Terms and Conditions
The terms and conditions stated herein (collectively, the "Agreement") constitute a legal agreement between you and Frontier Payments, LLC, dba GetRide a
Delaware company (“We” or the "Company"). In order to use the Service and the associated Software Platform you must agree to the terms and conditions that
are set out below. By visiting our website, mobile application, or using or receiving any services supplied to you by the Company (collectively, the "Service"),
and downloading, installing or using any associated mobile application software supplied by the Company (collectively, the "Software"), you hereby expressly
acknowledge and agree to be bound by the terms and conditions of the Agreement, and any future amendments and additions to this Agreement as published from
time to time or through the Service or Software.
We reserve the right to modify the terms and conditions of this Agreement or its policies relating to the Service or Software at any time, effective upon posting
of an updated version of this Agreement on the Service or Software. You are responsible for periodically reviewing this Agreement. Continued use of the Service or
Software after any such changes shall constitute your consent to such changes.
1. We Are Only An Intermediary; Disclaimer
GetRide provides a means to enable persons who seek transportation to certain destinations to be matched with drivers who are will drive to such destinations (“Driver”).
WE DO NOT PROVIDE GROUND TRANSPORTATION SERVICES. IT IS UP TO THE THIRD PARTY GROUND TRANSPORTATION PROVIDER TO OFFER SERVICES WHICH MAY BE ARRANGED THROUGH USE OF THE
SOFTWARE OR SERVICE. WE OFFER INFORMATION AND A PROCESS TO OBTAIN SUCH THIRD PARTY TRANSPORTATION SERVICES, BUT DO NOT PROVIDE GROUND TRANSPORTATION SERVICES OR ACT IN
ANY WAY AS A TRANSPORTATION PROVIDER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY GROUND TRANSPORTATION SERVICES PROVIDED TO YOU BY SUCH THIRD PARTIES. ANY DECISION
BY A USER TO OFFER OR ACCEPT TRANSPORTATION ONCE SUCH USER IS MATCHED THROUGH THE GETRIDE PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION.
2. Representations and Warranties
By using the Software or Services, you expressly represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction which
restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and
you must not use the Software and Service. Without limiting the foregoing, the Service and Software is not available to children (persons under the age of 18). By using
the Software or Services, you represent and warrant that you are at least 18 years old. By using the Software or the Services, you represent and warrant that you have
the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your participation in using the Service and/or
Software is for your sole, personal use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other
person or entity. When using the Software or Service you agree to comply with all applicable laws from your home nation, the country, state and city in which you are present
while using the Software or Service.
You may only access the Services using authorized means. It is your responsibility to ensure that you download the correct version of the Software for your device. The Company
reserves the right to terminate this Agreement should you be using the Service or Software in any unauthorized manner.
By using the Software or the Services, you agree that:
(a) You will only use the Service or Software for lawful purposes; you will not use the Services or Software for any unlawful or fraudulent purposes.
(b) You will not use the Service or Software to cause nuisance, annoyance or inconvenience to others.
(c) You will not impair the proper operation of our network or other users.
(d) You will not try to harm the Service or Software in any way whatsoever.
(e) You will not copy, or distribute the Software or other content without our prior written authorization or permission.
(f) You will only use the Software and Service for your own use and will not resell it to a third party.
(g) You will keep secure and confidential your account password or any identification we provide you for accessing the Service.
(h) You will provide us with whatever proof of identity we may reasonably request.
(i) You will only use a wireless access point (AP) which you are authorized to use.
(j) You are aware that when requesting transportation services, standard messaging charges may apply.
3. License Grant & Restrictions
We hereby grant you a non-exclusive, non-transferable, personal right to use the Software and Service, solely for your own personal, non-commercial purposes,
subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by us and our licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service
or the Software in any way; (ii) modify or make derivative works based upon the Service or the Software; (iii) create Internet "links" to the Service or "frame" or
"mirror" any Software on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Software in order to (a) build a competitive product
or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Software, or (c) copy any ideas, features, functions or graphics
of the Service or Software, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers,
bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service
You may use the Software and Service only for your personal, non-commercial purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in
violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to
children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files,
scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; or (v) attempt to gain
unauthorized access to the Software or Service or its related systems or networks.
4. Payment terms
You are responsible for all charges incurred and/or agreed to pay for the use of the Services through the payment methods provided by the Company and any service rendered by a
third party upon completion of your ride.
Any Fees which we may charge you for the Software or Service are due immediately and are non-refundable (“Fees”). This no refund policy shall apply at all times regardless of
your decision to terminate your usage, our decision to terminate your usage, disruption caused to our Software or Service either planned, accidental or intentional, or any
The Company, at its sole discretion, makes promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you,
shall have no bearing whatsoever on your offer or contract. The Company may change the fees for our Service or Software as we deem necessary for our business.
5. Intellectual Property Ownership
We alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Service
and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software or the Service. This
Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software or the Service, or any intellectual property rights owned by the Company.
Our name, logo, and the product names associated with the Software and Service are trademarks of the Company or third parties, and no right or license is granted to use them.
You will only receive messages from the Company if you make a pickup request. If you change your mobile phone service provider the service may be deactivated and you will need to
re-enroll in the notification service. Message and data rates may apply. We reserves the right to cancel the notification service at any time; you may cancel (opt-out) the service
by changing your account settings.
7. Third Party Interactions
During use of the Software and Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers,
advertisers or sponsors showing their goods and/or services through the Software or Service. Any such activity, and any terms, conditions, warranties or representations associated
with such activity, is solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence,
purchase, transaction or promotion between you and any such third-party. The Company provides the Software and Service to you pursuant to the terms and conditions of this Agreement. You
recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access
to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.
8. Driver Representations
By using the Service, a Driver represents, warrants and agrees that:
Such Driver is at least 21 years of age.
Such Driver possesses a valid driver’s license and is authorized to operate a motor vehicle and has all appropriate licenses, approvals and authority to provide transportation to
third parties in all jurisdictions in which such Driver uses the Services.
Such Driver owns, or has the legal right to operate, the vehicle such Driver uses when accepting Riders, and such vehicle is in good operating condition and meets the industry safety
standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind.
Such Driver is named or scheduled on the insurance policy covering the vehicle such Driver uses when accepting Riders.
Such Driver has a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) for the operation of such Driver’s vehicle to cover any
anticipated losses related to such Driver’s provision of rides to Riders.
Such Driver will be solely responsible for any and all liability which results from or is alleged as a result of the operation of the vehicle such Driver uses to transport Riders,
including, but not limited to personal injuries, death and property damages.
In the event of a motor vehicle accident such Driver will be solely responsible for compliance with any applicable statutory or department of motor vehicles requirements, and for all
necessary contacts with such Driver’s insurance carrier.
Such Driver will obey all local laws related to the matters set forth herein, and will be solely responsible for any violations of such local laws.
Such Driver will not make any misrepresentation regarding GetRide, the Services or such Driver’s status as a Driver, offer or provide transportation service for profit, as a public
carrier or taxi service, charge for rides or otherwise seek non-voluntary compensation from Riders, or engage in any other activity in a manner that is inconsistent with such Driver’s
obligations under this Agreement.
9. Restricted Activities
You agree that You will use the Services in a manner consistent with any and all applicable laws and regulations. We reserve the right, but are not obligated to investigate and terminate
Your participation in the GetRide if You have misused the GetRide or the Services, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal
With respect to Your participation on the GetRide or through the Services, You agree that You will not:
a. Impersonate any person or entity;
b. "Stalk" or otherwise harass any person;
c. Express or imply that any statements You make are endorsed by Us, without Our specific prior written consent;
d. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the
navigational structure or presentation of the Services or its contents;
e. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
f. remove any copyright, trademark or other proprietary rights notices contained in the Service;
g. interfere with or disrupt the Services or the GetRide or the servers or networks connected to the Services or the GetRide;
h. post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any
computer software or hardware or telecommunications equipment;
i. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service;
j. "frame" or "mirror" any part of the Service, without Our prior written authorization or use meta tags or code or other devices containing any reference to Us or the Services or the GetRide in
order to direct any person to any other web site for any purpose; or
k. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or any software used on or for the Services or cause others to do so.
You further agree that Your Information and Your interactions on the GetRide shall not:
l. be false, inaccurate or misleading (directly or by omission or failure to update information);
m. infringe any third party's rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
n. violate any law, statute, ordinance or regulation;
o. be defamatory, trade libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material;
p. contain any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language;
q. include in Your Information any telephone numbers, street addresses, last names, URL's or E-mail addresses other than where explicitly asked for it in the Your registration and profile section;
r. contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or
expropriate any system, data or personal information;
s. create liability for Us or cause Us to become subject to regulation as a transportation carrier or provider of taxi service; or
t. link directly or indirectly to any other web sites. You further agree that You will not transfer, use, or sell Your GetRide account and/or ID to any another party. We reserve the right, but We have
no obligation, to reject any Participant that does not comply with these prohibitions.
10. Intellectual Property.
All intellectual property rights on the GetRide and in the Services shall be owned by Us absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design
rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the
same. All other trademarks, logos, service marks, company or product names set forth in the GetRide are the property of their respective owners. You acknowledge and agree that any questions, comments,
suggestions, ideas, feedback or other information about the GetRide or the Services ("Submissions"), provided by You to Us are non-confidential and shall become the sole property of GetRide. GetRide shall
own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without
acknowledgment or compensation to You
By entering into this Agreement and using the Software or Service, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party's parent organizations, subsidiaries,
affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs)
arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any
third party, including providers of transportation services arranged via the Service or Software, or (c) your use or misuse of the Software or Service.
12. Disclaimer of Warranties
THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR SOFTWARE. THE COMPANY DOES NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE OR SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE
SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND SOFTWARE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY
SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICE OR SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE AND SERVICE, AND ANY
THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Internet or Mobile/Wireless Network Delays or Interruptions
THE COMPANY'S SERVICE AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, DOWNTIME, OUTAGE, LOSS OF DATA, INTERRUPTIONS AND OTHER PROBLEMS INHERENT OR ASSOCIATED WITH THE USE OF THE INTERNET, WIRELESS
NETWORK, MOBILE NETWORK AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14. Limitation of Liability
IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO
EVENT SHALL THE COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY,
LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED
TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR SOFTWARE, ANY RELIANCE PLACED BY YOU
ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING
APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICE OR SOFTWARE, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY HAS NO RESPONSIBILITY WHATSOEVER FOR THE ACTIONS OR CONDUCT OF DRIVERS OR RIDERS. COMPANY HAS NO OBLIGATION TO INTERVENE IN OR BE INVOLVED IN ANY WAY IN DISPUTES THAT MAY ARISE BETWEEN DRIVERS, RIDERS,
OR THIRD PARTIES. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING PROVIDING OR ACCEPTING TRANSPORTATION REST SOLELY WITH YOU. IT IS EACH RIDER AND DRIVER’S RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN
ALL ACTIONS AND INTERACTIONS WITH ANY PARTY THEY MAY INTERACT WITH THROUGH USE OF THE SERVICES. COMPANY MAY BUT HAS NO RESPONSIBILITY TO SCREEN OR OTHERWISE EVALUATE POTENTIAL RIDERS OR USERS. USERS UNDERSTAND
AND ACCEPT THAT COMPANY HAS NO CONTROL OVER THE IDENTITY OR ACTIONS OF THE RIDERS AND DRIVERS, AND COMPANY REQUESTS THAT USERS EXERCISE CAUTION AND GOOD JUDGMENT WHEN USING THE SERVICES. DRIVERS AND RIDERS USE
THE SERVICES AT THEIR OWN RISK.
WE MAY SHARE YOUR INFORMATION TO THIRD PARTY GROUND TRANSPORTATION PROVIDERS TO ENABLE TRANSACTIONS. THE COMPANY WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS.
WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR
USE OF THE SOFTWARE OR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SOFTWARE OR SERVICE.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR."
THE SERVICE LEVEL QUALITY OF THE GROUND TRANSPORTATION SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE OR SOFTWARE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH
TRANSPORTATION SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SOFTWARE AND THE SERVICE, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE
OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SOFTWARE AND THE SERVICE AT YOUR OWN RISK.
The Company may give notice by means of a general notice on the Service, electronic mail to your email address on record in the Company's account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or
pre-paid post) or 12 hours after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: letter sent by
confirmed facsimile to the Company at the following fax numbers (whichever is appropriate): 702-548-7129; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to
the Company at the following addresses (whichever is appropriate): 268 W 44th ST – 4th fl, New York, NY 10036, addressed to the attention of: President/Chief Operations Officer.
This Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company to (i) a parent or subsidiary, (ii) an acquirer of assets,
or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
18. Forum Selection, Wavier, and Entire Agreement
This Agreement shall be governed by New York law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in
connection with this Agreement or the Service or Software shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of New York. No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Service or Software. If any provision of the Agreement is held to be
invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement
shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement, comprises the entire agreement between you and the Company and supersedes all
prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
19. No Agency You and GetRide are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
20. Arbitration Agreement, Jury Trial Waiver, Class Action Waiver.
All controversies, disputes, demands, counts, claims, or causes of action between you and the Company arising out of, under, or related to this Agreement or our privacy practices (including any action we take or
authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.
a. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving
commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Agreement, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s
Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
b. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL
ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as
any court order and are subject to VERY LIMITED REVIEW BY A COURT.
c. You and the Company must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if
the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a
telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and the Company, and if the parties cannot agree on a
location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent
circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR THE COMPANY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING,
(vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, the Company will pay as much of your filing and hearing fees in connection
with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (vii) the Company also reserves the right in its sole and
exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator
(including any finding of fact and/or conclusion of law) against either you or the Company shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be
collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/the Company’s customer; and (x) each side pays its own attorneys’ fees and expenses
unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses.
d. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement
or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not
have personal jurisdiction in the dispute) in the courts located in the New York City, New York. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before
such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver
of the right to arbitrate.
e. With the exception of subparts (iv) and (v) in the paragraph c. above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable
or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid,
unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (iv) or (v) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision
shall be null and void, and neither you nor the Company shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the
dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and the Company shall be exclusively brought in the state or federal courts specified in subsection “(d)” above.
f. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
21. Your Authorization
You authorize us to act as your agent for the limited purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer
to settle the proceeds of each transaction that you authorize, less any applicable Fees (“Proceeds”). Your authorizations will remain in full force and effect until your 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
or Reserve withheld or applied. This authorization also permits us to debit any of your linked bank accounts at any time for the purposes specified. You also agree to be bound by any applicable rules of the
National Automated Clearing House Association.
22. 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 account for the difference. If the error results in your
receipt of more funds than you were entitled, Company will debit the extra funds from your 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.
23. Account Registration for Payment Services
You must open an 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 Company Account.
24. Underwriting and Identity Verification
Company will review the information you submit while signing up for an account. You authorize Company to request identity verifying information about you, including a consumer report that contains your name and
address. Company may periodically obtain additional reports to determine whether you continue to meet the requirements for an account. You permit Company to share information about you and your application
(including whether you are approved or declined), and your account with your bank or other financial institution, or as otherwise specified. Company or its processor and/or acquiring bank may conclude that
you will not be permitted to use account.
25. Requests for Additional Information and Inspection
Company may request additional information from you at any time. For example, Company 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. Company may also ask for permission to inspect your business location. If you refuse any of these requests, your account may be suspended or terminated.
26. Access to Proceeds
We will settle Proceeds to your verified bank account or third party partner. If Company is not able to debit or credit the bank account you link to your account, that bank account will be de-linked from your
account. If you do not have an ACH-enabled bank account linked to your account, you may go to a third party redeemer to get paid.
27. 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 this Agreement, 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 Agreement 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.
28. 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.
29. Account History
When a payment is made to your Account, we will update your account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt.
Summaries of your 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 account and your use of the Services, and (b) reconciling all transactional information that is
associated with your account. If you believe that there is an error or unauthorized transaction activity is associated with your account, you must contact us immediately.
30. 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 accounts or in a separate reserve account (a “Reserve”)
to secure the performance of your obligations under any agreement between you and Company. 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 Company. The Reserve may be raised, reduced or removed at any time by Company, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Company’s favor, or otherwise as Company 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 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 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.
31. Account Balances
While you have funds in your account (your “Balance”), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the
benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our
creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Services, you irrevocably
assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.
32. 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 Company (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 account or any connected account (as well as set off against any Balance in any connected 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
33. Dormant Accounts
If you do not process payments through your 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, Company will provide you with notice as required by applicable law and instructions for how to deposit your Balance. If funds still remain in your account, Company will escheat such funds as
required by applicable law or, as permitted, to Company.
34. Your Liability for Chargebacks
There may be times when your 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 accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by 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.
35. 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 or assessed by
our processor from your accounts (including any Reserve), any proceeds due to you, or any bank account or other payment instrument linked to any of your accounts. If you have pending Chargebacks, we may delay
payouts your 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.
36. Excessive Chargebacks
If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your 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 Services.
37. Contesting Chargebacks
You will assist us when requested, at your expense, to investigate any of your transactions processed through the 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 account. If a Chargeback dispute is not resolved in your favor by the processor 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
38. 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 Company, or that it exposes you, your customers, our processors or Company to harm. Harm includes fraud and other criminal acts. If we suspect that your account has been used
for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your account, and any of your transactions with law enforcement and, as deemed necessary by Company,
our payment processing and financial institution partners.
39. Applicable Network Rules
By using the 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. Company
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 this Agreement, and except as otherwise agreed between Company and the Network, the Network Rule
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 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. Company specifically disclaims any liability for Taxes. If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii)
more than 200 payments, Company will be required by law to report information about you and your use of the Payment 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 Company Account, including the applicable social security number (“SSN”) or entity identification
41. 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. Company 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.
42. 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 Company or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and
43. Failure to Comply with Network Rules or Security Standards
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 Company. You will
indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.
You will request that your customer personally sign for all transactions greater than $25 when your customer is present. You must make a written receipt available to your customers for any transaction greater
than $15. You may give your customers the option to receive or decline a written receipt.
45. 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 account, payment, card processing, debiting or crediting.
46. Refunds and Returns
By accepting transactions through the Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your account in accordance with this Agreement 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 account up to one hundred and twenty (120) days from
the day you accepted the payment. Company has no obligation to accept any returns of any of your goods or services on your behalf.
47. Termination of Services
Company may Terminate (“Terminate”) your use of the 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 this Agreement
48. Payment Services Upon Closure of Your Account
Closure of your Company 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 this Agreement. If an investigation is pending at the time you close your 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.