Welcome to Fairwaypay eChecks!
Thank you for using the Fairwaypay eChecks ("eChecks") products and services ("Services"). By using the Services through our Website or Mobile App, you agree to the following terms ("Terms"). Please read them carefully and save a copy for your records.
1. HOW TO CONTACT US
If you have questions about our eChecks service, you may contact us at:
Telephone: (833)321-7929 M-F 9AM-5PM EST, excluding federal holidays
Mailing Address: 111 S. Walnut Street, Fenton, MI 48430 Attn: eChecks
You should contact us immediately at the telephone number above if you become aware of any unauthorized or incorrect eCheck transaction.
2. SCOPE OF TERMS
2.1. As used herein, "Fairwaypay", "we", "us", "our" refers to Fairwaypay and its affiliates, representatives and service providers. "You" or "your" refers to the person using the Services, whether as a Sender or Receiver, individually or on behalf of any business entity you are representing, if any. "eCheck" refers to a check payment initiated by a Sender and electronically delivered to a designated Receiver for printing and deposit. "Bank" means the banking institution holding a Senders enrolled Checking Account(s). "Checking Account" means any U.S.-based checking account designated and owned by the Sender or the business entity Sender is representing that has been verified by us. "Receiver" has the meaning set forth in Section 4 below. "Sender" has the meaning set forth in Section 5 below.
2.2. These Terms govern the availability and use of the Services. The Services are offered only to residents of the United States who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not offered to minors. Your use of the Services is governed by the Terms contained herein and the following, which are considered part of these Terms: (i) any other terms, conditions or instructions appearing or presented on a screen when enrolling for, accessing, or using any of the Services; (ii) our rules, procedures and policies, as amended from time to time, that apply to any of the Services; and (iii) state and federal laws and regulations, as applicable. Each Checking Account a Sender enrolls in connection with the Services will also continue to be subject to any other terms and conditions provided by Senders Bank, and Sender agrees to be bound by and comply with such other terms and conditions.
2.3. UNLESS OTHERWISE SPECIFIED, THESE TERMS SHALL APPLY WHETHER YOU ARE USING THE SERVICE AS A SENDER OR RECEIVER.
3. FEES FOR USING SERVICE
3.1. FEES PAYABLE BY SENDER. Applicable fees for using the Services to send eChecks will be disclosed to you when you enroll for the Services as a Sender. Any applicable fees will be charged regardless of whether the Services were used by Sender, except for fees that are specifically use-based. There may be a charge for additional transactions and other optional services. Sender agrees to pay such charges via an eCheck made payable to us pursuant to our instructions. Any fees associated with Senders Checking Accounts will continue to apply. Sender is responsible for any and all telephone access fees and/or Internet service fees that may be assessed by Senders telephone and/or Internet service provider while using the Service.
3.2. FEES PAYABLE BY RECEIVERS. Fairwaypay does not currently assess any fees to Receivers of eChecks who utilize the standard eCheck print option. However, if we make available and a Receiver elects to use an alternative funding option to receive payment on an eCheck, fees may apply depending on which funding option the Receiver selects. Such fees will be disclosed at the time such alternative funding option, if any, is presented to the Receiver. Receiver is responsible for any and all telephone access fees and/or Internet service fees that may be assessed by Receivers telephone and/or Internet service provider while using the Service.
4. TERMS APPLICABLE TO eCHECK SENDERS
The following terms apply if you use the Service to send a payment via eCheck (a "Sender"):
4.1. You may use the Services to send eChecks to Receivers, as permitted by normal operation of the Website or the Mobile App, to be drawn against your eligible Checking Accounts. eChecks must be drawn on financial institutions located in the United States and must be payable in U.S. Dollars to Receivers in the United States. To send an eCheck, you will need to provide the Receivers name and email address. You agree that you are responsible for complying with all applicable laws related to your use of the Services, regardless of the purpose of the use.
4.2. Currently, our Service may be used solely by businesses to send eChecks to other businesses or consumers. By using the Service to send eChecks, you represent and warrant to us that the Services will be used solely for business purposes.
4.3. You will need an eCheck Sender Account to create and send eChecks using the Services. You will be asked to create a eCheck Sender Account as part of your enrollment for the Services as a Sender. An "eCheck Sender Account" is a notional account maintained for recordkeeping purposes only and cannot be used to store or maintain any funds. The eCheck Sender Account allows Senders to send eChecks, void eChecks, view and export eCheck remittance information, and review the status and history of their eChecks. You may create your own eCheck Sender Account, or it may be assigned to you by an Administrator acting on behalf of a Sender. If you are using a eCheck Sender Account assigned to you by an Administrator, your Administrator may be able to access or disable your eCheck Sender Account. You are responsible for maintaining the confidentiality of your username and password for your eCheck Sender Account. It is advisable to change your password regularly (by following the instructions on our Website) in order to reduce the risk of a security breach. We cannot and will not be held responsible for the use, misuse, or disclosure by you to others of your username, password or eCheck Sender Account. You must immediately tell us if you discover your user name, password or other means to access your eCheck Sender Account has been lost or stolen so that we can disable your eCheck Sender Account. If you learn of any unauthorized use of your username, password or eCheck Sender Account, change the password on your eCheck Sender Account and contact us immediately at the phone number above. You agree that it is your sole responsibility to ensure that the contact information in your eCheck Sender Account is current and accurate at all times. This includes, but is not limited to, name, address, phone numbers, checking account information and email addresses. Changes can be made either within our Website or by contacting us at the phone number above. All changes made are effective immediately. We are not responsible for any transfer processing errors or fees incurred if you do not provide accurate bank account or contact information.
4.4. When you initiate an eCheck as part of your use of the Services, you are also inherently granting all rights and licenses necessary for the Receiver (or its designated representative) to act as your agent for purposes of continuing the processing of the initiated eCheck and for the Receiver (or its designated representative) to print a physical representation of the eCheck (i.e., a paper check) on your behalf.
4.5. You understand and agree that each initiated eCheck is registered with a fraud prevention component of the Services. This fraud prevention component allows any party with an internet connection to verify data on the initiated eCheck. Fairwaypay does not publish any information about your eCheck, only whether data supplied by a verifying party pertains to an eCheck registered with us.
4.6. You may request to void an eCheck through the Website or the Mobile App provided the eCheck has not already been retrieved by the Receiver. Although we will make every effort to accommodate a void request, we will have no liability for failing to do so. We may not have a reasonable opportunity to act on any void request prior to the eCheck being retrieved. To stop payment on an eCheck that has already been retrieved by the Receiver, you must either contact the Receiver of the eCheck directly and request that they return or destroy all representations of the initiated eCheck in their possession, or, to the extent that the Receiver has already presented the eCheck to a banking institution for settlement, you should institute a standard stop payment order with your Bank. You should also contact us by telephone so that we can attempt to designate all attempts to verify this eCheck as invalid. You are responsible for all charges from your Bank connected with initiated eChecks or attempts to stop payment on an eCheck.
4.7. You should check your transaction history for your Checking Accounts and eCheck Sender Accounts regularly. If your transaction history shows an eCheck that you did not authorize, you must tell us and your Bank at once. Except as otherwise described in these Terms, we are not liable for any damages or loss arising from someone accessing your eCheck Sender Account or Checking Accounts through the Services without your permission.
4.8. In using the Services, you are initiating a check-based payment from your Checking Account. Before making a payment, you must ensure sufficient funds are available in your Checking Account. If we are unable to complete an initiated eCheck for any reason associated with your designated Checking Account (for example, there are insufficient funds in your Checking Account to cover the eCheck), the eCheck may not be processed. You are responsible for all returned item charges, overdraft charges and other bank fees imposed by the Bank holding your Checking Accounts associated with any eChecks initiated on your behalf using our Services.
4.9. The eChecks you initiate are dependent upon several things, including the accuracy of your Checking Account information and the accuracy of the Receiver information. You must ensure that the payment details you enter for each eCheck are correct and complete. We will not be responsible for any errors in the information that you provide to us. You are solely responsible for the accuracy of the information you provide in connection with eChecks you initiate with the Services.
4.10. We reserve the right to refuse to initiate any eCheck that you may request using the Services for any reason, at our sole discretion. We will notify you promptly if we decide to refuse to continue initiation of an eCheck through the Services. This notification is not required if you attempt to make a prohibited transfer under these Terms.
4.11. You represent and warrant that: (1) no intended recipients of eChecks initiated by you are or will be located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a "terrorist supporting" country; (2) your intended recipients of eChecks initiated by you are not listed on any U.S. Government list of prohibited or restricted parties; (3) you own all right, title and interest in and to, or have permission to use, all trademarks, service marks or logos or other intellectual property or proprietary rights that you may upload as part of your use of the Service; and (4) your use of the Service will not damage or disrupt any application or service provided under these Terms, including but not limited to: the introduction of any viruses, Trojans, time-bombs, spyware and other devices.
4.12. If you are using our Services on behalf of a business entity, the individual that enrolls initially for our Services on behalf of the business entity ("Administrator") will have administrative authority to designate other authorized users to access the Services on behalf of the business entity (each an "Authorized User"). For each Authorized User, the Administrator may assign access privileges transactional or inquiry only - for each Checking Account associated with the eCheck Sender Account established by the Administrator. If an Authorized User is provided transactional authority to initiate eCheck transactions, we shall be authorized to act upon and shall not be liable for any such transaction instructions. The Administrator may add or delete Authorized Users of the Services or modify access privileges for Authorized Users at any time through the Administrators eCheck Sender Account. Such requests will not take effect until we have had a reasonable period of time to act upon such requests. If you permit another person to access the Services, we will treat this as if you have authorized such use, and you will be liable for all transactions and fees incurred by such use.
4.13. Fairwaypay offers Senders access to plugins for QuickBooks, Microsoft Excel, and Microsoft Dynamic GP (together with Microsoft Excel, the "Microsoft Software", and together with QuickBooks, "Accounting Software"), which allow Senders to automatically add eCheck transaction information into their Accounting Software. Use of any such plugin shall be subject to any additional terms presented to you at the time you request to download such plugin.
5. TERMS APPLICABLE TO eCHECK RECEIVERS
The following terms apply if you use the Services to receive a payment via eCheck (a "Receiver").
5.1. As a Receiver of an eCheck, you agree that you will print the eCheck in conformance with any check printing instructions we provide to you. We recommend printing your eCheck in black or white ink using a standard laser copier and white laser paper.
You agree to present the eCheck only once for payment. You agree and acknowledge that multiple presentments of an eCheck constitutes fraud and you agree to refrain from any such activity. You agree to not alter or conceal any portion of the eCheck item you receive, including any comments, coding, instructions or disclaimers accompanying your eCheck. These instructions can include, but are not limited to, a disclaimer regarding your authorization as the Receiver to act as the Senders agent for purposes of printing any physical representation of the eCheck.
5.2. As a Receiver of an eCheck, you will be provided the option of establishing an eCheck Receiver Account. In some cases, depending on the type of eCheck payment or funding options made available to you, you may be required to establish an eCheck Receiver Account to retrieve your eCheck and view accompanying remittance information. We will notify you of this requirement, if applicable. An eCheck Receiver Account will automatically be established for all Senders of eChecks upon completion of the Senders enrollment for the Services. An "eCheck Receiver Account" is a notional account maintained for recordkeeping purposes only and cannot be used to store or maintain any funds. The eCheck Receiver Account allows Receivers to review and download the status and history of their eChecks and accompanying remittance information and take action to retrieve their eChecks. You may create your own eCheck Receiver Account, or it may be assigned to you by an Administrator acting on behalf of a Receiver. If you are using an eCheck Receiver Account assigned to you by an Administrator, your Administrator may be able to access or disable your eCheck Receiver Account. You are responsible for maintaining the confidentiality of your username and password for your eCheck Receiver Account. It is advisable to change your password regularly (by following the instructions on our Website) in order to reduce the risk of a security breach. We cannot and will not be held responsible for the use, misuse, or disclosure by you to others of your username, password or eCheck Receiver Account. You must immediately tell us if you discover your user name, password, or other means to access your eCheck Receiver Account has been lost or stolen so that we can disable your eCheck Receiver Account. If you learn of any unauthorized use of your username, password, or eCheck Receiver Account, change the password on your eCheck Receiver Account and contact us immediately at the phone number above. You agree that it is your sole responsibility to ensure that the contact information in your eCheck Receiver Account is current and accurate at all times. This includes, but is not limited to, name, address, phone numbers, checking account information, and email addresses. Changes can be made within our Website. All changes made are effective immediately.
6. ECHECK MOBILE APPLICATION
6.1. For purposes of these Terms, "Mobile App" means the Fairwaypay eCheck mobile application that we provide, and that you can download, enabling you to access the Services through your Mobile Device. The Mobile App can be downloaded from the App Store or Google Play Store. "Mobile Device" means a cellular telephone or similar wireless communication device, including, but not limited to, a tablet or similar device, onto which you have downloaded our Mobile App.
6.2. Our Mobile App is offered as a convenient and supplemental means of accessing the Services. Our Mobile App may be used only by those individuals and entities who have enrolled for our Services. Many, but not all, of the Services available through our Website will be available through the Mobile App. Such Services when accessed through our Mobile App will be subject to the same terms and limitations described in these Terms. You may determine which Services are available through our Mobile App at any time by logging into the Mobile App.
6.3. When you download our Mobile App, we grant you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to use the Mobile App for solely for the purposes of accessing the Services. Your access to the Mobile App may be terminated without warning if we believe, in our sole discretion, that you have violated any of the terms of these Terms. As a condition to using the Mobile App, you consent to receiving text messages and Mobile App notifications on your Mobile Device from us related to your use of the Services. If at any time you revoke this consent, we may suspend or cancel your ability to use the Mobile App.
6.4. The Services can be accessed through the Mobile App using the same security credentials (username and password) as your eCheck Sender Account or eCheck Receiver Account, as applicable. We do not specifically warrant that our Mobile App will be available at all times. During times when our Mobile App is not available, you may be able to obtain information about or use the Services by visiting our Website or calling us at the telephone number above. We do not guarantee functionality of Mobile App (or any specific software that we provide with respect to Mobile App) on all Mobile Devices, on all communication networks, in all geographic regions, or at all times. We may elect to modify, expand or discontinue the Mobile App (or any of the Services that we provide, from time to time, through Mobile App) at any time without notice to you except as required by law. We make no representation that any content or use of the Mobile App is available for use in locations outside of the United States. Accessing the Mobile App from locations outside of the United States is at your own risk. By using these services when they become available, you agree to be bound by the rules that will be made available to you concerning these services. We reserve the right to refuse to make any transaction you request through the Mobile App.
6.5. You understand you must, and hereby agree, at your sole cost and expense, to use a Mobile Device that meets all technical requirements for the proper delivery of Mobile App services and that fulfills your obligation to obtain and maintain secure access to the Services. You understand and agree you may also incur, and shall pay, any and all expenses related to the use of your Mobile Device, including, but not limited to, wireless carrier service or Internet service charges. We are not responsible for, and you hereby release us from, any and all claims or damages resulting from, or related to, any computer virus or related problems that may be associated with using your Mobile Device, electronic mail, or the Internet. We are not responsible for, and you hereby release us from, any and all claims or damages resulting from, or related to, defects in or malfunctions of your Mobile Device, or failures of or interruptions in any electrical, wireless carrier, or Internet services.
6.6. You must install any and all software updates to continue to use the Mobile App. You may not: (i) republish, redistribute, re-transmit, reverse engineer, or decompile the Mobile App; (ii) copy or store the Mobile App other than for your use in accordance with these Terms; or (iv) attempt to circumvent security or interfere with the proper working of the Mobile App or any servers for which it communicates. All intellectual property rights including all patents, trade secrets, copyrights, trademarks, and moral rights in the Mobile App (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. We reserve all rights not expressly granted to you.
7. USING THE SERVICES
7.1. Your enrollment in, or use of the Services may not be fulfilled if we cannot verify your identity or other necessary information.
7.2. You may use the Services only in accordance with these Terms and as permitted by law, including applicable export and re-export control laws and regulations.
7.3. It is your responsibility to determine what, if any, taxes apply to eChecks you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your eChecks or for collecting, reporting or remitting any taxes arising from your eChecks.
7.4. If you are using the Services on behalf of a business, you represent that you are authorized to bind the business on its behalf, and that the business accepts and agrees to be bound by these Terms.
8. THIRD PRODUCTS
8.1. Third-Party Products. Through our Website or Mobile App, we may offer information, software, commentary, tools, products or services supplied by companies not affiliated with us ("Third Party Products"). We dont own any interest in, edit, review or endorse any Third-Party Products. You agree that we make no warranties and shall have no liability as to any Third-Party Products you review, download or otherwise use in connection with our Services.
9. WARRANTIES AND DISCLAIMERS
9.1. Fairwaypay makes no representation or warranty with respect uptime or availability of the Services. Internet and wireless connections can fail, power outages can happen, and your access to the Services may be interrupted through no fault of Fairwaypay or through our regular updates and maintenance of the Services. Fairwaypay is not responsible for any loss or damage as a result of your inability to access or use the Services.
9.2. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER FAIRWAYPAY, NOR ITS SUPPLIERS, DISTRIBUTORS OR ANY THIRD PARTIES MAKE ANY SPECIFIC WARRANTIES ABOUT THE SERVICES, EXPRESS, IMPLIED OR STATUTORY, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED. WE PROVIDE THE SERVICES "AS IS".
10. INDEMNIFICATION AND RELEASE
10.1. You agree to defend, indemnify and hold harmless Fairwaypay and our affiliates, service providers and each such partys respective officers, directors, agents, employees, representatives, and contractors, from any loss, damage, claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of these Terms and/or your use of the Service.
10.2. If you have a dispute with one or more other users of the Services or your Bank, you release us and our affiliates and service providers and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
11.1. Except as otherwise described herein, Fairwaypay and its subsidiaries, affiliates and agents and its and their officers, directors, employees, agents, partners and licensors will not be liable to you for any special, indirect, incidental, consequential, punitive, reliance or exemplary damages, or any other losses or liability resulting from or related to the Services, even if advised of the possibility of such damages.
11.2. Fairwaypay's liability and your exclusive remedy related to non-performance of any Service shall be: (i) for Fairwaypay to re-perform, repair, or replace the Service, or (ii) where reperformance, repair, or replacement is not practicable, the total liability of Fairwaypay and its suppliers and distributors shall be limited to your actual documented damages not to exceed the fees paid by you for the non-performing Services.
11.3. We shall not be liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder that are beyond our reasonable control or the control of the intermediary affected.
11.4. Nothing in these Terms shall operate to exclude liability for any statutory liability that cannot be excluded or amended by agreement between the parties.
13. INTELLECTUAL PROPERTY
13.1. Using the Services does not give you ownership of any intellectual property rights in the Services. You may not use content from the Services unless you obtain permission from its owner or are otherwise permitted by law. These Terms do not grant you the right to use in any way any of our trademarks, trade dress, branding, images, graphics, copyrights or logos used in the Services. Do not remove, obscure, or alter any legal notices displayed in or along with the Services.
13.2. All marks and logos related to Fairwaypay, LLC, Fairwaypay eCheck, and the Services, are either trademarks or registered trademarks of us or our licensors. In addition, all page headers, custom graphics, and scripts are our service marks, trademarks, and/or trade dress, and some information on this site may be our protected copyrights. You may not copy, imitate, or use any of the above without our prior written consent, which we may withhold in our sole discretion, and you may not use them in a manner that is disparaging to us or the Services or display them in any manner that implies our sponsorship or endorsement.
13.3. All right, title and interest in and to the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is our exclusive property. Moreover, any suggestions, ideas, notes, drawings, concepts, or other information you may send to us through or regarding the Services shall be considered an uncompensated contribution of intellectual property to us, shall also be deemed our exclusive intellectual property, and shall not be subject to any obligation of confidentiality on our part. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all "moral rights" in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.
13.4. Fairwaypay gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Fairwaypay as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable law prohibits those restrictions or you have our written permission.
14. PROHIBITED TRANSACTIONS
14.1. You are prohibited from using the Services for activities that: (a) violate any law, statute, ordinance or regulation or these Terms; (b) violate any property or proprietary right of any third party, including any copyright, trademark, or right of publicity or privacy under the laws of any jurisdiction; (c) facilitate any viruses, Trojan horses, worms or other computer programming routines or malicious software that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (d) use any robot, spider, other automatic device, or manual process to monitor or copy the Services; (e) constitute use of any device, software or routine to bypass technology protecting the Services, or interfere or attempt to interfere, with the Services; or (f) may cause us or our service providers to lose any of the services from our Internet service providers, payment processors, or other vendors.
14.2. In no event shall we or our service providers be liable for any claims or damages resulting from or related to your violation of the acceptable uses of the Services or these Terms. We and our service providers reserve the right to monitor and remove any comments you post or submit through the Services, in our discretion.
14.3. You also acknowledge that the Services may be subject to U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable US and foreign laws and any destination restrictions imposed by U.S. and foreign governments.
15. MODIFICATION, TERMINATION AND SUSPENSION
15.1. We are constantly changing and improving the Services. We may add or remove functionalities or features, and we may suspend or stop some or all of the Services altogether without notice to you except when required by law.
15.2. We may modify these Terms at any time in our sole discretion without prior notice to you except when required by law. You should look at the terms published on our Website regularly, where we will post notice of modifications to these Terms. If you do not agree to the modified terms for the Services, you should discontinue your use of the Services. Your continued use of the Services after any changes to these Terms shall constitute your consent to such changes.
15.3. You can terminate or ceasing using the Services at any time. If we have reason to believe that you have engaged in any prohibited activities referenced or described in these Terms or have otherwise breached your obligations under these Terms, we may terminate, suspend or limit your access to or use of the Services; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide the Services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate these Terms and/or use of the Services for any reason and at any time. Neither termination nor suspension shall affect your liability or obligations under the Terms.
15.4. If any eChecks initiated by you are still pending at the time the Services are terminated by you or us, such eChecks may still be retrieved and presented by Receivers for settlement against your Checking Account. See Section 4.6 above on how to void or stop payment on pending eChecks.
15.5 These Terms of Service remain in effect until canceled by either party, as provided herein (the "Term"). Fairwaypay may cancel these Terms of Service or any aspect of the Service at any time upon ten (10) days advance notice for any reason. Fairwaypay may cancel these Terms of Service with You or any aspect of the Service provided to You immediately if You breach any obligations required of You in these Terms of Service, or any of the documents described herein.
You may cancel or terminate Your account and use of the Service at any time, in which case, You must cease using the Service. Cancellation or termination of Your enrollment or account must be made in writing and/or sent via email to Fairwaypay at firstname.lastname@example.org. Notwithstanding the foregoing, cancellation of the Invoice Service and/or Payment Service may require Your completion of certain forms designated by the applicable payment processor(s).
16. HOW WE COMMUNICATE; NOTICES
16.1. If you provide us with your mobile phone number, you expressly agree that you are providing this phone number for us or any third party acting on our behalf to contact you at this number. You agree that we may use this number to contact you for any business purpose about the Services and you agree to be responsible for any fees or charges you incur as a result of providing this information. You agree that we may contact you from time to time regarding the Services in any manner we choose unless applicable law says we cannot. For example, we may contact you by mail, telephone, email, fax, recorded message, text message, and by using an automated dialer device. We may monitor or record any conversation or other communication with you.
16.2. You agree that we may provide notice to you by posting it on the Website, sending you an in-product message within the Services, emailing it to an email address that you have provided us, or by mailing it to any postal address that you have provided us. All notices provided by us shall be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) business days after it is mailed.
17.1. No person other than you shall have any rights under these Terms. This Agreement and all the terms and provisions herein shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Agreement shall not be construed to confer any rights or remedies upon any person not a party to this Agreement, whether as a third party beneficiary or otherwise. You may not transfer or assign any rights or obligations you have under this agreement without our prior written consent, which we may withhold in our sole discretion. We reserve the right to transfer or assign this agreement or any right or obligation under this agreement at any time to any party. We may also assign or delegate certain of our rights and responsibilities under these Terms to independent contractors or other third parties. If any part of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law.
17.2. If there is a conflict between these Terms and any other supplemental terms provided to you or displayed on the Website or Mobile App, the supplemental terms will control with respect to any Services specifically described in such terms.
17.3. The laws of the state of Michigan, without regard to its conflict of law provisions, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Oakland County, Michigan, and you and Fairwaypay consent to personal jurisdiction in those courts.
17.4. Fairwaypay shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
You and Fairwaypay agree that any and all disputes, claims or controversies arising out of or related to the use of the Site, the provision of the Service or these Terms of Service, including any claims under any statute or regulation ("Disputes"), shall be submitted for binding arbitration. Unless the parties agree otherwise, any arbitration shall take place in the State of Michigan, County of Oakland, and shall be administered by, and pursuant to the commercial arbitration rules of, the American Arbitration Association.
Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between You and Fairwaypay alone, and is subject to the limitations of liability set forth in these Terms of Service. Disputes brought by either You or Fairwaypay against the other party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by You and Fairwaypay. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph be stricken from these Terms of Service or deemed otherwise unenforceable, then the entire section of these Terms of Service labeled "Arbitration" shall be stricken from these Terms of Service.
The provisions of the section of these Terms of Service labeled "Arbitration" and all arbitration awards duly made in connection therewith may be enforced in a court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made under these Terms of Services shall not be subject to review or appeal except as permitted by applicable law. Any provision of these Terms of Service to the contrary notwithstanding (a) You or Fairwaypay may seek interim relief from a court located in the State of Michigan, County of Oakland to protect such party�s rights or property while arbitration is pending, and (b) Fairwaypay may bypass the aforementioned arbitration process in cases of fraud or other crimes against Fairwaypay, interference with Fairwaypay�s technical operations or violations of Fairwaypay�s rights or property.
19. FORCE MAJEURE
Fairwaypay shall not be responsible for delays, nonperformance, damages, lost profits or other losses caused directly or indirectly by any Act of God, including, without limitation, fires, earthquakes, tornadoes or hurricanes, as well as wars, labor disputes, communication failures, legal constraints, power outages, data transmission loss, data loss, failure or interception, incorrect data transmission or any other event outside the direct control of Fairwaypay.
20. ENTIRE AGREEMENT/SEVERABILITY/WAIVER
These Terms of Service, the documents and policies referenced herein, and any other terms and conditions on the Site, constitute the entire agreement between You and Fairwaypay with respect to the Site and govern Your use of the Site. If any provision(s) of these Terms of Service is found by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of You and Fairwaypay, and the other provisions of these Terms of Service shall remain in full force and effect. Fairwaypay�s failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Fairwaypay in writing. These terms may not be altered, supplemented, or amended by You without the prior written consent of Fairwaypay.
You must send any notices or other communications required or permitted under these Terms of Service to Fairwaypay in writing via email at help@Fairwaypay.com. Fairwaypay may send any notices to You to the most recent e-mail address You have provided to Fairwaypay or, if You have not provided an e-mail address, to any e-mail or postal address that Fairwaypay believes is Your address.