2checkout: OPERATING REGULATIONS

OPERATING REGULATIONS

THESE OPERATING REGULATIONS (“Operating Regulations”) and the other portions of the Agreement govern the activities of a Supplier (being a business entity that enters into a Supplier Agreement with 2Checkout.com, Inc. (“2CO”) and offers its products and/or services for resale on 2CO’s website. Supplier may be referred to as “You” or “Your” in these Operating Regulations as a participant in 2CO’s program as described in the Agreement.



I. EFFECTIVE DATE, SUPPLIER AGREEMENT AND AMENDMENT.

These OPERATING REGULATIONS are effective and binding upon the Supplier and 2CO upon the completion and acceptance of the Supplier Agreement (“Agreement”). These Operating Regulations and all of 2CO’s website policies and statements are incorporated into and made a part of the Agreement. Any capitalized words or phrases herein that do not have a definition in these Operating Regulations shall have the meaning attributed to that word or phrase in the Agreement. 2CO may amend these Operating Regulations at any time upon posting the amendments on 2CO‘s website. Supplier’s continued sale of Products to 2CO subsequent to such posting shall constitute acceptance of the amendments.



II. QUESTIONS REGARDING ACCOUNT.


A. Card Account.

For any questions raised regarding a charge on either your or a Customer’s credit card, debit card, charge card or deposit account (herein individually and collectively referred to as “Cards”) statement, please fill out an online Customer Service Request at http://www.2checkout.com/order.htm or contact 2CO’s Customer Service Department at 1.614.921.2450.


B. 2Checkout.com Account.

For any questions regarding your 2Checkout.com, Inc. Account, please fill out an online support request at www.2checkout.com/contactus.htm or contact 2CO’s Customer Service Department at 1.614.921.2450.



III. SALE OF GOODS.


If a Supplier registers products or services with 2CO, 2CO may purchase such products or services (“Goods”) for resale to Customers.


2CO shall not be restricted by Supplier as to the price charged to Customers for the resale of products or services purchased from Supplier. Where applicable, 2CO may collect from the Customer and remit to the appropriate governmental agency an amount for sales, use, or other similar taxes.


IV. ACCOUNT ESTABLISHMENT.

Upon completion of the Agreement and remittance of the Account Establishment Fee, a Supplier shall be considered registered.



§ The Account Establishment Fee is $49.00 USD if payment is remitted by electronic ACH payment, Card payment or certified check or money order or PayPal. The Account Establishment Fee is $60.00 USD if payment is remitted by International Wire Transfer.


§ Payment of the Account Establishment Fee entitles the Supplier to register one website or domain with 2CO. Any Supplier wishing to modify the domain or website of record may do so upon approval of 2CO’s Risk Management Department and the payment of an additional fee of $19.00 USD.


§ In the event a Supplier manages multiple websites or storefronts and elects to link such Accounts from a payment remittance perspective, an Additional Account can be registered for a discounted fee of $30.00 USD. Such Additional Account must be linked to the Account for which the full Account Establishment Fee has been paid.


§ Should a Supplier wish to unlink an Additional Account from the Account an additional fee of $19.00 USD will be assessed to the Additional Account.


V. LIMITATIONS ON PRODUCTS AND SERVICES OFFERED FOR RESALE.


A. Right to Prohibit Certain Sales/Registrations.


2CO reserves the right to prohibit the registration and/or sale of certain products and services (“Prohibited Products”). 2CO has the right to change the list of Prohibited Products from time to time, in its discretion, without notice to or the consent of Supplier. 2CO shall have no liability or obligation to Supplier for a change in the Prohibited Products listings, even if the addition of a Product to the list of Prohibited Products eliminates all Products that Supplier offers for sale. For a current list of Prohibited Products please go to the following link (www.2checkout.com/products.htm).


B. Supplier’s Duty to Comply.

Supplier shall abide by the list of Prohibited Products and will not offer Prohibited Products for sale. If Supplier is offering Products for sale that become Prohibited Products, Supplier shall immediately cease to offer such Products for sale upon notification by 2CO. A Supplier in violation of these requirements will be notified and warned to remove the Products or services from 2CO’s offerings. Failure to comply within two (2) days may result in the Account being suspended from activity temporarily until the Prohibited Product is removed, or. the Account being permanently closed. If the Account is closed, 2CO may retain funds in its possession from completed sales to reimburse 2CO for any losses, costs or expenses it incurs as a result of Supplier’s failure to abide by the requirements of the Agreement..


If, in the sole discretion of 2CO, the Products being offered are such that they should be immediately withdrawn from sale by Supplier, 2CO may suspend the activities of Supplier, without notice and opportunity to cure. Such suspension may continue indefinitely or result in an Account being closed. Upon a closure of an Account, 2CO shall have the right to retain funds for completed sales as set forth above.


VI. TRANSACTION TYPES AND ASSOCIATED FEES.

All Transactions are processed using 2CO’s secure SSL encryption network and any other processes made available through its processing platform. A Transaction is any movement of funds into or out of a Supplier’s Account due to Authorization, Chargeback, Deposit, or Refund activity.


A. Authorization.

An Authorization occurs when a Customer initiates a purchase from 2CO and 2CO queries the Card system to ascertain legitimacy of the account information provided and availability of funds. No transaction fees are incurred by the Supplier for this type of activity.


B. Deposit/Settlement.

A Deposit or Settlement occurs when a Customer’s card or bank account is debited for a previous Authorization and funds are transferred from the Customer’s card or bank account to an account held by 2CO. Each Deposited Transaction will be assessed a fee by 2CO equal to 5.5% of the amount of the Transaction + $.0.45. The balance will be credited to the Supplier.

C. Cancellation.

A Cancellation occurs when either the Customer, 2CO or Supplier voids an Authorization. A Cancellation may occur within 48 hours of the initiation of the original order or issuance of an Authorization. No fees will be assessed to the Supplier’s Account for a Cancellation.



D. Refunds.

A Refund results if a Transaction has previously been Authorized and Settled and the 48-hour window for Cancellation has elapsed and the Customer, Supplier or 2CO initiates a return of funds to the Customer. Because funds are transferred, it is deemed to be a Transaction. No fees previously paid to 2CO will be reimbursed.


VII. PAY PERIODS AND PAYMENT SCHEDULING.


A. Standard Pay Periods.

Standard pay periods end on the 1st and the 16th of each calendar month.

Funds due Supplier, consisting of the sum of the prices for all Transactions less all (i) fees due 2CO, (ii) Chargebacks, (iii) Cancellations and (iv) Refunds will be paid as soon as practicable following the end of the applicable payment period.

The Authorization/Cancellation window is taken into consideration when calculating completed orders payable to the Supplier. The period upon which the payments due to the Supplier are calculated shall include the 48-hour period immediately preceding the beginning of the payment period and shall exclude the 48 hours immediately preceding the end of the standard payment period. (Example: A January 16th payment would NOT include any sales initiated after midnight, January 14th but WOULD include sales from December 30 and December 31).

B. Accelerated Pay Periods.

Weekly payment periods can be arranged with 2CO approval. A Supplier must have weekly sales activity over $1,000.00 USD per week, have been established for a minimum of 180 days, have acceptable Chargeback ratios and fulfill all risk and fraud requirements in order to qualify for an accelerated payment period.

C. Release of Funds.

* Initial Payments:

Accounts established within five (5) days of the end of a standard pay period will not be eligible for a payment until the end of the following standard pay period.

* Verification Processes:

Payments on an Account may be delayed due to 2CO’s “Verification Processes.” Verification Processes may include, without limitation, Customer contact or request for shipping information, Chargeback and Refund analyses and Product analyses. Verification Processes shall be established by 2CO and may be modified at 2CO’s discretion to ensure the quality of Products and the distribution practices of Supplier.

* Minimum Transfer Amounts:

The following minimum transfer amounts will apply to payment options:


1. ACH Disbursements - $10.00 USD Transfer Minimum

2. Check Disbursements - $100.00 USD Transfer Minimum

3. Wire Disbursement - $300.00 USD Transfer Minimum

4. Canadian ACH Disbursements - $10.00 USD Transfer Minimum


* Release Levels:

Suppliers electing to receive Payment Distributions by international wire transfer or check payment may specify a higher release level. This feature can assist Suppliers in managing banking fees which may be imposed by a receiving bank due to such matters as wire acceptance fees or currency conversion rates. The release levels begin at the transfer minimum amount of $300.00 USD and can be increased by $100.00 increments to $4,000.00 USD. Payment Distributions due Supplier will accrue in the Account until the release level set by the Supplier has been reached.

If Supplier elects to utilize wire transfers for payment, Supplier will be responsible to pay all wire transfer fees assessed by either financial institution involved in the wire transfer.


VIII. PAYMENT OPTIONS AND ASSOCIATED FEES.

Payment Distribution Fees will be directly debited from an Account immediately following the posting of distribution activity to the Account. These debits will generally appear on activity summaries for the payment period immediately following the actual distribution of funds.

A. U.S. Suppliers.

ACH Disbursement - No Charge

Check Disbursement - $4.00 USD Per Check


B. Canadian Suppliers.

Canadian ACH Disbursement - No Charge

Check Disbursement - $4.00 USD Per Check

International Wire in CAD - $6.00 USD Per Wire

International Wire in USD - $12.00 USD Per Wire


C. Other International Suppliers.


Check Disbursement - $4.00 USD Per Check

International Wire in “Supported Currency” - $6.00 USD Per Wire

International Wire in Other Currency or USD- $12.00 USD Per Wire


D. Supported Currency.

2CO has contracted with a third-party provider to facilitate the distribution of funds to international Suppliers. The method includes the ability to transfer funds to the recipient in the Supported Currency of the Supplier’s choice. Supported Currencies include transfers to the following countries:


§ Australia;

§ Czech Republic

§ Denmark

§ European Countries – Belgium, Germany, Greece, Spain, France, Ireland, Italy, Luxembourg, The Netherlands, Austria, Portugal, Finland

§ Hong Kong

§ Hungary

§ India

§ Israel

§ Japan

§ Kuwait

§ Mexico

§ New Zealand

§ Norway

§ Philippines

§ Poland

§ Saudi Arabia

§ Singapore

§ Slovenia

§ South Africa

§ Sweden

§ Switzerland

§ Thailand

§ United Kingdom

§ United Arab Emirates


2CO maintains the right to amend the list of Supported Currencies at any time. Amendments may include additions or deletions.


E. Supplier Distribution Error Fees.


A Supplier Distribution Error occurs when any of the following events take place:


§ Return Wire;

§ ACH Pass-Through;

§ ACH Return;

§ Check Stop Payment


Fees for each of these items, per occurrence, will be as follows:


§ Return Wire - $ 8.00 USD

§ ACH Pass-Through – $ 5.00 USD

§ ACH Return – $ 6.00 USD

§ Check Stop Payment - $12.00 USD


F. Change in Fees.

2CO may change any or all of the fees, or add new fees, with reasonable advance notice of such change to Supplier via posting the changes on 2CO’s website either as a notice of change or an amendment to the Operating Regulations. Provided, however, that if a third party changes the fees it charges without providing notice to 2CO, 2CO shall not be obligated to provide notice prior to changing the fees charged to Supplier.


IX. RESERVE POLICY.

2CO will withhold from Supplier’s Account a reserve equal to 5% of gross sales (“Reserve’). for as long as the Supplier is participating in 2CO’s program. 2CO will retain at all times a minimum of 90 days worth of Reserve, returning the amount held in excess of that to Supplier with the next standard pay period’s payment (“Reserve Cycle”). The Reserve is in addition to any fees or charges that will be assessed against Supplier. In the event Supplier has excessive Chargebacks or Returns, or if 2CO reasonably deems itself insecure because of Supplier’s performance or creditworthiness, 2CO may, in its discretion, withhold the Reserve at a higher rate, hold the reserve over a Reserve Cycle longer than 90 days, or both.


X. CUSTOMER TRANSACTIONS.


A. Chargebacks, Cancellations, Returns and Refunds:

o Cancellations – A Cancellation occurs when, in the 48 hours following the Transaction, a Customer cancels an order and returns any Product received from 2CO. Whenever possible, the Supplier and 2CO should proactively respond to any Cancellation in order to reduce the fees associated with the Transaction.


o Return - A Return occurs when a Customer returns goods previously purchased from 2CO to the Supplier


o Refund – A Refund occurs when either 2CO or the Supplier reverses a previously deposited transaction and returns the funds to a Customer’s account. Suppliers shall accept the Return of Products and agree to provide Refunds through 2CO for Customers who initiate either a Return or begin Chargeback activity through 2CO, the Card association, the Card issuer, or the depository bank


o Chargebacks – A Chargeback occurs when the Customer or the Card-issuing bank disputes the validity of a credit card transaction and subsequently reverses any previous transfer of funds from the cardholder’s account to that of 2CO. e 2CO has no recourse in advance of the reversal to prevent any such debit from 2CO’s merchant account.


The Card associations establish minimum acceptable levels for Chargebacks on a per merchant account basis. In order to meet these minimum acceptable levels and to protect the overall profitability and credibility of its Suppliers, 2CO will establish and enforce a Chargeback Policy to help ensure prompt Supplier contact in the event a Customer effects a Cancellation of a pending purchase, a Chargeback, or a Return and Refund.


B. Return Policy.

o Supplier’s Return Policy - Each Supplier shall prominently post a Return Policy that shall be clear, complete and accurate. Said policy should available for review by a Customer prior to the Customer being obligated for a purchase of Goods. The policy shall include any considerations regarding the Return or Cancellation of Goods. Supplier’s policy shall, at minimum, indicate that Supplier shall not reduce the amount of a Refund on a Return or Cancellation by the assessment of a restocking fee or any other charge for any Return that occurs in accordance with the Return Policy or for any Chargeback that occurs in accordance with applicable rules and regulations.


o 2CO Return Policy – If, in the event there is a dispute between a Customer and a Supplier regarding a Return or Cancellation 2CO resolves to use commercially reasonable efforts to resolve the Customer inquiry or complaint in a manner that is acceptable to Customer, Supplier and 2CO. To this end, 2CO reserves the right to issue a Refund or Cancellation without the knowledge or consent of Supplier in any case 2CO deems appropriate. Supplier’s Account will be debited by 2CO in an appropriate amount for any such Refund and 2CO shall attempt to obtain the return of any Goods.


C. Customer Assistance.

Supplier shall at all times respond promptly to inquiries from 2CO on behalf of Customers and shall endeavor to resolve disputes with said Customers amicably and in a professional and courteous manner. Supplier shall be responsible at its expense to monitor and resolve issues that appear on the ADMIN panel related to its Account with 2CO. Failure to do so shall be deemed to be a breach of Supplier’s obligations under the Agreement . 2CO reserves the right to charge Supplier reasonable fees and recover its expenses on account of excessive Customer inquiries, Returns, Refunds or Chargeback activity.


2CO shall notify Supplier of the details and nature of any negative activity reported and attempt to find a solution that is acceptable to all parties to the transaction. Supplier shall have the option of continuing the Agreement subject to the additional fees and costs imposed by 2CO or terminating the Agreement.


XI. CHARGEBACK POLICY.

A. Standard Fees.

Suppliers shall be assessed a Chargeback fee of $11.00 USD per occurrence in addition to the obligation for a full refund of the purchase price paid by 2CO. This fee is based upon an assumption that Chargeback activity based upon both transaction volume and dollar volume will be maintained at less than one percent (1%) of both, calculated in the manner set forth in the succeeding paragraph.


B. Volume-Based Fees.

In the event that Chargebacks equals or exceeds one percent (1%), the Chargeback fees applied to a Supplier Account will be based upon the amount of risk experienced by 2CO due to the Products purchased. The percentage is equal to either the total number of Chargebacks that occur divided by the total number of transactions or the total dollar volume of the Chargebacks divided by the total dollar volume for all transactions. If one, or both, calculations equals or exceeds one percent (1%) the calculation that results in the highest fee due will be used. The Chargeback fee shall be as set forth in the chart below:


Percentage Incurred During Account History
Fee Per Chargeback Occurrence

Less than 1%
$11.00

Between 1% and 1.999%
$15.00

Between 2% and 2.999%
$21.00

Between 3% and 3.999%
$50.00


C. Disputes.

Card-issuing banks provide limited recourse to dispute the validity of a Chargeback. Additionally, Chargeback utilization once incurred is not redeemed by any successful dispute activity. For these reasons, 2CO will not arbitrarily dispute any Chargeback notification. If, however, a Supplier elects to initiate a dispute 2CO will provide assistance and serve as a channel for any and all documentation that the Suppliers feels are necessary to prove the legitimacy of the Product purchase subject to the Chargeback.


In order to assist in covering 2CO’s costs, the Supplier will be assessed an additional charge of $14.00 per occurrence.


XII. PROHIBITED ACTIVITIES.

If 2CO ascertains that Supplier is using the Account in conjunction with any of the following activities, the Account will be immediately suspended and Supplier will forfeit the right to any disbursement of funds for completed sales of products or service to 2CO:


A. Virtual Terminal Activity (i.e. Self-Keying).

B. Generating unsolicited Commercial e-mail or messaging.


For the purposes of this document, the term “SPAM” means unsolicited commercial email or email sent to the recipient after the recipient has revoked authorization for the sender. SPAM includes, without limitation:


§ Unwelcome email;

§ Newsgroup cross-postings;

§ Windows that spawn new windows;

§ Windows which resist closure.


XIII. NOTICE OF FEES AND CHANGE.


A. Operational Fees.


As stated, 2CO may change any and all fees set forth in the Operating Regulations with reasonable advance notice of such changes to Supplier via posting on 2CO’s website, emailing or mailing the changes to Supplier. 2CO shall not be obligated to provide notice in advance of charging Supplier the changed fee if a third party changes the fees that are the basis for the fees charged to Supplier without providing notice to 2CO.

B. Account, Product or Supplier Policy Changes.

Supplier must notify 2CO immediately via email, support ticket or telephone of any changes that affect any of the following:


§ Products or Services offered for sale by Supplier;

§ Shipping Policy;

§ Return or Cancellation Policy;

§ Primary Contact Information;

§ URL or Domain Name.

Version 020604
see: www2.2checkout.com/documentation/operating.html

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