EC Suite Copyright © 2013 EC Suite, LLC

Addendum C : Transaction Processing Agreement (Outdated)

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TERMS AND CONDITIONS

Subject to EC Suite's Master Services Agreement including all Addendums, Attachments, Service Orders, and Acceptable Use Policies (AUPs); ECS will provide the following services under the terms and conditions outlined herein.

1. Definitions

When used in this agreement, the following definitions apply:

  1. ACH. Automated Clearing House; a service provided through the United States Federal Reserve banking system that allows customers to convert paper financial instruments to electronic form.
  2. ACH Returned Item. Any customer's check that is returned through the ACH system.
  3. Chargeback. A charge to the customer that is reversed by the credit card issuer.
  4. Client. An entry or individual contracting with ECS in order to utilize ECS' automated financial transaction processing and ancillary related services.
  5. Customer. Anyone trying to access a Client's venue with a membership ID issued through ECS' e-ticketing and access management software.
  6. Customer Charges. Amounts to be charged to the customer.
  7. Database. Any and all information received from Client and/or Customer which ECS keeps in an electronic format for ECS' use. This may include at ECS' sole discretion a file containing only the Client's information and/or a universal file containing all of ECS' Clients' information.
  8. E-Ticketing and /Site Access Management System. Those services provided by ECS under the terms of this agreement to facilitate customer access to your venue.
  9. Membership ID. A unique code assigned to a customer through ECS' e-ticketing system that permits access to your restricted venue.
  10. New Client. A client of ECS' including you and/or your company, if neither you nor your company has ever been a client of ECS.
  11. Online Check. A system that allows customer to utilize bank accounts without providing a physical instrument to debit the customer's account for the purchase of an e-ticket.
  12. Payment Form. The payment mechanism, i.e. credit card, on-line checks, 900 number, etc., a customer utilizes in purchasing an e-ticket to gain access to a Client's venue.
  13. Penalty. Any fine, fee, assessment or other charge levied against ECS by the card associations, Merchant Bank, any state or federal Regulatory Agency, or ACH system that is in addition to the normal fees charged by those entities.
  14. Refund. Any payment from your customer that is reversed by ECS or you.
  15. Security Deposit. A percentage of the value of each transaction that is withheld from your gross amount as determined by ECS and/or the Merchant Bank. The amount of security deposit will vary from time to time and payment form to payment form as will the period of time the security deposit is held for.
  16. Tangible Goods. Hard goods that are purchased by consumers through EC Suite and provided to consumers via direct shipment from Client in accordance with Exhibit A and Exhibit B attached hereto.
  17. Venue. A Client's collection of website pages and content that create the Client's entertainment arena.
  18. Website. The website(s) owned by you that utilize ECS' e-ticketing system and site access management tools.
  19. Your. The Client and owner and/or creator of the website and venue.

2. Website Pricing Options

The minimum price that you can charge is $2.95 per transaction. The maximum is $99.99 per transaction. Any exceptions must be applied for in writing to ECS, and may or may not be accepted based solely on ECS' discretion.

3. Services

The services covered by this Addendum include ECS' processing and access management tools.

4. Tangible Goods Sales

ECS agrees to permit Client to submit ecommerce transactions for tangible goods, and Client agrees to submit transactions for the sale of tangible goods subject to the terms of this Agreement, the attached policies (Exhibit B) and the attached addition to ECS' standard AUP (Exhibit A).

Client acknowledges and agrees that it will not use ECS' systems for any purpose that is illegal.

5. Fees

The net amount of any and all weekly payments will be the amount of customer charges minus the margin, security deposit, and refunds not processed in previous payments, chargebacks, ACH returned items, payment delivery fees, taxes, penalties, and any additional security deposit amounts. ECS reserves the right to charge any of these deductions against the security deposit and to require you to replenish the security deposit to a level deemed appropriate solely by ECS or its Merchant Bank. Client agrees to pay the fees set forth in the Service Order attached hereto for the services provided by ECS. ECS shall have the right to change the fees stated herein upon providing notice to Client at least 10 days prior to the effective date of such changes. ECS will deduct this fee from your funds before payment to you.

In addition to the fee, ECS shall hold a security deposit for a minimum of six months as set forth in the Service Order attached hereto. ECS may increase its security deposit requirements, at any time, if in ECS' sole discretion it is necessary to cover potential refunds, chargebacks, customer disputes, and/ or fines or penalties imposed directly or indirectly on ECS by its acquiring bank, the card associations or regulatory agencies.

In the event Client utilizes both transaction processing and hosting services from any affiliated entities, Client hereby authorizes and agrees to allow the funds of their transaction processing reserve to be applied, wholly or in part, to their delinquent hosting account. This offset is intended to protect the Client from discontinuation of hosting services for unpaid balances on account.

If ECS is penalized by its acquiring bank, a card association, or NACHA for chargebacks, refunds, or returned checks arising from ECS' processing transactions for your website(s), ECS may at any time and at its discretion pass through to you actual amount of the penalty per item. ECS' waiver of this paragraph for any period of time does not constitute forfeiture of ECS' right to impose the application of the penalties retroactively or for that period of time. You acknowledge that the card associations and regulatory agencies may apply chargebacks and fines retroactively and that ECS must retain that right as well. In the event a flat amount penalty is assessed against ECS as opposed to a per transaction penalty, ECS may at its sole discretion prorate the flat amount among those clients that ECS at its sole discretion deems to have been the cause of the penalty.

Disputes of charges or fees assessed for ECS service must be reported to ECS within 90 days of the charge or fee appearing in Merchant's account reports, delivered via the ECS Admin Portal. Disputes presented to ECS for these fees more than 90 days after the charge or fee will be denied. Billing disputes resolved in favor of Client will result in account credits for the respective disputed amount. Cash refunds will not be provided.

6. Payment

ECS will issue payment to you on a weekly basis. The payment made will be for the net amount of the customer charges for the week ending on Saturday, one week prior to the week the payment is issued. The minimum net amount that ECS will payout in any week is $100.00 for wire transfers and $25.00 for checks. Minimums are after deduction of the processing the payment. Lesser amounts will be held by ECS until the minimum has accumulated. While ECS will make reasonable effort to make payment on Monday, if there are unusual circumstances such as delays in ECS receiving payment from banks, holidays, or system failures, ECS will make payment as soon after Monday as possible.

The net amount of payment will be the amount of customer charges minus ECS' fees, security deposit, refunds not processed in previous payments, chargebacks, payment delivery fees, taxes, penalties, and any additional security deposit amounts. ECS reserves the right to charge any of these deductions against the security deposit and to require you to replenish the security deposit to a level deemed appropriate solely by ECS or its Merchant Bank.

In order to resolve complaints and disputes, you agree that ECS may issue refunds without your knowledge or approval in any situation ECS thinks is appropriate. ECS may also include the customer in its database of blocked accounts if there is an indication of fraud or inappropriate use of the customer's information by the customer or anyone else.

ECS offers additional services to its clients under separate Addendums. You agree that ECS has, and you hereby assign to ECS, the right to utilize funds due you under this Addendum to satisfy any fees that may occur under any other Addendums or Attachments you have entered into with ECS.

7. Cancellation

You and ECS can cancel this Addendum at any time with 10 days written notice. Email and telephone are not acceptable forms of notice. ECS also has the right to cancel this Addendum without notice, if you violate the terms of this Addendum, or ECS' Acceptable Use Policies (AUP). ECS' AUP is available to Client through Client Administration System ECS will change its AUP from time to time and it is your responsibility to check it often to make sure you are in compliance. In cases of minor violations, ECS will give you an opportunity to become compliant, but ECS can cancel this Addendum or take any other action ECS feels is appropriate if you do not comply. Serious violations by you or any of your referrers or upon notification by any of the card associations or regulatory agencies to discontinue accepting transactions will result in ECS canceling this Addendum immediately.

During the term of this Agreement or in the event that you cancel this Agreement, you agree that for a period of one year following such cancellation you will not attempt to circumvent EC Suite by utilizing any of EC Suite's acquirers or service providers for processing transactions for your websites.

In the event Client's account is suspended for unacceptable conduct or suspicion of fraud, all rebilling members may be cancelled and all monies held for a period of six months to one year. In addition, ECS reserves the right, where feasible, to implement technical mechanisms, which prevent the occurrences listed above. Furthermore, ECS is under no obligation to notify client of its actions.

ECS may deactivate ECS accounts or sub accounts that have not processed any transactions within a 90-day period or the ECS join page is not viewable from the home URL of the protected website. Accounts are deactivated in order to minimize the unnecessary operational cost associated with maintaining them in the system.

8. Your Obligations

You agree to use ECS' services for the sale of legal content, downloadable products, and services from your website. You will not use ECS' services for the sale of property or items that cannot be downloaded from your website by your customer.

On ECS' signup page for your website, ECS will plainly show the customer the price(s) you are charging and all terms and conditions of the purchase. If this Addendum is terminated by either you or ECS for any reason, you must leave the ability for customers to cancel their purchases through ECS' services until there are no more active recurring memberships. If you do not do this, or if in ECS' judgment there will be excessive chargebacks, ECS may without notice immediately issue refunds to your customers, and hold all payments and reserves until such time as ECS is convinced that there will be no further refunds and/or chargebacks. The minimum time that ECS will withhold payment is six months.

You are responsible for and agree to always maintain the ability to respond to your customer's technical inquiries and try to resolve issues amicably. If, in ECS' opinion customer complaints and/or chargebacks are excessive, ECS may choose to cancel this Attachment and you agree to immediately reimburse to ECS all its expenses fines and fees related to chargebacks and refunds.

Within the limits imposed by paragraph 2 of this Addendum you may change the access prices and subscription options for your website whenever you want. The correctness, functionality, and accuracy of these changes are your responsibility regardless of who makes them.

9. Entire Addendum; Modifications

The MSA and all addendums and attachments set forth the entire agreement and understanding between the parties and merges all prior discussion between them. ECS reserves the right to modify this Addendum at any time. Utilization of the service by you and/or your customers following the effective date of any change or modification of this Addendum on ECS' website will constitute acceptance by you of such change(s). Otherwise, this Addendum may not be modified except by the written consent of both parties.

For your own protection, you understand and agree that ECS will only accept requested changes and modifications to this Addendum that are in writing and signed by the individual(s) signing this Addendum.

ECS strongly discourages clients from having more than one person sign this Addendum. If you choose to have more than one person sign this Addendum, please be advised that, when notified of a dispute, ECS will not make any changes to the account or disburse or refund any monies until ECS receives either written stipulation signed by all signatories or a court order.

10. Addendums and Schedules

All documents required by this Addendum must be received by ECS prior to ECS processing any transactions. This Addendum becomes effective on the date that the Service order is accepted by ECS.

Exhibit A: Tangible Goods AUP

The following modifies or reinforces ECS' standard AUP for the purpose of sale of tangible goods.

  1. Violations of Intellectual Property
    We will not process for websites that infringe, or contain products that infringe on the intellectual property rights of other parties.
  2. Mailing Lists and Personal Information
    We do not allow the sale of email lists, opt-in lists, leads, mailing lists, social networking or IM info, telephone numbers, or FAX numbers.
  3. Prohibited Items; Not For Sale
    1. General
      The sale of any of the below is not allowed:
      1. Cars, Boats, Airplanes or other Motorized Transportation
      2. Real estate
    2. Firearms, Weapons, Explosives and Hazardous materials
      The sale of any of the below is prohibited:
      1. Fire arms
      2. Ammunition
      3. Air Guns
      4. Firearm parts or accessories
      5. Pyrotechnic devices and hazardous materials
      6. Fireworks
      7. Hazardous Chemicals
      8. Radioactive materials
      9. Combustible or Corrosive materials
      10. Pesticides
    3. Drugs, Drug Paraphernalia, and Related Items
      The sale of any of the below is prohibited:
      1. Alcohol
      2. Tobacco
      3. Illegal Drugs
      4. Drug Paraphernalia
      5. Narcotics
      6. Steroids
      7. Any and all items that are primarily intended or designed for use in manufacturing, concealing or using a controlled substance
      8. Anything described in a manner that suggests ingesting, inhaling, extracting or otherwise using any substance or compound from the legal substance will provide the same effect as an illegal drug, compound or substance or that will provide unsubstantiated health benefits
    4. Medical
      The sale of any of the below is prohibited:
      1. Prescription Drugs
      2. Controlled substances
      3. Prescription devices
      4. "Miracle Cures" or any health/nutritional products offering guaranteed results
      5. Computer, Internet, and Marketing
    5. Computer and Device Applications
      The sale of any of the below is prohibited:
      1. Software designed to harvest e-mail addresses or other personal information from the Internet
      2. Software designed to post messages on multiple forums, message boards, bulletin boards, newsgroups, etc.
      3. Software designed to facilitate the transmission of Unsolicited Bulk Email ("UBE")
      4. Malware
    6. Clothing and Accessories (Used)
      The sale of any of the below is prohibited:
      1. All used clothing items must include a statement that the item has been properly cleaned
      2. Used under garments are prohibited
    7. Offensive Material
      Prohibited are Goods, literature, products, or other materials that:
      1. Promote hatred, racism or religious persecution
      2. Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors
      3. Defame or slander any person or groups of people protected from defamation or slander by applicable law (such as the protection afforded to the royal family in some jurisdictions)
      4. Encourage or incite violent acts
      5. Promote the facilitation of suicide or euthanasia
      6. Promote intolerance or hatred
      7. Promote or support membership in terrorist groups or other organizations prohibited by law
      8. Contravene public morality
      9. Are considered obscene
    8. Security Circumvention
      Prohibited are products such as lock picks that are designed to circumvent the below methods or are designed to gain access to restricted features, systems or services they have not paid for:
      1. Locks
      2. Programming codes or security features
      3. Police and other government identification and equipment
  4. Illegal Products, Regulated Goods and Misc. Items That Will Not Be Accepted
    1. Airbags
    2. Batteries containing mercury
    3. Car titles
    4. License plates
    5. Postage meters
    6. Recalled Products
    7. Government IDs and licenses, or items that claim to be, or that look similar to, government identification documents
    8. Stolen property
    9. Postage meters
    10. Illegal Telecommunications services
    11. Radar and laser jammers
    12. Cuban Cigars
    13. Cable Descramblers
    14. Items that encourage, promote, facilitate or instruct others to engage in illegal activities
    15. Electronic Surveillance Equipment or products designed primarily to record the private oral, wire or electronic conversations of others without their knowledge or permission
    16. Live Animals
    17. Humans, the human body, or any human body parts or fluids
    18. Cultural Artifacts, Antiquities, Native American Artifacts
    19. Food - Perishable, non-prepackaged foods
    20. Precious metals or stones
    21. Any other items or activities which in Company's judgment are illegal, inappropriate, or offensive

Exhibit B: EC Suite Tangible Goods Policies

  1. All consumer complaints that require the Company's intervention will always be resolved in favor of the consumer.
  2. The client is required to ship all orders within 3 business days (excluding weekends and major U.S. holidays). The orders must be shipped by 6pm (local time) on the third day.
  3. If a product is not shipped within the 3 business day period, the Client must refund the transaction before the end of said 3 day period.
  4. Client may not accept orders for any products that are unavailable for shipment within the 3 business day period and must remove the consumer's ability to purchase the product.
  5. Client may ship all materials via public and/or private shipping companies such as USPS, FedEx, DHL or UPS as long as they provide a verifiable tracking ID.
  6. Clients are required to prominently list on any website selling tangible goods a clear and reasonable refund and exchange policy that is appropriate for managing customer issues and does not result in excessive complaints, as determined by the Company.
  7. Clients are required to prominently list on any website selling tangible goods a clear and reasonable return and exchange policy that is appropriate for managing customer issues and complaints. The return and exchange policy must include a time frame for how long the customer has to make a return, who is responsible for paying the shipping costs (seller or customer) and the instructions for completing a return.
  8. Company does not allow exchanges to be processed through its systems. All exchanges are handled directly between Client and Consumer. Even in the event of an exchange, Company reserves the right without client approval to refund the consumer in the event consumer complains to Company.
  9. All tangible goods orders must be processed through a separate Company sub-account than intangible purchasing.
  10. It is the client's responsibility to handle all customer product and shipping inquiries. Client is required to prominently display their company name, address, phone number, and email address on their website to offer support with a response time of 24 hours.
  11. The client is required to inform Company and all consumers when an order is shipped and provide both with the shipping company name, shipping address, tracking number, and the transaction ID number.
  12. If there are any delays or changes to the order or product availability, Client must immediately issue a refund and notify both the consumer and the Company.
  13. All products must have a product description that clearly and accurately depicts the product.
  14. Any used products being sold by the client must clearly state the condition of the product. Any used products must be properly cleaned before shipment and a notice must be provided before purchasing indicating the products are used and have been properly cleaned.
  15. The client indemnifies ECS, its owners, employees, and agents against any costs or legal fees resulting from client's actions including claims of illegal activity by any legal jurisdiction including but not limited to Federal, State, Local, or International.
  16. All payments are subject to be delayed or held at the sole discretion of ECS.

Additional Attachment Listing
v.9; 01282013