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ROLLER PAYMENTS TERMS OF SERVICE

1.0. Incorporation By Reference

If you use ROLLER Payment Processing as part of the Services, you agree to be bound by this ROLLER Payments Agreement, which is incorporated into the Terms of Service by reference. Nothing in this ROLLER Payments Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.

ADDITIONAL INFORMATION

2.1. Additional Information

As part of the creation of ROLLER Payments account you may be required by ROLLER to provide additional information about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Customer Data”). As an example, the Additional Customer Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers license number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to process transaction through a ROLLER Payments account. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

2.2. Disclosure Authorization

Customer agrees that ROLLER is permitted to share Customer Data, Additional Customer Data and information relating to your transactions via the Services with our Payment Processing Partners (as defined below), the Card Schemes (as defined below) and Alternative Form of Payment Frameworks (as defined below) and with your bank or other financial institution, in each case to the extent your transactions or events involve such third parties. In addition, you authorize ROLLER to verify your Customer Data and Additional Customer Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

2.3. Failure to Provide

We reserve the right to suspend your ROLLER account or to withhold any amounts due to you in the event that we reasonably believe that your Customer Data or Additional Customer Data is inaccurate or if you fail to provide all Customer Data or Additional Customer Data within the timeframes requested.

PAYMENT METHODS; PAYMENT PROCESS

3.1 Overview

(a) Payment Methods

There are two types of payment processing options Customers may be approved to use in connection with the Services: (i) “Approved Payment Processors” or “APP,” which consists of collecting all transactions via the Services (collectively, “Attendee fees”) using third party payment services, such as Worldpay or Braintree, and (ii) “ROLLER Payment Processing,” “RPP,” or the “RPP Service,” in which ROLLER acts as Customer’s limited payment collection agent through its Payment Processing Partners (as defined below).

(b) ROLLER’s Role

For the avoidance of doubt, ROLLER does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to a Customer other than, for Customers who elect RPP, serving as a limited payment collection agent as set forth below. To provide the RPP Service, ROLLER utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Customer and ROLLER are subject to the rules and regulations of such Payment Processing Partners. For convenience, ROLLER shows you a balance of proceeds in your ROLLER account, however, that balance merely reflects the amount of fees collected by a third party payment service or by our Payment Processing Partners, and in the case of RPP, represents only a general unsecured claim against ROLLER and not a store of value or a deposit/current account.

(c) Confirmations

Upon an order being placed by an Attendee and confirmed through ROLLER, ROLLER generates a confirmation message and issues a confirmation receipt for such Attendee’s order. Customer agrees to unconditionally accept, honor and fulfill all transactions that have been confirmed by ROLLER through the Services.

(d) Fees

To the extent Customer uses RPP, Customer agrees to pay ROLLER the additional ROLLER Payment Processing fee (the “ROLLER Payment Processing Fee”) for each transaction processed via the Services. The ROLLER Service Fee and the ROLLER Payment Processing Fee vary by country. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. 

3.2 ROLLER Payment Processing

(a) Underwriting

If you have requested to use RPP, then upon receipt of Additional Customer Data, ROLLER, or as applicable our Payment Processing Partners, will determine, in its discretion, whether you are qualified to use RPP. If you are not qualified to use RPP, but you are otherwise qualified to use the Services, ROLLER will notify you and you may switch to APP unless the reason that you do not qualify for RPP is that your event is a Prohibited Event, you are a Prohibited Merchant and/or your transactions are Prohibited Transactions, in each case as such terms are defined in Section 4. For risk management and security reasons and to meet the requirements imposed by our Payment Processing Partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through RPP and you authorize us to reject any transaction over that limit.

(b) Payment Process

When using RPP, payment processing occurs directly through our Payment Processing Partners. Unless otherwise agreed in writing between ROLLER and Customer, within seven (7) business days after the successful completion of an event, ROLLER will cause our Payment Processing Partners to pass along all funds related to such transactions that have been collected by our Payment Processing Partners, subject to (i) deduction of all applicable fees then due; (ii) any other deductions authorized pursuant to this ROLLER Payments Agreement; and (iii) any reserves established as set forth in subsection (f) below. Such payouts will be made only to the payout information designated by Customer. In addition, RPP may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express® and Discover® (collectively, the “Card Schemes”), and non card based payment networks such as direct debit and other alternative forms of payment (the “Alternative Form of Payment Frameworks”). Except to the extent set forth in a Commercial Entity Agreement (as defined below and to the extent applicable) between you and one of our Payment Processing Partners or a Card Scheme, you are not a direct party to any agreement with any Payment Processing Partner, Card Scheme or Alternative Form of Payment Framework, nor are you a third party beneficiary of any such agreement. In addition, by accepting a particular Card Scheme payment type (e.g., Mastercard, Visa, American Express), you are authorizing the owner of that Card Scheme and its affiliates to use your name, address and website URL in any media from time to time.

(c) Appointment as Agent

With respect to any purposes for which Customer uses RPP, Customer hereby appoints ROLLER as Customer’s limited payment collection agent solely for the purpose of collecting payments made by Attendees through our Payment Processing Partners. Customer agrees that a payment made by an Attendee to ROLLER shall be considered the same as a payment made by an Attendee directly to Customer and Customer will sell or provide all advertised goods and services to the Attendee as if Customer had directly received the funds from such Attendee, regardless of whether the funds have yet to be received from ROLLER. Customer agrees that in its role as limited agent, ROLLER is authorized to (i) enable Attendees to edit or amend a booking and/or registration (if such transfers are permitted by Customer); (ii) hold, disburse and retain proceeds on Customer’s behalf pursuant to this ROLLER Payments Agreement; (iii) issue refunds to Attendees as set forth in Section 3.3 below; and (iv) manage credit card chargebacks as set forth in subsection (g) below. In accepting appointment as the limited agent of Customer, ROLLER assumes no liability for any acts or omissions of Customer and Customer understands that ROLLER’s obligation to pay Customer is subject to and conditional upon receipt of the associated funds from Attendees. Customer further authorizes ROLLER to delegate its obligations under this ROLLER Payments Agreement to certain of its affiliated entities both within and outside the Australia, provided, that ROLLER will remain liable for the discharge of its obligations under this ROLLER Payments Agreement by such affiliated entities.

(d) Advances

Customer agrees that all transactions processed through RPP are earned by Customer only following conclusion of the applicable event or advertised service. ROLLER, in its discretion, may determine to advance a portion of Attendee fees to Customer prior to the period set forth in Section 3.2(b), on such terms and conditions as we may establish from time to time. Such terms will be agreed to by Customer and ROLLER in a separate Addendum Agreement or separate terms and conditions made available at the time the advance is agreed to. Customer agrees that any payments made by ROLLER of Attendee fees prior to the seventh (7th) business day after the end date of the applicable event or advertised service are merely advances of amounts that may become due to Customer under this ROLLER Payments Agreement and that ROLLER may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in Customer’s credit profile or the underlying event(s)’ risk profile, or breaches of the Terms of Service, including this ROLLER Payments Agreement. Upon receipt of notice of any such demand, Customer shall thereupon promptly pay back to ROLLER the portion of any such advance demanded.

(e) Cancellations; Nonperformance

No payments shall be made to Customer with respect to any event or advertised service that is cancelled or with respect to which ROLLER believes there is a risk of cancellation or nonperformance, unless ROLLER receives adequate security (as determined by ROLLER in its discretion) for Customer’s obligations under this ROLLER Payments Agreement. In addition, no Attendee fees for a given event shall be earned until that event is successfully completed. If payments have already been made to an Customer for a cancelled event, Customer will immediately refund to a payment address designated by ROLLER all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 3.3.

(f) Reserves

ROLLER reserves the right to retain a certain percentage of Attendee fees (with such percentage being determined by ROLLER in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Customer’s credit profile or the underlying event(s)’ risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this ROLLER Payments Agreement. ROLLER’s right to hold a reserve shall continue following the applicable event(s) or advertised service and until either (A) Customer has discharged all obligations under the Terms of Service and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) Customer has otherwise provided ROLLER with adequate security (as determined by ROLLER in its discretion) for its obligations under the Terms of Service, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated.

(g) Chargebacks; Reversals

Any credit card chargebacks or other transaction reversals initiated against ROLLER or its affiliates for any reason (except to the extent they are caused solely by ROLLER’s negligence or willful misconduct) with respect to an Customer’s event or advertised service and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by ROLLER or its affiliates in connection with such chargebacks shall ultimately be the responsibility of Customer, and Customer agrees to promptly and fully reimburse ROLLER for such amounts on demand. As part of ROLLER’s limited payment collection agency, ROLLER will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Customer and Customer hereby authorizes ROLLER to do so and agrees to use reasonable efforts to cooperate with ROLLER in such re-presentment. However, ROLLER shall have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Customer’s refund policy or the provisions of Section 3.3(c) below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that ROLLER’s loss of any chargeback that has been re-presented by ROLLER shall not in any way limit Customer’s obligation to reimburse ROLLER and its affiliates under this paragraph.

(h) Currencies

ROLLER only provides the ROLLER Payment Processing Service for certain currencies and for Customers in certain locations. In addition, Attendee fees collected in a currency may only be paid out to Customer in the currency in which they are collected, unless otherwise agreed by ROLLER in writing. ROLLER does not provide currency conversion services. Finally different payment options or payment methods may be available to you depending on the currency in which you collect Attendee fees and your location.

(i) Payment Scheme Rules

The Card Schemes and Alternative Form of Payment Frameworks require that you comply with all applicable bylaws, rules and regulations published by them from time to time (collectively, the “Payment Scheme Rules”). We may be required to change this ROLLER Payments Agreement in connection with amendments to the Payment Scheme Rules. Depending on what payment methods you elect to use in RPP, you may be subject to different Payment Scheme Rules. You agree to comply with any applicable Payment Scheme Rules as in effect from time to time. These Payment Scheme Rules, include without limitation, a requirement to submit only bona fide transactions, limits on how you use the Card Scheme logos and trademarks and authorization to use certain of your information to show that you participate in the Card Schemes. The Payment Scheme Rules are publicly available from the websites of the related Card Schemes and Alternative Form of Payment Frameworks.

3.3 Refunds

(a) Refund Policy and Process

Regardless of what payment method is selected, Customer agrees to communicate a refund policy to Attendees with respect to each event or advertised service that meets the requirements of our Terms of Use and to administer such policy in accordance with its terms. 

All refunds for RPP transactions must be processed through ROLLER, unless otherwise agreed by ROLLER. For RPP transactions, Customer can issue refunds to Attendees directly through the Services within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by ROLLER. ROLLER may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Customer.

(b) Refund Dispute

All disputes whereby a platform is utlizing APP are between the Customer and its Attendees. In the event of a dispute, ROLLER may try to mediate, but ultimately it is Customer’s obligation to settle the dispute.

 

All disputes whereby a platform is utilising RPP are to be directly lodged with ROLLER via email at payments@rollerdigital.com or via our website. Notwithstanding the foregoing, with respect to RPP transactions, ROLLER shall have the right and obligation to make refunds on Customer’s behalf as set forth in subsection (c) below.

(c) Mandatory Refunds

Notwithstanding the foregoing, Customer authorizes ROLLER to make refunds in the following situations (i) Customer specifically authorizes the refunds at the time; (ii) ROLLER believes in its discretion that specific orders should be refunded under the Customer’s posted refund policy, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation or the Payment Scheme Rules; (iii) ROLLER believes in its discretion that the refund request, if not granted, will lead to a chargeback that ROLLER is more likely than not to lose; (iv) Customer failed to list a refund policy on the applicable event page and ROLLER believes in its discretion that a refund would be reasonable under the circumstances; (v) ROLLER believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (vi) ROLLER believes in its discretion that the order is a duplicate. Customer also authorizes ROLLER to make refunds of any and all transactions if (A) ROLLER believes in its discretion that Customer has engaged in any fraudulent activity or made any misrepresentations; (B) ROLLER believes in its discretion that there is substantial risk of nonperformance by Customer with respect to the applicable event or future events; (C) ROLLER believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) ROLLER believes in its discretion that Customer is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited Events or that failing to make the refunds would otherwise expose ROLLER to legal liability. Because all transactions are ultimately made by Customers, Customer hereby agrees to promptly and fully reimburse ROLLER and its affiliates upon demand for refunds that ROLLER makes pursuant to this ROLLER Payments Agreement, other than to the extent that the necessity for such refunds are caused by ROLLER’s negligence or willful misconduct. Customer acknowledges and agrees that chargebacks will result in losses to ROLLER in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback ROLLER is mitigating such losses and its damages with respect to Customer’s breach of this ROLLER Payments Agreement.

3.4 Non-Exclusive Remedies; Taxes

(a) Non-Exclusive Remedies

In the event any amounts are owed by Customer to ROLLER under the Terms of Service (including without limitation this ROLLER Payments Agreement), ROLLER 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 Customer, whether for a particular event or for any other event or advertised service that Customer makes available via the Services and use the withheld amount to setoff the amount owed by Customer to ROLLER; and/or (B) send an invoice to Customer for such amounts to the extent Customer’s outstanding balance is insufficient to cover these costs, in which case Customer shall pay ROLLER such invoiced amounts within seven (7) days after the date of the invoice. 

3.5. Commercial Entities

From time to time, one or more Card Schemes may require that you enter into an additional agreement directly with one of our Payment Processing Partners or with the applicable Card Scheme. If we believe that your account is likely to be subject to this additional requirement, we will provide you with a “Commercial Entity Agreement” that you must agree to in order to continue using RPP. If you fail to accept that “Commercial Entity Agreement,” we may suspend or terminate your account or transfer your account to APP.

3.6. Escheatment

If your account has had no activity for a period of time set forth in applicable unclaimed property (e.g., escheatment) laws and we hold funds related to your account, then we will notify you as required by applicable laws. If you do not claim your unclaimed funds within the timeframe notified to you, then we will escheat them to the applicable governmental authority in accordance with applicable laws.

PROHIBITED MERCHANTS; PROHIBITED EVENTS; PROHIBITED TRANSACTIONS

 

4.1. Prohibited Merchants

By registering for the Services and accepting this ROLLER Payments Agreement, you represent and warrant that:

(a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”);

(b) you are not a person or entity or under the control of or affiliated with a person or entity that (i) appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security’s Denied Persons List; (iv) appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade or (vi) is subject to sanctions in any other country; and

(c) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended.

If you fall into any of the categories set forth above, as determined by ROLLER in its discretion, you are a “Prohibited Merchant.”

4.2. Prohibited Events

You may not post events to the Services that:

(a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;

(b) would be prohibited under the Payment Scheme Rules;

(c) take place in Restricted Countries; and

(d) contain any Content (as defined in the Terms of Use) that would violate the Terms of Use, including without limitation Section 8.1 of the Terms of Use.

Any event that falls into any of the categories set forth above, as determined by ROLLER in its discretion, is a “Prohibited Event.”

4.3. Prohibited Transactions

You may not use RPP to process any of the following transactions and you represent and warrant that you will not submit for processing through the Services:

(a) any transaction that would violate the Payment Scheme Rules;

(b) any transaction that is fraudulent or criminal in nature;

(c) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events.

Any transaction that falls into any of the categories set forth above, as determined by ROLLER in its discretion, is a “Prohibited Transaction.”

4.4. Remedies

In the event that ROLLER discovers that you are a Prohibited Merchant, that you have posted a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, then ROLLER may take any or all of the following actions in its discretion in addition to any and all remedies that ROLLER may have under the law or elsewhere in the Terms of Service:

(a) suspend or terminate your ROLLER account;

(b) alter, edit, or remove any Prohibited Event or any portion thereof;

(c) block, reverse or refund any or all of your transactions;

(d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and

(e) refer you, your events and/or your transactions and information relating to the same to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.

REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

TERMINATION

 

In addition to our right to terminate your use of the Services under the Terms of Use, ROLLER may terminate this ROLLER Payments Agreement and your right to use the Services if (a) you are in violation or breach of any provision of this ROLLER Payments Agreement; or (b) our Payment Processing Partners and/or the Card Schemes or Alternative Form of Payment Frameworks terminate our right to provide the RPP Service or your right to accept payments via the RPP Service in their sole discretion.