OPERATING REGULATIONS FOR 2CHECKOUT.COM

THESE OPERATING REGULATIONS for 2Checkout.com (“Operating Regulations”) and the other portions of the Agreement govern the activities of Supplier, being a person or business entity that enters into a Supplier Agreement with 2Checkout.com (“2CO”) and offers its products and 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.

  1. INCORPORATION INTO THE SUPPLIER AGREEMENT AND EFFECTIVE DATE

    Pursuant to the terms 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. These Operating Regulations are effective and binding upon Supplier and 2CO upon the date the Agreement becomes effective, as described therein.

    Any capitalized terms herein that are not defined in these Operating Regulations shall have the meaning attributed to the term in the Agreement.

    2CO may amend these Operating Regulations at any time upon posting the amendments on 2CO’s website. Any amendment shall become effective as described in Section 17.A of the Agreement.

  2. INCORPORATION OF FEE SCHEDULE

    Schedule A, Operating Regulations Fee Schedule (“Fee Schedule”) is incorporated into and becomes a part of the Operating Regulations by this reference.

  3. QUESTIONS ON ACCOUNT

    For questions regarding your Account, please fill out an online request (“Support Request”) at the following link: http://www.2checkout.com/help.

  4. NOTICE AND FEES FOR CHANGES

    Supplier must notify 2CO immediately of any changes Supplier intends to make in any of the following:

    • Products offered for sale
    • Shipping Policy
    • Return Policy
    • Primary Contact Information
    • Web address
    • URL or Domain Name

    Such notice must be provided at least ten (10) days in advance of any change. Should the proposed change result in a breach of the Agreement, 2CO may, at its discretion, suspend activity on the applicable Account or Additional Account until the breach is cured, or terminate the Agreement.

    Any Additional Accounts established by Supplier must be to a functional URL, owned by the Supplier. If Supplier establishes a new or additional URL and uses the URL for 2CO to resell Supplier’s Products, the fees set forth in Fee Schedule shall be applicable for each new or additional URL.

  5. SALE OF GOODS AND SERVICES

    If Supplier registers Products for inclusion in the Shopping Center, 2CO may purchase such Products for resale to Customers. Only those Products of Supplier that have been validly registered with 2CO in 2CO’s product database may be advertised and sold on 2CO’s Shopping Center or presented to 2CO for resale to Customers.

    2CO shall not be restricted by Supplier as to the price charged to Customers for the resale of Products 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.

  6. CUSTOMER ASSISTANCE

    Supplier shall at all times respond promptly to inquiries from 2CO on behalf of Customers or from Customers directly, and shall endeavor to resolve disputes with said Customer.

    In the event a Customer contacts Supplier directly, Supplier shall immediately notify 2CO and provide 2CO with information requested by 2CO regarding such direct Customer contact.

    Supplier shall be responsible, at Supplier’s expense, to monitor and resolve issues related to its 2CO Account. Failure to do so shall be deemed to be a breach of Supplier’s obligations under the Agreement. 2CO may charge Supplier reasonable fees and recover its expenses related to Customer inquiries, Returns, or Refunds.

    In the event 2CO participates in an attempt to resolve an issue with a Customer, 2CO will notify Supplier of the details and nature of the issue and use commercially reasonable efforts in an attempt to find a solution that is acceptable to all parties to a Transaction.

    In any direct contact with Customers, Supplier shall at all times, act in a professional and courteous manner. At no time will Supplier conduct an inappropriate communication with the Customer. Inappropriate communications include, without limitation, threats of any nature, harassment or attempts at extortion. Such inappropriate communication shall be deemed to be a material breach of the Agreement.

    In addition to the other remedies 2CO has for Supplier’s breach of its obligations, including without limitation the suspension of an Account or termination of the Agreement, 2CO may assess a charge of $100.00 as partial reimbursement for costs incurred by 2CO in resolving an issue with a Customer resulting from inappropriate communication by Supplier.

    Supplier shall indemnify and hold 2CO harmless from any, costs expenses or damages claimed by a Customer as a result of Supplier’s inappropriate communications.

  7. REVERSAL OF CUSTOMER TRANSACTIONS

    Cancellations:

    A “Cancellation” occurs when Customer, Supplier or 2CO voids an order for a withdrawal of funds from a Customer’s Card account or bank account before a sale is sent for deposit. 2CO will not collect a deposit from the Customer and the previously authorized funds will be released at the Card issuing bank’s discretion. 2CO will not assess nor collect a Transaction Fee from Supplier.

    After a sale is sent for deposit, any attempt to reimburse the cost of a Product to a Customer constitutes a Refund and shall be dealt with as set forth below.

    Returns:

    A return occurs when a Customer returns Products previously purchased from 2CO (“Return”).

    Supplier shall accept Returns of products and agree to provide Refunds through 2CO for Customers who initiate a Return or a Bank Assisted Dispute, as defined below, that 2CO has approved, either with 2CO, the entity whose brand appears on the Card (“Card Association”), the Card issuing bank, or the depository bank.

    Supplier shall have a policy with regard to the return or cancellation of Products (“Supplier’s Return Policy”). Supplier’s Return Policy shall be clear, complete and accurate, prominently posted on its billing screen and available for review by a Customer prior to the Customer being obligated for a purchase of Products of Supplier.

    Unless otherwise agreed upon with 2CO in advance, Supplier’s Return Policy shall clearly state that Supplier will not reduce the amount of a Refund by the assessment of a “restocking fee” or a similar fee. The Return Policy shall also clearly state if shipping charges are refundable and whether the Customer is responsible for any applicable return shipping charges.

    Refunds:

    A refund is the actual reimbursement of the cost of a Product to a Customer regardless of the basis for the reimbursement (“Refund”). 2CO accomplishes the Refund by reversing the amount previously charged to the Customer’s Card or account at the Card issuing bank and the appropriate amount is credited to the appropriate Card or account at the Card issuing bank of Customer.

    2Checkout will only issue a Refund to the original funding source.  For example, an order funded via Credit Card will be issued a Refund to the account for the Card that was used to fund the order.  An order funded via PayPal will be issued a Refund to the original PayPal account.  If the PayPal account is closed, the Customer should be referred to 2CO for assistance.

    Supplier shall have a policy with regard to Refunds (“Supplier’s Refund Policy”). Supplier’s Refund Policy shall be clear, complete, accurate, and prominently posted on its website and available for review by a Customer prior to the Customer being transferred to 2CO’s website for a purchase of Products of Supplier.

    Unless otherwise agreed upon with 2CO in advance, Supplier’s Refund Policy shall, at a minimum, indicate that the Supplier will not reduce the amount of a Refund by any fees, such as “restocking fees.” If the Supplier’s Refund Policy clearly states that shipping charges are non-refundable, then Refunds may be reduced by shipping charges.

    2CO may issue a Refund without the prior knowledge or consent of Supplier in any case 2CO deems it appropriate. 2CO will promptly notify Supplier of any Refund and provide Supplier with information regarding the basis for 2CO’s determination to issue the Refund.

    Supplier shall mark sales funded through Acculynk PIN-Debit as shipped at the 2Checkout Account Administration system within 30 days of the placement of that order. If Supplier fails to mark the Acculynk sales as shipped within this timeframe, 2Checkout will issue a Refund for the full amount of the sale back to the Customer’s Card on the 31st day.

    Supplier’s Account will be debited by 2CO in an appropriate amount for all Refunds, regardless of the basis for the Refund.

    In the event of a Return or Refund, Supplier agrees to indemnify and hold 2CO harmless from liability and, further, Supplier agrees to immediately pay 2CO an amount equal to all funds 2CO has paid to Customer on behalf of Supplier.

    Bank Assisted Disputes:

    2CO, as a merchant for various card associations, is subject to obligations which entitle the Card issuing bank to assess a charge or fee for handling bank assisted Refund activity. 2CO may, in turn, assess a fee to Supplier to cover 2CO’s additional expenses which result from bank assisted Refund activity. Such charges are called Dispute Charges and can be found under the Dispute Charges category of Schedule A.

    A Bank Assisted Dispute occurs when the Customer or the Card issuing bank disputes the validity of a purchase of Products from 2CO as the card association merchant, or the Card issuing bank initiates a reversal of the purchase, providing the Customer with a credit for the full amount of the Product purchased from 2CO (“Bank Assisted Dispute”).

    In the event multiple Products are purchased as part of a single transaction, the Customer or the Card issuing bank may initiate a Bank Assisted Dispute for less than all of the Products purchased and the credit granted to the Customer will only be in the amount of the Products for which the Bank Assisted Dispute was initiated.

  8. LIMITATIONS ON PRODUCTS AND SERVICES OFFERED FOR RESALE

    Right to Prohibit Certain Sales/Registrations:

    2CO may prohibit the registration and/or sale of certain products and services (“Prohibited Products”). 2CO may 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 Prohibited Products list eliminates all Products that Supplier offers for sale. For a complete and up-to-date listing of Prohibited Products please go to the following link: http://www.2checkout.com/documentation/prohibited.html.

    Supplier’s Duty to Comply:

    Supplier shall not offer Prohibited Products for sale. If Supplier is offering Products for sale that become included on the Prohibited Products list, Supplier shall cease to offer such Products for sale within two (2) calendar days after the Product is added to the Prohibited Products list and the revised Prohibited Products list is posted on 2CO’s website. Failure to comply within two (2) calendar days from such warning may result in suspension of activity on the Account or Additional Account, the Account or Additional Account being closed and the potential forfeiture of Purchase Payments (as hereinafter defined) on the offending Transaction(s), in 2CO’s sole discretion. Provided, however, if in 2CO’s sole discretion, the Products being offered are such that they should be immediately withdrawn from sale by Supplier, 2CO may immediately suspend activity on the Account of Supplier, without notice and opportunity to cure. At the discretion of 2CO, such suspension may continue indefinitely, or result in a permanent suspension of Supplier, the termination of the Agreement and the forfeiture of the right to a disbursement of funds for completed sales of Prohibited Products.

  9. COMPLIANCE WITH MERCHANT OBLIGATIONS

    As a merchant for various card associations (i.e., VISA, MasterCard, American Express, Discover, JCB and Diner’s Club), 2CO has obligations it must fulfill to protect its ability to participate as a merchant in those card associations.

    2CO does not confer card association merchant status upon Supplier. 2CO is the card association merchant and acts as an authorized retail sales outlet for Supplier. Supplier shall not conduct itself in a manner that will endanger 2CO’s merchant status, including without limitation, misrepresenting the relationship between 2CO and Supplier. It is important to the card associations, and to 2CO’s status as a card association merchant, that the relationship between Supplier and 2CO is not misrepresented. Supplier shall represent 2CO as an authorized retailer or out-sourced vendor solution and not as a “credit card processor” or a payment gateway.” Language must be included in Supplier’s web site that clearly and correctly describes 2CO’s Status.

    Acceptable terminology to describe 2CO is:

    2Checkout.com is an authorized retailer of
    2Checkout.com is the exclusive authorized retailer of goods and services provided by

    Supplier shall not refer to 2CO at any time as a “Credit Card Processor,” or “A Third Party Processor,” or “A Payment Gateway.”

    Similar restrictions on the manner in which 2CO is described apply for any buttons or links to 2CO contained on Supplier’s web site and Supplier shall comply with the restrictions.

    Acceptable terminology for buttons or links to 2CO is:

    “Add to Cart”
    “Buy Now”
    “Buy from 2CO”

    Unacceptable terminology to link to 2CO includes phrases like:

    “Click Here to Pay”
    “Process Payment Now”

    Supplier may click on the following link for additional information and to determine if any updates to the requirements contained herein have occurred: https://www.2checkout.com/language_guidelines.html.

    Except for those Suppliers that maintain their own card association merchant membership (and then only for those card associations where such membership is maintained), Supplier’s web site may display card association related materials such as trademarks, service marks, logos and other protected items belonging to the card associations only if it is clearly stated that 2CO is the Supplier’s retailer and 2CO, not Supplier, is the card association merchant. Supplier may also use the images found at https://www.2checkout.com/language_guidelines.html.

    By presenting any product to 2CO for sale the Suppliers agree that 2CO is an authorized retailer of that product and therefore may include any and all product information or representation on 2CO’s websites and any other marketing channels or sites populated by 2CO.

  10. PROHIBITED ACTIVITIES

    In addition to prohibitions which may be found elsewhere in the Agreement, including without limitation, these Operating Regulations, Supplier shall not allow or conduct any of the following listed activities. If 2CO ascertains that Supplier is allowing or conducting any of the following listed activities, the Account will be immediately suspended and funds for completed sales of products or services to 2CO will be withheld from Supplier pursuant to Section 13:

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

    Allowing a third party to directly key in Card or bank account information related to a transaction involving 2CO via the Internet.

    Unsolicited Electronic Messaging:

    Generating unsolicited electronic messages to Customers which constitutes SPAM. For the purposes of the Agreement the term “SPAM” means an unsolicited commercial electronic communication to a Customer, or commercial electronic communications sent to a Customer after the Customer has revoked authorization for the sender. SPAM includes, without limitation:

    • Instant Messaging
    • Unwelcome email
    • Newsgroup cross-postings
    • Windows that spawn new windows
    • Windows which resist closure

    Sale of Prohibited or Restricted Products:

    The sale or advertisement of Products that are classified by 2CO as Prohibited Products.

    The sale or advertisement of Products that are classified by 2CO as Restricted Products in a manner different than approved by 2CO.

    Sale from any Website Other than Registered Website:

    Presenting any sales information to 2CO for processing from a website other than the website registered on the Supplier’s Account. Additional Accounts should be purchased for each website.

    Use of Personal Information Regarding a Customer:

    The use of personal information regarding a Customer for anything other than as necessary to complete the resale of a Product by 2CO to a Customer, or to conduct customer assistance requested by the Customer.

    Presenting Sales Information Prior to Shipment:

    Presenting any sales information to 2CO for processing which relates to the sale of Products for future delivery.

    Relying on any proceeds or credit resulting from a Transaction to purchase or furnish Products.

    Supplier is expected to maintain a ready inventory of the Products it offers for sale to 2CO, or promptly notify 2CO that an order will not be fulfilled in a timely manner.

    Prematurely Marking Products as Shipped to Customer:

    Notifying 2CO that a Product has been shipped to a Customer prior to shipment having occurred.

    Other Electronic Activities:

    Using the Services or access to 2CO’s website or Customers for any purpose other than that for which 2CO’s website and Services are intended, including without limitation phishing, pharming, hacking, tampering, modifying or otherwise corrupting the security or functionality of the Services.

    Illegal Activities:

    The sale, lease, other transfer, or possession of Products to a Customer when such sale, lease, other transfer or possession violates the law.

  11. CUSTOMER INCENTIVE PROGRAMS

    2CO may elect to offer an incentive program to Customers under which 2CO will allow the offer of discounts, coupons, or other types of incentives to Customers for the purchase of Products (“Customer Incentive Program”). Any Supplier that desires to participate in a Customer Incentive Program must advise 2CO of Supplier’s desire to participate and enter into a separate agreement with 2CO regarding such Customer Incentive Program.

  12. FEES AND CHARGES

    All fees and charges are in United States Dollars (“USD”).

    Fee Schedule:

    All fees and charges are listed on the Fee Schedule.

    Account Establishment:

    The Fees to open an Account or an Additional Account are set forth on the Fee Schedule under the Account Establishment Fees category. Additional Account(s) may only be opened after the Account is established and an Account Establishment Fee is due for each Additional Account that is opened.

    Each Additional Account Supplier opens will be placed in and become subject to the New Accounts Verification process of 2CO.

    Once sales occur on an Account or an Additional Account, the URL is locked to that Account or Additional Account. If the Supplier wishes to Change the URL for that Account or Additional Account, a fee will be charged in accordance with the Changes category on the Fee Schedule.

    All of the fees described above are immediately due and payable upon demand by 2CO.

    Transaction Fees:

    All Transactions are processed using 2CO’s SSL encryption network and any other processes made available through its merchant service provider. Payment will be initiated via the secure payment processes.

    A “Transaction” occurs when a Customer purchases from 2CO a Product of Supplier which has been authorized for resale (i.e., registered in 2CO’s product database); a Customer obtains a Refund of the purchase price for a Product previously purchased as a result of a Return or a Bank Assisted Dispute; or a Customer exchanges a Product previously purchased.

    The Transaction Fees are as described under the Transaction Fees category on the Fee Schedule.

    2CO may, in its sole discretion, assess a higher Transaction Fee for certain Products offered by Supplier to 2CO for resale to Customers if 2CO determines that the resale of any Product(s) creates a potential or actual financial or reputational risk to 2CO, such as those Products which constitute Restricted Products.

    The Transaction Fees shall be deducted from the proceeds received by 2CO for the resale of the Product prior to payment of any funds to Supplier.

    Dispute Charges:

    A “Dispute” occurs when Customer or the Card issuing bank disputes the validity of a purchase of a Product from 2CO and initiates a Bank Assisted Dispute against 2CO.

    In addition to the obligation to fully refund the purchase price paid by 2CO if the Dispute results in a Refund, Suppliers may be assessed a Dispute Charge in accordance with the Dispute Charge category on the Fee Schedule.

    Supplier shall pay all Dispute Charges upon demand by 2CO via a debit to the Account.

    2CO’s determination as to whether or not Dispute Charges are to be assessed to the Supplier will be based, in part, upon the “reason codes” selected by the card issuing bank. The “reason codes” have been established by card associations as the basis for a Customer to dispute the validity of a transaction when a credit or debit card is used to purchase goods or services.

    Fraud prevention is an important service provided by 2CO to its Suppliers. Fees or charges to 2CO related to a Transaction will not be passed through to Supplier if such charges result from fraudulent activity not participated in by Supplier. In addition to active participation in fraudulent activity, Supplier will be deemed to have participated in fraudulent activity if 2CO classifies a Transaction as fraudulent, the Transaction is reinstated at the request of Supplier and the Transaction subsequently becomes disputed by the Card issuing bank.

    Fees or charges to 2CO related to a Transaction which result from service related issues (i.e. failure to accurately advertise its Products), may result in charges to the Supplier. As described in the Dispute Charges category of the Fee Schedule.

    Supplier Error Fees:

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

    • Return Wire
    • ACH Pass Through
    • ACH Return
    • Check Stop Payment

    We will charge you a fee for each occurrence of any of these events as described in the Fee Schedule under the category Supplier Error Fees.

    2CO may change the amounts indicated herein, at its sole discretion, without prior notice to Supplier. Supplier agrees to pay all Wire Transfer Fees in effect at the time Supplier initiates a wire transfer.

    Change in Fees:

    2CO may change any or all of the fees and charges, or add new fees and charges, with reasonable advance notice of such changes to Supplier via posting the changes on 2CO’s website. Provided, however, if third party charges are included in, or the basis for, a charge to Supplier and the third party changes those charges, 2CO will provide notice to Supplier if 2CO receives notice from the third party in advance of the effective date of such third party increases. Provided, further, that 2CO may charge such increases to Supplier upon the effective date of the third party increase, regardless of whether or not 2CO provides notice to Supplier.

  13. PAY PERIODS AND PAYMENT SCHEDULES

    Standard pay Periods:

    A standard pay period is one week in length, commencing at 12:00 p.m. (Noon) on Wednesday and ending immediately prior to 12 p.m. on the following Wednesday (“Payment Cycle”). Payments due to Supplier, consisting of the sum of the deposits received for the prices charged by 2CO for all Transactions less all fees and charges due 2CO (“Purchase Payment”) will be paid each Thursday.

    Delay in Payment:

    Purchase Payments may be delayed by 2CO while 2CO verifies certain aspects of any Transaction, including without limitation, proof of shipment of the Product (“Verification Processes”). Verification Processes will be established by 2CO and may be modified in 2CO’s discretion to ensure the quality of products and services provided by Supplier.

    In the event 2CO, in its discretion, determines that there is a need for an investigation and analysis regarding fraud or violation of law relating to the transactions performed on behalf of Supplier, 2CO may withhold payment of Purchase Payments to Supplier without penalty to enable 2CO to complete such investigation and analysis. In the event it is determined that there has been fraud or a violation of law, 2CO may withhold payment of the Purchase Payments to Supplier indefinitely.

    Payment Date:

    Accounts will not be eligible for a Purchase Payment until the end of the Payment Cycle following the Payment Cycle in which Supplier commenced doing business with 2CO.

    No Interest:

    In no event shall Supplier earn any interest on, or any other form of earnings for, any Purchase Payments or funds held in the Reserve, regardless of the length of time during which 2CO is in possession of such funds.

    Inability to Pay Supplier:

    If 2CO is unable to complete a payment to you because the banking instructions entered on the Account are incorrect, no banking instructions are listed on the Account, or 2CO is unable to contact you because the contact information you provided is incorrect, then the account may be considered to be abandoned and will be treated as an Inactive Account. 2CO shall have no liability for a failure to complete a payment to the Supplier if one or more of these conditions exist.

  14. PAYMENT OF FEES AND CHARGES

    Deduction from Purchase Price:

    Supplier hereby grants 2CO the right to deduct all fees, charges, fines, penalties, wire transfer charges and other expenses that the Supplier is responsible for from the purchase price of Products resold to Customers by 2CO prior to making any payment to Supplier.

    In the event a Refund is paid to a Customer by 2CO for a Transaction, Supplier will be obligated to reimburse 2CO for the amount of the Refund. In the event the funds for the purchase that is the subject of the Refund have not been paid to Supplier, 2CO may deduct the amount of the Refund from funds due to Supplier, or from the Reserve.

    In the event 2CO, in its sole discretion, has any reasonable doubt as to whether the Supplier has delivered the Product to the Customer, or any reasonable doubt that the Product delivered to the Customer was as advertised by Supplier, 2CO may withhold the applicable Purchase Payment until 2CO is satisfied that Supplier has performed its obligations to the Customer.

    Direct Payment from Supplier:

    Supplier hereby grants 2CO the right to deduct all fees, charges, fines, penalties and other expenses that the Supplier is responsible for from the Direct Deposit Account (“DDA”) into which 2CO is to deposit proceeds to Supplier from a Transaction. Supplier will, upon demand by 2CO execute any documentation required by Supplier’s financial institution to enable 2CO to make such deductions.

    Retention of Funds for Damages, Refunds and Failure to Deliver:

    Pursuant to the Agreement, Supplier is liable to 2CO for damages, costs and expenses, including attorney fees, incurred by 2CO which result from a breach of the agreement by Supplier. 2CO shall retain all funds it has that are attributable to Supplier, including any amounts in the Reserve which is established pursuant to Section 14, until such time as a determination is made as to the amount of damages, costs and expenses incurred by 2CO. Upon making such determination, 2CO may apply as much of the funds being held as is necessary to reimburse 2CO.

    Reserve Policy:

    2CO will retain a rolling reserve from each Supplier’s account equal to five percent (5%) of gross sales (“Reserve”) from each Purchase Payment to the Supplier. The Reserve is in addition to the fees and charges that will be assessed against Supplier and each deduction from Purchase Payments to Supplier shall be held for at least ninety (90) days from the date the Purchase Payment was made. In the event 2CO deems it necessary, 2CO may, in its sole discretion, hold a deducted amount for more than 90 days.

    In addition, 2CO may increase the percentage of gross sales held for Reserve if there are excessive Disputes, Refunds or Returns, or if 2CO, in its sole discretion, deems that either the Supplier or the Products offered by the Supplier create a financial or reputational risk to 2CO, or if 2CO otherwise reasonably deems itself insecure.

    The funds held by 2CO in the Reserve will accrue no interest, or any other earnings.

    Withdrawal From Reserve:

    Supplier hereby grants 2CO the right to deduct all fees, charges, fines, penalties and other expenses that the Supplier is responsible for from the Reserve if an active balance has not been maintained in Supplier’s Account, or if the active balance in Supplier’s Account is insufficient to pay all monies due to 2CO.

  15. PAYMENT OPTIONS

    U.S. Suppliers:

    Suppliers based in the United States can elect to have Purchase Payments paid by direct ACH deposit or by check. ACH transactions are performed at no cost to Supplier. The fees for the selected option are as described in the Fee Schedule under the category Fees For Payment Options.

    Canadian Suppliers:

    Suppliers based in Canada can elect to have Purchase Payments paid by direct ACH deposit, check payment or wire transfer. The fees for the selected option are as described in the Fee Schedule under the category Fees For Payment Options.

    Non-US or Canadian Suppliers:

    Suppliers not based in the United States or Canada can elect to have Purchase Payments paid by wire transfer or check. The fees for the Selected option are as described in the Fee Schedule under the category Fees For Payment Options.

    In the event wire transfers are used to pay proceeds to Supplier, all wire transfer fees will be deducted from the proceeds paid to Supplier.

    Payment Account:

    The name and entity type on the account elected by a Supplier for receipt of its payments (“Payment Account”) must match the name and entity type of the Supplier, as listed in the Supplier’s 2CO Registration Form.

    Minimum Payment Amounts:

    The minimum amount for payment by check is $100.00, for payment by wire transfer the minimum amount is $300.00, for payment by Payoneer the minimum amount is $20.00, and for payment by DEFT or ACH the minimum amount is $10. All payments made to Supplier are in USD.

    Release Levels:

    Suppliers electing to receive Purchase Payments by wire transfer or check may specify a release level higher than the minimum payment amount. Purchase Payments due Supplier may be held by 2CO in an account containing funds other than those due to Supplier until the specified release level has been reached.

    Change in Percentages, Time Frames and Minimums:

    2CO may change any of the percentages, time frames or minimums set forth in this Section 15. Such changes become effective when posted upon 2CO’s website.

    Claim of Error:

    In the event Supplier believes that 2CO has committed an error in the payment to Supplier, Supplier shall notify 2CO in accordance with Section 19 of the Agreement within thirty (30) days of receipt of a Purchase Payment from 2CO, or if no Purchase Payment is received, within thirty (30) days of the delivery of a statement from 2CO. Supplier’s failure to so notify 2CO shall be deemed to be an acceptance of the Purchase Payment or statement.

  16. INACTIVE ACCOUNTS:

    Any Account with no activity (i.e., Supplier login, Customer Order, or Supplier payment) for 6 consecutive months will be considered to be an “Inactive Account.” An Account will continue to be designated as an Inactive Account so long as there is no activity on the Account. Inactive Accounts will be treated in accordance with the terms set forth in Schedule A, including without limitation, the assessment of an Inactive Account Maintenance Fee. Inactive Account Maintenance Fees are described in Schedule A under the category Inactive Account Maintenance Fees.

  17. PATRIOT ACT COMPLIANCE

    In the ongoing fight against terrorist activities, the United States government has enacted certain laws and regulations. 2CO supports the efforts of the United States government in these efforts and will fully comply with all laws and regulations regarding those efforts. To the extent such efforts affect Supplier, 2CO shall have no liability to Supplier for any claim of loss, cost or damage suffered by Supplier, including without limitation, the loss of revenue.

    2CO is also fully committed to helping in the elimination of money laundering. As such, 2CO will assist the US Government is their efforts to combat this worldwide problem through the Anti-Money Laundering section of the Patriot Act in any way possible.

  18. DISPUTE RESOLUTION

    Parties shall resolve their disputes in accordance with this Section.

    The laws of the State of Ohio, without reference to its conflict of law principles, govern this Agreement.

    Any claim or suit arising out of or related to this Agreement must be brought exclusively in the federal or state courts located in the State of Ohio, Franklin County, U.S.A, except as otherwise agreed by the parties or as described in the Arbitration Option subsection below.  Affiliate consents to the exclusive jurisdiction of such courts for the purpose of litigating these claims or suits.

    Parties, to the extent permitted by law,  knowingly, voluntarily, and intentionally waive their right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement. This waiver applies to any action or legal proceeding, whether sounding in contract, tort, or otherwise.

    Parties may elect to resolve a dispute or claim using binding, non-appearance-based arbitration.  This arbitration option does not apply to: (1) Claims exceeding $10,000;  (2) Disputes relating to injunctive relief or other equitable relief; or (3) Claims relating to 2CO’s intellectual property.

    Parties shall arbitrate these claims through a reputable alternative dispute resolution provider agreed upon by the parties.  The parties and the alternative dispute resolution provider shall conduct the arbitration:  (1) By phone, online, or by written submissions elected by the parties; (2) Without the need for personal appearance by either party; and (3) Without the need for the appearance of witnesses unless otherwise agreed in writing by both parties.

    Furthermore, the judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction.

    Parties shall resolve their disputes using only the options available under this Dispute Resolution Section.  All claims or suits filed contrary to this Dispute Resolution Section are improperly filed and a breach of this Agreement.  2CO may recover attorneys’ fees or costs for improperly filed claims.

  19. NO THIRD-PARTY BENEFICIARY

    Each of 2CO and Supplier are entering into the Agreement solely based on the terms and conditions contained in the Agreement for its own purposes and not for the benefit of any third party.

Rev: August 16, 2011