Terms of Service
Effective Date: 05/01/2017
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
Thank you for using the services offered on the GoGoGuest website available at: https://www.GoGoGuest.com (the “Services”). GoGoGuest (“GoGoGuest,” “we,” “our,” or “us”) has adopted the following terms of service governing your use of the Services (the “Terms”).
1. ELIGIBILITY TO USE THE SERVICES
Compliance with Laws. You are responsible for complying with all laws and regulations in the country in which you live when you access and use the Services. You agree to use the Services only in compliance with these Terms and applicable law, and in a manner that does not violate our legal rights or those of any third party.
Age Requirements. The Services are not intended for users under 18 years of age. By accessing or using the Services, you represent that you are at least 18 years of age.
2. GoGoGuest ACCOUNT
You may be required to create an account to use some of the features of the Services. You must keep your password confidential and you are solely responsible for maintaining the confidentiality and security of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account. In creating an account, you represent to us that all information you provide in such process is true, accurate and correct, and that you will update your information as necessary to keep it accurate. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information. You agree to notify us immediately of any unauthorized use of your account by contacting us at the information provided below and to change your password.
3. OUR CONTENT AND YOUR LICENSE
Ownership of Our Content. We are the sole and exclusive copyright owners of the Services and our content, including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, reports and other usage-related data in connection with activities associated with your account and all other elements and components of the Services excluding third party content (“Our Content”). We also exclusively own the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the Services and Our Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws. You acknowledge that the Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of us and such others. You agree to protect our proprietary rights and the proprietary rights of all others having rights in the Services during and after the term of this agreement. To the fullest extent permitted by applicable law, we neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with us. You agree to immediately notify us upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, intellectual, statutory, or common law rights by contacting us using the information below.
Your License to Our Content. We grant you a nonexclusive, nontransferable, revocable, limited license to view, copy, print and distribute Our Content only for your personal, noncommercial use; however, you may not remove or obscure any copyright notice, trademark notice, or other proprietary rights notices displayed on, or in conjunction with, Our Content. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the Services, as well as potential liability for copyright or other IP Rights infringement depending on the circumstances.
4. YOUR CONTENT AND OUR LICENSE
By providing information to, communicating with, and/or placing material on the Services, including for example contributing to our blog or using a chat feature (“Your Content”), you represent and warrant that: (1) you own or otherwise have all necessary rights to Your Content; (2) all information you provide is true, accurate, current and complete, and does not violate these Terms; and, (3) Your Content will not cause injury to any person or entity.
With respect to Your Content, you grant GoGoGuest, its affiliates and related entities, a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from Your Content, in any form, media, software or technology of any kind now existing or developed in the future. You grant us the right to use Your Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information.
If you choose to provide feedback, comments or suggestions for improvements to the Services or otherwise (in written or oral form) (“Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against GoGoGuest and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Services.
All rights in this section are granted without the need for additional compensation of any sort to you.
5. RESTRICTIONS ON USE
Without limiting the generality of these Terms, in using the Services, you specifically agree not to engage in any activity that, in our sole discretion:
- Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
- Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
- Is illegal, or violates any federal, state, or local law or regulation;
- Attempts to impersonate another person or entity;
- Is commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes, or other advertising materials;
- Falsely states, misrepresents, or conceals your affiliation with another person or entity;
- Accesses or uses the account of another user without permission;
- Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
- Interferes with, disrupts, or destroys the functionality or use of any features of the Services or the servers or networks connected to the Services;
- “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
- Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Services;
- Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Services;
- Violates the restrictions in any robot exclusion headers on the Services, if any, or bypasses or circumvents other measures employed to prevent or limit access;
- Collects, accesses, or stores personal or private information about other users;
- Modifies, copies, scrapes or crawls, displays, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercialize any rights to the Services or Our Content; or
- Attempts to do any of the foregoing.
If you believe content on the Services violates the above restrictions, please contact us via the information provided below. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Services for violations of the Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with the Terms and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body.
6. THIRD PARTY CONTENT, LINKS, AND ADVERTISEMENTS
7. MODIFICATIONS TO THE SERVICES
We reserve the right to modify, suspend, or discontinue all or any part of the Services at any time. Under no circumstances will we be held liable for any damages due to such interruptions or lack of availability. Upgrades or updates of the Services may be made available from time to time. We do this to improve the quality of the Services that we provide to you and other users.
8. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION
Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GoGoGuest, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“GoGoGuest PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE OF THEM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE GoGoGuest PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE, THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS THROUGH USE OF THE SERVICES, OR THAT THE SERVICE’S CONTENT IS ACCURATE OR COMPLETE. THE GoGoGuest PARTIES ASSUME NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SERVICES AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
Indemnification. You agree to indemnify, defend, and hold harmless the GoGoGuest Parties from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with: (i) your unauthorized use of the Services, or products or services included or advertised in the Services; (ii) your access to and use of the Services; (iii) your violation of any rights of another party; or (iv) your breach of these Terms. We retain the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
9. TERMINATION OF YOUR ACCESS TO THE SERVICES
You can terminate your use of the Services at any time by ceasing further use of the Services. We may terminate your use of the Services and deny you access to the Services in our sole discretion for any reason or no reason, including your violation of these Terms. You agree that any termination of your access to the Services may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and/or bar any further access to your account or the Services. You agree that we shall not be liable to you or any third party for the discontinuation or termination of your access to the Services.
10. ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION 10 CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and GoGoGuest agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at legal@GoGoGuest.com, and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration. Except as provided herein, if we cannot resolve a dispute informally, any dispute will be resolved only by binding arbitration in San Francisco, CA or another location that we have both agreed to, and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in these Terms. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
If you decide to initiate arbitration on behalf of the company or legal entity you represent, you will be required to pay the arbitration initiation fee as well as any additional deposit required by JAMS to initiate your arbitration. You also agree to pay the costs of the arbitration proceeding. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. To start an arbitration, you or we must do the following things:
- Write a Demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.
- Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to: JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111; (415) 774-2609.
- Send one copy of the demand for arbitration to us at the U.S. mailing address listed below. We will send a copy of the demand for arbitration to you at the email or mailing address we have on file for you.
Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.
Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to your use of the Services and the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Exceptions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Class Action Waiver. Both parties agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor we can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other GoGoGuest customers, and cannot be used to decide other disputes with other customers.
Survival. This Arbitration and Class Action Waiver section shall survive any termination of your account or the Services.
11. CHANGES TO THE TERMS
We may, at any time and for any reason make changes to the Terms. The most recent version of the Terms will be posted on the Services and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. If you continue to use the Services after the changes become effective, then you shall be deemed to have accepted those changes. If you don’t agree to these changes, you must cease using the Services.
12. GOVERNING LAW/WAIVER
The parties agree that these Terms and any disputes arising out of these Terms or the Services shall be governed by the laws of the State of California without regard to its conflict of law provisions, and for claims not subject to arbitration, such claims shall be brought exclusively in the courts located in the county of San Francisco, California or the U.S. District Court for the Northern District of California. The parties agree to submit to the personal jurisdiction of the courts located within the county of San Francisco, California or the Northern District of California, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
13. GENERAL PROVISIONS
Severability. If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of the Terms shall continue in full force and effect.
Linking and Framing. You may not frame the Services. You may link to the Services, provided that you acknowledge and agree that you will not link the Services to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Services effective immediately.
14. PAYMENT TERMS
By using GoGoGuest dba Dial IQ, Inc.. (“GoGoGuest,” “we,” “our,” or “us”) In-Store Commerce Services (“Commerce Services”), you agree to be bound by the General Terms of Service (“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used. If you are using the Payment Services on behalf of a business, that business accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the General Terms, unless otherwise re-defined herein.
In-Store Commerce Services
1. Our Role
GoGoGuest is a WiFi managed integrated commerce platform integrated with Square, a third-party “Payments Facilitator” that allows you to accept Cards from Buyers for the payment for goods and services. We are not a bank and do not offer banking services as defined by the United States Department of Treasury. Our In-Store Commerce Services allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the In-Store Commerce Services. We may remove or add Cards that supported/accepted by our “Payments Facilitator” at any time without prior notice.
2. Your Authorization
In connection with the In-Store Commerce Services, you authorize us to act as your agent for the limited purposes of selling products and services, accepting payments for the products and services, holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each Card transaction that you authorize, less any applicable Fees (as defined in Section 4) (“Proceeds”). Your authorizations will remain in full force and effect until your GoGoGuest Account is closed or terminated. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback (as defined in Section 18) or Reserve (as defined in Section 14) withheld or applied. This authorization also permits us to debit any of your linked bank accounts at any time for the purposes specified in these Payment Terms and the General Terms. You also agree to be bound by any applicable rules of the National Automated Clearing House Association.
3. Prohibited Industries
You may not use the In-Store Commerce Services for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) buyers or membership clubs, including dues associated with such clubs, (4) credit counseling or credit repair agencies, (5) credit protection or identity theft protection services, (6) direct marketing or subscription offers or services, (7) infomercial sales, (8) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (9) unauthorized multi-level marketing businesses, (10) inbound or outbound telemarketers, (11) prepaid phone cards or phone services, (12) rebate based businesses, (13) up-sell merchants, (14) bill payment services, (15) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (16) manual or automated cash disbursements, (17) prepaid cards, checks, insurance or other financial merchandise or services, (18) sales of money-orders or foreign currency, (19) wire transfer money orders, (20) high-risk products and services, including telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order of age restricted products (e.g., tobacco, alcohol), (25) occult materials, (26) hate or harmful products, (27) escort services, or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.
4. Our Fees
You agree to pay the applicable Fees including 5% per transaction (“Fees”) for use of the in-store Commerce Services. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 15) in your GoGoGuest Account. Subject to the General Terms and these Payment Terms, we reserve the right to change our Fees upon thirty (30) days’ advance notice. You must agree to the change in Fees to continue to use the Payment Services. All Balances and all Fees, charges, and payments collected or paid through the Payment Services are denominated in US dollars.
5. Processing Errors
We will attempt to fix processing errors we discover. If the error resulted in your receipt of fewer funds than you were entitled, we will credit your GoGoGuest Account for the difference. If the error results in your receipt of more funds than you were entitled, GoGoGuest will debit the extra funds from your GoGoGuest Account or your linked bank account. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
Payment Account Set-Up
6. GoGoGuest Account Registration for Payment Services
You must open a GoGoGuest Account to access any Proceeds. You confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate and that you are an authorized signatory for the business you represent. You must use your or your business’ true and accurate name when opening a GoGoGuest Account. This name will appear on the credit or debit card statements of your customers for all payments you accept using the Payment Services.
7. Underwriting and Identity Verification
Use of Your GoGoGuest Account
9. Access to Proceeds
We will settle Proceeds to your verified bank account, subject to the payout schedule described in Section 11. If GoGoGuest is not able to debit or credit the bank account you link to your GoGoGuest Account, that bank account will be de-linked from your GoGoGuest Account. If you do not have an ACH-enabled bank account linked to your GoGoGuest Account, you may request a physical check for Proceeds. Check requests may be subject to a processing fee and an identity verification process. You must request a check or link an ACH-enabled bank account to your GoGoGuest Account in order to receive your Proceeds.
10. Right To Set-Off
To the extent permitted by applicable law, you grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under these Payment Terms, all of your right, title, and interest in and to all of your accounts with us. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under these Payment Terms or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.
11. Pay-Out Schedule
GoGoGuest will automatically initiate a payout of Proceeds to your valid, linked US bank account at the end of the business day before 5 p.m. PT (8 p.m. ET). If you adjust your business’s close of day to a custom time, GoGoGuest will group Proceeds for the 24-hour period preceding your custom time and initiate a payout at the end of that business day. Square will initiate a payout of Proceeds received on non-business days before the next business day.
12. Availability of Proceeds
We may defer payout or restrict access to your Proceeds if we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We also may defer payout or restrict access to your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.
13. GoGoGuest Account History
When a payment is made to your GoGoGuest Account, we will update your GoGoGuest Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your GoGoGuest Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your GoGoGuest Account and your use of the In-Store Commerce Services, and (b) reconciling all transactional information that is associated with your GoGoGuest Account. If you believe that there is an error or unauthorized transaction activity is associated with your Square Account, you must contact us immediately.
14. Reserve for Holding Funds
We may withhold funds by temporarily suspending or delaying payouts of Proceeds to you and/or designate an amount of funds that you must maintain in your GoGoGuest Accounts or in a separate reserve account (a “Reserve”) to secure the performance of your obligations under any agreement between you and GoGoGuest. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to GoGoGuest. The Reserve may be raised, reduced or removed at any time by GoGoGuest, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in GoGoGuest’s favor, or otherwise as GoGoGuest or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Square Accounts, including any funds (a) deposited by you, (b) due to you, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve or any bank account linked to any of your GoGoGuest Accounts, without prior notice to you, to collect amounts that you owe us. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
15. GoGoGuest Account Balances
While you have funds in your GoGoGuest Account (your “Balance”), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the In-Store Commerce Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.
16. Our Set-off Rights
To the extent permitted by law, we may set off against the Balances for any obligation you owe us under any agreement with GoGoGuest (e.g., Chargebacks or refunds). If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your GoGoGuest Account or any connected GoGoGuest Account (as well as set off against any Balance in any connected GoGoGuest Account). Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest.
17. Dormant GoGoGuest Accounts
If you do not process payments through your GoGoGuest Account for an extended period of time or have not linked a valid bank account, you may have a Balance that is deemed “unclaimed” or “abandoned” under your state’s law. If this occurs, GoGoGuest will provide you with notice as required by applicable law and instructions for how to deposit your Balance. If funds still remain in your GoGoGuest Account, GoGoGuest will escheat such funds as required by applicable law or, as permitted, to GoGoGuest.
18. Your Liability for Chargebacks
There may be times when your customer may not be the authorized user of the Card or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your GoGoGuest Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of these terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.
19. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may recoup the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by a Network or our processor from your GoGoGuest Accounts (including any Reserve), any proceeds due to you, or any bank account or other payment instrument linked to any of your GoGoGuest Accounts. If you have pending Chargebacks, we may delay payouts from your GoGoGuest Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that: (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
20. Excessive Chargebacks
If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your GoGoGuest Account, including (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Payment Services.
21. Contesting Chargebacks
You will assist us when requested, at your expense, to investigate any of your transactions processed through the In-Store Commerce Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release corresponding reserved funds to your GoGoGuest Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
Compliance with Network Rules and Laws
22. Restricted Use
You will not act as a facilitator or otherwise resell the In-Store Commerce Services to any third party. You will not use the In-Store Commerce Services to handle, process or transmit funds for any third party. You also may not use the In-Store Commerce Services to process cash advances.
23. Applicable Network Rules
By using the In-Store Commerce Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks amend their rules and regulations from time to time. GoGoGuest through our “Payments Facilitator” may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://visa.com, https://www.mastercard.com, and https://www.americanexpress.com/merchantopguide. In the event of inconsistency between a Network Rule and these Payment Terms, and except as otherwise agreed between Square and the Network, the Network Rule shall apply.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the In-Store Commerce Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. GoGoGuest specifically disclaims any liability for Taxes. If in a given calendar year you process (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, GoGoGuest will be required by law to report information about you and your use of the In-Store Commerce Services to the Internal Revenue Service (“IRS”). For purposes of determining whether you have met the IRS reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. Whether you reach $20,000 in payments or more than 200 payments will be determined by looking at the taxpayer identification number (“TIN”) associated with your Square Account, including the applicable social security number (“SSN”) or entity identification number (“EIN”).
Your Additional Obligations
25. Customer Service
You are solely responsible for all customer service policies and issues relating to your WiFi network, goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any GoGoGuest Buyer Account, WiFi Pins and management, WiFi subscriptions, In-store order processing, in-store payment processing and confirmation of payments.
26. Refunds and Returns
By accepting Card transactions through the In-Store Commerce Platform, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your GoGoGuest Account in accordance with these Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your GogoGuest Account up to sixty (60) days from the day you accepted the payment. If your available GoGoGuest Balance is insufficient to cover the refund, GoGoGuest will withdraw up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your GoGoGuest Account or any connected GoGoGuest Account and credit it back into your customer’s Card. The Fees are also refunded by GoGoGuest, so the full purchase amount is always returned to your customer. GoGoGuest has no obligation to accept any returns of any of your goods or services on your behalf.
27. Additional Indemnity
In addition to Section 13 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction through the In-Store Commerce Platform (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).
Termination of In-Store Commerce Services
28. Termination of Payment Services
GoGoGuest may Terminate your use of the Payment Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Service. If your access to Payment Services has been terminated, you may still be permitted to use Square’s other products, subject to our discretion.
29. In-Store Commerce Processing Upon Closure of Your GoGoGuest Account
Closure of your GoGoGuest Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out according to your payout schedule, subject to the other conditions in these Payment Terms. If an investigation is pending at the time you close your GoGoGuest Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.
The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 14 of the Payment Terms: 5 (Processing Errors), 9 (Access to Proceeds), 10 (Right of Setoff), 11 (Payout Schedule), 12 (Availability of Proceeds), 13 (Square Account History), 14 (Reserve for Holding Funds), 15 (Square Account Balances), 16 (Our Set-off Rights), 17 (Dormant Square Accounts), 18 (Your Liability for Chargebacks), 19 (Our Collection Rights for Chargebacks), 20 (Excessive Chargebacks), 21 (Contesting Chargebacks), 26 (Taxes), and 27 (Customer Service).
31. CONTACT US
If you have any questions or concerns with respect to these Terms of the Services, please contact us at ContactUs@GoGoGuest.com.