Consumer Terms of Service/Buyer Agreement for
ifonly.com from Traina Interactive
IfOnly Luminary Agreement (Addendum to Terms of Service)
Last Updated: December 5th, 2017
Thank you for your interest in becoming a Luminary! This IfOnly Luminary Addendum (“Luminary Addendum”),is part of and subject to the terms of the IfOnly Terms of Service (“IfOnly Terms”) located here, incorporated herein by reference, between you and Traina Interactive, Corp. (“Traina Interactive,” “we” or “us”).
The Luminary Addendum contains terms regarding the creation and posting of Experience Listings, how and what Luminaries get paid for their Experiences and other terms specific to a Luminary’s provision of Experiences in connection with the Services. Unless otherwise defined in this Luminary Addendum, all capitalized terms have the meaning provided in the IfOnly Terms.
Please read this Luminary Addendum carefully. If you don’t agree to its terms and conditions you aren’t permitted to become a Luminary and you may not offer Experiences in connection with the Services. Traina Interactive reserves the right to approve or reject any Luminary application, for any reason.
Experience Listings and Experience Purchasing
For each Experience, you will create an Experience Listing via the Luminary portal page. When you do so, you will be asked a series of questions about the Experience that will structure your experience in an appropriate way; you may also choose certain requirements which must be met by End Users, including but not limited to the recommended health, fitness and skill level and time and location for the Experience. You will also set the price for your Experience, as further described below under the section titled “Financial Terms”.
After you complete your Experience Listing and submit it to the Services, we will review it as further described on the Site. You can visit our Luminary FAQs Page for additional information on the approval process for listings. Once your Experience Listing is approved, the applicable Experience will be offered for sale for a price set by you or, if applicable, for the price set by an auction via the Services.
Your ability to change or modify an Experience Listing after it’s been posted to the Services depends on the type of Experience: (i) for Experiences that are physical or digital Products, the Experience Listing can be modified up until the time the Experience is purchased, and (ii) for Experiences that require the End User and Luminary to agree on particulars like the time and location for the Experience (“Scheduled Experiences”), the Experience Listing can be modified up until the time a Registered User has submitted a request to schedule your Experience.
Traina Interactive has the right to terminate the offering of any Experience via the Services and remove any Experience Listing at any time for any reason in Traina Interactive’s sole discretion (including, without limitation, if such Experience is related to any unlawful activity or is inconsistent with Traina Interactive’s brand identity). Traina Interactive does not act as an insurer or as your contracting agent. We recommend that you obtain appropriate insurance for any Experience you provide.
Change Requests and Experience Scheduling
The modification of an Experience Listing is not the same as offering a post-purchase request negotiated between yourself and the purchaser (“Change Request”) option with your Experience. If you choose to allow Change Requests in connection with your Experience, you can indicate the availability of this option in your Experience Listing. You may set the minimum number of days from the experience where you will accept Change Requests; after this date, the buyer will no longer be able to request changes. The Service will display the additional cost for requests altering an existing option for your experience, such as location or number of people, to the customer when offered and will automatically charge any additional costs (“Change Fees”) when accepted. You will also be able to set an additional custom Change Fee for any Change Requests received from the customer that are outside the parameters of your existing Experience. This custom Change Fee will be displayed to the customer, who will have the option to accept or deny the new fee. The Change Fee will not be charged to the customer until both sides accept the change.
If you have an approval right with respect to potential Experience participants, you must provide your acceptance or rejection of such participants within the time period designated by Traina Interactive.
For Scheduled Experiences, you must respond to a request to schedule your Experience within seventy-two (72) hours, but recommend a prompt response whenever possible. Otherwise, the request may be automatically rejected. IfOnly may, at their discretion, make a good faith effort to contact you if you do not reply to a schedule requests in a timely manner. Traina Interactive reserves the right to remove your Experiences and/or Luminary account from the Services if you do not respond to schedule requests. The time of receipt of the scheduling request will be tracked via the Services. If you and the End User agree on the time and location (as applicable) for the Experience, Traina Interactive will send you and the End User a scheduling confirmation email.
Crowd Buy Events
A Crowd Buy event allows unrelated users in a participate in the same experience with a ticket minimum set by you. If you choose to create a Crowd Buy event that requires a minimum number of sold tickets to occur, you will have to provide specific information in your Experience Listing including the scheduled date and time for the Crowd Buy Event, the Ticket Minimum, and the Ticket Cut Off Date. You will be required to set a Ticket Cut Off Date that is at least 7 days prior to the date the applicable Experience is scheduled to take place. After the Ticket Minimum has been reached, tickets will continue to be sold until the date that you allow (“Sell By Date”) or until all tickets have been sold out. If the Ticket Minimum is not reached by the Ticket Cut Off Date, you will have one day to manually confirm the experience with only the ticket quantity currently purchased. Otherwise, the Crowd Buy Event will be cancelled, and we will notify you and all End Users who have purchased tickets of the cancellation, cancel their orders and refund each the Total Fees paid for their tickets. You will not be paid for cancelled Crowd Buy Events.
Buy with Friends
You may also choose to enable the Buy with Friends feature using the “Allow an available time to be held for purchase by a group” checkbox in the Listing Builder. If selected, an End User will be able to reserve a time on your calendar before completing the purchase; they will have the ability to share the saved time and date with other End Users who may purchase spots. If the full price is not paid within the Booking Lead Time you have set for the listing, the reserved time will be released and the order will be canceled.
Experience Fulfillment and Customer Information
Unless otherwise agreed upon, you, and not Traina Interactive, are the seller of the goods and services (including any Products) described in your Experience Listing. You are responsible for all Experience Listings you post. You represent and warrant: (i) you have the right, power and authority to enter into this Luminary Addendum; (ii) that any Experience Listing you post and the related Experience (a) will not breach any agreements you have entered into with any third parties, and (b) will (x) be administered in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any Experience (including, without limitation, your acquisition and maintenance of all required permits, licenses and registrations for the Experience), and (y) not conflict with the rights of third parties; (iii) all Experiences will be provided pursuant to the terms and conditions of your Experience Listing; and (vi) your Experience Listing and any advertising or promotion of your products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws.
In connection with the purchase of your Experience, you will receive certain information regarding the applicable End User which may include personally identifiable information, email addresses, and any other contact information for the End User. You agree to hold all such End User information in strict confidence, not to use it in any way, commercially or otherwise, except for purposes of fulfilling your obligations under this Luminary Addendum.
You are solely responsible for honoring and fulfilling your Experiences. From time to time Traina Interactive may add additional functionality to its Site or offer you additional services to assist with your fulfillment of Experiences. For Experiences that contain physical Products you must pack your items for shipping and generate any shipping labels for such items through the Services.
As a Luminary, without limiting the Registered User Conduct Terms provided in the IfOnly Terms, in connection with your use of the Services, you also agree that you won’t:
- Offer to buy your own auction Experiences, or instruct, authorize or permit any other person to purchase your auction Experiences on your behalf, or to otherwise take any action that may manipulate the sale of your Experience in any way;
- Use the Services to find an End User for an Experience and then complete a purchase for that Experience independent of the Services; or
- Offer an Experience for, or that includes, any counterfeit goods, illegally replicated products, or unauthorized copies (e.g., illegally duplicated; bootlegged or pirated content).
- Offer an experience that is illegal in any way
- Fail to contact IfOnly if there are any issues with the execution of your experience;
- Accept or make payments for an IfOnly Experience outside of the Services; or
- Fulfill an experience that is inconsistent with the Experience Listing, including but not limited to, failing to fulfill all promised Experience components, bringing unauthorized guests, failing to show up for a scheduled Experience or showing up late, or failing to provide an adequate and comparable Experience when it is impracticable to fulfill the purchased Experience as promised
- Failure to adhere to commonly understood professional standards including, but not limited to, respectful communication with guests and TI Employees and anyone else involved in Experience fulfillment, conducting Experiences in a safe and professional manner and prompt notification of TI and guests should any issues arise with the Experience
Without limiting any other terms of this Luminary Addendum, if you cancel or do not fulfill your Experience, you will not be eligible for payment for such Experience and upon notice you must return to Traina Interactive any portion of the Luminary Share (defined below) paid to you in advance. Any refunds to End Users will be made in accordance with the IfOnly Terms of Service.
“Charity Amount” means the amount that Traina Interactive provides to the Designated Charity for an Experience, which is a percentage of the List Price. The applicable percentage is provided in connection with the Experience Listing. You will have the opportunity to select a Designated Charity from a pre-approved list of charities provided by Traina Interactive.
“Gross Purchase Amount” means all monies received by Traina Interactive for the purchase or confirmed scheduling of an Experience plus the Tax received, Change Fees, and shipping fees from the End User less any processing fees and related expenses.
“List Price” means the gross purchase price for an Experience less any applicable Taxes and shipping fees.
“Platform Fee” means the fee that Traina Interactive charges Luminaries to use its Services, which is a percentage of the List Price. The percentages vary by type of Experience and the applicable percentage for an Experience is provided in connection with the Experience Listing.
“Tax” or “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT).
Fees. You agree to include in your Experience Listing (i) a fixed purchase price for the Experience (whether dollars per person, dollars per hour, total fixed, or any other pricing system we may offer); (ii) a starting price for an Experience made available for purchase via auction; or iii) Change Fees if applicable. Subject to the terms and conditions of this Luminary Addendum, we will pay you an amount equal to the Gross Purchase Amount minus the Platform Fee, the Charity Amount and the shipping fees, if applicable (the “Luminary Share”).
Payment Terms. Train Interactive will initiate payments to Luminaries at least twice per month (at the beginning and middle of each calendar month (i.e., on or about the 1st and 15th) (each a “Pay Period”). Payment validation and processing typically takes approximately 3-5 business days, so Luminaries can expect their semi-monthly payments on or around the 5th and the 20th of each month. The following payout schedule applies:For Physical and Digital Products - We will pay out one hundred percent (100%) of your Luminary Share in the Pay Period following the date the item is shipped in the case of a physical Product, or the date of transmission in the case of a Digital Product. For In-person and Digital Experiences - We will pay out fifty percent (50%) of your Luminary Share in the Pay Period following the date you and the End User agree on the time and location (as applicable) for your Experience and the scheduling confirmation email is issued or, for fixed date events, from the date the ticket is purchased. The remaining fifty percent (50%) of your Luminary Share (plus the applicable Tax) will be paid out to you in the Pay Period following the date upon which the Experience has occurred.
Payment will be made in U.S. dollars, typically by check or Electronic Funds Transfer, to the current payment method in the financial section of your account. To ensure proper payment, you are solely responsible for keeping your Account information current and complete. Notwithstanding the foregoing, Traina Interactive will not be liable for any payment based on: (a) any amounts which result from invalid transactions; or (b) any illegal or otherwise invalid request for End Users to engage in a transaction. Furthermore, Traina Interactive reserves the right to withhold payment, chargeback your Account and/or offset future payments to you:
- as a result of (a) or (b), or breach of this Luminary Addendum by you, pending Traina Interactive’s reasonable investigation of the foregoing;
- in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction or to provide an End User with a refund of all or a portion of the amount paid by such End User for an Experience, for example, in the event that an Experience is cancelled by you or cancellation occurs for another reason beyond either party’s control; and
- in certain cases where our bank or third party credit card processor withholds a percentage of a payment as a reserve, for example, as a result of actual or alleged fraudulent activity.
Furthermore, Luminary shall be required to reimburse Traina for the full amount received from Traina, in the event experience is not fulfilled as promised by Luminary in the Experience Listing. Reimbursement must be made within 5 business days.
Taxes. You agree to complete and provide to us any required Tax or other forms relating to your receipt of payments in connection with your use of the Services, this includes, without limitation, providing Traina Interactive with a valid U.S. tax identification number and a fully-completed IRS Form W-9, or an IRS Form W-8BEN or any other comparable tax information as required by local laws and regulations.
All payments due and payable to you under these IfOnly Terms will include applicable Taxes, if any. You will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. If you are a Luminary that offers U.S. based Experiences, you must provide nexus information in connection with your Experience Listing and the platform will calculate and collect sales tax based on the information you provide. You understand and agree that you are responsible for paying any amounts due to the applicable venue for the sales of your U.S. based Experiences. If you are a Luminary that offers Experiences which are based outside of the U.S., you must provide a valid VAT or other national tax identification information to Traina with your Experience Listing information. Traina Interactive cannot and does not offer Tax-related advice to any Luminaries.
Transactions Involving Alcoholic Beverages
Experiences that include alcoholic beverages may only be purchased by individuals, including without limitation, End Users who are at least twenty-one (21) years old. You are responsible for complying with all applicable alcoholic beverage laws for your Experiences. If you offer an experience including alcohol, we may ask for your alcohol license information including, but not limited to, alcohol license/permit number, permit type, alcohol license holder, state of license, and any infractions on your license. Traina Interactive reserves the right to remove any experiences that violate our Alcohol Policy.
You hereby grant to Traina Interactive a non-exclusive, royalty-free, license to use your trade names, trademarks, service marks, logos and domain names (“Luminary Marks”), in connection with the Services, as well as in presentations, marketing materials, customer lists, press releases, and financial reports. All goodwill generated from the use of your Luminary Marks by Traina Interactive will inure to your benefit. Further, you authorize Traina Interactive to identify you as a Luminary. You represent and warrant that you own all your Luminary Marks or you have all rights that are necessary to grant us the license rights in your Luminary Marks under this Luminary Addendum.
If you have any questions regarding this Luminary Addendum feel free to send us a note at firstname.lastname@example.org. We will happily answer any questions you have.