Transaction Terms of Service
By using World Live Mall. (“WLM,” “we,” “our,” or “us”) order processing services (“Transaction Services”) provided by Kind Base Inc as the platform operator ("Platform", "KB")
, you agree to be bound by the General Terms of Service (“General
Terms”), these additional terms and conditions (“Transaction Terms”) and all other terms,
policies and guidelines applicable to the Services (as defined in the General Terms) used. If you
are using the Transaction Services on behalf of a business, that business accepts these terms.
Transaction 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.
Transaction Services
1. Our Role
WLM is a art marketplace and order management service provider that allows
customers to pay by credit cards 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
Transaction Services allow customers to make purchases using 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
Transaction Services. We may remove or add Cards that we accept at any time without prior
notice.
In order to serve in this role, we must enter into agreements with Networks, processors and
acquiring banks. By accepting or otherwise agreeing to these Transaction Terms, you agree to
the terms and conditions of the payment Networks, processors and acquiring banks as it
pertains to the acceptance of Cards.
2. Your Authorization
In connection with the Transaction Services, you authorize us to act as the merchant of record
and an agent for the limited purposes of holding, receiving, and disbursing funds for the
merchandise offered by you. 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 WLM 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 Transaction 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 Transaction 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 Transaction 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),
(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 listed on our Fee Schedule (“Fees”) for use of the
Transaction 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 WLM Account. Subject to the General Terms and these
Transaction 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 Transaction Services. All
Balances and all Fees, charges, and payments collected or paid through the Transaction
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 WLM Account for the difference. If the error
results in your receipt of more funds than you were entitled, WLM will debit the extra funds from
your WLM 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 Setup
6. WLM Account Registration for Transaction Services
You must open a WLM 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 WLM Account. This name will appear on the credit or debit card statements of your
customers for all payments you accept using the Transaction Services.
7. Identity Verification
WLM will review the information you submit while signing up for the Transaction Services. You
authorize WLM to request identity verifying information about you, including a consumer report
that contains your name and address. WLM may periodically obtain additional reports to
determine whether you continue to meet the requirements for a WLM Account. You permit WLM
to share information about you and your application (including whether you are approved or
declined), and your WLM Account with your bank or other financial institution, or as otherwise
specified in the Privacy Policy. WLM or its processor and/or acquiring bank may conclude that
you will not be permitted to use the Transaction Services.
8. Requests for Additional Information and Inspection
WLM may request additional information from you at any time. For example, WLM may ask
you to present invoices from your suppliers, a government issued identification such as a
passport or driver’s license, a business license, or other information. WLM may also ask for
permission to inspect your business location. If you refuse any of these requests, your WLM
Account may be suspended or terminated.
Use of Your WLM Account for Transaction Services
9. Access to Proceeds
We will settle Proceeds to your verified bank account, subject to the payout schedule described
in Section 11. If WLM is not able to debit or credit the bank account you link to your WLM
Account, that bank account will be de-linked from your WLM Account. If you do not have an
ACH-enabled bank account linked to your WLM 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 WLM Account
in order to receive your Proceeds.
10. Right of Setoff
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 Transaction 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 Transaction 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. Payout Schedule
WLM will automatically initiate a payout of Proceeds to your valid, linked US bank account at
the end of the business day before 4 p.m. PT (7 p.m. ET). WLM will initiate a payout of
Proceeds received on non-business days before the end of next business day. WLM does not
control the time it takes for banks to process ACH transactions, and thus availability of funds is
subject to banks processing time and delays.
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. WLM Account History
When a payment is made to your WLM Account, we will update your WLM Account activity on
the website and provide you a transaction confirmation. The confirmation will serve as your
receipt. Summaries of your WLM 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 WLM Account and your use of the Transaction Services, and (b)
reconciling all transactional information that is associated with your WLM Account. If you
believe that there is an error or unauthorized transaction activity is associated with your WLM
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 WLM Accounts or in a
separate reserve account (a “Reserve”) to secure the performance of your obligations under any
agreement between you and WLM. 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 WLM. The Reserve may be raised, reduced or removed at any time by WLM,
in its sole discretion, based on your payment history, a credit review, the amount of any
arbitration award or court judgment against you in WLM’s favor, or otherwise as WLM 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 WLM 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 WLM 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. 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 WLM (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
WLM Account or any connected WLM Account (as well as set off against any Balance in any
connected WLM 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.
16. Dormant WLM Accounts
If you do not process payments through your WLM 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, WLM will provide you with notice as required
by applicable law and instructions for how to deposit your Balance. If funds still remain in your
WLM Account, WLM will escheat such funds as required by applicable law or, as permitted, to
WLM.
Chargebacks
17. Your Liability for Chargebacks
There may be times when 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 WLM 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 as imposed by the Network or our processor.
18. 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 WLM
Accounts (including any Reserve), any proceeds due to you, or any bank account or other
payment instrument linked to any of your WLM Accounts. If you have pending Chargebacks, we
may delay payouts from your WLM 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.
19. Excessive Chargebacks
If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we
may establish additional conditions governing your WLM 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 Transaction Services.
20. Contesting Chargebacks
You will assist us when requested, at your expense, to investigate any of your transactions
processed through the Transaction 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 WLM 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
21. Restricted Use
You will not act as a payment facilitator or otherwise resell the Transaction Services to any third
party. You will not use the Transaction Services to handle, process or transmit funds for any
third party. You also may not use the Transaction Services to process cash advances.
22. Unauthorized or Illegal Use
You will only accept Cards for transactions that are allowed by applicable law. We may decide
not to authorize or settle any transaction that you submit to us if we believe that the transaction
is in violation of these terms or any other agreement with WLM, or that it exposes you, your
customers, other WLM Sellers, our processors or WLM to harm. Harm includes fraud and other
criminal acts. If we suspect that your WLM Account has been used for an unauthorized, illegal,
or criminal purpose, you give us express authorization to share information about you, your
WLM Account, and any of your transactions with law enforcement and, as deemed necessary
by WLM, our payment processing and financial institution partners.
23. Applicable Network Rules
By using the Transaction 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. WLM 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 Transaction Terms, and except as otherwise agreed between WLM
and the Network, the Network Rule shall apply.
24. Taxes
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 Transaction 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. WLM 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,
WLM will be required by law to report information about you and your use of the Transaction
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 WLM Account,
including the applicable social security number (“SSN”) or entity identification number (“EIN”).
25. Network Logos and Marks
Your use of Network logos and marks (“Marks”) is governed by the Network Rules; you must
familiarize yourself with and comply with these requirements. The Networks are the sole and
exclusive owners of their respective Marks. You will not contest the ownership of the Marks, and
any Network may prohibit you from using its Marks for any reason and at any time. WLM may
require you to make modifications to your Website or other advertising and signage in order to
comply with Network Rules related to the Marks.
26. PCI Compliance
If you store, process or transmit cardholder data, you will comply with the applicable Payment
Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the
Network Rules. You will cooperate in forensic investigations as required by WLM or its
partners. For additional information, including tools to help you assess your compliance, see
http://www.visa.com/cisp and https://www.mastercard.com/sdp.
27. Failure to Comply with Network Rules or Security Standards
Notwithstanding Section 34 of these terms or Section 15 of the General Terms, you understand
that your failure to comply with the Network Rules or the PCI-DSS security standards, including
the compromise of any Card information, may result in fines or other losses to WLM. You will
indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused
by your and your agents’ actions.
Your Additional Obligations
28. Customer Service
You are solely responsible for all customer service policies and issues relating to your 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 WLM Account,
payment, Card processing, debiting or crediting.
29. Refunds and Returns
By accepting Card transactions through the Transaction Services, you agree to process returns
of, and provide refunds and adjustments for, your goods or services through your WLM Account
in accordance with these Transaction 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 WLM Account up to
one hundred and twenty (120) days from the day you accepted the payment. If you use WLM
Online Store, you may not be able to process a partial refund. If your
available WLM Balance is insufficient to cover the refund, WLM will withdraw up to the
requested refund amount (the sale amount minus the initial transaction fee) from a payment
instrument registered with your WLM Account or any connected WLM Account and credit it
back into your customer’s Card. The Fees are also refunded by WLM, so the full purchase
amount is always returned to your customer. WLM has no obligation to accept any returns of
any of your goods or services on your behalf.
30. Additional Indemnity
In addition to Section 15 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 submitted by you through the Transaction
Services (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).
31. Additional Representations, Warranties, and Covenants
In addition to Section 16 of the General Terms, with each Card transaction you process through
the Transaction Services, you represent, warrant and covenant to us that: (a) the Card
transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods
and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer
and will resolve any dispute or complaint directly with the customer; (d) you and the Card
transaction comply with all federal, state, and local laws, rules, and regulations applicable to you
and your business, including any applicable tax, wage and hour, and tip laws and regulations;
(e) except in the ordinary course of business, you are not submitting a transaction that
represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not
submitting a transaction involving your own Cards (except for reasonable test swipes).
Termination of Transaction Services
32. Termination of Transaction Services
WLM may Terminate your use of the Transaction 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
Transaction Terms or the Terms of Service. If your access to Transaction Services has been
terminated, you may still be permitted to use WLM’s other products, subject to our discretion.
33. Transaction Services Upon Closure of Your WLM Account
Closure of your WLM 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 Transaction Terms.
If an investigation is pending at the time you close your WLM 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.
34. Survival
The following sections will survive termination of these Transaction Terms, in addition to those
that survive under Section 12 of the General Terms: 5 (Processing Errors), 7 (Identity
Verification), 9 (Access to Proceeds), 10 (Right of Setoff), 11 (Payout Schedule), 12 (Availability
of Proceeds), 13 (WLM Account History), 14 (Reserve for Holding Funds), 15 (Our Set-off
Rights), 16 (Dormant WLM Accounts), 17 (Your Liability for Chargebacks), 18 (Our Collection
Rights for Chargebacks), 19 (Excessive Chargebacks), 20 (Contesting Chargebacks), 24
(Taxes), and 28 (Customer Service).