This Agreement for online transaction services between You, a person, organization or other entity (hereinafter referred to as "Host")
and ePayment Express (hereinafter referred to as "ePayment Express") is effective immediately upon selecting the box below.
The parties hereby agree as follows:
BY CLICKING THE "SIGN US UP!" BUTTON BELOW, HOST REPRESENTS THAT THEY HAVE READ THE AGREEMENT AND UNDERSTANDS THAT THE AGREEMENT WILL HAVE THE SAME LEGAL EFFECT AND FORCE AS A SIGNED DOCUMENT.
1. Services and Responsibilities. ePayment Express will provide the following Services under this Agreement: (a) Display and list Host's Events on the ePayment Express suite of websites, located at the following world wide web addresses: http://www.eTicketExpress.com; http://www.eRegisterExpress.com; http://www.eContributeExpress.com; (b) accept and process Online and Point-of-Sale orders for Tickets and Registrations to Host's Events and process all credit card payments to said Events on Host's behalf; (c) support hypertext links from other websites that link to the ePayment Express web-based Ticketing and Registration service functions in support of Host's Events; and (d) provide an accounting to Host of the fees and charges for each Ticket and Registration sold by ePayment Express.
2. Service Fees.
2.1 Online Service Fee: ePayment Express is authorized to collect and retain a Fee in the amount of 4% + $0.40 on the face value of each ticket and registration sold. Host acknowledges that this Fee will be applied to all Event Tickets and Registrations purchased Online (on the Internet).
2.2 Point-of-Sale Fees (applicable only when using the ePayment Express web-based Ticketing and Registration service): ePayment Express is authorized to collect Point-of-Sale Fees in the amount of 4% + $0.40 of total sales collected through the ePayment Express web-based Ticketing and Registration service. Host acknowledges that these Fees will be applied to all Event Tickets and Registrations sold through the ePayment Express web-based Ticketing and Registration service.
3. Optional Services and Related Fees.
3.1 Complimentary Tickets & Registrations/Coupons: Host may use the Complimentary Ticket & Registration/Coupon feature to issue Complimentary Tickets to Ticket Buyers and Complimentary Registrations to
Registration Buyers. Complimentary Prices will be deducted from Host's weekly Settlement payments accordingly.
3.2 Donations: Host may use the Donations feature to solicit optional non-profit Donations from Ticket and Registration Buyers at the time of checkout. By enabling this feature, Host gives ePayment Express authorization to collect optional non-profit Donations on their behalf. Through this authorization, ePayment Express will retain from Host a Donations Fee, which is equal to 3% + $0.30 of the total Donations collected and is used to cover the credit card processing fees associated with processing optional Donations online. ePayment Express will deduct the 3% + $0.30 Donations Fee from the total Donation amount before issuing Donations Settlements to Host. Donations Settlements will be issued on the same schedule as Host's Ticket and Registration Sales Settlements, as outlined in Paragraph 6.
4. Settlement Payments. ePayment Express will collect all proceeds from Ticket and Registration Sales, deposit them into an account maintained by ePayment Express, and remit the portion of such proceeds due to Host less the amounts to which ePayment Express is entitled pursuant to this Agreement.
4.1 Settlement Payment via Check: Settlement Payment on Ticket and Registration Sales for all Host Events will be made by Check, payable only to the Host name that was supplied during the account setup process. Payment will be sent to Host at the address supplied during the account setup process via US Mail seven (7) business days after the Event closes. All sales, fees, charges, and funds are payable in U.S. Dollars. ePayment Express reserves the right to hold Settlement Payment funds equal to the value of seven (7) days Ticket and Registration Sales for a period of ninety (90) days after the date of the first or last transaction in order to accommodate canceled events, chargebacks, disputed transactions or any other circumstances that may pose significant exposure, risk, or liability to ePayment Express.
5. Ticket and Registration Allocations. Host is solely responsible for accurately maintaining the number of Tickets and Registrations available for sale through the ePayment Express System. ePayment Express will not be responsible in any way for over-selling Events (e.g. selling Tickets and/or Registrations in excess of the venue's capacity or in excess of the number of Tickets and/or Registrations Host intended to allocate to the ePayment Express System). Host agrees to reimburse ePayment Express for any and all costs, expenses and losses incurred by ePayment Express due to over-selling Events, and ePayment Express will be entitled to deduct such amounts from Settlements.
6. Canceled Events & Refunds. All Ticket and Registration sales are final, unless Host's Event is canceled. If Host's Event is canceled for any reason and a complete Refund must be issued to all customers, Host must inform ePayment Express of the cancelation within 72 hours of the Event start time.
6.1 Canceled Event Policy: ePayment Express will Refund the Ticket or Registration value, minus Fees, to the purchasing customers. If Ticket and/or Registration Sales Settlement Payments being held by ePayment Express for Host's Events is insufficient to cover the Refunds, Host shall provide ePayment Express with sufficient funds to issue Refunds within three (3) business days of canceling and Event.
6.2 Refund Policy: It is agreed and understood that ePayment Express is the Ticketing and Registration Agent of Host and therefore ePayment Express' agreement to make any Refunds as the agent of Host is subject and limited to ePayment Express' holding or receiving from Host the full amount of funds necessary to make Refunds to all Ticket Buyers properly entitled to a Refund. Host may authorize ePayment Express to grant Refunds for any other reason, at Host's own discretion, and in such event ePayment Express may deduct the amounts of such Refunds from the Settlement Payments owed to Host. If Settlement funds are insufficient, Host shall provide ePayment Express sufficient funds to make Refunds within three (3) business days of canceling an Event. Host agrees that ePayment Express will be entitled to retain the Fees assessable with respect to the initial sale of Refunded Tickets and Registrations.
7. Chargebacks. Host is responsible for any Chargebacks that ePayment Express receives from its merchant bank in connection with Host's Events. For purposes of this Agreement, "Chargebacks" shall mean the amounts that the merchant bank is charged back by a cardholder or a card issuer under the card organization's rules (e.g. cardholder dispute, fraud, declined transaction, returned Tickets for Cancelled Events, etc.).
7.1 Chargeback Policy: ePayment Express reserves the right to deduct Chargebacks from Host's Ticket and Registration Sales Settlement Payments or for up to eighteen (18) months after the occurrence of an Event. If Settlement Payment funds are insufficient, ePayment Express will invoice Host for the total amount due and Host shall provide ePayment Express with sufficient funds to cover such Chargebacks within thirty (30) days of receiving the invoice.
8. Event Restrictions. When submitting Events to the ePayment Express Ticketing and Registration System, it is Host's responsibility to provide any restrictions associated with said Events. Events that require a restriction for admission, including, but not limited to, age, school or organizational affiliation, or other characteristics, must be clearly stated by Host upon submission to the website. It is Host's responsibility to ensure that said restriction is lawful and does not violate any federal, state, or local laws prior to submitting Events to ePayment Express.
9. Ticket Resale. Host agrees that any software or other resources provided by ePayment Express via the terms of this Agreement may not be used for the resale or "scalping" of tickets and/or registrations.
9.1 Definition. For the purposes of this Section, "resale of tickets and/or registrations" shall mean the sale of any ticket(s) or registration(s) that have come into Host's possession, whether from ePayment Express or a third party, and which Host intends to resell to one or more ticket buyers.
9.2 Termination and Reconciliation. If Host creates an event listing with the intent to violate the terms of this Section, even if it has not gone live on ePayment Express's suite of websites, and even if no actual sales have taken place, then ePayment Express reserves the right to unilaterally terminate this Agreement without any prior notice to Host. ePayment Express also reserves the right to issue refunds to ticket buyers for the face value of any tickets purchased for the offending event listing. Host is responsible for providing all funds for any refunds provided for in this Section. If ePayment Express is not in possession of all funds associated with the offending event, then Host must provide ePayment Express with any such funds within ten (10) business days of notice of termination.
9.3 Liability. In the event of a breach falling under the scope of this Section, Host shall be solely liable for any damages or other legal action resulting from the violation of any and all applicable local, state, federal, or international laws concerning the resale of tickets and/or registrations.
10. Advertising and Linking. Host agrees to provide a hyperlink to one or more of ePayment Express' suite of websites with a call to action such as "Buy Tickets Now" or "Register Now." Host may display the ePayment Express logo on its website.
11. Taxes. Host is solely responsible for submission and payment of any applicable federal, state, and/or local taxes. For example, some states may charge an amusement or other tax on certain types of Events. It is Host's responsibility to know if any applicable laws apply and to adjust the Ticket price accordingly to account for payment of these taxes.
12. Access. Host understands and agrees that the sites may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our control or which are not reasonably foreseeable by ePayment Express.
13. Representations and Warranties. Host represents and warrants the following: (i) You are over eighteen (18) years of age; (ii) You have the right, power, and authority to execute, deliver, and perform this Agreement; (iii) You are a producer, promoter, presenter, or manager of the Events; (iv) You have the authority and right to offer, sell, and honor the Tickets and/or Registrations to Events sold on the ePayment Express website; (v) the Events and any material or content provided by Host to ePayment Express for use on the ePayment Express website is/are not pornographic, defamatory, grossly offensive, harassing, malicious, or otherwise objectionable and do not infringe or violate the rights of any person or entity, including, but not limited to, copyright, trademark, trade secret, proprietary, intellectual property, and rights of privacy and/or publicity, whether by statute or common law; (vi) Host will not use the ePayment Express website or service for any unacceptable uses; (vii) the Events and the sale of Tickets and/or Registrations to Events do not constitute a violation of any federal, state, and/or local law; and (viii) Host will only use the ePayment Express system to transmit and disseminate information to Ticket and/or Registration purchasers that is reasonably related to a particular Event Ticket or Registration purchase.
14. Misrepresentation of Events. Events must be accurately and truthfully described when Host submits Event listings to the ePayment Express website. If ePayment Express discovers and determines, in our sole discretion, that Host misrepresented an Event, ePayment Express will cancel the Event and a Refund will be issued to Ticket and/or Registration purchasers. If ePayment Express determines that Host repeatedly engages in the conduct described in this section, Host's account will be terminated and any other Events submitted by Host will be cancelled.
15. Technical Support. ePayment Express will provide support in dealing with any difficulties which may arise in connection with Host's use of the ePayment Express website. ePayment Express attempts to provide such support in a timely manner, but make no guarantees that we will respond to your inquiry by a particular time. Technical Support is available Monday through Friday from 9AM to 6PM Pacific Standard Time. Technical support can be reached by phone at 503-974-9534 or by email at support@eTicket Express.com. Technical Support hours are subject to change.
16. Security. ePayment Express will take reasonable measures to maintain Host's Event data in a secure manner. ePayment Express will provide Host with a user ID and password that allows Hosts to add, modify, or update your Event data on the ePayment Express suite of sites. Host will be solely responsible for the confidentiality of your ID and password and for any authorized or unauthorized access to this site by any person using your ID and/or password. Host agrees to notify ePayment Express immediately of any unauthorized use of your password, ID, or any other breach of security discovered by Host.
17. Disclaimer of Warranties. THE EPAYMENT EXPRESS SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT PARTNER'S SOLE RISK. EPAYMENT EXPRESS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THE SITES, OR THE SERVICE PROVIDED BY EPAYMENT EXPRESS, WILL MEET PARTNER'S REQUIREMENTS; (C) THAT THE SITES WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE, OR ERROR-FREE; AND/OR (D) THAT ANY INFORMATION OR MATERIAL OBTAINED FROM THE SITES WILL BE ACCURATE, RELIABLE, COMPLETE, OR FREE FROM VIRUSES OR OTHER FORMS OF MALICIOUS OR DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY PARTNER FROM EPAYMENT EXPRESS, WHETHER IN ORAL, WRITTEN, OR ELECTRONIC FORM, RELATING TO PARTNER'S USE OF THESE SITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
18. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EPAYMENT EXPRESS BE LIABLE TO PARTNER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITES OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) PARTNER'S USE OR INABILITY TO USE THE SITES; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITES; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY MATERIAL OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; AND/OR (E) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO PARTNER. PARTNER'S SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO THE TOTAL FEES AND CHARGES PAID BY PARTNER TO EPAYMENT EXPRESS AND WILL NOT EXCEED THAT AMOUNT.
19. Indemnification. Host agrees to indemnify, hold harmless, and defend ePayment Express, our employees, and our agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement and/or any breach by Host thereof; (b) Host's use of the sites, including any data, content, or work transmitted or received by you; (c) any unacceptable or objectionable use of the websites, as ePayment Express determines at our sole discretion; and (d) any negligent or willful misconduct by Host.
20. Integration and Conflicting Terms. This Agreement, and our fees, constitute the complete and exclusive statement and agreement between ePayment Express and Host with respect to the websites and supersedes any and all prior or contemporaneous communications, representations, statements, agreements, and understandings, whether in oral, written, or electronic form, between Host and ePayment Express concerning the use of the website.
21. Independent Contractors. ePayment Express and Host are and will be independent contractors and neither party by virtue of this Agreement will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other.
22. Confidentiality and Non-Disclosure. Host understands and acknowledges that ePayment Express is the owner of valuable trade secrets and confidential, non-public, and proprietary information (collectively "Confidential Information") and acknowledges that the services which ePayment Express perform involve the furnishing of Confidential Information to Host including, but not limited to: (1) sales; (2) pricing; and (3) business strategy, and that the goodwill of ePayment Express depends, in part, upon Host keeping such information confidential. Host agrees to use its best efforts to protect ePayment Express Confidential Information and to implement security measures to keep said information confidential. Except pursuant to court order or the prior written consent of ePayment Express, Host agrees to not disclose, distribute, sell, license, transmit, or disseminate any Confidential Information to any other party or permit or cause any unauthorized party to disclose, examine, and/or reproduce any reports, documents, transmissions, or data containing Confidential Information prepared or owned by ePayment Express. If Host is requested or required to disclose Confidential Information pursuant to legal proceedings, you will promptly notify ePayment Express so that we may prepare a response to said legal proceedings.
23. Modification and Amendment. ePayment Express has the right, at any time and without notice, to add to or modify the terms of this Agreement by delivering such amended terms to Host by email at the address provided to ePayment Express by Host. Host's access to or use of the ePayment Express websites after the date such amended terms are delivered to you will be deemed to constitute acceptance of such amended terms. No modification made by Host will be binding upon ePayment Express unless it is made in writing and signed by ePayment Express.
24. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party will be excused to the extent that it is prevented, hindered, or delayed by such causes.
25. Severability. If any one or more of the provisions contained in this Agreement will for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding will not affect the remaining provisions of this Agreement, which will be enforceable to the fullest extent permitted by law.
26. Arbitration. Any controversy or claim arising out of or relating to this Agreement or a breach thereof, with the exception of any injunctive or equitable relief sought by ePayment Express for any violation of this Agreement, will be submitted to binding arbitration in Portland, Oregon in accordance with the rules and procedures of the American Arbitration Association ("AAA"), with the exception of any conflicts-of-law provisions.
27. Governing Law and Forum. This Agreement is made in, and will be governed by, the laws of Oregon, excluding its conflicts-of-law provisions. If, for any reason, the Arbitration provision contained in Section Twenty-Six (26) will be found to be invalid or unenforceable in any respect, or Host decides to challenge the arbitrator's decision or this Agreement, or ePayment Express initiates equitable proceedings, all actions, claims, or disputes arising under or relating to this agreement will be brought in the federal or state courts of Portland, Oregon. Host irrevocably submits and consents to the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Oregon. Host hereby irrevocably waives any and all objections which you may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in Oregon and to the venue of any such suit, action, or proceeding brought in any federal or state court in Portland, Oregon.
28. Notice. Except as provided herein, all notices relating to the site, Host's use thereof and/or this Agreement sent by either party will deemed to be delivered when sent via email to the other party's last known email address.
29. Remedies. In order to avoid irreparable injury to ePayment Express, in the Event of any breach or threatened breach by Host of the provisions of this Agreement, ePayment Express will be entitled to an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement will be construed as prohibiting ePayment Express from pursuing any other remedies available to us for such breach or threatened breach, including the recovery of monetary damages from Host.
30. Headings and Order. The headings and sequential order of the sections contained in this Agreement are for convenience or reference only and will have no substantive or procedural effects in construing the provisions of this Agreement.
