WhenNow™ by Active Data, Inc.
Last Revised: April 28, 2016
1.1. WhenNow is a brand and service of our company Active Data, Inc. We may refer to ourselves in this document as “Active Data”, “WhenNow”, “us” or “we”. WhenNow is a Software as a Service (SaaS) referred to as our “Service” that lets users, such as an event organizer, create, manage, promote, sell tickets, collect fees, and account for events that are properly held and that follow our Terms of Service. WhenNow also enables event attendee users to purchase or otherwise obtain tickets, passes or rights to attend events of interest and to use our Service to promote events to others through various means including through certain third party social media applications.
1.2. “Terms of Service”, “Referenced Policies” and other “Agreements”, collectively our “Terms”, all relate to the proper, responsible and legal use of our (“us”) products and services by “users”. A “User” is a person or organization that interacts with our software products or Service, in any way. You are a User when you interact with our Service to create an event as an “event organizer” You interact with our Service as a User when you buy or perform a transaction through our Service as an “attendee” and you interact with our Service as a User when you log-in or sign-up, and then just browse through our website or application, even if you do not use our Service for any other purpose.
1.3. If you use our Service in any way, it is important that you read these Terms and understand them. As an event organizer User, you agree to these Terms by simply using our Service, or by registering, signing up or logging in. If you are an attendee User, you agree to these Terms by purchasing any item offered for sale, making any donation or by registering for any event, even if that event is free. By agreeing to these Terms, you agree to be bound by all of the provisions of these Terms including our policies that are incorporated by reference. If you do not agree, do not use any of our services.
1.4. If you agree to these Terms on behalf of a company or organization, you represent to us that you have actual authority to bind the company or organization to these Terms.
1.5. The following policies are incorporated into the Terms by reference:
1.5.1. WhenNow End User License Agreement
1.5.2. WhenNow Privacy Policy
1.5.3. WhenNow Attendee Refund Policy
1.5.4. WhenNow DCMA, Trademark and Copyright Policy
1.5.5. WhenNow Merchant Agreement for Event Organizers
1.5.6. WhenNow Site Usage Policy
2.1. If you intend to sell tickets for an event and possibly ancillary items that support that event, you will be processing your credit or debit card payments through WhenNow and our exclusive partner beanstream®, a Bambora Company. Through our exclusive agreement we will be providing you with your card payment, authorization, processing and settlement services, our “Payment Gateway Service”, (PGS). This MERCHANT AGREEMENT covers the portions of the use of our PGS and is incorporated by reference into the Terms of Service. You agree to abide by these Terms and the MERCHANT AGREEMENT FOR EVENT ORGANIZERS if you ever use our Service to collect fees for any event, product or service that you sell through the WhenNow service.
2.2. You are initially assumed to be authorized to use our PGS when you properly create an event that contains full and verifiable event organizer contact information; your event date is 90 days or less from the date the event was created; you are selling less than 250 tickets or other items; the cost of a single transaction is less than $75.00 (USD); the event is being held at a physical location within the USA; AND, your event or activity is not on our Prohibited Activities List and you as the Event Organizer User are holding a legal event.
2.3. Event Organizer Users may be required to supply additional information to us to qualify to use our PGS prior to selling any items, or during the selling period. We may need to obtain additional personal information from you to allow us to qualify you to use our PGS. You explicitly agree that this additional information may be shared with our processing partners, Card Schemes and banks for the purpose of qualifying you for access to our PGS. Common forms of additional information include but are not limited to: your current and past address(es), business names, A/K/A and D/B/A names, bank account or other payment account information, Tax or Employer Identification Numbers, date of birth, driver’s license number, and other personal information including background and credit checks. The likelihood of us needing additional information increases as the price and quantity of the transactions sold increases.
2.4. As an Event Organizer User you agree to provide to us any requested additional information upon request. If you have already started to sell tickets to your event, we may, at our sole option, allow you to continue selling pending receipt of the requested additional information. If you fail to provide us with the requested information, we may suspend your event or hold back any payments which may be due to you without limitation, recourse or penalty. If we identify that your event may require us to collect additional information, we will work with you to make this qualification step as easy as possible.
2.5. WhenNow is a facilitator for Event Organizer Users and Attendee Users, we are not, and we do not provide banking services, deposit accounts, insurance or any other financial services other than being a limited partner to assist in the technical processing of credit card transactions through our partners and their affiliates.
3.1. WhenNow collects certain fees from paid transactions to run our business and to enable us to provide the Service. Our payment processing partners charge us fees for using their services and the Card Schemes charge fees when Users use a credit card to pay for goods and services. We take those fees and other costs and charge Event Organizer Users a transaction fee, the “Fee”, on any items sold through or by our Service. The Fee includes normal and customary processing costs that an Event Organizer User will pay for the privilege of using the Service. The Fee only covers approved purchase transactions, additional fees are charged for any extra WhenNow services, any refunds that are necessary, or credit card Charge Backs that are incurred. Users of our Service acknowledge that it would be impossible for us to provide the Service if we did not collect fees as part of our business model. Event Organizer Users agree to pay us our fees as outlined in our Fee Schedule which is periodically updated at www.events.whennow.com/policies/our-current-fees/.
3.2. SETTLEMENT
3.2.1. WhenNow is an intermediary in the chain of payment that starts with the User making a transaction through the Service with a valid credit card and you specifically authorize us to act in this capacity as a limited agent on your behalf. WhenNow or our processing partners will hold the money from that transaction and provide the Event Organizer with a tally and accounting of the moneys collected though specific dashboard views within our Service. At the end of an event, WhenNow will verify that all all applicable refunds, if any, have been made and the event was help successfully. Normally after 5 (five) business days following the successful end of the event, we will “payout” your earned amount collected, less our Fees and less any Chargeback costs or other costs incurred to the Event Organizer of record. Payout will be made via check or other available and mutually acceptable method.
3.3. FREE EVENTS
3.3.1. Notwithstanding the language in 3.1 above, we encourage the use of our Service for Event Organizers who hold events where no admission is charged and no payments are made to the Event Organizer from Attendees when they arrive; a “Free Event”. WhenNow can be used for a Free Event with no transaction costs to the Event Organizer User or the Attendee User when tickets are issued for no cost.
3.4. PAYMENT OF FEES
3.4.1. Event Organizer Users pay Fees due to us through various methods, depending on the services used, and to what extent. As an Event Organizer User you agree to pay us for the Fees associated with the use of our Service, including but not limited to all fees associated with the sale of tickets, items, services, donations, and merchandise solicited from your event(s) listing on the Service. Our fees are published, and updated from time to time at www.events.whennow.com/policies/our-current-fees/.
3.4.2. Fees for using the Service are normally deducted from the Payout to the Event Organizer User, if any, that occurs after a successful event concludes.
3.4.3. Invoices for Fees are due and payable with 10 days of receipt; Checks should be made out to Active Data, Inc.
3.5. NON-PERFORMANCE AND SUDDEN RISK
3.5.1. WhenNow wants all events to be successful for all parties involved; this includes the Event Organizer User, Attendee Users, our processing partners and affiliates and the Service of WhenNow. In that spirit, no payments shall be made to the Event Organizer User or any other person associated with the event for any event that is cancelled, or for an event which WhenNow believes there is a sudden risk of cancellation or non-performance.
3.5.2. We reserve the right to hold back a certain percentage of the transaction Fees, at our sole discretion, to fund a reserve account if we determine that there is a likelihood of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or illegalities to secure the performance of your obligations under these Terms.
3.6. CHARGEBACKS
3.6.1. For the avoidance of any doubt, the term “Chargeback” is defined as a demand by a credit-card provider (Card Scheme) for a retailer such as an event holder who uses WhenNow’s Service, to make good the loss on a fraudulent or disputed transaction. A Chargeback can occur, for example, when an Attendee User seeks a refund directly from his or her credit card company rather than asking the Event Organizer User to simply issue a refund. You can mitigate the potential for Chargebacks by presenting a clear and fair Refund Policy while making it convenient for Attendees to contact you should there be any dispute. Chargebacks carry a high cost and must be avoided at all times, therefore:
3.6.1.1. Event Organizer Users are responsible, and agree to pay us all costs associated with any Chargebacks initiated against WhenNow, even if those Chargeback fees occur after the event ends.
3.6.1.2. WhenNow will deduct any Chargeback fees from Payouts
3.6.1.3. If we, in our sole opinion, observe excessive refunding activity or chargebacks associated with an event, we reserve the right to suspend your Service and initiate refunds on all transactions.
3.6.2. TERMINATION
3.6.2.1. In addition to our right to terminate your use of the Service under the Terms of Use, WhenNow may terminate this Merchant Agreement and your right to use the Service to create, promote and collect sales proceeds for a paid event if you are in violation or breach of any provision of this Merchant Agreement, or if our Payment Processing Partners and/or the Card Schemes terminate our right to provide payment processing, or they terminate your right to accept payments in their sole discretion.