the Services to process any of the following transactions and you represent and warrant that you will not submit for processing through the Services:
- (a) any transaction that is fraudulent or criminal in nature;
- (b) any transaction that would constitute a "restricted transaction" as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; and
- (c) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to events, or sale of vouchers related to such events.
Any transaction that falls into any of the categories set forth above, as determined by Tangopolix in its discretion, is a "Prohibited Transaction."
In the event that Tangopolix discovers that you are a Prohibited Vendor, that you have posted a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, then Tangopolix may take any or all of the following actions in its discretion in addition to any and all remedies that Tangopolix may have under the law or elsewhere in the Terms of Service:
- (a) suspend or terminate your Tangopolix account;
- (b) alter, edit, or remove any Prohibited Event or any portion thereof;
- (c) block, reverse or refund any or all of your transactions;
- (d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and
- (e) refer you, your events and/or your transactions and information relating to the same to MangoPay and/or applicable law enforcement agencies for further action.
6. Representations And Warranties.
In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organised, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgement or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.
In addition to our right to suspend and prohibit your use of the Site under the Terms of Service, Tangopolix may terminate this Vendor Agreement and your right to use the Services to create, promote and collect sales proceeds for a paid event (a) if you are in violation or breach of any provision of this Vendor Agreement; or (b) if MangoPay terminate our right to use their payment services or your right to accept payments via their payment services in their sole discretion.
This document was last updated on June 26, 2018