A. Event Planning Fee. Registered Users who elect to use Splash for event planning must pay Splash’s then-current access and usage fees, as specified in the price schedule that will be made available to all Registered Users (the “Price Schedule”).
B. Processing Fees. Registered Users who elect to have Splash collect and/or distribute payments must pay Splash’s then-current processing fee, as specified in the Price Schedule (the “Processing Fee”). A portion of this Processing Fee is reserved for payment to third-party payment processors and the remainder goes to Splash.
C. Fees Subject to Change. Splash reserves the right to change any fee that may be charged by Splash at any time, at the sole discretion of Splash and upon reasonable notice posted in advance on the Site or otherwise through the Services. No refunds of fees already paid will be given. If Splash exercises its right to cancel an Account as provided under these Terms of Service, at any time, we will not refund fees already paid for services rendered.
D. Event Payments. Splash can, on behalf of Event Planners, collect payments from attendees of events (“Event Payments”) (the “Event Payment Service”). These payments may be collected through a number of methods, including [cash and] electronic methods using third-party services. Splash shall transfer payments, less applicable fees, from the attendees of events (each a Payee) to the appropriate recipient as soon as practicable. Splash shall also provide the Event Planner, to the extent available, with a record of all Event Payments made for a particular event and from where those payments originated (a “Transaction Record”). Splash makes no guarantees as to the correctness or completeness of Transaction Records, particularly where Splash must rely on a third-party service provider for the applicable information. Splash will also provide Event Planners with the terms of service of any third party services that it uses for this purpose for their review prior to collection of any Event Payments.
i. Splash uses Braintree Payment Solutions LLC (Braintree) for payment processing. In order for you to use Braintree's payment processing services, you must enter into the Merchant Services Agreement (the "MSA") with Braintree and its sponsoring bank. The MSA is available at www.braintreepayments.com/agreements/merchant. By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that Splash that is not a party to the MSA and that you, Braintree and Braintree's sponsoring bank are the three parties to the MSA and that Splash has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact Braintree at 877.434.2894.
ii. Advances. Registered User agrees that any portion of the Event Payments for a given event are earned by the Registered User only following the conclusion of the applicable event. Splash, in its sole discretion, may determine to advance a portion of the Events Payment to Registered User prior to thirty (30) days following the conclusion of the applicable event, on such terms and conditions as Splash and Registered User may establish from time to time. Such terms will be agreed to by us in a separate agreement, signed by each of Splash and Registered User or will be made available to Registered User at the time the advance is agreed to. Registered User acknowledges and agrees that any payments by Splash to Registered User of any portion of the Event Payments prior to the thirtieth (30th) business day after the end of date of the applicable event are merely advances of amounts that may become due to Registered User under this Terms of Service and that Splash may demand back such advances (or any portion thereof) from time to time in its sole discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, change in Registered User's credit profile or the underlying event's risk profile, or breaches of the Terms of the Service. Upon receipt of any such demand, Registered User shall thereupon promptly pay back to Splash the portion of any such advance demanded.
iii. Reserves. Splash reserves the right to retain a certain percentage of the Event Payments to fund a reserve (i) at any time as Splash may determine (in its sole discretion) if necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, complaints, allegations of fraud or changes in Registered User's credit profile or the underlying event's risk profile; and (ii) as otherwise necessary to secure the performance of Registered User's obligations under the Terms of Service and any Vendor Agreement (if applicable). Splash's right to hold a reserve shall continue following the applicable event and until either (A) Registered User has discharged all obligations under the Terms of Service and the Vendor Agreement (if applicable) and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Registered User has otherwise provided Splash with adequate security (as determined by Splash in its sole discretion) for its obligations under the Terms of Service and the Vendor Agreement (if applicable), whether matured or unmatured, contingent or noncontingent, or liquidated or unliquidated.
iv. Chargebacks; Reversals. If you have elected to use the Event Payment Service, any credit card chargebacks or other transaction reversals initiated against Splash or its affiliates for any reason with respect to your event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Splash or its affiliates in connection with such chargebacks shall ultimately be the responsibility of you, and you acknowledge and agree to promptly and fully reimburse and indemnify (including payment for costs, expenses and reasonable attorneys' fees) Splash for any such amounts on demand.
v. Fraudulent, Erroneous or Duplicate Transactions; Mandatory Refunds. Splash reserves the right to seek reimbursement from you, and you will reimburse Splash, if Splash discovers a fraudulent transaction, erroneous or duplicate transaction, or if Splash receives a chargeback or reversal from your credit card company, bank or PayPal for any reason. You agree to and acknowledge Splash's right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Splash in an effort to investigate fraud. You agree that Splash has the right to obtain such reimbursement by any lawful means, including using a third party collection agency. Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your Account. You hereby agree to promptly and fully reimburse and indemnify (including payment for costs, expenses and reasonable attorneys' fees) Splash and its affiliates upon demand for refunds that Splash makes pursuant to this Terms of Service. You acknowledge and agree that chargebacks will result in losses to Splash in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback Splash is mitigating such losses and its damages with respect to your breach of this Terms of Service and any Vendor Agreement (if applicable).
E. Vendor Payments. Event Planners may elect to pay Vendors through Splash (the “Vendor Payment Service”), where Splash shall collect and immediately direct payment from Event Planners to Vendors using a third-party payment service.
i. Invoices. When a Vendor completes an agreed-to task for an Event Planner and the Event Planner has elected to use the Vendor Payment Service, the Vendor will submit an invoice to the Event Planner under the applicable Vendor Agreement. The invoice shall not be final and approved for payment until both the Event Planner and the Vendor have confirmed the accuracy of the invoice or have waived the right to review it. SPLASH ENCOURAGES ALL EVENT PLANNERS AND VENDORS TO REVIEW INVOICES.
ii. Payments. As directed by the Event Planner, final invoices shall be paid either (1) by Splash from collected Event Payments, (2) by Splash from funds provided by the Event Planner or (3) directly by the Event Planner or its client. If an Event Planner elects to pay from collected Event Payments, but the Event Payments are insufficient to cover applicable final invoices, the uncovered invoices shall be submitted directly to the Event Planner for payment. Under no circumstances will Splash be ultimately responsible for payments to be made on behalf of Event Planners.
ii. Disputes. Unless otherwise provided for under an applicable Vendor Agreement, if an Event Planner reasonably disputes any invoice, the Event Planner will pay all undisputed amounts within the time frames specified in Vendor Agreement, and both parties will cooperate to verify any disputed amounts. Any invoiced amounts reasonably disputed by an Event Planner will not be payable to a Vendor until such dispute is resolved.
i. Authorized Payments are Final. Your use of the Event Payment Service or the Vendor Payment Service (the “Payment Services”) constitutes your agreement to pay for any amounts that you authorize us to charge against your credit card, bank account, PayPal account or other payment method. Such payments, once authorized, are final.
ii. Currency. The Payment Services operate in U.S. Dollars and therefore Splash is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than U.S. Dollars, nor is Splash responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse.
iii. Non-Exclusive Remedies. If, for any reason, Splash does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Services, you agree to pay such amount immediately upon demand by Splash. In the event any amounts are owed by you to Splash under the Terms of Service Splash may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to you, whether for a particular event or for any other event that you list through the Services and use the withheld amount to setoff the amounts owed by you to Splash; and/or (B) send an invoice to you for such amounts to the extent your outstanding balance is insufficient to cover these costs, in which case you shall pay Splash such invoiced amounts within thirty (30) days after the date of the invoice. Failure to pay for any amounts due after receiving a late payment notice from Splash means that Splash may in its sole discretion and without limiting its other rights and remedies, suspend or terminate your Account.