Terms & Conditions.
Everything you need to know and more about the Occasion service.
The Occasion Service
We provide you with software and a service to accept bookings and payments online; we respect and protect your privacy, data and personal information. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations.
Starting up with Occasion
We ask you to provide us with basic information about your business and create your service account unless deemed risky (by us or our payment processors). You give us permission to do all this, and to periodically update the information or we otherwise must decline to offer you the service.
Receiving your Funds from Card Transactions
We pay you for your transactions (minus our processing fees), at a schedule communicated to you once your Occasion account is approved. (Payouts for your card transactions are sent to your bank no later than 7 days). You are responsible for refunds, exchanges, and liable for customer chargebacks.
Termination and Other Legal Terms
We can terminate this agreement at any time. You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks.
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the Service registration page (sometimes referred to as “you,” “your”, “user”) and Occasion, part of Peak Labs LLC (“Occsn”, “Occasion”, “getOccasion”, also referred as “we”, “our” or “us”).
Section A: The Service
Our Service helps you accept bookings and/ or process credit card, debit card and other types of card payments (collectively “cards”) from your customers who want to book/pay you for services on your own/any website. Occasion is not a bank or a money services business (“MSB”) and we do not offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for services purchased using our Service. You will be required to register with Occasion to use the Service.
We provide the code and any other software to enable you to use the Service. We reserve the right to require you install or update any and all software updates to continue using the Service. Our Service also includes software to help you manage recurring and subscription billing charges for your services. It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Card Network payment rules.
Authorization for Handling of Funds
By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. You further authorize us to instruct the funding service in the manner of how your card transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a paper check payable to you) and the timing of such disbursements. You also authorize us to hold settlement funds in a deposit account pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account. We may periodically make available to you information in the Occasion merchant dashboard regarding anticipated settlement amounts that we have received on your behalf from the Card Networks and are being held by us pending settlement. This settlement information does not constitute a deposit or other obligation of Occasion to you. This settlement information reflected in the Occasion merchant dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your Occasion account is closed or terminated.
Occasion’s card processing service supports any US-issued card and most non-US issued cards with a Visa, MasterCard, Discover, or American Express logo (collectively “the Card Networks”) including credit, debit, pre-paid, or gift cards. Occasion will only process card transactions that have been authorized by the applicable Card Network or card issuer. You are solely responsible for verifying identity of your users and determining their eligibility to purchase your products and services. Occasion does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or chargedback (see Chargebacks below). You are solely responsible for all reversed or chargedback transactions, regardless of the reason for, or timing of, the reversal or chargeback. Occasion may add or remove one or more types of cards as supported payment card any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
We will provide you with customer service to resolve any issues relating to your Occasion account, your card payment processing and use of our software, and the distribution of funds to your designated bank settlement account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your services, including but not limited to issues arising from the processing of customers’ cards through the Service.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper 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. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide card payment services.
Pursuant to the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third party network transactions with merchants occurring in that calendar year. You acknowledge that we will report to the Internal Revenue Service the total amount of the payments you receive each calendar year as required by law.
All credit card data on behalf of Occasion is processed by the Spreedly Core Gateway (Spreedly, Inc.; Spreedly), which accepts cardholder data on behalf of merchant customers such as Occasion via an API to facilitate payment transactions. Spreedly connects out to payment processors to facilitate authorization and settlement. Spreedly developed software to provide their payment gateway services that relied on a web service and database server architecture. The Spreedly cardholder data environment was comprised of firewalls, intrusion detection and prevention services, authentication and authorization servers, web and database servers, logging and monitoring servers and backup software.
Occasion is responsible for protecting the transmission of Card Data from our software to Spreedly, and will maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.
Your privacy and the protection of your data are very important to us. You acknowledge that you provide consent to our collection, use, retention and disclosure of personal information as well as other matters set forth therein and which explains how and for what purposes we collect, use, retain, disclose and safeguard the information you provide to us. You also acknowledge that we or our payment processor is required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by Visa and American Express or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Network Rules. You specifically consent to the fulfillment of the obligations related to the listing by us or our payment processor and to the listing itself and you waive and hold harmless us or our payment processor from all claims and liabilities you may have as a result of such reporting.
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Cardholders,(ii) submit any card transaction for processing that does not arise from your sale of your service to a buyer customer, or acceptance of a bona fide charitable donation, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use Occasion in a manner that Visa, MasterCard, American Express, Discover or any other Card Network or other payment network reasonably believes to be an abuse of such network or a violation of its applicable rules.
You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access Occasion systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Occasion; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other Occasion agreement, or exposes you, other Occasion users, our processors or Occasion to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your Occasion Service Account if we reasonably suspect that your use of Occasion has been for an unauthorized, illegal, or criminal purpose.
Card Network Rules
The Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network rules at Visa and MasterCard. The Networks reserve the right to amend the Network Rules. Occasion reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.
Disclosures and Notices
You agree that Occasion can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Occasion account, or mailing them to the address listed in your Occasion Service Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
References to Our Relationship
You agree that, from the time you begin using Occasion until you terminate your account with us, we may identify you as a customer of Occasion. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Occasion.
Section B: Termination and Other General Legal Terms
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Occasion.
You may terminate this Agreement by cancelling your Occasion account at any time by following the instructions on our website in your Account Profile. We may terminate this Agreement and close your Occasion Service Account at any time for any reason effective upon providing you notice in accordance with Section A above. We may suspend your Occasion account and your access to the Service and any funds in your Occasion Service Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your Occasion Service Account, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of a Payment Network or the a card issuer.
Effects of Termination
Upon termination and closing of your Occasion Service Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Service. Any funds in our custody will be paid out to you subject to the terms of your payout schedule.
Termination does not relieve you of your obligations as defined in this Agreement and Occasion may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.
Upon termination you agree: (i) to immediately cease your use of the Service by removing any scripts from your website (ii) discontinue use of any trademarks and to immediately remove any Occasion references and logos from your Site (iii) or other trademarks to continue to be bound by this Agreement (iv) that the license granted under this Agreement shall end, (v) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.
Your License; Our Trademarks
Occasion grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept bookings and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Occasion. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when we make these updates available.
We may also periodically make available certain Occasion logos, trademarks or other identifiers for your use. If we do so, you will use them subject to and in accordance with Occasion’s then-current trademark usage guidelines.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Occasion under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Occasion does not waive any rights to use similar or related ideas previously known to Occasion, or developed by its employees, or obtained from sources other than you.
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Occasion and its payment processor and any third party designated by us for any and all such liability. “Chargeback” means a request that a buyer customer files directly with his or her card company or card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment that you or a buyer customer files directly with Occasion. “Reversal” means Occasion reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by Occasion, (c) the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer), (d) you received the payment for activities that violated this Agreement or any other Occasion agreement, or (e) Occasion decided a Claim against you.
Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age and have obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Occasion Services in the manner prescribed by Occasion; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
Disputes; Choice of Law; Jurisdiction and Venue
This Agreement is governed by the laws of the State of Delaware(without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Delaware. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
Change of Business
You agree to give us at least 30 days prior notification of your intent to change your current business types, your trade name or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
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