PlaceFull Terms of Service

Effective Date: This version of the Terms became effective on August 6, 2012 and this version amends the version effective prior to such date.

Last updated: January 10, 2019

By using or accessing PlaceFull.com (operated by PlaceFull, Inc. and referred to herein as the "Site") and services, features and content available on, through, or in connection with the Site (together, the "Service"), you acknowledge that you agree to and are subject to the following terms of service (the "Terms") as well as our Privacy Policy, and the Content Guidelines which are part of these Terms and are each incorporated into these Terms by this reference. If you do not fully agree to these Terms, you are not authorized to access or otherwise use the Site or Service. The Terms constitute a legally binding agreement between you and PlaceFull, Inc. ("PlaceFull", "we", "us" or "our"). You are not authorized to use this Site or Service unless you are able to enter into legally binding contracts. Additional terms may apply to other services you may access using the Site.

You can review the most current version of the Terms at any time at http://placefull.com/Help/Index#Terms. You are responsible for regularly reviewing these terms. We reserve the right to change these Terms and policies relating to the Service at any time, effective upon notice. We may give notice by posting an updated version of these Terms on the Site or by any other reasonable means, including sending you notice at the e-mail address associated with your account. If you have an account with PlaceFull you are obligated to keep your e-mail address correct and current by updating it through your account settings, and acknowledge that we may use this method of communication to give you notice. Failure to keep your email address correct and current may result in email not reaching you, but you will still be bound by any changes if you continue to use the Site and Service. By using our Site or Service, you agree that posting of new or revised Terms on the Site will constitute adequate and constructive notice to you of any and all revisions and changes. The updated terms of use are binding on you on the effective date indicated in the updated terms of use. If you do not agree to the updated terms of use, you must terminate your registration with the Service immediately and stop using the Site and Service before the effective date. Your continued use of the Site and Service after the effective date will constitute your acceptance of the updated terms of use.


Contents

PlaceFull Terms of Service

1.PlaceFull is Not a Party to any Transaction

2.Bookings and Financial Terms.

3.Rental Agreement.

4.Property Damage

5.Limited License to Access the Site.

6.Prohibited Uses of the Site.

7.Space Reviews.

8.Proprietary Rights and Downloading of Information from the Site.

9.Your Account Information.

10.Limitations on Communications and Use of Other Users’ Information; No Spam.

11.Responsibility for User-Contributed Content; Translations.

12.Notification of Copyright Infringement.

13.User Submissions.

14.Limitation of Liability.

15.Disclaimers.

16.Release; Indemnification.

17.Governing Law.

18.Binding Arbitration.

19.GENERAL

Additional Terms and Conditions Applicable to Sellers

A.Seller Eligibility; Accuracy of Information; Representations.

B.Content, Layout and Copy.

C.Photographs.

D.Copyright License.

E.Uses of Our Trademarks or Logos.

F.Hypertext Links.

G.No Substitution of Venues; No Sample Venues.

H.Parties to Payment Transactions; Unauthorized Payment Methods.

I.Terms of Trial

J.Legal and Tax Requirements Applicable to Rental Spaces or any Product or Service You Purchase from Us.

K.Termination or Transfer of Listings

L.Insufficient Funds or Failed Transactions

MERCHANT BANKING SERVICES ADDITIONAL TERMS AND CONDITIONS

  1. THE PROPAY MERCHANT SERVICES
    1. THE SERVICES
    2. REQUIRED INFORMATION
    3. VERIFICATION
    4. PROCESSING LIMITS
    5. DATA OWNERSHIP & SHARING DATA WITH PROVIDER PARTNER
    6. INTELLECTUAL PROPERTY RESTRICTIONS
  2. ENSUREBILL AND THREATMETRIX SERVICES
    1. ENSUREBILL
    2. THREATMETRIX
  3. COMPLIANCE WITH RULES AND LAWS
    1. COMPLIANCE WITH RULES
    2. COMPLIANCE WITH LAWS AND POLICIES
    3. THIRD PARTY SERVICE PROVIDERS
    4. PROHIBITED PRACTICES
    5. USE OF TRADEMARKS
  4. ACCEPTING PAYMENT
    1. CARD ACCEPTANCE
    2. REQUEST AT TIME OF PAYMENT
    3. CARD AUTHORIZATION
    4. SALES TRANSMITTALS
    5. RECURRING TRANSACTIONS
    6. ACH PROCESSING
  5. AMERICAN EXPRESS
    1. CUSTOMER SERVICE INFORMATION
    2. THIRD-PARTY BENEFICIARY
    3. AUTHORIZATIONS
    4. AMERICAN EXPRESS ARBITRATION
  6. DISPUTES
    1. YOUR DUTY TO MONITOR
    2. DISPUTES, INQUIRIES, AND CHARGEBACKS
    3. REFUND CREDITS
  7. CONFIDENTIALITY & DATA SECURITY
    1. CONFIDENTIALITY
    2. DATA SECURITY
  8. FEES, TAXES & IRS REPORTING
    1. FEES
    2. DEPOSIT OF FUNDS TO MERCHANT POOL ACCOUNT
    3. ELECTRONIC FUNDS TRANSFER AGREEMENT
    4. RESERVE
    5. ADJUSTMENTS
    6. TAXES & IRS REPORTING
  9. YOUR WARRANTIES & INDEMNIFICATION
    1. REPRESENTATIONS AND WARRANTIES
    2. INDEMNIFICATION
  10. PROPAY’S LIABILITY & DISCLAIMER OF WARRANTIES
    1. LIMITATION OF LIABILITY
    2. DISCLAIMER OF WARRANTIES
  11. SECURITY INTEREST & BANKRUPTCY
  12. GOVERNING LAW, JURISDICTION, WAIVER OF JURY TRIAL
  13. MISCELLANEOUS
    1. AGENCY RELATIONSHIP
    2. FORCE MAJEURE
    3. SEVERABILITY AND WAIVER
    4. RIGHTS AND REMEDIES CUMULATIVE
    5. ENTIRE AGREEMENT
    6. CONSTRUCTION
    7. ASSIGNABILITY
    8. AMENDMENTS
    9. CONSENT TO DO BUSINESS ELECTRONICALLY, ELECTRONIC SIGNATURE, COMMUNICATION, AND NOTICES
    10. TERMINATION


1. PlaceFull is Not a Party to any Transaction

You are solely responsible for your use of this Site and any transaction entered into as a result of such use. We do not own or manage, nor do we contract for, any space or activity listed on the Site. Instead, the Site is a marketplace that allows "Sellers" to advertise spaces or activities to potential "Buyers" (Buyers and Sellers, as well as any other users of the Site, collectively are "users"). We are not involved in any transaction between Buyers and Sellers, although we may from time to time provide tools to enable bookings, such as a tool to enable a Buyer to enter into a transaction to rent a specific space directly from a Seller. As a result, it is solely the user’s responsibility to evaluate any part of an actual or potential transaction between a Buyer and a Seller, including the quality, safety or legality of the space and activities advertised, the truth or accuracy of claims made about the listings (including the content thereof or any user reviews), and the ability of Sellers to offer a space or activity or the ability of Buyers to pay for purchases.

We are not responsible for the condition or quality of the spaces or activities listed on our Site or compliance with laws, rules or regulations that may apply to any space or activity in any jurisdiction.

As part of the Service, PlaceFull provides MyPlaceFull as a service to our users to create and manage listing information and bookings or other purchases on the Site. We are not a party to the relationship between Buyers and Sellers, and we will not be liable for any disputes or claims between Buyers and Sellers, including disputes or claims related to any Agreement or other aspect of the relationship between Buyers and Sellers. Buyers and Sellers will be fully responsible for resolving all disputes and claims and liable for all costs, damages and losses related thereto. Buyer and Seller will, separately, indemnify, defend and hold harmless PlaceFull from and against any claim, damage or loss (including attorneys’ fees) related to or arising from the relationship between Buyer and Seller, including but not limited to any dispute or claim between Buyer and Seller.

We reserve the right to take measures to avoid potentially fraudulent or other illegal activity of which we become aware, and we may terminate any user at our sole discretion, but we assume no liability or obligation to take any such measures or actions. If we provide warnings or messages to users about any fraudulent, illegal or other activity, we do not warrant that such messages are accurate or that such messages will reach any or all users in a timely manner or at all, or that such messages or measures will prevent any harm, result or action.


2. Bookings and Financial Terms.

The Seller, not PlaceFull, is solely responsible for fulfilling any bookings and making available any spaces or activities booked through the Site. When a Buyer chooses to enter into a transaction with a Seller through the Site, the Buyer enters into an agreement with the Seller and accepts any terms, conditions and restrictions associated with the space or activity imposed by the Seller. The Buyer and the Seller are solely responsible for performing the obligations of any such agreements. PlaceFull is not a party to any agreement between the Buyer and Seller, and disclaims all liability arising from or related to any such agreements that are entered into between Buyers and Sellers via the Site or otherwise.

The Seller (and not PlaceFull) determines the amounts due and payable for and related to a booking (the "charges"). A full description of the charges is made available to the Buyer on all listings prior to booking. PlaceFull will collect the full amount of the charges on behalf of the Seller at the time of booking.

In connection with your booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to PlaceFull or its third party payment processor. You agree to pay PlaceFull for any bookings made in connection with your account in accordance with these terms and you hereby authorize the collection of such amounts on behalf of the Seller, either directly by PlaceFull or indirectly, via a third party online payment processor. If you are directed to a third party payment processor, you may be subject to terms of service governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms of service and Privacy Policy before using the services.

If you make a purchase or sign up for any paid Service, you authorize PlaceFull or any third party that processes payments for PlaceFull to use the payment method you enter when you create your account or at the time you sign up for the Service or submit your purchase. If Seller does not confirm a deposit should be withheld within 48 hours of completion of the booking by a Buyer, PlaceFull may (but is not obligated to) at its discretion refund any deposit. If there is a dispute related to a booking, PlaceFull may (but is not obligated to) at its discretion hold any deposit until the dispute is resolved. Before remitting payment for a booking to the Seller, PlaceFull will deduct the appropriate service fees at PlaceFull’s then applicable rates related to the booking (collectively, the "service fees"). PlaceFull will notify Seller of the applicable service fees, including by posting on our Site or by notifying Seller in some other manner, such as by email. Prices stated exclude all taxes unless stated otherwise. As between PlaceFull and Seller, Seller is responsible for any taxes. Except as otherwise provided herein or as required by applicable law, service fees are non-refundable. PlaceFull reserves the right to change its service fees or begin to charge service fees for any feature of the Service at any time. If Seller does not agree to a price change, Seller must cancel the Service, stop using it and remove its listings.

Please note that change and cancellation procedures and penalties for bookings vary, depending on the policies of the applicable Seller. Cancellation procedures and penalties are those of the Seller and not of PlaceFull, and you understand and agree that PlaceFull has no responsibility or liability for cancellation procedures or penalties. If you book a space or activity, you accept and agree to any terms, conditions and restrictions associated with the space or activity imposed by the Seller, including, but not limited to any change or cancellation fees. If you have any complaints or questions about your experience with a Seller or if you wish to cancel a booking made via the Site, please contact the applicable Seller directly. PlaceFull is not responsible for resolving any disputes between Buyers and Sellers or processing any changes to or cancellations of bookings, and disclaims any and all liability in this regard. If either the Buyer or the Seller cancels a booking for any reason, PlaceFull will not refund the service fees charged for such booking, which may be charged to you by a Seller in addition to any other cancellation fees associated with a Seller’s cancellation policy, as described in the applicable listing, or otherwise communicated to you by the Seller.

You agree to provide accurate contact and billing information and to update it so that it remains accurate. If your billing information is not accurate or you change your payment method and PlaceFull or its third party payment processor cannot process a payment, PlaceFull may cancel the purchase and terminate your access to the Service. If you change your payment method or tell us to cancel a Service, your notice to PlaceFull will not affect charges PlaceFull or its third party payment processor submits before PlaceFull reasonably could act on your request.

3. Rental Agreement.

By renting space from a Seller, Buyer agrees to the standard terms set forth below with the Seller ("Standard Terms"). Any rental agreement ("Rental Agreement") between a Buyer and Seller will be deemed to include the Standard Terms. The Rental Agreement is between Seller and Buyer. PlaceFull is not a party to the Rental Agreement. The Seller may also require you to agree to additional or different terms as a condition of renting you space. It is Buyer’s responsibility to evaluate any additional or different terms presented by the Seller and choose whether to enter into the Seller’s Rental Agreement. PlaceFull is not a party to, and is not liable for, any terms agreed to between the Buyer and the Seller, including the Rental Agreement. Buyer and Seller acknowledge and agree that (a) the Buyer and Seller are each fully responsible for the terms of their Rental Agreement and any other terms to which they agree, (b) any Rental Agreement used, whether a sample provided by the Site (including the Standard Terms) or a Rental Agreement copied and pasted in MyPlaceFull by either party, is used solely at their own risk and expense, (c) nothing contained in MyPlaceFull, these Terms, or any sample rental agreement is a substitute for the advice of an attorney, and (d) Buyer and Seller have each been hereby advised to obtain qualified legal counsel to prepare, review and revise as necessary any Rental Agreements to ensure compliance with federal, state, and local law and their particular circumstances, and to revise the Rental Agreement as necessary to accurately represent their space, activity, rules, features, etc.

Standard Terms:

(a)   Buyer may access the premises during the rental period it has reserved and paid for.

(b)   Buyer must not use the premises for illegal purposes, or for any other purpose restricted by Seller or not permitted under the Rental Agreement.

(c)   Buyer must remove all materials, equipment and any other personal property that it brings to the premises ("Buyer’s Materials") at the end of the rental period.

(d)   Except for "Buyer’s Materials", Buyer must not remove any property from the premises. Buyer is fully liable for any damage or destruction of any property and any injury that occurs during or because of Buyer’s use of the premises.

(e)   Buyer will not cause or permit any hazardous or illegal substance to be used, stored, generated, released or disposed of on or in the premises.

(f)   Buyer must maintain the premises in neat, clean and sanitary condition.

(g)   Buyer is responsible for all actions and omissions of guests, invitees or other visitors while they are on the premises during the rental period.

(h)   Seller (and its third party contractors and service providers, including PlaceFull) are not liable for, and Buyer will defend, indemnify and hold harmless Seller (and its third party contractors and service providers, including PlaceFull) from and against any claim, action or judgment arising from or related to (i) any actual or alleged damages to property or injury to persons suffered on the premises during the rental period; (ii) Buyer’s use of the premises; and (iii) any act or omission of Buyer, its contractors, service providers, agents, representatives, employees, guests, invitees or visitors to the premises.

(i)   For purposes of giving effect to Buyer’s foregoing indemnity obligations only, Buyer specifically and expressly waives any immunity it may be granted under the Washington State Industrial Insurance Act, Title 51 RCW, and any similar federal, state or local laws, ordinances or regulations. Buyer’s indemnity obligations under this Rental Agreement will not be limited by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under any applicable workers’ compensation acts, disability benefit acts or other employee benefit acts, ordinances or regulations.

(j)   At the expiration of the rental term, Buyer will surrender the premises to the Seller in neat, clean and good condition and will deliver all keys to the Seller.

(k)   Buyer will not make any alterations or improvements to the premises.

(l)   Buyer may not assign or sublet to any other person its right to occupy the premises, or any other rights under the Rental Agreement.

(m)   Buyer will be solely liable for, and will promptly pay, any federal, state or local taxes arising from Buyer’s use of the premises.

(n)   Buyer will obtain all required permits and governmental approvals necessary for Buyer’s use of the premises.

(o)   Buyer’s use of the premises will not result in utility consumption at the premises that is materially in excess of typical utility consumption for the premises, and Buyer will be responsible for paying the cost of any such excess consumption.

4. Property Damage

Buyer is responsible for leaving the space in the condition it was in when Buyer arrived and acknowledges and agrees that Buyer is responsible for its own acts and omissions and is also responsible for the acts and omissions of any individuals who it invites to, or otherwise provides access to, the space or activity. In the event that a Seller claims otherwise and provides evidence of damage, including but not limited to, photographs, Buyer agrees to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in Buyer’s PlaceFull account. PlaceFull also reserves the right to charge the credit card on file in Buyer’s PlaceFull account, or otherwise collect payment from Buyer and pursue any avenues available to PlaceFull, including using security deposits, in situations in which PlaceFull determines in its sole discretion that Buyer has damaged any space. If we are unable to charge the credit card on file or otherwise collect payment from Buyer, Buyer agrees to remit payment for any damage to the space to the applicable Seller or to PlaceFull (if applicable).

The products, services and features (including the rates, fees, and operation thereof) offered on the Site are subject to change without notice or approval. We further reserve the right to discontinue any products, services or features, or to offer additional products, services or features for purchase at any time. If we discontinue any product, service or feature for which you have pre-paid, we will provide a pro-rata refund to the extent that you did not receive the product, service or feature for which you pre-paid.

5. Limited License to Access the Site.

Users are granted a limited, revocable, non-exclusive license to access the Site and Service provided on the Site all in accordance with these Terms. Any use of the Site or Service that is not in accordance with these Terms or as otherwise authorized by us in writing is expressly prohibited.As a condition of access to and use of the Site and Service, all users of the Site and Service, including but not limited to all Buyers and Seller, must comply with all applicable laws, rules and regulations in all transactions contemplated by these Terms, including all transactions and communications with other users of the Site and Service.

6. Prohibited Uses of the Site.

You are prohibited from doing any of the following on the Site or Service:

If you are aware of or experience any content, activity or communication through or in connection with the Site or Service that appears to be in violation of the above restrictions, or in violation of any other provision of these Terms, we ask that you please inform us of any such violation by sending an email to legal@PlaceFull.com.

7. Space Reviews.

Users may only post reviews of any Seller’s listing that are genuine comments from users who have booked the listing advertised. The e-mail address(es) of the reviewer(s) whose comments are given must be supplied to us upon our request. All content submitted in reviews must meet our Content Guidelines. Reviews for a space previously listed on any PlaceFull Site may, at our sole discretion, be published in any medium at the sole and complete discretion of PlaceFull.

8. Proprietary Rights and Downloading of Information from the Site.

The Site and all content on the Site are protected by copyright as a collective work and/or compilation, pursuant to applicable U.S. and international copyright laws and conventions and database rights. You agree to abide by any and all copyright notices, information, or restrictions contained in or relating to any content on the Site. Copying, storing or otherwise accessing the Site or any content on the Site for other than for your personal, noncommercial use (other than your legitimate use as a Seller as permitted by these Terms) is expressly prohibited without our prior written permission.

As part of the rental inquiry process, for your own personal, noncommercial use and not for further distribution, you may download, display, and/or print one copy of any portion of the Site. You may not modify the same, and you must reproduce our copyright notice in the form "© 2012 – Present PlaceFull, Inc. - All Rights Reserved", in the form displayed on the relevant portion(s) of the Site that you desire to download, display or print.

9. Your Account Information.

We will create your PlaceFull Account and your PlaceFull Account profile page for your use of the Site based upon the personal information you provide to us. Review our Privacy Policy for more information about how we collect and use your personal information. You may not have more than 1 active PlaceFull Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. PlaceFull reserves the right to suspend or terminate your PlaceFull Account and your access to the Site and Service if you create more than 1 PlaceFull Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You are solely responsible for any activities or actions that occur under your PlaceFull Account, whether or not you have authorized such activities or actions.

User verification on the Internet is difficult and we cannot and do not assume any responsibility for the confirmation of any user's purported identity.

EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER PLACEFULL NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S PASSWORD OR OTHER ACCOUNT INFORMATION; AND (2) THE UNAUTHORIZED USE OF YOUR PASSWORD OR OTHER ACCOUNT INFORMATION COULD CAUSE YOU TO INCUR LIABILITY TO BOTH PLACEFULL AND OTHER USERS. Further, we may, without notice to you, suspend or cancel your listing at any time even without receiving notice from you if we suspect, in our sole discretion, that your password or other account information is being used in an unauthorized or fraudulent manner.

10. Limitations on Communications and Use of Other Users’ Information; No Spam.

You agree that, with respect to other users' personal information that you obtain through the Site or through any Site-related communication or transaction, you will use such information only for: (a) Site-related communications that are not unsolicited commercial messages, (b) using Services offered through the Site, (c) facilitating a transaction between you and other users (such as an on-line booking or charging a personal credit card) and (d) any other purpose that a user expressly agrees to after you tell them the purpose you would like to use it for. In all cases, you must give users an opportunity to remove themselves from your address book or database and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this provision, may you disclose personal information about another user to any third party without both our consent and the consent of the other user. You agree that other users may use your personal information to communicate with you in accordance with this provision. Further, you agree that you will protect other users’ personal information with the same degree of care that you protect your own confidential information (using at minimum a reasonable standard of care) but in all events in compliance with all applicable laws, rules and regulations, and you assume all liability for the misuse, loss, or unauthorized transfer of such information.

We do not tolerate spam or unsolicited commercial electronic communications of any kind. You may not use any tool or service on the Site to send spam or unsolicited commercial electronic communications of any kind or in any other way that would violate these Terms or to harvest or collect email addresses of Site users who have not engaged in a transaction with you. You are responsible for all content you provide to the Site or through any tool or service provided on the Site.

11. Responsibility for User-Contributed Content; Translations.

We have no duty to pre-screen content posted on the Site by Sellers, Buyers or other users (including, without limitation, user reviews), (collectively, "user-contributed content") and we are not responsible for user-contributed content. However, we reserve the right to pre-screen user-contributed content and to decline to permit the posting on the Site of, or to remove from the Site, any user-contributed content that fails to meet our Content Guidelines, which are a part of these Terms and are incorporated into these Terms by this reference,or if it otherwise violates these Terms. We also reserve the right (but do not assume the obligation) to edit Seller’s content in a non-substantive manner to cause the content to comply with our Content Guidelines or formatting requirements.

All listings on the Site are submitted by the Seller (or its agent) and are the sole responsibility of the Seller. We specifically disclaim any and all liability arising from the alleged or actual accuracy or inaccuracy of the listings, user reviews, or any alleged or actual breaches of contract by a Seller. Sellers are solely responsible for keeping their listing information up-to-date on the Site, including, but not limited to, any and all representations about any listing, its attributes, location, price, and its availability for a specific date or range of dates. We do not represent or warrant that any of the copy, content, reviews, locations, suitability, pricing or availability information published on the Site is accurate or up-to-date even in the case where prospective Buyers have searched for specific special offers, dates, or types of listings. Sellers are solely responsible for ensuring the accuracy of any listing descriptions, and Buyers are solely responsible for verifying the accuracy of such descriptions.

If any content created by Sellers or users is translated for display on any Site or any site of any affiliate of PlaceFull, the Seller or user is solely responsible for the review and accuracy of such translation.

12. Notification of Copyright Infringement.

We respect the intellectual property rights of others, and PlaceFull does not condone or tolerate the posting of any content on the Site that infringes any person's copyright. PlaceFull reserves the right to terminate, in our sole discretion, a Seller or Buyer who is the source of repeat infringements of copyright. Should you become aware of or suspect any copyright infringement on this Site, please refer to our procedures for Notification of Copyright Infringement.

13. User Submissions.

From time to time, users may choose to submit to us ideas or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names ("submissions"). We do not solicit submissions and are under no obligation to review or consider them. If you choose to submit any submissions in any form to us, then regardless of what you say, write or provide to us in connection with your submissions: (1) your submission and its contents will automatically become the property of PlaceFull, without any compensation to you; (2) PlaceFull may freely use, copy, modify, make derivative works of, publicly perform, publicly display and distribute any such submission and its contents for any purpose and in any way; and (3) submissions are not confidential, even if you identify them as such.

14. Limitation of Liability.

IN NO EVENT WILL PLACEFULL, ITS SUBSIDIARIES OR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, CONSULTANTS, AGENTS AND/OR EMPLOYEES (COLLECTIVELY, THE "PLACEFULL GROUP"), OR ANY THIRD PARTY PROVIDER OR LICENSOR OF THE PLACEFULL GROUP (EACH A "THIRD PARTY PROVIDER"), BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM (A) OUR SITE OR SERVICE, (B) THESE TERMS, (C) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY, (D) USE OF THE SITE, TOOLS OR SERVICES WE PROVIDE RELATED TO THE SITE BY YOU OR ANY THIRD PARTY AND/OR (E) ANY ACTUAL OR ATTEMPTED COMMUNICATION OR TRANSACTION BETWEEN USERS, IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH THE SITE OR SERVICE, YOU DO NOT AGREE WITH ANY PART OF THE TERMS, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US OR ANOTHER USER OF THE SITE OR SERVICE WITH RESPECT TO THESE TERMS OR THE SITE OR SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US IS TO DISCONTINUE USING THE SITE AND SERVICE. IN ALL EVENTS, OUR LIABILITY, AND THE LIABILITY OF ANY MEMBER OF THE PLACEFULL GROUP, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE SITE, SERVICE, AND THESE TERMS IS LIMITED TO THE ACTUAL DIRECT DAMAGES YOU INCUR UP TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) $100.00 IN THE AGGREGATE FOR ALL CLAIMS.

>15. Disclaimers.

THE SITE, INCLUDING THE SERVICE AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE OR SERVICE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE SITE INCLUDING THE SERVICE AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE OR SERVICE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE, EVEN IF WE BECOME AWARE OF ANY SUCH BREACHES. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE INCLUDING THE SERVICE AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS TO US AND BY POSTING INFORMATION ON THE SITE, INCLUDING LISTINGS, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND US OTHER THAN AS IS EXPRESSLY CREATED PURSUANT TO THESE TERMS.

YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD OR SEEK TO HOLD US OR ANY THIRD PARTY PROVIDER OR LICENSOR RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY RENTAL TRANSACTION. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE SAFETY OF ANY TRANSACTION, SPACE OR ACTIVITY OR THE TRUTH OR ACCURACY OF ANY LISTING OR OTHER CONTENT PROVIDED ON THE SITE.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

16. Release; Indemnification.

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER-CONTRIBUTED CONTENT), YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE EACH MEMBER OF THE PLACEFULL GROUP, EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE SITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "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."

YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD EACH MEMBER OF THE PLACEFULL GROUP (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS) INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE SITE AND SERVICE OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT ON THE SITE (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION, RENTAL AGREEMENT, DISPUTE OR CLAIM BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY), (B) ANY CONTENT POSTED BY YOU OR OTHER USERS OF YOUR ACCOUNT TO THE SITE, (C) ANY USE OF ANY TOOL OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, (D) ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, OR (E) YOUR NEGLIGENCE OR WILFUL MISCONDUCT. YOU WILL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU WILL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT.

17. Governing Law.

THESE TERMS, INCLUDING ANY DISPUTE ARISING THEREFROM, WILL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

18. Binding Arbitration.

YOU AND PLACEFULL AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, OR TO THE USE OF THE SERVICE OR USE OF THE SITE (COLLECTIVELY, "DISPUTES") WILL BE SETTLED BY BINDING ARBITRATION CONDUCTED IN KING COUNTY, IN THE STATE OF WASHINGTON, BY A SINGLE NEUTRAL ARBITRATOR, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND PLACEFULL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND PLACEFULL OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS "BINDING ARBITRATION" SECTION WILL BE DEEMED VOID, AND IN THAT CASE ANY CAUSE OF ACTION YOU MAY HAVE HEREUNDER OR WITH RESPECT TO YOUR USE OF THE SITE OR SERVICE MUST BE COMMENCED BY FILING SUIT IN KING COUNTY, WASHINGTON, WITHIN ONE (1) YEAR AFTER THE INCIDENT UPON WHICH THE CLAIM OR CAUSE OF ACTION IS BASED FIRST OCCURRED. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THIS "BINDING ARBITRATION" SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS.

YOU AND WE EACH ALSO AGREE THAT THESE TERMS AFFECT INTERSTATE COMMERCE SO THE FEDERAL ARBITRATION ACT APPLIES INCLUDING WITH RESPECT TO ANY QUESTION OF WHETHER A CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION (DESPITE THE CHOICE OF GOVERNING LAW IN THIS SECTION). YOU AND WE EACH AGREE WE WILL ONLY PURSUE ARBITRATION ON AN INDIVIDUAL BASIS AND WILL NOT PURSUE ARBITRATION IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS, REGARDLESS OF THE APPLICATION OF PROCEDURAL RULES BY ANY ARBITRATOR. IF ANY COURT OR ARBITRATOR HOLDS THAT THE CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE DISPUTE MUST BE BROUGHT IN A STATE OR FEDERAL COURT IN KING COUNTY, WASHINGTON. YOU AND WE EACH ALSO AGREE THAT FOR ARBITRATED CLAIMS THE ARBITRATOR’S AWARD WILL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

(a)   Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

(b)   Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Washington and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

(c)   Arbitration Procedure. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and PlaceFull submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(d)   Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. PlaceFull will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

(e)   Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, PlaceFull will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(f)   Changes. Notwithstanding PlaceFull’s right to modify these Terms, if PlaceFull changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to legal@PlaceFull.com) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of PlaceFull’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and PlaceFull in accordance with the provisions of this "Binding Arbitration" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

19. GENERAL

Agency: PlaceFull is acting as an Agent for the Merchant to this transaction. PlaceFull has no personal liability to the Merchant, whether or not the customer is liable, and PlaceFull must make payment solely as the customer's agent.

Notices: Except as explicitly stated otherwise, any notices to us will be given by email to legal@PlaceFull.com or by postal mail to:

PlaceFull, Inc., 1128 8th St., Kirkland, WA 98033

When we need to send you notice, it will be sent to the email address you provide to the Site during the registration process or as later updated in your account (if applicable). If we do not have an email address for you, notice may be posted on the Site. Notice will be deemed given upon receipt or 24 hours after an email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to any physical or electronic address provided to us during the registration process or as later updated in your account (if applicable). In such case, notice will be deemed given three days after the date of mailing to a physical address and one day after mailing to an electronic address.

Changes to the Site: We may change, suspend or discontinue any aspect of the Site or Service at any time, including the availability of any Site or Service features, database, or content. We may also impose limits on certain features or services or restrict your access to parts or all of the Site or Service without notice or liability.

We reserve the right, in our sole discretion and from time to time, to offer special programs with unique terms of service that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Site with respect to such special program is governed by the terms of service of such special program.

Your Record of These Terms: We do not separately file the Terms entered into by each user of the Site. Please make a copy of these Terms for your records by printing and/or saving a downloaded copy of the Terms on your personal computer.

Enforcement of These Terms: We may immediately terminate any user’s access to or use of the Site due to such user’s breach of these Terms or any other unauthorized use of the Site. However, we do not guarantee that we will take action against all breaches of these Terms. Our failure to take immediate action with respect to a breach by you or others does not waive our right to act with respect to such breach or any other breach. Any action or inaction by us in response to any breach of these Terms does not limit our rights with respect to actions we may take in response to any other similar or different type of breach.

Entire Agreement, Headings and Severability: These Terms (including the Privacy Policy and Content Guidelines) constitute the entire agreement between us and you with respect to the matters set forth herein, and supersede any prior agreement between us and you with respect to your use of the Site or Service. Headings in these Terms are for convenience only and do not limit the scope or extent of such section. If any portion of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms will remain in full force and effect. Further, any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Assignment: We may assign these Terms in our sole discretion. Users may not assign these Terms without our prior written express consent, which may be granted or withheld by us in our sole discretion.

Additional Terms and Conditions Applicable to Sellers

In addition to being bound by the terms set forth above, Sellers are also bound by the following terms:

A. Seller Eligibility; Accuracy of Information; Representations.

Our Service may only be used by Sellers who can form legally binding contracts under applicable law. If you are registering as a business entity, you represent that you have the authority to bind the entity to these Terms. Each Seller represents and covenants that all information submitted to us and to the Site during such Seller’s registration with the Site will be true and correct. Each Seller further agrees to promptly provide notice to the Site by updating their Seller information, including any contact information previously submitted by the Seller to the Site. Each Seller agrees to promptly provide such proof of identification, legal formation, licensure, authority to act on behalf of Seller, space ownership, and any other information reasonably required in our sole discretion to operate the Site and Service. Each Seller further represents, warrants and covenants that: (i) it owns and/or has all necessary rights and authority to offer the space or activity listed by such Seller; (ii) it will not wrongfully withhold a deposit in breach of the underlying agreement; (iii) it will accurately describe the subject space or activity and will not fail to disclose a material defect in, or material information about, any rental space or activity; (iv) it will not wrongfully deny access to the listed space or activity; (v) it will not fail to provide a refund when due in accordance with the underlying agreement; and (vi) it will comply with all applicable laws, rules and regulations in all transactions contemplated by these Terms, including its transactions and communications with other users of the Site.

B. Content, Layout and Copy.

All content and copy edits submitted by Sellers are subject to review and approval by us in our sole discretion. We reserve the right to refuse to publish any content that we determine, in our sole discretion, does not meet these Terms or is otherwise unacceptable to us. However, we assume no duty to review content or copy edits and we will not have any liability for any loss or damage resulting from the design or positioning of the copy, properties, content and/or photographs or any change made to any content, photograph or copy submitted by any Seller. All content must comply with our Content Guidelines. We reserve the right to edit content submitted to the Site in a non-substantive manner solely to cause the content to comply with our Content Guidelines or formatting requirements. Sellers are responsible for reviewing and ensuring that any content displayed on the Site appears as the Seller intended. You also agree that we reserve the right to gather information regarding your service or company (as published by you or others) for use on the Site or Service or in our marketing materials to further promote your product or service or the Site or Service as a whole, as deemed appropriate in and at our sole discretion.

C. Photographs.

Photographs should depict the space or activity as the main subject of the photograph and may not include any images of persons (whether children or adults) if you do not have their legal consent, or any information that would violate the privacy rights, intellectual property rights or any other rights of a third party. Photographs must comply with our Content Guidelines. We reserve the right not to display or to remove any photographs that we determine, in our sole discretion, do not comply with these Terms or are otherwise unacceptable to us.

By submitting a photograph electronically through the Site the Seller represents and warrants that (a) (i) it holds all intellectual property rights with respect to each submitted photograph, or (ii) it has secured from the copyright holder all rights necessary for the photograph to be used in an online advertisement, (b) it owns or has secured all rights necessary to grant PlaceFull the rights granted in these Terms; (c) that any people in the photograph have given permission for their likenesses to be displayed in an online advertisement on the Site, (d) that the photograph accurately and fairly represents the subject of the photograph and has not been altered in any manner that would mislead a viewer of that photograph, and (e) that it will indemnify and hold harmless the Site and all members of the PlaceFull Group from any cause of action arising from any and all photographs so submitted.

It is the Seller’s responsibility to obtain reproduction permission for all photographic and other material used in its advertisements. The Seller warrants that it is the owner of the copyright in such material or is authorized by the owner thereof to grant to us the rights therein contained and agrees to provide any proof of such rights to us that we may request.

D. Copyright License.

By accepting these Terms and by posting a listing on the Site, you grant to us and our affiliates a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, publicly display, publicly perform, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any content you post on the Site or the websites of our affiliates. We are not responsible for any infringement or violation of laws resulting from content supplied by any Seller and each Seller agrees to indemnify, defend and hold harmless the Site and any member of the PlaceFull Group against any action brought by a third party in relation to content supplied by a Seller, including but not limited to, for breach of copyright or other intellectual property rights, rights of privacy or publicity, or any other rights. Each Seller hereby waives and releases all rights to any claim against us for any alleged or actual infringement of any intellectual property or proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with any user-contributed content posted or provided to us by any Seller.

E. Uses of Our Trademarks or Logos.

PlaceFull grants the user permission to use its trademarks and logos in the following specific ways listed in this Section E. Any other use of the PlaceFull trademarks and logos is prohibited, except with PlaceFull's prior express written authorization. You may refer to PlaceFull or the name of one of our affiliate websites on which you list your space in a descriptive manner in your listing on the Site or in other permissible communications. For example, you might say "Check out my rental on PlaceFull," or "I list spaces on PlaceFull." However, you may not refer to PlaceFull or any of our affiliates in any way that might lead someone to believe that your company or site is sponsored by, affiliated with, or endorsed by PlaceFull or one of our affiliates. For example, you may not say "PlaceFull sponsors my rental," or describe your space as "PlaceFull’s best rental." You may not use the PlaceFull name or one of our affiliates’ names on any other website that lists rentals without our prior written authorization.

The PlaceFull name and logo and those of the PlaceFull Group and our affiliates are registered trademarks in the United States and other jurisdictions around the world. We do not authorize the use of our names and logos, other than as described above except with our prior written authorization. If you want permission to use our name and/or logo in any other manner, including, without limitation, on any website, business card, signage, t-shirts, etc., or if you have other questions, you may email us at legal@PlaceFull.com.

F. Hypertext Links.

We reserve the right to refuse hypertext links to, or addresses of, other web sites from Sellers' pages, and to remove links or web addresses without notice at our sole discretion. Further, we reserve the right to charge for hypertext links at any time.

G. No Substitution of Venues; No Sample Venues.

Each listing must relate to an individual and uniquely identified space or activity. This means that:

(a)   The venue or activity in a listing may not be substituted for another. If a Seller submits changes to an existing listing that, if approved, would substantially alter the listing to make it that of another venue or activity, then we have the right to terminate the listing.

(b)   The listing cannot be a mere example of spaces or activities. Only one venue or activity may appear on each listing. We reserve the right to amend the copy or remove any listing when more than one venue or activity is described in a listing.

H. Parties to Payment Transactions; Unauthorized Payment Methods.

Payments between Sellers and Buyers: We are not a party to any payment transaction between Sellers and Buyers. No Seller may request any Buyer to mail cash, or utilize any instant-cash wire transfer service such as Western Union or MoneyGram in payment for all or part of a transaction. Any violation of this term or any other unacceptable payment methods that may be posted on the Site may result in the immediate removal of the non-conforming listing from the Site without notice to the Seller and without refund. We assume no liability or responsibility to detect or inform users of any actual or suspected unauthorized payment methods or fraudulent activity on the Site or Service.

I. Terms of Trial

Upon completion of your trial, your credit card on file will be charged for your first monthly subscription fee (or annual payment if paying annually). If you have entered ACH for both payments (Debits) and deposits (Credits), your bank account will be debited for your monthly fee. If you do not wish to continue your subscription after your trial period, cancellation must be received in writing to sales@placefull.com, prior to your trial ending.

J. Legal and Tax Requirements Applicable to Rental Spaces or any Product or Service You Purchase from Us.

You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your listings on the Site. We assume no responsibility for your compliance. Please be aware that, even though we are not a party to any transaction between Sellers and Buyers and assume no liability for legal compliance pertaining to listings on the Site, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to your listing in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with or disregard such obligation in our sole discretion. In addition, except as may be made a part of the transaction when you purchase a product or service from us, we do not withhold any amount for any applicable tax obligation you may have in connection with such purchase. You agree that any such withholding or other tax obligation relating to your purchase from us is your sole responsibility.

You agree that PlaceFull may collect IRS Form W-9 from all property owners in the United States. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisor. PlaceFull cannot and does not offer tax-related advice to any users. Additionally, please note that each user is responsible for determining local indirect taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes in listings. Where applicable, or based upon request from a Seller, PlaceFull may issue a valid VAT invoice to Seller.

K. Termination or Transfer of Listings

Our Right to Terminate a Listing: If, in our sole discretion, any Seller submits unsuitable material to our Site or into our database, misuses the Site or our online system or is in breach of these Terms, we reserve the right to terminate such Seller’s listing(s) immediately without refund. In addition, if we become aware of or receive a complaint or a series of complaints from any user or other third party regarding a Seller’s listing or rental practices that, in our sole discretion, warrants the immediate removal of such Seller’s listing from the Site (for example, and without limitation, if a Seller double-books a space for multiple Buyers at the same time, or engages in any practice that, in our sole discretion, would be considered unfair or improper, or if we receive a complaint that any listing’s content infringes on the rights of a third party), then we may immediately terminate such Seller’s listing(s) without notice to the Seller and without refund. We assume no duty to investigate complaints. If any Seller is abusive or offensive to any employee or representative of the PlaceFull Group, we reserve the right to terminate such Seller’s listing(s) immediately without refund.

Transfer of Listing: No listing may be transferred to another party, except that if a Seller sells the space or activity that is listed, the Seller may transfer its listing to the new owner of the listing, if the transferee agrees to these Terms prior to the transfer. We may, at our discretion, charge a reasonable transfer fee.

L. Insufficient Funds or Failed Transactions

If a payment is not accepted by Sellers bank when PlaceFull attempts to charge the monthly license fee, PlaceFull will charge a $15 fee to cover PlaceFull bank charges for the failed transaction. This payment will be charged immediately upon resolution of the correct bank account or credit card information being obtained. PlaceFull will default to charge the ACH account for a Seller if the Credit Card fails. If there are two consecutive failed charges, PlaceFull in our sole discretion than reserves the right to terminate such Seller's listing(s) immediately without refund. PlaceFull also maintains the right to execute a minimal charge (not to exceed $50) to ensure payment withdrawals can occur given the supplied account information by the Seller. This test payment will be credited toward the Sellers account if the transaction completes successfully.

MERCHANT BANKING SERVICES ADDITIONAL TERMS AND CONDITIONS

INTRODUCTION

This agreement between you and ProPay, Inc. (“ProPay,” “we,” “our,” “us”) governing your use of our payment processing services (“Service(s)”).  The Services are being offered in conjunction with your agreement with your service provider (“Provider Partner”) and may not be used separately from that agreement.

1. THE PROPAY MERCHANT SERVICES.

1.1 THE SERVICES

The Services allow you to accept payment from your customers via bankcards (“Cards”) validly issued by Visa, MasterCard, Discover, and American Express (the “Card Brands”) and also, if approved, via automated clearing house transactions (“ACH”). Services may include TSYS EnsureBillSM and ThreatMetrix®, as described in section 2, if such services are made available by your Provider Partner. You must only use the Services for a business purpose and not for personal, family, or household use. We hereby grant you use of the Services according to the terms found herein.

1.2 REQUIRED INFORMATION

In order to use the Services, we may require that you provide us with certain information such as information relating to your identity, customers, transactions, and financial statements. You must provide us with accurate and complete information and keep the information up-to-date. We rely on this information for underwriting and to meet our obligations under applicable laws and other regulatory requirements. If the scope or nature of your business or the type of products or services you offer changes, you must notify Provider Partner prior to the change. You are liable to us for all losses and expenses incurred by us arising out of your failure to report changes to us. We reserve the right to refuse to allow you to use the Services for any reason.

1.3 VERIFICATION

You authorize us to make, from time to time, any business and personal credit inquiries (including, but not limited to, credit reports for your directors, officers, and principals), identity-verification inquiries, transaction-verification inquiries (including, but not limited to, with customers), and any other inquiries considered necessary relating to this agreement, and to provide any information and documentation to our sponsor banks and/or the Card Brands as required by them. You also authorize any person or credit reporting agency to compile information to answer those inquires and to furnish that information to us.

1.4 PROCESSING LIMITS

We will assign a maximum dollar amount per sales ticket and an aggregate maximum dollar amount of Card and ACH transactions per calendar month. If certain Card processing volume thresholds are met by your use of the Services we may notify you that you must enter into an additional agreement with our sponsor bank.

1.5 DATA OWNERSHIP & SHARING DATA WITH PROVIDER PARTNER

ProPay will own all data associated with your use of the Services and you hereby grant us a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display this data for the following purposes: (a) providing and improving the Services; (b) internal usage, including but not limited to, data analytics so long as such data is anonymous and aggregated with other customer data; (c) complying with applicable legal requirements and assisting law enforcement agencies; (d) sharing data about your use of the Services with your Provider Partner; and (e) any other purpose for which you provide consent.

1.6  INTELLECTUAL PROPERTY RESTRICTIONS

All materials or intellectual property provided to you in connection with the Services (“Materials”) are protected intellectual property of ProPay or its third party providers. You shall not (and shall not permit any  agent or third party) to: (a) copy all or any portion of any Materials; (b) decompile, disassemble, or otherwise reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) the Services or Materials, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Services or any Materials or any portion thereof; (c) modify, translate, or otherwise create any derivative works based upon the Services or any Materials; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Services or any Materials, in whole or in part, to any third party; or (e) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on the Services or in any Materials.

2. ENSUREBILL AND THREATMETRIX SERVICES

2.1 ENSUREBILL

a.        Description. TSYS EnsureBill Services, if made available by your Provider Partner, include enrolling you, submitting information to the Card Brands for updating, and providing updated account information to you as received by the Card Brands, subject to the terms and conditions of this agreement. An update means a match between a submitted card and the applicable Card Brand resulting in the provision of a new card number; a notification that the account has been closed; a new expiration date; or a “contact cardholder” message. If you elect to enroll in the EnsureBill Services you authorize ProPay to enroll you with the Card Brands to receive the EnsureBill Services and to provide information about you and your customers to ProPay’s service providers, including the Card Brand and ProPay’s processor, in order for ProPay to provide the EnsureBill Services.
b.        Limitations. You may use EnsureBill Services (and the data associated therewith) solely for updating cardholder information in order to complete your future pre-authorized transactions in accordance with the Card Brands and will not use the EnsureBill Services (nor the data associated therewith) for any other purpose, including use of data with transactions for a different card type (or in connection with the development of any other service or product). You must not request authorization or an update on accounts that have returned a response of “Closed Account” or submit inquiries for the EnsureBill Services on behalf of any other entity. 
c.         Use outside of ProtectPay. For Cards not stored in ProPay’s ProtectPay service Merchant, you must:
  1. Request an update for every participating account in your customer database at least once every 180 calendar days;
  2. Submit requests only for those accounts with which you have an ongoing customer relationship that would require the use of the EnsureBill Services, e.g., subscription services, “express checkout” services, membership (club) services, or recurring payment services;
  3. Update your customer account database within five business days of receiving an update from us;
  4. Ensure that information received from the EnsureBill Services is properly incorporated into your customer database for utilization in future transactions;
  5. Correct erroneous account information within five business days of receipt of error notification from us or the Card Associations; and
  6. Correct operational errors within five business days of receipt of error notification from Bank, ProPay, or the Card Associations.
    ProPay will perform the tasks in subparagraphs (i) through (vi) above for Cards stored in ProtectPay.

2.2 THREATMETRIX

a.          Description. ThreatMetrix Services, if made available by your Provider Partner, include the device identification, device scoring, device reputation, and data analytics services provided by third party ThreatMetrix to you through your account. If you elect to use the ThreatMetrix Services, we grant you a non-exclusive, nontransferable, worldwide right to use the ThreatMetrix Services, and any other materials or intellectual property of ThreatMetrix provided to Client in connection with the ThreatMetrix Services (the “ThreatMetrix Materials”), solely for your own internal business purposes, after implementation and configuration of our website by ThreatMetrix, and subject to the terms and conditions of this agreement. Notwithstanding anything in this agreement to the contrary, we may modify the ThreatMetrix Services and our proprietary payment system without notice. Client shall not: (a) interfere with or disrupt the integrity or performance of the ThreatMetrix Services, our proprietary payment system, or the data contained therein; or (b) attempt to gain unauthorized access to the ThreatMetrix Services, our proprietary payment system, or its related systems or networks. You will provide such attribute information to us as may be necessary for us to provide to you the ThreatMetrix Services. You will also take such actions as may be legally and technically necessary to allow us and ThreatMetrix to collect the attribute information you decide to receive in connection with the ThreatMetrix Services.
b.               Use of Logo.  Client may place on its website the “Protected by ThreatMetrix” logo solely in the form and under the use criteria provided by us or ThreatMetrix. No other use of the “Protected by ThreatMetrix” logo is permitted, and you shall have no right to otherwise copy, distribute, transmit, or transfer, such logo or any other mark of ThreatMetrix. All goodwill associated with the use of ThreatMetrix’s marks or logos inure to ThreatMetrix.
c.               Limitations. The ThreatMetrix Services analyze the activities and other attributes of a device used in a transaction, and provide information and a rating score based on the data analyzed and the business policies you define. The ThreatMetrix Services provide information as to whether the device contains attributes which correlate to a device used in a fraudulent transaction, but do not determine the eligibility of your customer (or any other individual) for credit. You acknowledge and agree that neither we nor ThreatMetrix intend that the reports generated by the ThreatMetrix Services (the “Device Reports”), or any ThreatMetrix Materials, be considered consumer reports subject to the federal Fair Credit Reporting Act (“FCRA”). You represent that you will not use the Device Reports (or any other data provided by ProPay or ThreatMetrix) for making credit eligibility decisions or for any other permissible purpose listed in section 604 of the FCRA (15 U.S.C. 1681 b).

3. COMPLIANCE WITH RULES AND LAWS

3.1 COMPLIANCE WITH RULES

You must comply with the applicable Card Brand rules and operating regulations and the National Automated Clearing House Association rules ("NACHA") (collectively, "Rules"). An abridged version of the Visa, MasterCard and American Express Rules may be viewed at usa.visa.com/merchants/operations/op_regulations.htmlwww.mastercardmerchant.com, and www.americanexpress.com\merchantopguide. Copies of the NACHA Operating Rules and Guidelines are available for review online at www.achrulesonline.org.  ProPay is a Payment Card Industry (“PCI”) level 1 service provider and is qualified to handle Cardholder data (i.e., information associated with a Card, such as account number, expiration date, and CVV2) in connection with the Services. ProPay will comply with the Payment Card Industry Data Security Standards (“PCI DSS”) to the extent ProPay possesses or otherwise stores, processes, or transmits Cardholder data on your behalf. If you possess or otherwise store, process, or transmit Cardholder data, then you must comply with PCI DSS.

3.2 COMPLIANCE WITH LAWS AND POLICIES

You further agree to comply with applicable federal, state, and local laws, rules, and regulations (collectively, "Laws"). You also agree to the terms of the Privacy Policy, High Risk/Acceptable Use Policy, and other policies as applicable found at https://www.propay.com/en-US/legal/("Policies"). You will assist us if we are required to ascertain your compliance with any Rules, Laws, PCI DSS, or Policies. We may, within our sole discretion, suspend the Services for a reasonable period of time required to investigate suspicious or unusual activity, and we shall have no liability for any losses you may attribute to any suspension of funds disbursement. We may reverse Card transactions we deem to violate this agreement, the Laws, Rules, PCI DSS, or Policies, and you agree to reimburse us for any such reversal. If any terms of this agreement conflict with the Rules, including PCI DSS, the Rules will govern.

3.3 THIRD PARTY SERVICE PROVIDERS

You may be using special services or software provided by a third party to assist you in processing transactions, including authorizations and settlements, or accounting functions. You must make sure that such third parties comply with the Rules (including PCI DSS) and Laws. You must notify Partner Provider if you use third party service providers. If there is unauthorized access to Cardholder data in the possession of you or your agents, you must immediately notify Partner Provider and cooperate with us regarding reasonable requests for information regarding the compromise.

3.4 PROHIBITED PRACTICES

You will not present for processing or credit, directly or indirectly, any transaction not originated as a result of a Card transaction directly between you and a Cardholder or any transaction you know or should know to be fraudulent or not authorized by the Cardholder. We will refer perpetrators of fraudulent transactions, in our discretion, to the appropriate law enforcement agency. You must not honor any Card that is expired or listed on a current Electronic Warning Bulletin file, regardless of whether authorization has been obtained. You must not request an ACH transfer that violates the Rules or Laws. You agree not to initiate any ACH debits or credits to or from a savings account, or a foreign bank or the branch of a foreign bank in a U.S. territory. The term foreign bank does not include: (i) A U.S. agency or branch of a foreign bank; and (ii) An insured bank organized under the laws of a U.S. territory. You may not split transactions into multiple Card transactions except where: (a) partial payment is entered on the transaction record and the balance of the transaction amount is paid in cash or by check at the time of transaction; or, (b) the amount represents an advance deposit in a Card transaction completed in accordance with this agreement and the Rules. You will not use the Services to accept amounts representing the refinancing of an existing uncollectible obligation, debt, or dishonored check of a Cardholder. You may not process transactions for, receive payments on behalf of, or (unless required by Law) redirect payments to a third party. You must not use the Service for high risk transactions or illegal activities, as per the Policies.

3.5 USE OF TRADEMARKS

The Card Brands are the sole and exclusive owners of their marks and your use of their marks must comply with the Rules. We are the sole and exclusive owner of our marks and your use of our marks will fully comply with our policies and instructions. At any time we may prohibit your use of the marks or require changes to your use of the marks as we deem necessary or appropriate. Your right to use our marks and the Card Brand marks will cease upon termination of this agreement and you agree not to contest the ownership of the marks for any reason.

4. ACCEPTING PAYMENT

4.1 CARD ACCEPTANCE

You will honor, without discrimination, any valid Card properly tendered by a person asserting to be the person in whose name the Card is issued (“Cardholder”). Terms specific to American Express cards are set forth in section 5. You may elect not to accept Visa and/or MasterCard branded debit cards, but you must provide ProPay with prior written notice of such election. You will properly disclose to the Cardholder, at the time of the Card transaction, your name, return policy, and other limitations you may have on accepting returned merchandise. Your refund polices for purchases made with a Card must be at least as favorable as your refund policy for purchases made with any other form of payment. Our name will appear in conjunction with your name on Cardholders’ statements. You will not accept any payments from a Cardholder relating to previous charges for merchandise or services, and if you receive such payments, you will promptly remit them to us.

4.2 REQUEST AT TIME OF PAYMENT

When accepting payment you will request the Card expiration date and ZIP code or postal code from the Cardholder's billing address. It is also highly recommended that you obtain the security code from each Card, but you must not store this information permanently.

4.3 CARD AUTHORIZATION

No later than 72 hours from the time you initiate a transaction, but prior to completing it, you will request an authorization for the transaction using equipment meeting specifications determined by ProPay. This authorization request must include your name and account identifier, the Card expiration date, the ZIP code of the customer’s billing address, and the total amount of the transaction, including taxes.  ProPay may also require additional information in your request, such as: (a) CVV2 code or the equivalent; (b) a brief description of the goods or services involved; (c) the transaction authorization number; and, (d) if applicable, adjacent to the signature line, a notation that all sales are final. When authorization is obtained, you will be deemed to warrant the identity of the customer as the Cardholder.  Authorizations are not a guarantee of acceptance or payment of a transaction and do not waive any provision of this agreement, or otherwise validate a fraudulent transaction or a transaction involving the use of an expired Card.  We may refuse to authorize any transaction.

4.4 SALES TRANSMITTALS

You will retain a copy of the sales transmittal for the completed transaction in accordance with the Rules for 25 months or such longer period as the Rules may require. Within three business days of our request, you will produce copies of sales transmittals and other transaction evidence, otherwise ProPay will have chargeback rights with respect to such transactions.

4.5 RECURRING TRANSACTIONS

You must obtain the Cardholder’s prior written consent for recurring transactions, including a description of the product and the frequency and duration of the recurring charge, and notify the Cardholder that he or she may cancel recurring billing charges at any time. You must retain evidence of such written consent for 24 months from the date you submit the last recurring billing charge. You will honor any Cardholder cancellation, and if this agreement is terminated for any reason, you will, at your own cost, advise all Cardholders to whom you submit recurring billing charges that you no longer accept the Card for amounts owed.

4.6 ACH PROCESSING

To enable you to make and accept ACH payments, you authorize us to originate credit or debit records for the purpose of a funds transfer (“Entries”) into the ACH network. We will use reasonable efforts to originate Entries on your behalf in accordance with this agreement. You must only submit Entries for bona fide transactions with your customers made in the ordinary course of business in accordance with this agreement, the Rules, and Laws. You shall obtain and maintain appropriate authorizations in accordance with the Rules from each of your customers for each ACH transaction. All disputes between you and any of your customers relating to any ACH transaction must be resolved between you and that customer. If ProPay receives any notice of an ACH dispute or NACHA inquiry, we will forward such notice directly to you. ProPay bears no financial responsibility for any disputed transaction. You must maintain an unauthorized return rate, as described in the NACHA Regulations, below 0.5% of originating debits.

5. AMERICAN EXPRESS

Important Note: The following sections apply only if you accept American Express Cards. If there is a conflict between any of the following sections and any other section of this agreement as it applies to American Express Cards, the following sections will govern.

5.1 CUSTOMER SERVICE INFORMATION

You must maintain customer service information that is readily available for review by American Express Cardholders transacting with you. The customer service information should provide clear instructions on how to contact you, including an active customer service email address and telephone number.

5.2 THIRD-PARTY BENEFICIARY.

You understand and covenant that you are not a third-party beneficiary under our agreement with American Express, including all schedules and exhibits, or the American Express Rules. You acknowledge and agree that American Express is a third-party beneficiary under this agreement between you and ProPay. This means American Express has the right, but not the obligation, to enforce the terms of this agreement against you.

5.3 AUTHORIZATIONS

You authorize us to submit American Express Card transactions to, and receive payment from, American Express on your behalf. You authorize us to disclose Card transaction data and data about you to American Express, its affiliates, agents, subcontractors, and employees, and further authorize these entities to use such information to perform services, operate and promote the American Express network, perform analytics and create reports, and for any other lawful business purpose, including as described in the American Express Rules. You authorize American Express to use your name, address, and website address in any media. 

5.4 AMERICAN EXPRESS ARBITRATION

Any dispute between you and American Express shall be resolved on an individual (not class) basis by binding arbitration in accordance with the rules of the American Arbitration Association or JAMS. You will be responsible for paying your share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees you would have incurred if you had brought a claim in court. American Express will be responsible for any additional arbitration fees. American Express will not elect arbitration for any claim you properly file in a small claims court so long as such claim is pending only in that court.

6. DISPUTES

6.1 YOUR DUTY TO MONITOR

ProPay will not, and has no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which funds are transferred. We assume no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until we receive appropriate and timely notice by you of the unauthorized transfer requests. You must promptly and consistently inspect your transaction history.  Immediately report any possible errors.

6.2 DISPUTES, INQUIRIES, AND CHARGEBACKS

All disputes between you and any of your customers relating to any ACH transaction must be resolved between you and that customer. If ProPay receives any notice of an ACH dispute or NACHA inquiry, we will forward such notice directly to you. Working with Provider Partner, we will handle Card Brand inquiries about your card transactions, in addition to disputes between you and a customer involving card payment transactions. Based on customer disputes we may reverse Card transactions (“chargebacks”), and we will offset the value of such chargebacks from monies owed to you. You must not reenter or reprocess any Card transaction that has been charged back, but instead allow the chargeback process to proceed to its conclusion as described in each Card Brand’s Rules. If you disagree with a chargeback, you may request a chargeback reversal within the applicable Card Brand’s timeline in its Rules. "Excessive Activity" means: chargebacks in excess of .50% of the transaction ratio of your Card transactions; or, chargebacks in excess of .50% of the transaction ratio of the dollar amount of your Card transactions; or, returns in excess of 3% of the transaction ratio of your Card transactions; or, denied transactions in excess of 5% of the transaction ratio of your Card transactions. The existence of Excessive Activity will be a breach of this agreement and may result in action as we deem necessary, including, but not limited to, termination or suspension of processing privileges or creation or maintenance of a reserve. We may revoke or reverse any credit given to you where: (i) the Card transaction was not made in compliance with this agreement and the Laws, Rules, and Policies; (ii) the Cardholder disputes liability to us for any reason, including but not limited to those chargeback rights enumerated in the Rules; (iii) the Card transaction was not directly between you and the Cardholder; or (iv) a deposit to you was made erroneously.

6.3 REFUND CREDITS

You will not submit a credit relating to any Card transaction not originally submitted to us, nor will you submit a credit that exceeds the amount of the original Card transaction.

7. CONFIDENTIALITY & DATA SECURITY

7.1 CONFIDENTIALITY

You must retain in strictest confidence all information and data belonging to or relating to our business, and will safeguard such information and data by using the same degree of care, but no less than a reasonable amount of care, that you use to protect your own confidential information.

7.2 DATA SECURITY

You must keep secure all systems and media containing account, Cardholder, or transaction information (physical or electronic) and destroy in a manner that will render the data unreadable all such media that is no longer necessary or appropriate to store. If you store Cardholder account numbers, expiration dates, and other personal Cardholder data in a database, you must follow Card Brand guidelines on securing such data. You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. You shall maintain industry "best practices" regarding continuity procedures and systems to ensure security of Cardholder account information in the event of a disruption, disaster, or failure of your respective data storage system and/or facility. You agree to display your consumer privacy policy on your website as well as your security method for transmission of Cardholder data.

8. FEES, TAXES & IRS REPORTING

8.1 FEES

Fees for the Services are set out in a fee schedule provided to you by Provider Partner.

8.2 DEPOSIT OF FUNDS TO MERCHANT POOL ACCOUNT

Our sponsor banks will deposit to the non-interest bearing pooled account titled in the name of our sponsor bank for the benefit of all ProPay merchants (“Merchant Pool Account”) all amounts of Card and ACH transactions complying with the terms of this agreement and the Rules. We will instruct our sponsor bank to move funds owed to you from the Merchant Pool Account to an account you designate with Provider Partner.

8.3 ELECTRONIC FUNDS TRANSFER AGREEMENT

You authorize ProPay to initiate, process, transmit, and settle through our sponsor bank ACH debits or credits to the account you specify with Provider Partner (“Designated Account”). Your authorization will remain in effect after termination of this agreement and until ProPay has received written notice terminating this authorization and all your obligations to ProPay have been paid in full.  You irrevocably authorize us to immediately debit the Designated Account for the amounts of any chargebacks, ACH returns, fines, losses, and costs we may incur because of your use of the Services. You may change the Designated Account, but no more than once every 90 days, and must promptly notify Provider Partner of any changes.

8.4 RESERVE

ProPay may, in its reasonable discretion, establish a reserve if it believes there is a risk of potential chargebacks, returns, or any other risk or liability associated with your use of the Services or to ensure current or future payment owed to ProPay.  We will provide you with notice of the reserve and the terms of the reserve. ProPay may require that a certain portion of your transaction proceeds be held by us in reserve for a certain period of time, or that you make a lump sum payment for the reserve. ProPay may change the terms of the reserve at any time by providing you with notice of the new terms. ProPay has the right to use your funds in the Merchant Pool Account or funds otherwise owed to you to establish, increase, or maintain funds in reserve.  We may hold a reserve as long as we deem necessary to mitigate risks associated with your transactions. You understand and agree that if you are required to establish a reserve, you have an obligation under this agreement to maintain at all times the balance in the reserve set by ProPay.  ProPay may, without notice, apply funds designated as reserves against any outstanding amounts owed to us under this agreement.  ProPay may also debit the reserve to exercise its rights under this agreement to collect any amounts due to us including, without limitation, rights of set-off and recoupment. You agree that you are liable for all obligations associated with your use of the Services even after the release of any reserve. You will not be entitled to a return of any sums remaining in reserve for up to 270 days following termination of your use of the Services.

8.5 ADJUSTMENTS

All transactions and deposits are subject to our audit and final verification, and may be adjusted for inaccuracies.  All credits provided to you are provisional and subject to chargebacks and adjustments in accordance with the Rules, whether or not a transaction is charged back by the Card issuer.

8.6 TAXES & IRS REPORTING

To comply with IRS 1099-K reporting requirements, we may be required to file a form 1099-K with the U.S. Internal Revenue Service (IRS). We may collect federal backup withholding upon transaction settlement, on behalf of the IRS, from you if you do not supply your legal name, SSN or EIN, or if you fail to respond to a request from us to verify the same.

9. YOUR WARRANTIES & INDEMNIFICATION

9.1 REPRESENTATIONS AND WARRANTIES

You represent and warrant to us: (1) that all information you submit to us relating to your application to use and continued use of the Services is correct, complete, and fully describes and details the nature, type, and scope of the business in which you are engaged; (2) that you are at least 18 years of age; (3) that, if an individual account, you are a sole proprietorship validly existing in the United States or its territories, and if an entity, that the entity was validly formed, registered and is in good standing in at least one of the fifty United States or its territories; (4) that you have never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, and if so, you have disclosed this to us or to Partner Provider; and (5) that all transactions are bona fide and no transaction involves the use of a Card for any purpose other than the purchase of goods or services from you and does not involve a Cardholder obtaining cash from you unless allowed by the Rules and agreed in writing with us.

9.2 INDEMNIFICATION

You agree to indemnify, defend, and hold us harmless for and from any and all loss, cost, expense, claim, damage, and liability (including attorneys' fees and costs, and collections costs) paid or incurred by us and arising from, caused by, or attributable to, any of the following: (1) any of your acts or omissions with respect to your use of the Services; (2) acting any Card transaction processed under this agreement, (3) any breach by you of this agreement; (4) willful misconduct, fraud, intentional tort or negligence by you or that of your employees, agents or representatives; (5) action by us exercising any right we have under this agreement, Laws, Rules, or Policies.

10. PROPAY’S LIABILITY & DISCLAIMER OF WARRANTIES

10.1 LIMITATION OF LIABILITY

Any liability we have to you under this agreement, whatever the basis of the liability, will not exceed in the aggregate the amount of $5,000. In no event will we be liable for indirect, special, or consequential damages.

10.2 DISCLAIMER OF WARRANTIES

The Services are provided “AS IS” and “AS AVAILABLE.” We make no warranty, express or implied, regarding the Services, and nothing contained in this agreement will constitute such a warranty. To the extent allowed by Law, we disclaim all implied warranties and conditions, express, implied or statutory, including without limitation those of merchantability and fitness for a particular purpose, the implied warranties of title and/or non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. Each party acknowledges that it has not entered into this agreement in reliance upon any warranty or representation except those specifically set forth herein.

11. SECURITY INTEREST & BANKRUPTCY

This agreement will constitute a security agreement under the Uniform Commercial Code wherein you grant to us a security interest in and lien upon: (a) all funds representing amounts owing you under this agreement at any time in the Merchant Pool Account, regardless of the source of such funds; (b) all funds at any time in reserve, regardless of the source of such funds; (c) present and future Card transactions; (d) any amount which may be due to you under this agreement, including, without limitation all rights to receive any payments or credits under this agreement; and (e) upon our request, any other security to secure your obligations under this agreement. (collectively, the "Secured Assets"). You agree to execute financing statements or other documents to evidence this security interest. These security interests and liens will secure all of your obligations under this agreement and any other agreements now existing or later entered into between you and us and we will have all rights afforded under the Uniform Commercial Code, any other applicable law, and in equity. We may exercise this security interest without notice or demand by making an immediate withdrawal or freezing of your Secured Assets. You represent and warrant that no other person or entity has a security interest in the Secured Assets and you agree to obtain from us written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment and as such, we are not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, you agree not to contest or object to any motion for relief from the automatic stay filed by us.

12. GOVERNING LAW, JURISDICTION, WAIVER OF JURY TRIAL

This agreement will be governed by and construed in accordance with the laws of Utah except where federal law is applicable. You agree that all performances and transactions under this agreement will be deemed to have occurred in Utah and that your entry into and performance of this agreement will be deemed to be the transaction of business within the state of Utah.  You agree that the exclusive jurisdiction and venue for any disputes hereunder shall be an appropriate court located in Salt Lake County, Utah. You and we waive any right to trial by jury in any action concerning any rights or disputes under this agreement.

13. MISCELLANEOUS

13.1 AGENCY RELATIONSHIP

You authorize us with respect to the Services to act as your agent for the limited purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits ProPay to generate an electronic funds transfer to process each payment transaction. This authorization will continue until this agreement is terminated. You agree that ProPay’s receipt of transaction proceeds satisfies your customers’ obligations to you.

13.2 FORCE MAJEURE

No party will be liable to the other party for any failure or delay in its performance of this agreement if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party.

13.3 SEVERABILITY AND WAIVER

If any provision of this agreement is held invalid, illegal, void, or unenforceable by reason of any judicial decision, all other provisions of this agreement shall nevertheless remain in full force and effect. No course of dealing, delay, or failure to enforce any provision or exercise any right under this agreement by us shall be construed as a waiver or estoppel of such provision or right, nor shall it amend this agreement or affect the validity of this agreement or curtail our ability to enforce such provision or exercise such right in the future. All waivers must be in writing and signed by us.

13.4 RIGHTS AND REMEDIES CUMULATIVE

The rights conferred upon us in this agreement are not intended to be exclusive of each other or of any other rights and remedies we have under this agreement, at law, or in equity. Rather, each right we have at law or in equity will be cumulative and concurrent and in addition to every other right.

13.5 ENTIRE AGREEMENT

This agreement, including, Policies, the Rules, and any amendment or supplement to this agreement or other referenced agreements, all of which are incorporated into this agreement, constitutes the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this agreement.

13.6 CONSTRUCTION

The headings used in this agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

13.7 ASSIGNABILITY

This agreement may be assigned by us, but may not be assigned by you without our prior written consent.

13.8 AMENDMENTS

You are bound by this agreement as it may be amended or revised at any time upon notice to you. It is your sole responsibility to review and maintain familiarity with the agreement, Rules, Law and Policies. If you do not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, you shall provide written notice to Provider Partner. If you do not agree to the terms of the amendment, your right to use the Services will be terminated.

13.9 CONSENT TO DO BUSINESS ELECTRONICALLY, ELECTRONIC SIGNATURE, COMMUNICATION, AND NOTICES

You consent to do business electronically, which means that you agree that all ProPay agreements and Policies, including amendments thereto and documents referenced therein, as well as any notices, instructions, or any other communications regarding transactions and your agreements with ProPay (all of which are referred to herein as the "Communications") may be presented, delivered, stored, retrieved, and transmitted electronically. You must keep Provider Partner informed of any change in your electronic or mailing address or other contact information.  Your electronic signature, including, without limitation clicking “Agree and Continue” or an action of similar meaning or significance, shall be the legal equivalent of your manual signature. You may withdraw your consent to doing business under the ProPay agreements and policies electronically at any time by contacting Provider Partner and withdrawing your consent to transact business electronically. If you do so, this agreement will be terminated. However, any Communications or transactions between us before your withdrawal of such consent, will be valid and binding. Any written notice to us must be sent to: ProPay, Inc., 3400 N Ashton Blvd, Suite 200, Lehi, UT 84043, and if to you: to the last address shown on Provider Partner’s records.

13.10 TERMINATION

We may terminate the agreement at its sole and absolute discretion, effective immediately, upon written, electronic, or oral notice to you.