Wimbo Event Monetization & Escrow Policy
Effective Date: May 24, 2025
Governing Law: State of Delaware, United States of America

1. PURPOSE AND REGULATORY BASIS

This Event Monetization & Escrow Policy (hereinafter, the “Policy”) is promulgated by Wimbo Au Pty Ltd (ACN 687 084 984), a proprietary limited company incorporated under the laws of the Commonwealth of Australia and trading under the registered commercial name “Wimbo.” This Policy forms an integral part of Wimbo’s broader governance framework and delineates the legal structure for all monetary transactions involving the hosting, listing, and sale of ticketed events conducted through the Wimbo digital platform (the “Platform”).

This Policy is designed to ensure that the monetization of event-related services is undertaken in a lawful, transparent, and contractually enforceable manner and to establish the procedures through which ticket payments are secured in escrow, held in conditional custody, and disbursed upon verified completion of the relevant services.

This Policy shall be interpreted in harmony with Wimbo’s Terms of Use, Privacy Policy, and other binding platform agreements, and is drafted in alignment with the following international and jurisdiction-specific regulatory instruments:

• Uniform Commercial Code (UCC) Article 4A, governing funds transfers and escrow transactions under U.S. commercial law;

• Directive (EU) 2015/2366 on Payment Services in the Internal Market (PSD2), for compliance with EU e-payment authentication and escrow standards;

• Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth), specifically §§ 18 (misleading conduct), 29 (false representation), and 54–56 (guarantees as to service performance);

• California Financial Code §§ 2010–2088, known as the Money Transmission Act, regulating third-party custodianship and fund holding;

• Delaware General Corporation Law (DGCL), providing the legal framework for platform-based contractual relationships and corporate authority.

• Stripe Connect Platform Terms of Service, incorporated by reference as the governing instrument for escrow administration, merchant onboarding, and fund disbursement.

2. LEGAL STATUS OF WIMBO

Wimbo’s role is that of a neutral, technology-based facilitator. It does not act as a seller, principal, agent, fiduciary, guarantor, or co-host with respect to any event listed or monetized on the Platform. All event-related commercial relationships shall be legally construed as bilateral contracts entered into directly between the Organizer (i.e., the ticket issuer or service provider) and the Attendee (i.e., the consumer or purchaser).

Wimbo disclaims any and all liability for the following:

• The performance, content, legality, safety, or fulfillment of any event;

• The quality or standard of services rendered by Organizers;

• Any express or implied warranties created by the Organizer beyond the scope of Wimbo’s own representations.

Wimbo shall only be liable where expressly required by non-excludable consumer protection law or statutory fiduciary duties imposed by mandatory jurisdictional provisions.

3. TICKET PRICING, LISTING, AND STATUTORY DISCLOSURES

Organizers are granted autonomy in establishing ticket prices for events listed on the Platform, subject to the following legally binding constraints:

3.1 Accuracy and Consideration

All prices must reflect lawful consideration under applicable contract formation doctrines and must not constitute nominal, fictitious, or unconscionable pricing structures in contravention of consumer protection statutes.

3.2 Transparency Requirements

Organizers must ensure that ticket prices comply with all statutory disclosure obligations, including but not limited to:

• Article 5(1)(c) of Directive 2011/83/EU (Consumer Rights Directive – EU);

• Regulation 10(1) of the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;

• § 29 of the Australian Consumer Law (prohibition against false or misleading representations); and

• California Business and Professions Code §§ 17500–17509 (Truth in Advertising).

Pricing must clearly and conspicuously disclose:

• Whether taxes (e.g., VAT, GST) are included or excluded;

• Any mandatory platform service fees;

• Whether dynamic pricing or tiered pricing applies.

3.3 Free Events

Events listed as “Free” may not involve any off-platform solicitation, indirect monetization (e.g., mandatory upsells), or false advertising. All transactions must be routed exclusively through Wimbo’s authorized merchant processor (Stripe Connect).

4. ESCROW CUSTODY AND LIFECYCLE OF PAYMENT TRANSFERS

All funds received from the sale of event tickets on the Platform are held in statutorily compliant escrow through Stripe Connect, acting as a third-party licensed payment service provider and escrow custodian.

This escrow arrangement operates as a conditional custodial relationship, not a trust, and is governed by UCC Article 4A, PSD2, and other relevant financial services law.

4.1 Phases of Escrow Operation

(i) Authorization and Capture
Upon submission of a valid payment method and completion of a ticket transaction, funds are authorized and captured via a PCI-DSS compliant Stripe interface and transferred to a designated Stripe-hosted custodial account.

(ii) Escrow Retention
The funds are flagged to the Organizer’s Stripe-connected account but remain in non-accessible conditional status until release conditions are satisfied. During this phase:

• Neither the Organizer nor Wimbo has the right to unilaterally withdraw the funds;

• Funds are segregated and monitored for fraud, AML, or KYC violations.

(iii) Trigger Events (Disbursement Conditions)

Funds shall be disbursed to the Organizer only upon the occurrence of one or more of the following bona fide release conditions:

• The scheduled event time has passed, and no dispute or fraud report has been flagged within the statutory hold period;

• The Organizer submits an affirmative post-event completion notice, and it is not disputed by Attendees;

• A manual override or audit-based clearance is issued by Wimbo’s Trust & Compliance Division, including verification of user check-ins or digital attendance records.

(iv) Disbursement and Settlement

Upon satisfaction of one or more Trigger Events:

• Stripe shall initiate disbursement of net proceeds, less applicable deductions (as set forth in Section 5);

• Wimbo shall receive confirmation of remittance;

• Organizers may expect funds in their designated payout account within 2 to 7 business days, subject to banking delays, currency conversion, and national clearing schedules.

5. PLATFORM DEDUCTIONS AND FEES

All gross ticket proceeds collected through the Wimbo Platform shall be subject to mandatory, non-negotiable deductions to ensure operational continuity, escrow compliance, and risk mitigation. These deductions shall be applied per transaction, in accordance with the following fee schedule:

Fee ComponentRateLegal Basis / FunctionWimbo Platform Fee4% (non-refundable)Platform access, infrastructure costs, moderation, service integrity, and escrow systemStripe Processing Fee~2.9% + $0.30Merchant services, authorization, fraud protection, settlement fees per Stripe’s TOSEscrow Holding Fee1%Reserve for dispute resolution, refund coverage, and security bufferTotal Net Deduction~8.2%Calculated at transaction level per Wimbo’s Refund and Payment Terms

All fees are considered earned upon transaction confirmation and shall not be refunded, including in the case of event cancellation or user-initiated withdrawal, except as otherwise required by applicable consumer protection legislation.

Organizers will receive net settlement proceeds typically within two (2) to seven (7) business days, subject to the provisions of Section 7.

6. ORGANIZER CANCELLATION AND REVERSAL PROTOCOL

In the event an Organizer cancels a ticketed event whether voluntarily or by enforcement action imposed by Wimbo’s Compliance Division, the following terms shall apply:

• 100% refund of the ticket price (excluding Wimbo’s non-refundable 4% fee) shall be automatically issued to Attendees;

• Stripe will reverse the escrowed transaction in accordance with its connected account refund mechanisms;

• Wimbo reserves the right to suspend, defer, or permanently deny future payouts to the Organizer where repeated cancellations or breach of terms occur.

Where refund entitlements arise under mandatory consumer law, including but not limited to:

• UK Consumer Rights Act 2015,

• Australian Consumer Law §§ 54–55, and

• Directive 2011/83/EU,

Wimbo shall honor such obligations and execute automated or manual refund triggers as required by law.

7. PAYOUT SUSPENSION AND RISK HOLDS

In accordance with established platform compliance risk controls, Wimbo reserves the discretionary right to suspend, delay, or deny disbursement of funds held in escrow where any of the following events or indicators arise:

• Receipt of substantiated complaints, formal dispute notices, or internal abuse reports;

• Activation of risk scoring thresholds under Wimbo’s fraud detection protocol or Stripe’s Risk API;

• Violations of the Acceptable Use Policy, Event Host Agreement, or material misrepresentation of an event;

• Organizer’s failure to provide identity verification (KYC), banking credentials, or tax compliance documentation;

• Filing of chargebacks or reversals by Attendees without prior escalation through Wimbo’s internal process.

Wimbo may impose a 14-day provisional hold, extendable based on continuing investigation or regulatory inquiry. Organizers may be required to submit documentary evidence, including event proof, communication logs, or identity affidavits as a condition precedent to the release of funds.

8. TAXATION AND REPORTING OBLIGATIONS

Organizers are deemed independent vendors and are fully responsible for:

• Compliance with tax law in their jurisdiction of residence, operation, or service delivery;

• Collection and remittance of any applicable consumption taxes (e.g., VAT, GST, state-level sales tax);

• Income declaration obligations, including but not limited to:

  • Form 1099-K (U.S.),

  • ABN/TFN disclosures (Australia),

  • VAT OSS/IOSS filings (European Union).

Wimbo does not provide tax advice and makes no representations as to an Organizer’s personal or business filing status. However, Wimbo may be required under law to disclose gross earnings, user identity, or payment summaries to relevant tax authorities and/or Stripe, in accordance with the OECD Common Reporting Standard, FATCA, or regional regulations.

9. PROHIBITED CONDUCT AND ENFORCEMENT MEASURES

The following activities are expressly prohibited on the Wimbo Platform and shall constitute a material breach of this Policy, giving rise to immediate enforcement:

• Bypassing escrow by conducting or soliciting off-platform transactions;

• Hosting events that promote or facilitate illegal activity, hate speech, or non-consensual adult content;

• Hosting “18+” labeled events without conducting age verification, contrary to COPPA (15 U.S.C. §§ 6501–6506) and equivalent domestic laws;

• Misrepresenting an event’s category, scope, or eligibility in order to exploit visibility algorithms or ranking metrics;

• Accepting or instructing payment via external wallets, cash apps, or unverified peer-to-peer methods, in violation of Stripe’s Merchant Platform Compliance Terms.

Any such violation may result in:

• Immediate account suspension or permanent deactivation;

• Freeze of pending payouts and clawback of prior disbursements;

• Referral to relevant enforcement agencies or regulatory bodies, including financial services authorities, if criminal or regulatory fraud is suspected.

10. LEGAL DISCLAIMERS AND PREEMPTION CLAUSES

Nothing in this Policy shall be interpreted to override or diminish rights afforded to consumers under mandatory, non-waivable consumer protection statutes, including but not limited to:

• Directive 2011/83/EU, Articles 6–16 – Right of withdrawal, digital disclosure, and refund guarantees for EU consumers;

• California Civil Code § 1723 – Timely refund enforcement and prohibition of false billing practices;

• UK Consumer Contracts Regulations 2013 – Distance selling protections and cancellation transparency;

• Australian Consumer Law § 64A – Prohibition on excluding statutory guarantees for digital services.

In the event of any conflict between this Policy and applicable mandatory law,

the conflicting provision shall be interpreted in favor of the consumer, and all remaining provisions shall remain enforceable under the severability doctrine of contract law.

11. AMENDMENTS AND GOVERNING LAW

11.1 Right to Amend

Wimbo reserves the right to amend, supplement, or replace this Policy in its sole and absolute discretion, provided that such modification does not retrospectively impair User rights. Material changes shall be published in a commercially reasonable manner via:

• In-application notifications (banner or modal prompt),

• Email to the registered user address,

• Web-based legal page update with the “Effective Date” visibly displayed.

11.2 Governing Law and Dispute Resolution

This Policy shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law rules.

All disputes, claims, or controversies arising out of or relating to this Policy shall be resolved exclusively by binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The seat of arbitration shall be New York, NY, unless otherwise mandated by applicable statutory jurisdiction.