PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY 2Book, INC. (“2Book,” “WE,” “OUR,” OR “US”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY 2Book, INCLUDING, WITHOUT LIMITATION, THE 2Book.COM WEBSITE, MassageBook.com website, SpaBook.com website AND DOMAIN NAMES (“SITES”), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY 2Book IN CONNECTION THEREWITH (COLLECTIVELY, THE “SERVICE”). BY REGISTERING FOR AN ACCOUNT ON THE SERVICE, OR USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU OR THE ENTITY THAT YOU REPRESENT (“MERCHANT”, “YOU”, “YOUR”) AGREE TO BE BOUND BY THIS AGREEMENT. YOU MAY REGISTER FOR THE SERVICE ONLY AS A SOLE PROPRIETOR OR AS A BUSINESS ORGANIZATION, AND MAY NOT USE 2Book FOR PERSONAL, FAMILY, OR HOME PURPOSES. IF YOU ARE REGISTERING FOR THE SERVICES ON BEHALF OF AN ENTITY YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY ON WHOSE BEHALF YOU ARE AGREEING TO THESE TERMS TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES.
Acceptance of Terms.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Sites by 2Book. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by 2Book from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
To be eligible to use 2Book, you must be at least 18 years old and located in the United States of America. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. 2Book may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Modification of Terms of Use.
2Book reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. In addition, any disclosure or notice regarding the Service may be provided to you by posting a notice on the Site or by sending you an email. You agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. 2Book may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
Description of the Services
The Service enables Merchants to incorporate payment functionality in online stores through which they sell their products and services. 2Book provides the Service to Merchants to facilitate receipt by Merchants of payments by card which are made by Merchant’s customers (“Purchasers”). Transactions are solely between Merchants and Purchasers, and 2Book is not a party to these transactions. 2Book is not a bank, money transmitter, or Money Services Business (“MSB”), and does not offer banking or MSB services as defined by the United States Department of Treasury.
Card payments are initiated by providing information to a payment processor and/or a bank (the “Bank”) that is a member of a credit or other payment card network, association, or company, (collectively, the “Networks”).
2Book’s Role; Third-Party Relationships
2Book collects, analyzes and transmits information about you and your transactions in connection with payments between Purchasers and Merchants. You authorize 2Book to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to Merchants through the Networks and/or the ACH. 2Book does not hold, own or control funds in connection with the Services, nor does 2Book transmit money or monetary value. In connection with the Services, 2Book does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank or processor is the party with sole responsibility for conducting the settlement of funds between Purchasers and Merchants.
2Book may enter into agreements with the Networks, processors and the Bank, from time to time. You are not a third-party beneficiary of these agreements. Each of the Networks, processors and the Bank is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.
To the extent that the Bank has any obligations to pay Merchants, such obligations are governed by (a) the provisions of the Bank’s agreement with 2Book, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Networks as are in effect at any time (the “Network Regulations”). The Bank or processor will pay out funds settling from the Networks to the designated bank settlement account you provided when establishing your connected 2Book Payments Account (“Bank Account”) in the amounts actually received (less Fees, as defined below) for card transactions submitted via the Service. The Bank Account must be verified and located at bank branch in the United States and held in the name of the Merchant’s business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
Account Registration & Onboarding
In order to access 2Book’s Services, you will be required to create an account on the Services (“Account” or “2Book Account”) and provide certain registration information. When creating your Account, you agree to (a) provide accurate, truthful, current and complete information when creating your Account; and (b) maintain and promptly update your Account information. You may be required to provide us with information and documentation including, but not limited to, your email address, a self-selected password, street address, telephone number, tax identification number (such as Social Security Number), and date of birth.
We may share some or all of the information about your and your transactions with our processor, the Networks, the Bank, and our other partners (and our and their respective affiliates, agents, subcontractors, and employees). Anyone that we share information with may use the information to perform their obligations under their agreements with us, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. Any of our partners may also make eligibility determinations and conclude that you are not permitted to use the Services.
To the extent that any information we collect about you is personally identifiable information, it is subject to the terms of our Privacy Policy. Please refer to our Privacy Policy for information about how 2Book collects, uses and discloses personally identifiable information from its users.
Fees
2Book charges fees to Merchants using the Service (the “Fees”). 2Book may also charge Merchants Fees for exceptions processing, such as when a Merchant receives a Chargeback (as defined below). In addition, Merchant agrees to pay 2Book the Fees that may be set forth on the Site and/or Services from time to time. All Fees are stated in U.S. dollars. You shall pay all applicable Fees, as described on the Site in connection with the applicable Services. Rather than collecting payments directly from Merchants, to the extent permitted by law, the Bank may withhold these Fees (and any other obligations you may owe us) on our behalf from payments received by Merchant (e.g., from Purchasers). In addition, we may deduct any applicable Fees from your Reserve Account (as defined below). Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the transaction settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit your Bank Account or any credit card registered in your Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
2Book does not provide refunds. You represent to 2Book that you are the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Services. In addition, you are responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer, modem, and Internet access (including payment of all fees associated with such access).
Subject to the terms of this Agreement, 2Book reserves the right to change its Fees. By continuing to use the Service following any such change, you consent to the change in Fees. If you do not consent, as your sole remedy, you may close your Account and cease to use the Services.
Purchasers
Purchasers may register with 2Book and/or its products (MassageBook, SpaBook). Whether or not a Purchaser registers, however, their use of the Service is governed by the terms of this Agreement. You agree that, as a Purchaser, you are responsible for reading the full description of any good, service or other item promoted by a Merchant via the Services (“Merchandise”), including any terms and conditions applicable to the receipt of such Merchandise (“Seller Terms”), before committing to make any purchase or donation via the Services to any Merchant. When you make a purchase or donation via the Services, you enter into a legally binding contract with the applicable Merchant to complete such purchase or donation and to receive any Merchandise subject to the Seller Terms. You agree to look solely to the applicable Merchant to resolve all questions and disputes regarding any purchases or donations you make to a Merchant via the Services. 2Book is not responsible for resolving any disputes between Purchasers and Merchants.
Prohibited Activities; Compliance; Restrictions
In connection with your use of the 2Book Services, you agree at all times to comply with 2Book’s Terms of Use Agreement which is hereby incorporated into this Agreement by this reference. 2Book reserves the right to terminate your account and block or prevent future access to, and use of, the 2Book Services for any violation of these Terms or the Acceptable Use Policy.
The Networks have established the Network Regulations and the ACH has established guidelines, bylaws, rules, and regulations (the “ACH Rules”). You are required to comply with all Network Regulations and ACH Rules that are applicable to Merchants. You can review portions of the Network Regulations at Visa and MasterCard. The Networks and the ACH reserve the right to amend the Network Regulations and/or the ACH Rules, as applicable, at any time.
You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken thereunder. You shall: (a) maintain the security of your Account by not sharing your password with others and restricting access to your Account on your computer or mobile device; (b) promptly notify 2Book if you discover or otherwise suspect any security breaches related to the 2Book Service; and (c) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.
Fraud; Suspicious Activity
If 2Book determines that you have received funds resulting from fraud or any prohibited activity (including, without limitation, any activities that violate any provision of this Agreement), those funds may be frozen, returned to the Purchaser, or seized.
In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you hereby authorize 2Book to share information about you, your Account, your access to the Services, and any of your transactions with law enforcement or other governmental or regulatory entities.
Responsibility for Merchant Products & Services
Merchants will provide a receipt to each Purchaser at the conclusion of each purchase transaction that includes all information required under the Network Regulations, the ACH Rules, and applicable law. You agree to provide clear and conspicuous notice to Purchasers of any Seller Terms. The Seller Terms applicable to any service or merchandise will form a contract between you and any Purchaser who makes a payment or donation to you that entitles such Purchaser to any Merchandise. In delivering any Merchandise, you will not require any payments or impose any conditions that were not disclosed in the Seller Terms.
You are solely responsible for: (a) promptly fulfilling any order for Merchandise purchased by any Purchaser in accordance with the Seller Terms; (b) collecting and remitting any value added, use, sales or other transfer taxes owed to any national, state, or local taxing authorities in connection with the sale of any Merchandise; (c) resolving any disputes with Purchasers regarding any purchased Merchandise, including any Chargebacks or refunds; and (d) any and all injuries, illnesses, damages, claims, liabilities and costs suffered by you or any Purchaser that purchases your Merchandise or Service, which are caused in whole or in part by you or your Merchandise.
You, and you alone, are responsible for providing your products and services to Purchasers for any and all issues related to your products and services, including but not limited to issues arising from the processing of Purchasers’ cards through the Service. You agree not to disguise, hide or otherwise misrepresent the number or character of the products and services that you offer on or through your store through use of any features of the Services or Software or otherwise.
Payment Authorization
You hereby authorize the Bank or processor to hold, receive, disburse and settle funds on your behalf, including generating a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method we accept. Your authorization will remain in full force and effect until your Account is closed or terminated.
Accepted Payment Methods
2Book supports most domestic and international credit, debit, prepaid or gift cards with a Visa, MasterCard, or Discover logo. We will only process card transactions that have been authorized by the applicable Network or card issuer. We may add or remove support for certain payment cards at any time without prior notice. You agree to accept all of the cards issued by Networks that 2Book supports in accordance with the terms of this Agreement.
Payout Schedule
The “Payout Schedule” is the amount of time it takes the processor or bank to initiate a transfer to your designated bank account of settlement funds arising from card transactions processed through the Service. After your Bank Account has been reviewed and approved, the Processor or Bank will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule. The terms of your Payout Schedule will be made available to you when you login to your Account. We are not responsible for any action taken by the institution holding your bank account that may result in some or all of the funds not being credited to your bank account or not being made available to you.
Notwithstanding the Payout Schedule, we may restrict access to your funds or defer or delay settlements to a Bank Account in our sole discretion for any of the following reasons: (a) based on your perceived risk and history with 2Book (e.g., risk of incurring a Chargeback, offsets for potential losses); (b) as required by law or court order; (c) during investigation and resolution of any dispute related to your Account; (d) to secure the performance of your payment obligations under this Agreement; and/or (e) as otherwise permitted under this Agreement or applicable law. You can contact 2Book at 1-843-352-2026 to change the timing of your Payout Schedule or request an increase to your settlement limit. Upon submitting a request, you will be informed of the process and requirements for 2Book to review your Payout Schedule and/or Bank Account, and 2Book will determine whether to grant your request in its sole discretion.
If your Account is negative for an extended period of time (as determined by 2Book in our sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.
Reserve Account
At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by 2Book, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in 2Book’s favor, or otherwise as 2Book or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, or from any other 2Book Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) held as a balance in your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.
You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your 2Book Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.
Chargebacks
A “Chargeback” is a request that a Purchaser files directly with his or her card company or card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment that you or a Purchaser files directly with 2Book. “Reversal” means 2Book reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) 2Book or the Bank; (ii) the processors, suppliers or licensors of 2Book or the Bank; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example: the Purchaser used a card that did not belong to the Purchaser), (d) you received the payment for activities that violated this Agreement or any other 2Book agreement, or (e) 2Book decided a Claim against you.
You may be subject to a Chargeback (i.e., the amount of a payment may be charged back to you) in the event of a Claim or Reversal, or if the payment (1) was not authorized or we have any reason to believe that the transaction was not authorized, or (2) is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all Chargebacks, whether or not the Chargeback complies with the Network Regulations.
You owe us and will immediately pay us the amount of any Chargeback and any associated Fees, fines, or penalties assessed by the Bank, our processor, the Networks, or the ACH. If you do not have sufficient funds in your Account, then we may withhold and/or offset any funds available to you in accordance with the Fees section above. You understand that if you have pending Chargebacks, we or the Bank may delay payouts to you.
Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, the Bank may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (I) a Chargeback is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (II) the period of time under applicable law or regulation by which the Purchaser may dispute that transaction has expired; or (III) we determine in our sole discretion that a Chargeback on the transaction will not occur.
If we determine that you are incurring an excessive amount of Chargebacks, 2Book or the Bank may establish controls or conditions governing your Account, including without limitation, by (A) assessing additional Fees, (B) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related Fees, (C) delaying payouts, and (D) terminating or suspending the Service or closing your Account.
You agree to assist us when requested and otherwise cooperate fully, at your expense, with any investigation of any of your transactions processed through the Service, until such investigation is completed. To that end, you permit us to share information about a Chargeback with the Bank, the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to you. If a Chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated Fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation promptly upon our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a Fee for mediating and/or investigating Chargeback disputes.
Transaction Terms
Transactions will be designated as Pending, Complete, Failed or Cancelled.
“Pending” means that a transaction is currently undergoing review by the Bank and may not be completed or settled, at the Bank's sole discretion. “Pending” may also indicate that the transaction is awaiting account confirmation or settlement from a third party.
“Completed” means that a transaction has cleared and the funds are available in the Merchant's Account. If 2Book determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, 2Book may reverse or refund the transaction at any time.
“Cancelled” means that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another reason. You may contact 2Book at 1-843-352-2026 for more information. Although payments are cancelled, the removal of an authorization on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and 2Book cannot guarantee availability within a specific timeframe.
“Failed” means that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.
Upon the release of transaction information by 2Book, a Purchaser will be debited or charged by the Bank. You agree that the Purchaser's obligation to you is treated as paid at the time of (i) the release of this transaction information when a transaction is designated as “Complete”; and (ii) the related initiation of processing by the Bank. After the initiation of processing by the Bank, you agree not to attempt to collect or otherwise seek payment from the Purchaser, because you agree that Purchaser's obligation to you will have been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may remain designated as “Pending” before “Completed” if 2Book is reviewing a transaction for risk purposes. Transactions designated as “Pending” should not be treated as paid until they are designated as “Completed.”
Transactions may be disputed at any time up to 90 days from the date of transaction, regardless of designation, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of designation.
2Book reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact us at 1-843-352-2026. Upon receiving this request, 2Book will conduct a review of your Account, and decide whether to lift or remove these limits. 2Book will consider a variety of factors in making this decision and will make this determination at its sole discretion.
Privacy
You represent and warrant that you are and will continue to be in compliance with all applicable privacy laws. In addition, you represent and warrant that you have obtained and will maintain all necessary rights and consents under applicable law to (a) disclose any data that you provide to us, or (b) authorize us to collect, retain, and/or disclose any data that you provide to us, including information that we may collect from your Purchasers directly or indirectly. You represent and warrant that you will disclose, and acknowledge that you are solely responsible for disclosing, to your Purchasers that 2Book is processing credit card transactions on your behalf and may obtain data from such Purchasers.
Cardholder Security/PCI Compliance
“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. 2Book is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.
If you handle, transmit, or store any Cardholder Data in connection with your use of the Service, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by 2Book to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.
You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Network Regulations, and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information. You agree to notify 2Book immediately if you provide any third party with access (or otherwise permit, authorize, or enable such third party’s access) to any Cardholder Data.
Unless a Purchaser expressly grants you consent, you may not retain, track, monitor, store, disclose or otherwise use any data collected from such Purchaser (e.g. to send any marketing or promotional materials to such Purchaser) except in connection with the transaction in which it was given and any post-transaction activities in connection with such immediate transaction (e.g., a Chargeback).
Security
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If you discover a security-related issue, you agree to inform us of the issue immediately by contacting 2Book at 1-843-352-2026. You also agree not to disclose the issue until 2Book has addressed it.
Termination
You may terminate this Agreement by closing your 2Book Account at any time. Any funds that the Bank or processor is holding in custody for you when you close your Account, less any applicable Fees, will be paid out to you according to your Payout Schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading your Payout Schedule). We or the Bank may hold your funds for any of the reasons described in this Agreement. If you are later determined to be entitled to some or all of the funds, the Bank will then release those funds to you.
We may terminate your Account at any time in our sole discretion. In addition, the Bank or any Network may terminate your Account at any time and for any reason, including, without limitation, if any act or omission by you results in harm or the loss of goodwill to such Bank and/or Network. Reasons for which your Account may be terminated by 2Book, the Bank, or any Network may include, but are not limited to: (a) a material deterioration in your financial status or condition; (b) invalid, prohibited, or otherwise unacceptable sales deposits; (c) excessive chargebacks; and/or (d) any violation of this Agreement, any Network Regulations, the ACH Rules, or any applicable law.
If your Account is terminated for any reason or no reason: (i) you continue to be bound by this Agreement, (ii) you will immediately stop using the Service (iii) the license provided under this Agreement is immediately terminated, (iv) we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (v) 2Book shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.
We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
If your Account is terminated, you acknowledge and agree that 2Book and/or the Bank is required to and will report your business name and the name of your principals to the MATCH™ listing maintained by MasterCard and accessed and updated by Visa and American Express or to the Consortium Merchant Negative File maintained by Discover, if applicable, or to any other negative or terminated merchant file of any other Network, if applicable, pursuant to the requirements of the Network Regulations. You specifically consent to the fulfillment of the obligations related to the listing by 2Book or the Bank and to the listing itself and you waive and hold harmless 2Book and the Bank from all claims and liabilities you may have or incur as a result of such reporting.
Representations & Warranties
You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the Merchandise sold and delivered to a Purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.
DISCLAIMER OF WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (a) 2Book OR THE BANK; (b) THE PROCESSORS, SUPPLIERS OR LICENSORS OF 2Book OR THE BANK; OR (c) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (a) OR (b) ABOVE (EACH, A “DISCLAIMING ENTITY” AND COLLECTIVELY, THE “DISCLAIMING ENTITIES”) WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER 2Book NOR THE BANK HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER 2Book NOR THE BANK CAN ENSURE THAT ANY PURCHASER WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER 2Book NOR THE BANK WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Refunds & Returns
2Book does not provide refunds. By accepting this Agreement, you agree to submit any and all refunds and adjustments for returns of your Merchandise through the Service to the Purchaser’s payment card in accordance with the terms of this Agreement and Network Rules. The Network Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods.
If a Purchaser is dissatisfied with your refund policy, the Purchaser may attempt to Chargeback the payment. You may not bill or collect from any Purchaser for any purchase or payment by means of a payment card unless the Purchaser has exercised a Chargeback, you have fully paid for the charge, and you otherwise have the right to do so.
Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to the Purchaser for postage costs incurred for product returns. You will use best efforts to process all refunds within sixty (60) days after the original transaction date, and you acknowledge that refunds processed after that time may not be capable of being processed.
For processed refunds, 2Book will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. If these funds are not sufficient, you authorize 2Book to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to the Purchaser’s payment card. In the event the 2Book cannot access your Bank Account by means of ACH debit or otherwise offset the applicable amount in accordance with the terms of this Agreement, you agree to pay all funds owed to 2Book upon demand. You are solely responsible for accepting and processing returns of your Merchandise and services ; 2Book has no responsibility or obligation for processing such returns.
Books & Records; Audit
Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Account, your transaction history and your use of the Service (“Books and Records”). 2Book is not responsible for maintaining any Books and Records on your behalf. You will maintain appropriate records of all card transactions for a period of at least two (2) years from the date of the transaction.
Your transaction history will be available to you when you login to your Account. Except as required by law, you are solely responsible for reconciling your transaction history with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in accordance with the applicable Payout Schedule. Your failure to notify us of any error or discrepancy in your transaction history within sixty (60) days of when it first appears on your transaction history will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks.
2Book will be entitled to audit or have audited all of your Books and Records, websites, and/or premises to assure that you have the proper facilities, equipment, inventory, agreements, personnel, licenses, permits, and other capabilities required to conduct your business.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL 2Book NOR ANY DISCLAIMING ENTITY (AS DEFINED ABOVE), BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE) (a) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (b) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (c) FOR YOUR RELIANCE ON THE SERVICE OR (d) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNT OF FEES PAID BY YOU TO 2Book DURING THE THREE (3) -MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Charleston County, South Carolina, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located nearest Charleston, South Carolina. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.
Integration and Severability.
This Agreement is the entire agreement between you and 2Book with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and 2Book with respect to the Sites. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Additional Terms
If applicable to you, your agreement to this Agreement also binds you to the Merchant Services Agreement set forth in Exhibit A to this Agreement. Please read the Merchant Services Agreement in full to see if it applies to you. By way of example only, if you receive more than $100,000 in payments from Visa or MasterCard in a twelve-month period, then the Merchant Services Agreement does apply to you. If it is applicable, the Merchant Services Agreement constitutes a legal binding contract between you, on the one hand, and Stripe Inc. and its designated Member Bank(s), on the other hand.
2Book shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond 2Book’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with 2Book’s prior written consent. 2Book may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Merchant is solely responsible for any act or omission of any of Merchant’s employees, consultants, agents, and contractors. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
EXHIBIT A
Payment Processor Terms
Payment processing services for account holders on 2Book may be provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a Merchant on 2Book, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of 2Book enabling payment processing services through Stripe, you agree to provide 2Book accurate and complete information about you and your business, and you authorize 2Book to share it and transaction information related to your use of the payment processing services provided by Stripe.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:
1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant's agent ("Agents") to comply, with the Associations' and other payment networks' by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively, "Operating Regulations"). Sub-merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/merchants; and http://www.mastercard.com/us/merchant/ and http://www.discovernetwork.com/merchants/. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub-merchant's software providers and/or equipment providers.
If so indicated in the 2Book Terms of Service, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.
Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.
Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.
2. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.
3. Settlement. Upon receipt of Sub-merchant&##39;s sales data for card transactions, Acquirer will process Sub-merchant's sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-merchant directly to Sub-merchant's designated demand deposit account ("Sub-merchant-Owned Designated Account") or, at Sub-merchant's request, to a third-party check writer's account.. Any dispute regarding amount of settlement shall be between 2Book and Sub-merchant. Any dispute regarding the receipt of settlement shall be between Acquirer and Sub-merchant. Acquirer will debit the 2Book Reserve Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit the Sub-merchant-Owned Designated Account for funds owed to Acquirer as a result of the Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or the 2Book reserve account.
4. Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchant's acceptance (by "click through" agreement or otherwise). The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number and shall be coterminous with 2Book's Terms of Service with Sub-merchant.
Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or 2Book fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or 2Book may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer's agreement with 2Book terminates, (vi) any Association deregisters 2Book, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.
5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with 2Book, with written notice of any alleged beach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.
EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against 2Book and not Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in 2Book's processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by 2Book, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by 2Book. If 2Book is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services, directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer's relationship with Sub-merchant. If 2Book subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from 2Book and this Agreement will govern Acquirer's relationship with Sub-merchant.
6. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of South Carolina without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirer's standard operating procedure. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover or primary card processor, as applicable, that provides services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Stripe. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-merchant.
CONTACT US
2Book, Inc.
1028 Johnnie Dodds Blvd, Suite 101
Mount Pleasant, SC 29464
Phone: (843) 352-2026
Email: support@massagebook.com