Operating Regulations

For

Wooza Shop CC

THESE OPERATING REGULATIONS for Wooza Shop CC ("Operating Regulations") and the other portions of the Agreement govern the activities of Supplier, being a person or business entity that enters into a Supplier Agreement with Wooza Shop CC ("Wooza") and offers its products and services for resale on Wooza's website. Supplier may be referred to as "You" or "Your" in these Operating Regulations as a participant in Wooza's program as described in the Agreement.

1. INCORPORATION INTO THE SUPPLIER AGREEMENT AND EFFECTIVE DATE

Pursuant to the terms of the Supplier Agreement (“Agreement”), these Operating Regulations and all of Wooza's website policies and statements are incorporated into and made a part of the Agreement. These Operating Regulations are effective and binding upon Supplier and Wooza upon the date the Agreement becomes effective, as described therein.

Any capitalized terms herein that are not defined in these Operating Regulations shall have the meaning attributed to the term in the Agreement.

Wooza may amend these Operating Regulations at any time upon posting the amendments on Wooza's website. Any amendment shall become effective as described in Section 17.A of the Agreement.

2. INCORPORATION OF FEE SCHEDULE

Schedule A, Operating Regulations Fee Schedule ("Fee Schedule") is incorporated into and becomes a part of the Operating Regulations by this reference.

3. QUESTIONS ON ACCOUNT

For questions regarding your Account, contact us on This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

4. NOTICE AND FEES FOR CHANGES

Supplier must notify Wooza immediately of any changes Supplier intends to make in any of the following:

* Products offered for sale

* Shipping Policy

* Return Policy

* Primary Contact Information

* Web address

* URL or Domain Name

Such notice must be provided at least ten (10) days in advance of any change. Should the proposed change result in a breach of the Agreement, Wooza may, at its discretion, suspend activity on the applicable Account or Additional Account until the breach is cured, or terminate the Agreement.

Any Additional Accounts established by Supplier must be to a functional URL, owned by the Supplier. If Supplier establishes a new or additional URL and uses the URL for Wooza to resell Supplier's Products, the fees set forth in Fee Schedule shall be applicable for each new or additional URL.

5. SALE OF GOODS AND SERVICES

If Supplier registers Products for inclusion in the Shopping Center, Wooza may purchase such Products for resale to Customers. Only those Products of Supplier that have been validly registered with Wooza in Wooza's product database may be advertised and sold on Wooza's Shopping Center or presented to Wooza for resale to Customers.

Wooza shall not be restricted by Supplier as to the price charged to Customers for the resale of Products purchased from Supplier. Where applicable, Wooza may collect from the Customer and remit to the appropriate governmental agency an amount for sales, use, or other similar taxes.

6. CUSTOMER ASSISTANCE

Supplier shall at all times respond promptly to inquiries from Wooza on behalf of Customers or from Customers directly, and shall endeavor to resolve disputes with said Customer.

In the event a Customer contacts Supplier directly, Supplier shall immediately notify Wooza and provide Wooza with information requested by Wooza regarding such direct Customer contact.

Supplier shall be responsible, at Supplier's expense, to monitor and resolve issues related to its Wooza Account. Failure to do so shall be deemed to be a breach of Supplier's obligations under the Agreement. Wooza may charge Supplier reasonable fees and recover its expenses related to Customer inquiries, Returns, or Refunds.

In the event Wooza participates in an attempt to resolve an issue with a Customer, Wooza will notify Supplier of the details and nature of the issue and use commercially reasonable efforts in an attempt to find a solution that is acceptable to all parties to a Transaction.

In any direct contact with Customers, Supplier shall at all times, act in a professional and courteous manner. At no time will Supplier conduct an inappropriate communication with the Customer. Inappropriate communications include, without limitation, threats of any nature, harassment or attempts at extortion. Such inappropriate communication shall be deemed to be a material breach of the Agreement.

In addition to the other remedies Wooza has for Supplier's breach of its obligations, including without limitation the suspension of an Account or termination of the Agreement, Wooza may assess a charge of R1000.00 as partial reimbursement for costs incurred by Wooza in resolving an issue with a Customer resulting from inappropriate communication by Supplier.

Supplier shall indemnify and hold Wooza harmless from any, costs expenses or damages claimed by a Customer as a result of Supplier's inappropriate communications.

7. REVERSAL OF CUSTOMER TRANSACTIONS

7.1 Cancellations:

A "Cancellation" occurs when Customer, Supplier or Wooza voids an order for a withdrawal of funds from a Customer's Card account or bank account before a sale is sent for deposit. Wooza will not collect a deposit from the Customer and the previously authorized funds will be released at the Card issuing bank's discretion. Wooza will not assess nor collect a Transaction Fee from Supplier.

After a sale is sent for deposit, any attempt to reimburse the cost of a Product to a Customer constitutes a Refund and shall be dealt with as set forth below.

7.2 Returns:

A return occurs when a Customer returns Products previously purchased from Wooza ("Return").

Supplier shall accept Returns of products and agree to provide Refunds through Wooza for Customers who initiate a Return or a Bank Assisted Dispute, as defined below, that Wooza has approved, either with Wooza, the entity whose brand appears on the Card ("Card Association"), the Card issuing bank, or the depository bank.

Supplier shall have a policy with regard to the return or cancellation of Products ("Supplier's Return Policy"). Supplier's Return Policy shall be clear, complete and accurate, prominently posted on its billing screen and available for review by a Customer prior to the Customer being obligated for a purchase of Products of Supplier.

Unless otherwise agreed upon with Wooza in advance, Supplier's Return Policy shall clearly state that Supplier will not reduce the amount of a Refund by the assessment of a "restocking fee" or a similar fee. The Return Policy shall also clearly state if shipping charges are refundable and whether the Customer is responsible for any applicable return shipping charges.

7.3 Refunds:

A refund is the actual reimbursement of the cost of a Product to a Customer regardless of the basis for the reimbursement ("Refund"). Wooza accomplishes the Refund by reversing the amount previously charged to the Customer's Card or account at the Card issuing bank and the appropriate amount is credited to the appropriate Card or account at the Card issuing bank of Customer.

Wooza will only issue a Refund to the original funding source. For example, an order funded via Credit Card will be issued a Refund to the account for the Card that was used to fund the order. An order funded via PayPal will be issued a Refund to the original PayPal account. If the PayPal account is closed, the Customer should be referred to Wooza for assistance.

Supplier shall have a policy with regard to Refunds ("Supplier's Refund Policy"). Supplier's Refund Policy shall be clear, complete, accurate, and prominently posted on its website and available for review by a Customer prior to the Customer being transferred to Wooza’s website for a purchase of Products of Supplier.

Unless otherwise agreed upon with Wooza in advance, Supplier's Refund Policy shall, at a minimum, indicate that the Supplier will not reduce the amount of a Refund by any fees, such as “restocking fees.” If the Supplier’s Refund Policy clearly states that shipping charges are non-refundable, then Refunds may be reduced by shipping charges.

Wooza may issue a Refund without the prior knowledge or consent of Supplier in any case Wooza deems it appropriate. Wooza will promptly notify Supplier of any Refund and provide Supplier with information regarding the basis for Wooza's determination to issue the Refund.

Supplier's Account will be debited by Wooza in an appropriate amount for all Refunds, regardless of the basis for the Refund.

In the event of a Return or Refund, Supplier agrees to indemnify and hold Wooza harmless from liability and, further, Supplier agrees to immediately pay Wooza an amount equal to all funds Wooza has paid to Customer on behalf of Supplier.

7.4 Bank Assisted Disputes:

2CheckOut, as a reseller of Wooza Shop CC products and a merchant for various card associations, is subject to obligations which entitle the Card issuing bank to assess a charge or fee for handling bank assisted Refund activity. Wooza may, in turn, assess a fee to Supplier to cover Wooza's additional expenses which result from bank assisted Refund activity. Please contact Wooza directly for potential charges.

A Bank Assisted Dispute occurs when the Customer or the Card issuing bank disputes the validity of a purchase of Products from Wooza as the card association merchant, or the Card issuing bank initiates a reversal of the purchase, providing the Customer with a credit for the full amount of the Product purchased from Wooza ("Bank Assisted Dispute").

In the event multiple Products are purchased as part of a single transaction, the Customer or the Card issuing bank may initiate a Bank Assisted Dispute for less than all of the Products purchased and the credit granted to the Customer will only be in the amount of the Products for which the Bank Assisted Dispute was initiated.

8. LIMITATIONS ON PRODUCTS AND SERVICES OFFERED FOR RESALE

8.1 Right to Prohibit Certain Sales/Registrations:

Wooza may prohibit the registration and/or sale of certain products and services ("Prohibited Products"). Wooza may change the list of Prohibited Products from time to time, in its discretion, without notice to or the consent of Supplier. Wooza shall have no liability or obligation to Supplier for a change in the Prohibited Products listings, even if the addition of a Product to the Prohibited Products list eliminates all Products that Supplier offers for sale. For a complete and up-to-date listing of Prohibited Products please go to the following link: http://www.2checkout.com/documentation/prohibited.html.

8.2 Supplier's Duty to Comply:

Supplier shall not offer Prohibited Products for sale. If Supplier is offering Products for sale that become included on the Prohibited Products list, Supplier shall cease to offer such Products for sale within two (2) calendar days after the Product is added to the Prohibited Products list and the revised Prohibited Products list is posted on Wooza's website. Failure to comply within two (2) calendar days from such warning may result in suspension of activity on the Account or Additional Account, the Account or Additional Account being closed and the potential forfeiture of Purchase Payments (as hereinafter defined) on the offending Transaction(s), in Wooza's sole discretion. Provided, however, if in Wooza's sole discretion, the Products being offered are such that they should be immediately withdrawn from sale by Supplier, Wooza may immediately suspend activity on the Account of Supplier, without notice and opportunity to cure. At the discretion of Wooza, such suspension may continue indefinitely, or result in a permanent suspension of Supplier, the termination of the Agreement and the forfeiture of the right to a disbursement of funds for completed sales of Prohibited Products.

9. COMPLIANCE WITH MERCHANT OBLIGATIONS

As a merchant for various card associations (i.e., VISA, MasterCard, American Express, Discover, JCB and Diner's Club), 2CheckOut, a reseller of Wooza Shop CC products, has obligations it must fulfill to protect its ability to participate as a merchant in those card associations.

10. PROHIBITED ACTIVITIES

In addition to prohibitions which may be found elsewhere in the Agreement, including without limitation, these Operating Regulations, Supplier shall not allow or conduct any of the following listed activities. If Wooza ascertains that Supplier is allowing or conducting any of the following listed activities, the Account will be immediately suspended and funds for completed sales of products or services to Wooza will be withheld from Supplier pursuant to Section 14:

10.1 Virtual Terminal Activity (i.e. Self-Keying):

Allowing a third party to directly key in Card or bank account information related to a transaction involving Wooza via the Internet.

10.2 Unsolicited Electronic Messaging:

Generating unsolicited electronic messages to Customers which constitutes SPAM. For the purposes of the Agreement the term "SPAM" means an unsolicited commercial electronic communication to a Customer, or commercial electronic communications sent to a Customer after the Customer has revoked authorization for the sender. SPAM includes, without limitation:

* Instant Messaging

* Unwelcome email

* Newsgroup cross-postings

* Windows that spawn new windows

* Windows which resist closure

The sale or advertisement of Products that are classified by Wooza as Prohibited Products.

The sale or advertisement of Products that are classified by Wooza as Restricted Products in a manner different than approved by Wooza.

10.4 Sale from any Website Other than Registered Website:

Presenting any sales information to Wooza for processing from a website other than the website registered on the Supplier's Account. Additional Accounts should be purchased for each website.

10.5 Use of Personal Information Regarding a Customer:

The use of personal information regarding a Customer for anything other than as necessary to complete the resale of a Product by Wooza to a Customer, or to conduct customer assistance requested by the Customer.

10.6 Presenting Sales Information Prior to Shipment:

Presenting any sales information to Wooza for processing which relates to the sale of Products for future delivery.

Relying on any proceeds or credit resulting from a Transaction to purchase or furnish Products.

Supplier is expected to maintain a ready inventory of the Products it offers for sale to Wooza, or promptly notify Wooza that an order will not be fulfilled in a timely manner.

10.7 Prematurely Marking Products as Shipped to Customer:

Notifying Wooza that a Product has been shipped to a Customer prior to shipment having occurred.

10.8 Other Electronic Activities:

Using the Services or access to Wooza's website or Customers for any purpose other than that for which Wooza's website and Services are intended, including without limitation phishing, pharming, hacking, tampering, modifying or otherwise corrupting the security or functionality of the Services.

10.9 Illegal Activities:

The sale, lease, other transfer, or possession of Products to a Customer when such sale, lease, other transfer or possession violates the law.

11. CUSTOMER INCENTIVE PROGRAMS

Wooza may elect to offer an incentive program to Customers under which Wooza will allow the offer of discounts, coupons, or other types of incentives to Customers for the purchase of Products ("Customer Incentive Program"). Any Supplier that desires to participate in a Customer Incentive Program must advise Wooza of Supplier's desire to participate and enter into a separate agreement with Wooza regarding such Customer Incentive Program.

12. PAYMENT OF FEES AND CHARGES

12.1 Deduction from Purchase Price:

Supplier hereby grants Wooza the right to deduct all fees, charges, fines, penalties, wire transfer charges and other expenses that the Supplier is responsible for from the purchase price of Products resold to Customers by Wooza prior to making any payment to Supplier.

In the event a Refund is paid to a Customer by Wooza for a Transaction, Supplier will be obligated to reimburse Wooza for the amount of the Refund. In the event the funds for the purchase that is the subject of the Refund have not been paid to Supplier, Wooza may deduct the amount of the Refund from funds due to Supplier, or from the Reserve.

In the event Wooza, in its sole discretion, has any reasonable doubt as to whether the Supplier has delivered the Product to the Customer, or any reasonable doubt that the Product delivered to the Customer was as advertised by Supplier, Wooza may withhold the applicable Purchase Payment until Wooza is satisfied that Supplier has performed its obligations to the Customer.

12.2 Direct Payment from Supplier:

Supplier hereby grants Wooza the right to deduct all fees, charges, fines, penalties and other expenses that the Supplier is responsible for from the DDA into which Wooza is to deposit proceeds to Supplier from a Transaction. Supplier will, upon demand by Wooza execute any documentation required by Supplier's financial institution to enable Wooza to make such deductions.

12.3 Retention of Funds for Damages, Refunds and Failure to Deliver:

Pursuant to the Agreement, Supplier is liable to Wooza for damages, costs and expenses, including attorney fees, incurred by Wooza which result from a breach of the agreement by Supplier. Wooza shall retain all funds it has that are attributable to Supplier, including any amounts in the Reserve which is established pursuant to Section 12, until such time as a determination is made as to the amount of damages, costs and expenses incurred by Wooza. Upon making such determination, Wooza may apply as much of the funds being held as is necessary to reimburse Wooza.