COOLBUCK’s MERCHANT AGREEMENT
1. Acceptance of Terms
The services offered by COOLBUCK, Inc., a California Corporation with principal office at 2530 Berryessa Road, #433, San Jose, CA 95132, through COOLBUCK.COM ("COOLBUCK.COM" or "we") include the COOLBUCK.COM website (the "Website") and all other content, offers, and services offered from time to time by COOLBUCK.COM in connection with the Website (collectively, the " COOLBUCK Services"). The COOLBUCK Services are hosted in the U.S.
This Merchant Agreement ("Agreement") between COOLBUCK and you sets forth the legally binding terms for your use of the COOLBUCK Services. By clicking the button or box indicating your acceptance to this Agreement of the COOLBUCK Services, you agree to be bound by this Agreement. You are only authorized to use the COOLBUCK Services if you agree to abide by all applicable laws and to all terms of this Agreement as set forth herein. Please review this Agreement in its entirety carefully and if you disagree with any terms contained herein, you must cease using the Website and any of the COOLBUCK Services.
COOLBUCK.COM may modify this Agreement at any time and any modifications shall immediately become effective once posted on the Website. You hereby agree to be bound by any changes to this Agreement once such modifications are posted on the Website. You must therefore review this Agreement regularly as posted on the Website so that you are aware of any changes to this Agreement. COOLBUCK.COM reserves the right to terminate or suspend your access to the COOLBUCK Services, with or without cause, with or without prior notice, and without liability.
1.3 PROHIBITED USE
Member agrees not to abuse COOLBUCK.COM privileges by conduct which is detrimental to COOLBUCK.COM. You further agree not to send any COOLBUCK.COM users unsolicited emails for any purpose whatsoever. No scripts or automated services may be used in connection with the COOLBUCK Services offered. You may not use the Website or the COOLBUCK SERVICES in violation of any federal, state, or local law.
This Agreement shall remain in full force and effect while you use the COOLBUCK Services or while you are a Merchant. COOLBUCK.COM may terminate this Agreement at any time, for any reason. Even after this Agreement is terminated, this Agreement shall remain in effect.
2. Description of COOLBUCK Service
COOLBUCK provides a simple and quick means for registered users who are business owners or event planners as Merchants ("Merchants") to collect event registration fees for their events online through the Internet from registered users who want to attend such events ("Buyers"). Merchants may visit the COOLBUCK Service, fill out a form about their event, including pricing, location, ticket inventory, etc., and collect event registration fees online through COOLBUCK Service. Payments are all transacted through PayPal, Authorize.net or other third party payment service methods or the COOLBUCK payment processing gateway, (collectively the "Payment").
3. Payment Methods
3.1 Payment Process
When a Merchant elects to use the Payment for the collection of event registration fees, payment processing occurs directly by COOLBUCK. Under the Payment method, (i) COOLBUCK will collect all event and merchandise registration fees on behalf of the Merchant ; (ii) COOLBUCK will send all payments to the Merchant (event registration fees minus applicable service charges) at the PayPal email address that the Merchant accurately provides on the COOLBUCK Service; and (iii) COOLBUCK will submit payment for the balance due to the Merchant according to the schedule: (1) 80% of the proceed within three (3) business days after the event end date for the event to which the registration fees correspond, (2) 20% of the proceeds within thirty (30) calendar days after the event end date for the event to which the registration fees occur, provided that COOLBUCK reserves the right to withhold funds at any time as COOLBUCK determines to be necessary for the processing and settlement of all returns, disputed charges, customer complaints, allegations of fraud and other discrepancies. All sales, fees, charges, and funds are payable in U.S. Dollars.
(i) it is the responsibility of the Merchant to communicate its refund policy to Buyers and to issue refunds on the behalf of Buyers via the COOLBUCK Service. Merchant shall ensure that its refund policy is consistent with the terms of this Agreement and the payment and refund mechanics of the COOLBUCK Service. The COOLBUCK Service permits the Merchant to issue refunds to Buyers within ninety (90) days after the end date of an event. Refunds issued by Merchant will be processed within thirty (30) days after Merchant instructs the issuance of the refunds via the Service. No payments shall be made to a Merchant from COOLBUCK with respect to any event that is cancelled. If a Buyer desires to request a refund, Buyer must request the refund from the Merchant (either before the event or shortly after the event, to permit the Merchant sufficient time to issue the refund within such 96-hour period). All communications or disputes regarding refunds are between the Merchant and Buyer, and COOLBUCK will not be responsible or liable for refunds or the lack thereof. (ii) Notwithstanding the foregoing, whether you are using the COOLBUCK Service as an Merchant, Buyer or otherwise, you acknowledge and agree that COOLBUCK shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if COOLBUCK receives complaints from a substantial number (as determined by COOLBUCK in its sole discretion) of Buyers with respect to an Merchant or the applicable event, or COOLBUCK determines in its sole discretion that Merchant has engaged in any fraudulent activity or made any misrepresentations.
3.3 Credit Card Chargebacks.
Any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Merchant of such event. COOLBUCK shall either (i) deduct these costs from such Merchant’s outstanding balance, whether for that particular event or for any other event that such Merchant lists through the COOLBUCK Service; or (ii) send an invoice to such Merchant for such costs if no balance exists. If payment for such invoice is not received by COOLBUCK within thirty (30) days, COOLBUCK reserves the right, at COOLBUCK’s sole discretion, to terminate such Merchant’s registration for the COOLBUCK Service and to cancel all other events listed by such Merchant as provided herein. All communications and disputes regarding chargebacks are between the Merchant and Buyer, and COOLBUCK will not be responsible or liable in any way for chargebacks issued.
Upon receipt of PayPal or a credit card authorization from each individual ticket purchase, COOLBUCK generates a confirmation voucher and issues a unique confirmation number. If you are using the COOLBUCK Service as a Merchant, you agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by COOLBUCK through the COOLBUCK Service, and it is your responsibility to verify the Buyer’s membership status, confirmation number and/or any event restrictions prior to the subject event.
3.5 Taxes & Withholding.
If you are using the COOLBUCK Service as a Merchant, you are responsible for (and will indemnify COOLBUCK against) all taxes associated with your sale of tickets through the COOLBUCK Service. COOLBUCK reserves the right to withhold the payment of any amounts owed to you hereunder if COOLBUCK suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this Argeement, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by COOLBUCK).
COOLBUCK.COM EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COOLBUCK.COM MAKES NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES, CASH BACK CREDITS, OR REWARDS OBTAINED BY MEMBERS THROUGH COOLBUCK.COM OR ANY MERCHANT THIRD PARTY WEBSITES. COOLBUCK.COM FURTHER MAKES NO REPRESENTATION AS TO THE COOLBUCK SERVICES BEING UNINTERRUPTED, TIMELY, OR ERROR FREE. COOLBUCK.COM MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ITS WEBSITE, ANY MERCHANT'S THIRD PARTY WEBSITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED ON COOLBUCK.COM'S WEBSITE, OR ANY WEBSITE ACCESSED THROUGH COOLBUCK.COM'S WEBSITE.
COOLBUCK.COM shall not be responsible for any warranty, express or implied, and any guaranty, representation and indemnity provisions of any Merchant.
5. LIMITATION OF LIABILITY
IN NO EVENT SHALL COOLBUCK.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF COOLBUCK.COM OR THE COOLBUCK SERVICES, EVEN IF COOLBUCK.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COOLBUCK.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COOLBUCK.COM FOR THE COOLBUCK SERVICES DURING THE TERM OF MEMBERSHIP.
Merchant agrees to defend, indemnify and hold COOLBUCK.COM, its officers, directors, affiliates, agents and employees, harmless from any claim, demand, expense, or damage, including reasonable attorneys' fees relating to use of COOLBUCK.COM and the COOLBUCK Services or relating to any violation of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to conflicts of law rules. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. This Agreement constitutes the entire agreement between you and COOLBUCK.COM. The failure of COOLBUCK.COM to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture or agency relationship between COOLBUCK.COM and the Merchants.
This Agreement was last updated on March 7, 2011.