Effective date: August 11, 2026
This Organizer Agreement ("Organizer Agreement") is between you and TopSeed AI, Inc., a Delaware corporation ("TopSeed," "we," "us," or "our"). It applies when you create or host any event on the TopSeed platform (the "Platform"), and it is in addition to the TopSeed Terms of Service ("ToS"), which are incorporated here by reference. Capitalized terms not defined here have the meaning given in the ToS.
By creating an event, whether free or paid, you agree to this Organizer Agreement. If you do not agree, do not create an event.
You become an "Organizer" when you create an event. This Organizer Agreement has two sets of terms:
If this Organizer Agreement conflicts with the ToS on an organizer-specific matter, this Organizer Agreement controls for that matter.
You are solely responsible for your event. This includes setting the format, rules, eligibility, and schedule, securing and inspecting the venue, providing any required supervision and safety measures, obtaining any permits or insurance, and complying with all applicable laws. You are responsible for the conduct of your event and for your interactions with players.
You are an independent operator. Except for the limited payments agency described in Section 6A (Payments Agent), nothing in this Organizer Agreement makes either of us the employee, agent, partner, or joint venturer of the other, and nothing in it makes us a host, sponsor, or organizer of your event. You are the seller of record for your events and the registrations you sell; we provide the technology and, for paid events, act as merchant of record for the related payments and as your limited payments agent under Section 6A. We sell only our own platform services — we do not sell registrations to your events — and we do not run, staff, officiate, or supervise events.
You agree to describe your event accurately, including its format, location, time, eligibility, and any rules participants must follow. You may not list an event you do not have the authority or ability to hold.
TopSeed sets a single, uniform refund policy for all events, described in the ToS: participants who cancel before the registration deadline receive a full refund, and registrations are non-refundable after the deadline. You cannot override this policy. You may set your registration fee and your registration deadline; you may not set your own refund rules.
Registration through the Platform is currently limited to adults 18 and over, so events you run on the Platform are for adult participants. If your event otherwise involves participants under 18, or if and when minor participation through the Platform becomes available, you represent and warrant that you comply with all applicable youth-protection, background-check, supervision, and safety laws and regulations, and with any youth-safety standards required by your facility, program, or governing body. You are responsible for screening and supervising the adults involved in running your event.
TopSeed is a technology and payments provider. We do not conduct background checks on, vet, or supervise organizers or participants. You agree to indemnify, defend, and hold the Released Parties harmless from any claim arising out of your failure to meet the obligations in this Section.
You represent and warrant that your event and your use of the Platform do not involve any prohibited or restricted business or activity under the ToS or under our payment processor's rules, including the categories in Stripe's restricted-businesses list. We may remove an event, suspend payouts, hold funds, or suspend or terminate your Organizer privileges if we reasonably believe you have violated this Organizer Agreement, the ToS, or those rules, or to comply with law or processor requirements.
As merchant of record, we collect all payments for paid events. You do not need your own payment processor or merchant account, and you do not need to provide banking details or verify your identity to create an event. Creating a paid event requires only basic information, such as your email, country, and account type. We pay out the registration revenue you are owed, net of card processing fees and any offsets and reserves permitted under Section 7, as described in our fee documentation. The platform fee and any applicable tax are charged to the player for our own account and are not deducted from your registration revenue.
When it is time to be paid, we offer two payout methods, and the information we collect from you is collected at that point, not when you create an event:
You agree to provide the information needed for your chosen payout method and to keep it accurate and current. We will not initiate a payout until we have that information, including, for manual payouts, your taxpayer information (such as a Form W-9 and taxpayer identification number). We may also delay or hold a payout if the payout is subject to a hold or reserve described in this Organizer Agreement.
Payout timing. We initiate your payout within 14 days after your event ends, subject to the holds and reserves described in this Organizer Agreement, and in no case later than 90 days after your event ends unless there is an open dispute, chargeback, or investigation that we have told you about.
(a) Appointment and direction. You appoint TopSeed as your limited agent for the sole purpose of receiving, holding, and settling to you amounts paid by players for registrations to your events, and you direct us to collect and process those payments from players on your behalf. You authorize us to state on event pages, checkout screens, and payment receipts that TopSeed collects registration payments on your behalf, and you agree that you hold us out to players as accepting those payments on your behalf.
(b) Payment to us is payment to you. A player's payment to TopSeed is received by TopSeed on your behalf and is treated as received by you at the moment we receive it. Upon our receipt, the player's payment obligation to you for that registration is fully satisfied and extinguished, and the player bears no risk of loss from any failure by TopSeed to remit funds to you. You will not seek payment for that registration from the player.
(c) Our settlement obligation. From the moment of our receipt, we are solely responsible to you for the corresponding payout, net of card processing fees and permitted offsets and reserves under Section 7, on the payout schedule in Section 6. This obligation is ours alone and does not revive any obligation of the player.
(d) Scope. This appointment covers only the receipt, holding, and settlement of registration payments for your events. It does not make TopSeed your agent for any other purpose, and it does not make you TopSeed's agent for any purpose. The platform fee and any tax we collect and remit as merchant of record are charged to the player for our own account and are not received on your behalf.
(e) Refunds. You authorize and direct us to issue player refunds in accordance with the refund policy in the ToS, first from amounts we hold on your behalf and otherwise subject to recovery under Section 7. Amounts we hold as a reserve under Section 7 are held on your behalf pending release or application.
For each paid registration, you receive the registration fee you set, net of card processing fees, as described in our fee documentation. The player pays the $5.00 platform fee and applicable tax, which we collect as merchant of record for our own account.
Card processing and tax-calculation fees charged by our payment processor are generally not refundable by the processor. In the limited case where funds were captured early and then refunded to a player under the refund policy, you bear those non-refundable processor fees, which are typically a few dollars per registration. We will make this responsibility visible to you in your organizer dashboard.
You authorize us to recover from you any refunded amounts, charged-back amounts, and related non-refundable fees that we have already paid out to you. We may do this by offsetting them against your current or future payouts, holding a reserve, requiring you to repay us directly, or, if you have connected a payout account, debiting that connected account. As merchant of record, we handle chargebacks with the card networks; you agree to cooperate and to provide information we reasonably request to respond to a dispute.
You are responsible for reporting and paying any taxes on the income you earn from your events. Our role as merchant of record covers sales tax on the transactions we process, not your income taxes.
You agree to indemnify, defend, and hold harmless TopSeed and its directors, officers, employees, and agents from any claim, loss, liability, or expense, including reasonable attorneys' fees, arising out of or related to your event, your content, your breach of this Organizer Agreement or the ToS, or your violation of any law or third-party right. This is in addition to the indemnity in Section 4.
We may suspend or terminate your ability to create or run events, with or without notice, if you breach this Organizer Agreement or the ToS, if we are required to by law or by our payment processor, or to protect the Platform, participants, or other users. Termination does not affect registrations, payments, payouts, refunds, or chargebacks already in progress, which continue to be governed by this Organizer Agreement and the ToS. Sections 4, 6A, 7, 8, and 9 survive termination.
This Organizer Agreement incorporates and is governed by the ToS, including its provisions on disclaimers, limitation of liability, dispute resolution and arbitration, governing law, and changes. Those provisions apply to disputes under this Organizer Agreement as if set out here. We may update this Organizer Agreement in the same way we update the ToS, with notice before material changes take effect; continued use as an Organizer after the changes take effect means you accept them.
Questions about this Organizer Agreement can be sent to support@topseed.ai.