This Payment Processing Agreement ("Agreement") governs the processing of payments made in connection with your use of this using this Website. By using this Website, you agree to the application of this Agreement to any payments that are made in connection with your use. If you do not agree to all of the terms of this Agreement, you are not authorized to this Website:

1. Background and Definitions

1.1 GandA, Inc. ("GandA") operates two websites known as "rsvpBOOK.com" and "rsvpREGISTER.com" (the "Websites"), through which GandA offers an online event registration service (the "Service"). The Service offered through rsvpBOOK.com facilitates the creation and management of events while the Service available through rsvpREGISTER.com facilitates online registration for those events.

1.2 Individuals who register with the Service and otherwise meet the membership criteria established on the Websites are known as "Members." "Users" means all individuals who access the Websites or otherwise use any portion of the Service, regardless of whether they have registered as Members, including those individuals who are registrants to any event organized using the Websites.

1.3 Each individual who registers and organizes an event or events through the Sservice is known as "Organizer." "Ticket" means any and all forms of confirmations, donations, dues, fees, invitations, licenses, registrations, reservations, tickets, or tuitions that allow Purchasers to access or participate in Organizer's event. "Product" means any additional tangible good or service offered for sale by Organizer through the Service. "Purchaser" means each person who purchases one or more Tickets and/or Products through Service. "Event Revenues" means all monies paid by Purchasers through the Websites for Tickets and/or Products in connection with an Organizer's event.

1.4 This Agreement forms part of, is subject to, and should be read in connection with, the Terms of Service applicable to the use of the Websites. If there is any conflict with or inconsistency between this Agreement and the Terms of Service, the Terms of Services will control.

2. Overview of Payment Processing Services

Part of the Service provided through the Websites is to assist Organizer in accepting and processing payments from Purchasers for Tickets and Products offered. There are five options available to you for how the Service can provide credit card processing services:

Option A: Connect to your Merchant Account
If you already have a merchant account, we can connect your online registration web site directly to your merchant account, provided gateway protocols to/from your bank are available and compatible with our servers. There are many standard protocols available and most banks participate in at least one.

Option B: Apply for your own Merchant Account
If you do not have a merchant account, we may be able to assist you in setting one up through our partners. We will provide a recommended source from which you can apply for your merchant account. Please note that neither GandA nor the Websites are involved in submitting applications nor are we involved in the approval process. Furthermore, we make no representations or warranties regarding the bank or other entity with whom you may apply for the merchant account. If you are successful in obtaining a merchant account, we may be able to connect it to your registration web site as described in Option A above.

Option C: Set up your own Merchant Account on PayPal®
If you do not have a merchant account, you may be able to set one up through PayPal’s online merchant account system. A PayPal merchant account may be an affordable alternative to a traditional merchant account as PayPal's fees are based on completed transactions only and there are no setup fees. Please note that, as with the merchant accounts referenced in Option B, neither GandA nor the Websites are involved in submitting applications to PayPal nor are we involved in PayPal's approval process. We make no representations or warranties regarding PayPal or any service that it may provide.

PayPal provides a comprehensive description of its credit card processing functionality and merchant accounts on its merchant account website. Click here to be redirected to PayPal Merchant Accounts

We provide simple instructions on how to set up your own PayPal account and configure it to work with the Service's checkout pages. Our Support page contains links to PayPal cheat sheets.

Option D: Set up your own Merchant Account on Google Checkout
If you do not have a merchant account, you may be able to set one up through Google’s online merchant account system. Please note that, as with the merchant accounts referenced in Option B, neither GandA nor the Websites are involved in submitting applications to Google nor are we involved in Google's approval process. We make no representations or warranties regarding Google or any service that it may provide.

Option E: Wholesale your tickets to rsvpBOOK.com
If you do not have a merchant account and choose not to establish one as provided above, rsvpBOOK.com may purchase your Ticket or Product inventory at a mutually agreed wholesale price and, upon resale to your customers, charge a nominal sales commission plus a small per registration transaction fee. See the Fee Table below. This option is subject to credit approval by the Service. If you choose this option, please apply here.

3. Organizer's Obligations Regarding Fulfillment

Organizer warrants and represents that it shall accept, honor and fulfill the sales of Tickets and Products through Service. Verification of Purchaser name, identification, contact information, or membership status is the responsibility of Organizer. Any violation of this provision shall be considered a material breach of this Agreement and the Terms of Service and will give GandA the option (but not the obligation) to immediately terminate Organizer's use of the Websites and the Service, and to seek all available legal and equitable remedies for such breach.

4. Fees

PayPal and Google Checkout Merchant Accounts Only (Options C and D): We charge a per-transaction fee for the Service. We will email an invoice to Organizer showing all of the transaction fees due, and such invoices shall be due in full on receipt. If full payment is not received within 5 business days after receipt of the invoice, we may charge interest on any outstanding balance at a rate of 1.5% per month and access to the Websites may be suspended.

rsvpBOOK.com Merchant Account Only (Option E): In addition to the transaction fees, we may be entitled to a commission for the sale of Tickets and/or Products as described above in Section 2, Option E.

5. Fee Table

The Fee Tables below set forth the fees applicable to the Service. The Fee Tables are subject to change without notice. If the fees change after you purchase Online Payment Processing, your existing transactions will not be affected by the new rates, but any new transactions will be subject to the new rates.

6. Payments to Organizer

rsvpBOOK.com Merchant Account Only (Option E): As part of the Service, GandA will collect and pay Event Revenues to Organizer on a bi-weekly basis. Organizer hereby authorizes GandA to deduct commissions earned in accordance with Section 2, Option E from the Event Revenues prior to any payment to Organizer. GandA will provide a full accounting of all commissions, fees and other charges along with every payment, and will provide a final accounting within 90 days after Organizer changes its event site's status to Offline, and notifies GandA by email that its status has been changed to Offline.

7. Cancellations, Refunds and Chargebacks Policy

7.1 If Organizer has a traditional merchant account or a PayPal or Google Checkout merchant account (Options A, B, C or D), GandA and the Websites will not be involved in Organizer's cancellations, refunds or chargebacks. Organizer may manage its credit card processing through Organizer's credit card processing gateway on its event site.

rsvpBOOK.com Merchant Account Only (Option E):

7.2 In respect of retail sales through the Websites, GandA will not initiate any cancellations or refunds to Purchaser without Organizer's prior written authorization, normally in the form of an email. GandA reserves the right to require, in its sole discretion, fax authorization with Organizer's signature for specific cancellations or refunds.

7.3 GandA will credit Purchaser's credit card within 48 hours Upon receipt of written authorization (and fax authorization, if required) from Organizer authorizing the refund. GandA may charge a refund fee, plus any credit card processing fees (if applicable), for each cancelled or refunded transaction that it processes at Organizer's request.

7.4 A chargeback occurs when a Purchaser contests a charge processed through the Websites on his or her credit card. All credit card chargebacks initiated by the Purchaser (as well as all associated credit card fees) will be deducted from Organizer's Event Revenues. The fee for chargeback processing is set forth in the Fee Table in Section 5 above.

8. Rolling Reserve Funds

rsvpBOOK.com Merchant Account Only (Option E): GandA will withhold up to 10% of Event Revenues (see the Fee Table in Section 5 above) for any Event for a period of up to 90 days after the Event's end-date, to ensure that the Event takes place and to allow for the processing of cancellations, refund requests and chargebacks. If the total amount of cancellations, refunds or chargebacks (and applicable fees) exceeds the balance of the Organizer's rolling reserve, GandA will invoice Organizer for such costs and fees. Organizer will pay all invoices within 5 business days after receipt. All payments to Organizer are subject to a post-event audit by GandA, prior to the final disbursement.

9. Risk Analysis

9.1 Upon written request from GandA, Organizer shall provide GandA with such information and/or references as reasonably necessary to allow GandA to perform an evaluation of Organizer's financial ability to pay the fees related to the Service and to cover event cancellations, refunds, and chargebacks.

9.2 If GandA determines, at its sole discretion, that the event is a high-risk event or Organizer lacks the ability to pay the fees or cover event cancellations, refunds, and chargebacks, Organizer shall provide guarantees from an individual or entity acceptable to GandA.

9.3 The failure to provide any such information or guarantees required by GandA will constitute a material breach of this Agreement and will give GandA the option (but not the obligation) to immediately terminate Organizer’s use of the Websites and the Service, and to seek all available legal and equitable remedies for such breach.

10. Term and Termination

10.1 This Agreement will remain in full force and effect for so long as any payments, chargebacks, cancellations or refunds are being processed in connection with any event of Organizer, and for 90 days thereafter. Either party may terminate this Agreement by written notice to the other party, but no termination will affect either party's liability for payments or fees that have become payable prior to such termination. For the avoidance of doubt, this Agreement shall not terminate with respect to any liability or obligations relating to chargebacks arising from any event of Organizer.

10.2 If this Agreement is terminated prior to the start-date of the event, then the refund policy as outlined in Section 4.2 of the Terms of Service shall be in effect, less any and all payment processing charges already accrued. If this Agreement is terminated on or after the start-date of the event, or after a User has registered for the event (as described in Section 4.2 of the Terms of Service) then no refund shall be provided to Organizer.

10.3 Organizer's warranties and representations and the Indemnification provision of this Agreement shall survive any termination of the Agreement.

11. Indemnity

11.1 You agree to indemnify and hold GandA, the Websites and their subsidiaries, affiliates, officers, agents, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of content you submit, post, transmit or make available through the Websites or the Service, your use of the Websites or the Service, your violation of this Agreement or the Terms of Service, or your violation or infringement of any rights of another person or entity.

11.2 GandA and the Websites may use or provide links to third party providers but neither GandA nor the Websites provides any warranty nor accepts any liability for any losses or liabilities resulting from or related to any non-performance or failures of those providers, including but not limited to GeoTrust, LinkPoint (merchant processor), or any hosting services.

12. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GANDA, RSVPBOOK.COM, RSVPREGISTER.COM AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GANDA, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITES OR THE SERVICE; (ii) THE LOSS OR MISDIRECTION OF ANY ELECTRONIC EMAIL SENT THROUGH THE COURSE OF USING THE WEBSITES OR THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v) ANY VIRUSES OR OTHER MALICIOUS SOFTWARE THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEBSITES OR YOUR DOWNLOADING OF ANY CONTENT, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITES, OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE.

12.2 If for any reason the foregoing limitation does not apply, the liability of GandA to any User will not exceed in the aggregate, the greater of (a) the purchase price or other fees related to the event in question or (b) one hundred U.S. dollars. Some jurisdictions do not allow certain limitations on liability, thus the foregoing limitation(s) may not apply to you.

13. Miscellaneous

13.1 This Agreement, together with the Terms of Service, constitute the entire Payment Processing Agreement between you and GandA and together with the other applicable policies that GandA may adopt and promulgate in connection with the Websites, govern your use of the Websites and the Service.

13.2 This Agreement and the relationship between you and GandA shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions. You and GandA agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the Maricopa County, Arizona.

13.3 The failure of GandA to exercise or enforce any right or provision of this Agreement and/or the Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

13.4 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Websites or the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13.5 Any notice required or permitted hereunder must be given in writing and sent via Certified Mail, by telegram, or by overnight courier, and (a) if to GandA or the Websites:

GandA, Inc.
attn: Legal Department
4015 S. McClintock Drive
Suite 106
Tempe, AZ 85282
Phone: 888-933-8484
Fax: 480-345-0938

and (b) if to Organizer, at the physical address provided by Organizer, which is defined when Organizer creates their event's Admin Contact person. Organizer hereby expressly agrees and consents to the receipt of notices via email to the email address provided to the Websites by Organizer. Failure of Organizer to notify GandA of any change in contact information within 2 calendar days shall constitute a material breach of this Agreement.

13.6 The section titles in this Agreement are for convenience only and have no legal or contractual effect.

^ Top