User agreement last updated on September 4, 2020

Welcome to Facepay!

By accepting the contract terms as a part of the online setup process by clicking “I ACCEPT” button or by otherwise signing up for an account, accessing or using the Service, I am accepting this contract and liability on behalf of the business I represent and agree to be bound by the following terms and conditions in this legal agreement (this “Agreement”) between my business and any business I represent (collectively, “me” or “my” or “myself” or “I” or the “Customer”) and Facepay Inc., (“Facepay” or “they”, or “them” or “their”), governing my use of Facepay’s online service and any related software my business may use on our computer (the “Service”), Facepay’s Privacy Policy, Acceptable Use Policy, Electronic Communications Delivery Policy and any other legal notices, conditions or guidelines provided by Facepay related to the use of the Service, which may be posted and updated from time to time.

This service agreement supersedes any and all prior Facepay service agreements that I as the customer may have signed. The Privacy Policy, Terms of Use, Public Review and Comments Policy and all other guidelines or notices are hereby incorporated into this Agreement by this reference. In the event of any inconsistency between any term or condition in the comprising documents, these terms and conditions will control. If I am entering into this Agreement, I represent that I am authorized to accept the terms of this Agreement on behalf of the organization I represent. If I do not have such authority, or if I do not agree with the terms and conditions of this Agreement, I must not click on the “I ACCEPT” button and must close the electronic contract, and my organization may not use the Service.

Some terms have specific definitions in the ‘Definitions’ section.

Facepay may amend this Agreement at any time by posting a revised version on their website. The revised version will be effective at the time they post it. If the revised version includes changes that reduce my organization’s rights or increase my organization’s responsibilities, Facepay may provide me with notice regarding these changes via email. Facepay reserves the right to amend this agreement at any time without notice, subject to applicable law. By using Facepay’s services after any changes to this user agreement become effective, my organization agrees to abide and be bound by those changes. If my organization does not agree with any changes to this user agreement, I may close my account.

[For Users of the Facepay Services Prior to [September 1, 2020]

Beginning [September 1, 2020], all new subscriptions of the Facepay Services will be subject to the terms and conditions contained in this Agreement. All use of the Facepay Services prior to [September 1, 2020], and any subscriptions to the Facepay Services that were effective prior to [September 1, 2020], will be subject to the original Terms of Use until further notice or until you accept the terms and conditions contained in this Agreement. Please reach out to us at [email protected] if you have any questions or concerns about which terms and conditions apply to your subscription.]

---

 

Acceptable Use Policy

My organization is responsible for complying with all applicable laws in all of my actions related to my use of Facepay's services. My organization and all its employees must strictly adhere to the terms of this Acceptable Use Policy.

Prohibited Activities

My organization may not use the Facepay service for activities that:

1. violate any law, statute, ordinance or regulation.
2. relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) money laundering activities or cryptocurrency, (g) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (h) items that are considered obscene, (i) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (j) certain sexually oriented materials or services, (k) ammunition, firearms, or certain firearm parts or accessories, or (l) certain weapons or knives regulated under applicable law.
3. relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment facilitators to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (h)involve currency exchanges or check cashing businesses, (i) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (k) involve offering or receiving payments for the purpose of bribery or corruption.
4. involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

 

Accounts

Facepay accounts are for organizations of the following business types:

• Personal
• Sole Proprietorship
• Limited Liability Company (LLC) or Corporation
• Limited Liability Partnership (LLP) or Partnership
• Trust or Charity

With a Facepay account, my organization will be able to:

• Eliminate credit card fees by converting my customers to direct debit.
• Receive payments from my customers without any payment processing fees.
• Get paid for my services without having to wait for my customers to do the job.

Opening an Account

To be eligible to create an Account on behalf of my organization, I must be a resident of the United States or one of its territories, be at least 18 years old or the age of majority in my state of residence, represent a business, create a user login, and use a cellular/wireless telephone number that I own.

For security purposes, Facepay uses secure login services from Auth0. I am required to use my login account credentials for my organization’s Facepay sign-up and login.

Keep confidential the login account credentials used to access my Account and Facepay Services. I must also keep my phone number, email address and other contact information current in my organization’s Account profile.

Closing my Account

I may close my organization’s Account and terminate my relationship with Facepay without cost, but my organization will remain liable for all obligations related to my Account even after the Account is closed.

In certain cases, I may not close my organization’s Account, including:

• To evade an investigation.
• If I have an open dispute or claim.
• If I have an unsettled transfer.

 

Connecting a Bank Account to My Account

In order to receive payments through my organization’s Account, I must connect to a bank account. Facepay works with their partners Dwolla, as a payment facilitator, and Plaid, for bank account automation.

In order to use the payment functionality of the Facepay Services, I will open a "Dwolla Platform" account provided by Dwolla, Inc. and accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. My organization authorizes Facepay to collect and share with Dwolla my personal information including full name, date of birth, social security number, physical address, email address and financial information, and I am responsible for the accuracy and completeness of that data. I understand that I will access and manage my organization’s Dwolla account through Facepay’s application, and Dwolla account notifications will be sent by Facepay not Dwolla. Facepay will provide customer support for my Dwolla account activity, and can be reached at www.facepay.io, [email protected] and/or (408) 204-5197.

I can disconnect a U.S. bank account from my organization’s Account at any time by directly contacting Facepay customer service or my Facepay business.

 

Required identifying information

Facepay must verify required identifying information I provide to them as an authorized representative of my organization with Know Your Customer (KYC) procedures to assess and monitor customer risk. These procedures are also a legal requirement to comply with anti-money laundering (AML) laws. The required identifying information is: name, phone number, email, business name, physical address, date of birth, and social security. If I am a sole proprietor, I am required to enter my employer identification number (EIN) and business classification code.

To ensure my success as a business, Facepay requires the following materials from me to maximize customer engagement and adoption:

1. My organization’s logo and my common business name, to confirm and update from what was initially submitted for Know Your Customer verification.
2. A minimum of 1 person on my staff must attend a 1-hour training with Facepay’s success team. Facepay will reach out to me to schedule this.
3. Facepay has standard email and text templates for all new organizations. Either 1) my organization supplies Facepay with a customer list comprised of emails and cell phone numbers to contact on my behalf or 2) my organization sends the promotion to my customers within 7 days of receiving my welcome kit.
4. My organization’s placement of Facepay signage through my place of business including, but not limited to, counter cards, window decals, and incentive signs. Facepay holds the right to share any examples or illustrations of my organization’s use of Facepay signage and marketing for their social media.
5. While it is not required, Facepay strongly recommends I become part of their mission to eliminate credit card fees for small businesses by signing their petition at change.org and joining their Facebook group.

 

Receiving Payment from My Customers

In order to charge and automatically receive payments from My Organization’s Customers through Facepay Services, My Customers must be connected to my Account. To connect My Customers to My Account, I need to invite My Customers to participate in Facepay for My organization by using Customer Invitations, which are solely provided by Facepay, and accessible when I log into my Account. I can send My Customers a text invitation or have them scan a QR code. My Customers need to accept my organization’s invitation, verify their identity with their login account, and authorize their preferred payment method.

THE DECISION TO CONNECT TO MY ACCOUNT IS AT THE SOLE DISCRETION OF MY ORGANIZATION’S CUSTOMERS. FACEPAY DOES NOT WARRANT THAT EVERY CUSTOMER INVITATION I SEND WILL BE ACCEPTED BY MY CUSTOMERS. HOWEVER, FOR CUSTOMERS WHOM I HAVE SENT INVITES TO, BUT HAVE NOT ACCEPTED MY INVITATION, I CAN REMIND THEM TO PARTICIPATE WITH FACEPAY’S INVITATION REMINDER FEATURE FREE OF CHARGE.

Charging My Customers for My services

When my organization charges My Customers an amount via My Account, that specified amount will automatically be transferred from their funding source and deposited into the U.S. bank account connected to my organization’s Account by way of a clearing process with Facepay’s partner Dwolla and may involve an intermediary account to facilitate the transfer. Facepay acts as a payment facilitator and does not hold nor transmit funds. My Customers will also receive a receipt to review the amount and have the option to open a dispute if they have any issues with the transaction.

MY ORGANIZATION’S CUSTOMERS SHOULD CONFIRM THAT THEIR BANK ACCOUNT CONTAINS FUNDS SUFFICIENT TO COVER ANY PAYMENTS, IF FUNDED BY THEIR BANK ACCOUNT, TO AVOID OVERDRAFT OR OTHER FEES THEIR FINANCIAL INSTITUTION MAY CHARGE.

I can cancel a charge before 4PM central time the same day; otherwise the charge will be cancelled on the next business day.

MY ORGANIZATION AND MY CUSTOMERS ARE SOLELY RESPONSIBLE FOR MAKING SURE MY SERVICES ARE COMPLETED BEFORE CHARGES FOR PAYMENT ARE MADE. FACEPAY IS NOT LIABLE FOR ANY DAMAGES, FEES, OR LOSSES THAT MAY BE INCURRED SHOULD I CHOOSE TO DO OTHERWISE. I SHOULD ALSO MAKE SURE I AM CHARGING THE RIGHT CUSTOMER AND CONFIRM THAT THE AMOUNT I AM CHARGING IS CORRECT.

Disputes regarding payment transactions

In general, my organization accepts responsibility to remediate disputes with my customers directly. This is the liability my organization assumes by taking on the assumption of risk.

In the event My Customer files a dispute for an automatic payment they made to my organization’s charge for payment, my organization is responsible for resolving any disputes that my organization may have with My Customer that may arise from the payment transaction. If my organization has exhausted all options for resolving a dispute with My Customer, I may choose to contact Facepay customer service explaining the situation. Facepay will make reasonable efforts to ensure my problem is processed in a timely manner.

Limits

For my safety and My Customers’, Facepay may, at their discretion, impose limits on the amount and/or the number of times my organization may charge My Customers. I can view limits by contacting Facepay.

Additional limits may be imposed from time to time at Facepay’s sole discretion

Reviews conducted on charges for payment

When Facepay identifies a potentially high-risk charge for payment from a business to a customer, they review the transaction more closely before allowing it to proceed. This process may take up to 3-5 Business Days.

 

Term

Unless otherwise agreed by Facepay, this Agreement will be in force for a term of twelve (12) months (“Initial Term”) beginning on the start date of my subscription for the Service. Upon completion of the Initial Term, this Agreement will AUTOMATICALLY RENEW on an annual basis (“Renewal Term”). The 12-month contract will be paid monthly. As part of Facepay’s guarantee, Facepay will not begin billing my organization until I save the same amount in credit card fees. They calculate this as total purchases in the month multiplied by 3.0%. I may cancel at any time under settings. At the end of that notice period, my organization will cease to have access to the Facepay Service. Accounts cannot be reinstated for the privacy and security of myself and my customers.

Termination

Any breach of my payment obligations or unauthorized use of the Facepay Technology, Content or Service, or Breach of the Public Review Policy (defined below) will be deemed a material breach of this Agreement. Facepay, in their sole discretion, may terminate my password, account or use of the Service if anyone in my organization breaches or otherwise fails to comply with this Agreement. In addition to any other rights granted to Facepay herein, Facepay reserves the right to suspend or terminate this Agreement and my access to the Service if my account becomes delinquent, if I violate the Facepay Public Review and Comment Policy, the Facepay Terms of Use, or otherwise engage in fraudulent or unlawful activities. In addition, Facepay may terminate an account before it reaches the point at which it incurs fees at any time in its sole discretion. I agree and acknowledge that Facepay has no obligation to retain Customer Data (as defined herein) and may delete such Customer Data upon termination of this Agreement or cancellation of my Account. Facepay may modify, replace, refuse access to, suspend or discontinue the Facepay Services, partially or entirely, or add, change and modify prices for all or part of the Facepay Services for me or for all users at any time and in Facepay’s sole discretion. Facepay will no longer charge me subscription fees for future months if my account is diminished or if they discontinue my access.

Billing & Pricing

Facepay charges and collects in advance for use of the Service. Facepay charges a monthly subscription fee of $99/mo payable on the 1st of the month following your first full month of service. Facepay charges and collects in advance for the monthly use of the Facepay Services. No refunds will be available for fees my organization has paid. Facepay will automatically renew and bill my business debit account on file. I expressly agree that Facepay is authorized to store my business debit account and to charge my organization (i) a recurring monthly fee for any applicable Service billed on a monthly basis automatically, (ii) any other fees for the Service I may purchase, and (iii) any applicable taxes in connection with my use of the Service to the payment account I provide and to reimburse Facepay for all collection costs and interest for any overdue amounts. If the payment account I provide expires and my organization does not provide new payment account information or cancel my account, I authorize Facepay to continue billing me for all fees associated with the remaining duration of my service agreement and my organization agrees to remain responsible for any uncollected fees. If my account expires or Facepay cannot collect the fees for any reason, I have 30 days to provide a new valid business debit account for them to charge. If I do not provide new card information within 30 days, Facepay will suspend the Services and will only reinstate them once my organization pays Facepay what I owe plus interest which will accrue at a rate of 1.5% per month. We reserve the right to update your paymemnt terms in writing for excessive financial transactions.

The renewal charge will be equal to the then-current license fee in effect at the time of renewal. The pricing during any automatic Renewal Term will renew at the then current rate and Facepay will give my organization notice of a pricing increase at least thirty (30) days before the end of that prior Term, in which case the pricing increase will be effective upon Renewal and thereafter in the new Term. My organization may be allowed space and a monthly bandwidth allowance. This allowance varies depending on the hosting package I purchase. Should my account pass the allocated amount, Facepay reserves the right to suspend the account until the start of the next allocation, suspend the account until more bandwidth is purchased at an additional fee, suspend the amount until I upgrade to a higher level package, terminate the account or charge me an additional fee for the overages. Unused bandwidth in one month cannot be carried over the next month.

Fees for other services will be charged on an as-quoted basis.

Taxes

Unless otherwise stated, the Facepay fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction, plus interest, penalty and additions thereon (collectively, “Taxes”). My organization is responsible for paying all Taxes applicable to my purchase or use of Facepay products or services. If Facepay has the legal obligation to pay or collect Taxes (or an amount in respect of Taxes) for which my organization is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by my organization, unless I provide Facepay with a valid tax exemption certificate authorized by the appropriate taxing authority. Facepay is responsible solely for taxes based on their income.

Account Statements

I have the right to receive an account statement showing my Account activity. I may view my Account statement by logging into my Account.

 

Refunds, Reversals and Chargebacks

Payments that are invalidated and reversed

Payments may be invalidated and reversed by Facepay if, among other reasons, Facepay sent the payment to me in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, or if the payment was for activities that violated this user agreement or any other agreement with Facepay.

If a payment to me is later invalidated for any reason, my organization or My Customer may be liable to Facepay for the full amount of the payment and Facepay may recover the amount of the payment (plus any fees) from my organization. Facepay may recover the amount of the payment from either my organization or My Customer of an invalidated payment in their discretion (subject to applicable law). For example, if I charged My Customers an amount and their payment is funded by a bank account and the bank informs Facepay it cannot cover the payment due to a lack of funds or a dispute, Facepay may hold My Customers liable for the payment, or if I were the recipient of that payment, Facepay may reverse that payment from my account to cover the liability.

When recovering the amount of an invalidated payment from my organization, Facepay may apply any money sent to me on Facepay, request that I add money to my account for the amount of the payment and apply that money to amounts owed, and/or Facepay may:

• engage in collection efforts to recover such amounts from my organization;
• take any or all action as outlined under Amounts Owed to Facepay; and
• place a limitation or take other action on my Account as outlined under Restricted Activities and Holds and Limitations.

If Facepay invalidates a payment from My Customer because the card issuer or originating bank declined or reversed the transaction, then My Customer may be liable for the payment even if I disagree with the decision of the card issuer or originating bank to decline or reverse the payment. If my organization believes that a payment received with My Account was not previously charged for, then I must notify Facepay immediately, even if I (or someone else) dispute the transaction with the card issuer or originating bank. Please see below under the heading Reporting an Unauthorized Transaction for information about how to notify Facepay. If my organization fails to report the unauthorized activity directly to Facepay, then they may recover the amount of the reversed payment from me, as described above

If a charge is made by a customer and is cancelled or denied for any reason, Facepay reserves the right to charge back the customer for the full amount of the Dwolla fees that were charged to Facepay for that transaction.

 

Restricted Activities

In connection with my organization’s use of Facepay’s websites, my Account, the Facepay Services, or in the course of my interactions with Facepay, other customers, or third parties, I must not:

• Breach this user agreement, the Acceptable Use Policy, or any other agreement between myself and Facepay;
• Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
• Infringe Facepay’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
• Create or control more than one personal account for myself without Facepay’s express authorization, through, among other methods, using a name that is not mine, using a temporary email address or phone number, or providing any other falsified personal information;
• Act in a manner that is defamatory, trade libelous, threatening or harassing;
• Provide false, inaccurate or misleading information;
• Receive what Facepay reasonably believes to be potentially fraudulent money or payments for advertising, marketing, or otherwise on an unsolicited and unauthorized basis;
• Refuse to cooperate in an investigation or provide confirmation of my identity or any information I provide to Facepay;
• Attempt to double dip during the course of a dispute by receiving or attempting to receive money from both Facepay and the recipient of a payment, bank or card issuer for the same transaction;
• Control an account that is linked to another Account that has engaged in any of these restricted activities;
• Use the Facepay Services in a manner that results in or may result in:
• complaints;
• disputes; claims, reversals, chargebacks,
• fees, fines, penalties or other liability or losses to Facepay, other customers, third parties or myself;
• Use my Account or the Facepay Services in a manner that Facepay, Visa, Mastercard, American Express, Discover, Chase or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules, or for the purpose of earning rewards, perks, miles, points, etc. with my credit card, debit card, or bank account;
• Have any amounts owed to Facepay;
• Provide myself a cash advance from my debit card (or help others to do so);
• Access the Facepay Services from outside the United States;
• Take any action that imposes an unreasonable or disproportionately large load on Facepay’s websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by Facepay or on Facepay’s behalf or the Facepay Services;
• Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or Facepay Services;
• Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy Facepay’s websites without their prior written permission; or use any device, software or routine to bypass their robot exclusion headers;
• Interfere or disrupt or attempt to interfere with or disrupt Facepay’s websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by Facepay or on their behalf, any of the Facepay Services or other users’ use of any of the Facepay Services;
• Take any action that may cause Facepay to lose any of the services from their Internet service providers, payment facilitators, or other suppliers or service providers;
• Use the Facepay Services to test credit card or bank debit behaviors, or make excessive or unexplainable transactions;
• Circumvent any of Facepay’s policies or determinations about my Account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional Account(s) when I have amounts owed to Facepay or when my Account has been restricted, suspended or otherwise limited; opening new or additional Accounts using information that is not my own (e.g. name, address, email address, etc.); or using someone else’s Account; or
• Harass and/or threaten Facepay employees, agents, or other users.

Actions Facepay May Take if I Engage in Any Restricted Activities

If Facepay believes that my organization has engaged in any of these activities, they may take a number of actions to protect themselves, their customers and others at any time at their sole discretion. The actions they may take include, but are not limited to, the following:

• Terminate this user agreement, limit my Account, and/or close or suspend my Account, immediately and without penalty to them;
• Refuse to provide the Facepay Services to my organization in the future;
• Limit my organization’s access to my websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by Facepay or on their behalf, my Account or any of the Facepay Services, including limiting my ability to pay or send money with any of the payment methods linked to my Account, restricting my ability to send money or make bank transfers;
• Update inaccurate information I provided Facepay;
• Take legal action against my organization; or
• If I have violated Facepay’s Acceptable Use Policy, then my organization is also responsible for damages to Facepay caused by my violation of this policy.

If Facepay closes my Account or terminates my use of the Facepay Services for any reason, Facepay will provide me with notice of their actions.

My organization is responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Facepay, any customer, or a third party caused by or arising out of my breach of this agreement, and/or my use of the Facepay Services. For example, if I receive a payment and the payment is disputed, I may be liable for the payment.

 

Holds and Limitations

What are holds and limitations?

Under certain circumstances, in order to protect Facepay, their partners, and the security and integrity of the network that uses the Facepay Services, Facepay may, in their sole discretion, take account-level or transaction-level actions.

Facepay’s decision about holds and limitations may be based on confidential criteria that are essential to their management of risk and the protection of Facepay, their customers and/or service providers. Facepay may use proprietary fraud and risk modeling when assessing the risk associated with my Account. In addition, Facepay may be restricted by regulation or a governmental authority from disclosing certain information to me about such decisions. Facepay has no obligation to disclose the details of their risk management or security procedures to me.

Holds

A hold is an action that Facepay may take under certain circumstances either at the transaction level or the account level. When Facepay places a temporary hold on a transaction, the money is not available to the recipient. Facepay reviews many factors before placing a hold on a transaction, including account tenure, transaction activity, and past disputes.

Holds based on Facepay’s risk decisions

Facepay may place a hold on transactions involving my Account if, in their sole discretion, they believe that there may be a high level of risk associated with me, my Account or my transactions; or that placing such a hold is necessary to comply with state or federal regulatory requirements. Facepay makes decisions about whether to place a hold based on a number of factors, including information available to them from both internal sources and third parties.

Risk-based holds may remain in place for up to 180 days from the date the transaction was made. Facepay may release the hold earlier under certain circumstances, but any earlier release is at their sole discretion.

Account Limitations

PLEASE NOTE THAT FACEPAY DOES NOT HOLD ANY CUSTOMER FUNDS. THEY ACT AS A FACILITATOR BETWEEN MY CUSTOMERS BANK AND MY BANK FOR PAYMENTS. THEIR PARTNER VENDOR DWOLLA FACILITATES THESE TRANSACTIONS ON MY, AND THEIR, BEHALF.

Limitations are implemented to help protect Facepay and Facepay users when they notice restricted activities or activity that appears to them as unusual or suspicious.

There are several reasons why my Account could be limited, including:

• If Facepay suspects someone could be using my organization’s Account without my knowledge, they’ll limit it for my protection and look into the unusual activity.
• In order to comply with the law.
• If they reasonably believe anyone in my organization has breached this agreement or violated the Acceptable Use Policy.

I will need to resolve any issues with my account before a limitation can be removed. Normally, this is done after I provide Facepay with the information they request. However, if they reasonably believe a risk still exists after I have provided them that information, they may take action to protect them, their partners, their users, a third party, or myself from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

 

Court Orders, Regulatory Requirements or Other Legal Process

If Facepay are notified of a court order or other legal process (including garnishment or any equivalent process) affecting me, or if they otherwise believe they are required to do so in order to comply with applicable law or regulatory requirements, they may be required to take certain actions, including holding payments to my Account, placing a hold or limitation on my Account. They will decide, in their sole discretion, which action is required of them. They do not have an obligation to contest or appeal any court order or legal process involving me or my Account. When they implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than 180 days.

 

Protection from Unauthorized Transactions

To protect myself from unauthorized activity in my Account, I should regularly log into my Account and review my transaction history. Facepay will notify me of each transaction by sending an email to my primary email address on file and recording each transaction in their system so that I can review it any time whenever I log into my Account. I should review these transactions to ensure that each transaction was authorized and accurately completed.

Facepay will protect me from unauthorized activity in my Account. The following terms and conditions apply with respect to all Facepay Services. When the below protection applies, Facepay will cover me for the full amount of the unauthorized activity as long as I cooperate with them and follow the procedures described below.

What is an Unauthorized Transaction

An “Unauthorized Transaction” occurs when My Customer is charged from my Account without my authorization, which did not benefit me nor My Customer. For example, if someone steals my password, uses the password to access my Account, and charges one of My Customers a specific amount of money, an Unauthorized Transaction has occurred.

What is not considered an Unauthorized Transaction

The following are NOT considered Unauthorized Transactions:

• If I give someone access to my Account (by giving them my login information) and they use my Account without my knowledge or permission. I am responsible for transactions made in this situation.
• Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.

 

Reporting an Unauthorized Transaction

If I believe my Facepay login information has been lost or stolen, please contact Facepay customer service immediately.

Tell Facepay AT ONCE if I believe that a charge has been made without my permission using my login information or by other means, or if my Facepay-activated cell phone has been lost, stolen, or deactivated. I could lose all the transaction history and supplementary information in my Account. All transactions are subject to ACH clearing rules giving certain protections to me and my customers for error in the clearing process.

 

Error Resolution

What is an error

An “error” means the following:

• When an amount debited from My Customer’s funding source is not identical to the amount, I charged them, or when a transaction is incorrectly recorded in my Account.
• A transaction is missing from or not properly identified in my Account statement.
• Facepay makes a computational or mathematical error related to my Account.

What is not considered an error

The following are NOT considered errors:

• If I give someone access to my Account (by giving them my login information) and they use my Account without my knowledge or permission. I am responsible for transactions made in this situation.
• Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.
• I request a receipt or periodic statement documents that Facepay is required to provide to me.
• Requests for duplicate documentation or other information for tax or other recordkeeping purposes.

In case of errors or questions about transactions in my account

Contact Facepay through the “Contact” or “Contact Us” link at the bottom of each page of the Facepay website.

Notify Facepay as soon as I can if I or My Customers think the receipt of a transaction is wrong or if I need more information about a transaction. Facepay must hear from me no later than 60 days after the problem or error has occurred. Filing a chargeback or reversal with my financial institution related to a Facepay payment does not constitute notice of an error to Facepay. I must contact Facepay directly to notify them of errors. When I notify Facepay:

• Tell them my name and account number (if any).
• Describe the error or the charge I am unsure about, and explain as clearly as I can why I believe it is an error or why I need more information.
• Tell Facepay the dollar amount of the suspected error.

If I tell them orally, they may require that I send them my complaint or question in writing within 10 Business Days.

Facepay will determine whether an error occurred within 10 Business Days after they hear from me and will correct any error promptly. If they need more time, however, they may take up to 45 days to investigate my complaint or question.

Facepay will tell me the results within 3 Business Days after completing their investigation.

• If Facepay determines that there was an error, they will promptly credit the full amount of the error into My Customer’s funding source within 1 Business Day of their determination.
• If they decide that there was no error, they will send me a written explanation, and I may ask for copies of the documents that they used in their investigation.

 

Processing Errors

Facepay will rectify any processing errors that they discover. If the error results in:

• Me receiving less than the money amount that I charged My Customer for, then they will credit the bank account connected to my Account for the difference between what I should have received and what I actually received.
• Me receiving more than the money amount that I charged My Customer for, then they will debit the bank account connected to my Account for the difference between what I actually received and what I should have received.
• If Facepay does not complete a transaction on time or in the correct amount, then they will be responsible to me for my losses or damages directly caused by this failure, unless:
• through no fault of Facepay’s, I did not have enough available funds to complete the transaction;
• Facepay’s system was not working properly and I knew about the breakdown when I started the transaction; or
• the error was due to extraordinary circumstances outside Facepay’s control (such as fire, flood or loss of Internet connection), despite their reasonable precautions.

Processing errors are not:

• Delays that result from Facepay applying holds or limitations.
• Delays based on reviews conducted on suspicious charges for payment.
• My errors in making a transaction (for example, mistyping an amount of money that I am charging My Customer).

I may request documentation or information regarding my Account or transaction to determine whether an unauthorized transaction, other errors, or a remittance transfer error exists by contacting Facepay through the “Contact” or “Contact Us” link at the bottom of each page of the Facepay website.

 

Communications Between Me and Facepay

If I provide Facepay my cell phone number, I agree that they, may contact me at that number using autodialed or prerecorded message calls or text messages to: (i) service my Facepay branded accounts, (ii) investigate or prevent fraud, or (iii) collect a debt. Facepay will not use autodialed or prerecorded message calls or texts to contact me for marketing purposes unless they receive my prior express written consent. They may share my cell phone number with service providers with whom they contract to assist them with the activities listed above, but they will not share my cell phone number with third parties for their own purposes without my consent.

Facepay may communicate with me about my Account and the Facepay Services electronically as described in their Electronic Communications Delivery Policy.

Any electronic Communications will be considered to be received by me within 24 hours after the time Facepay posts it to their website or emails it to me. Any Communications sent to me by postal mail will be considered to be received by me 3 Business Days after they send it.

I understand and agree that, to the extent permitted by law, Facepay may, without further notice or warning, monitor or record telephone conversations I or anyone acting on my behalf has with Facepay or their agents for quality control and training purposes or for their own protection. I acknowledge and understand that while my communications with them may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by them, and they do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

 

Electronic Communications Delivery Policy

This policy describes how Facepay communicates with me electronically, provides additional detail about the Communications they provide me, and sets out the hardware and software I need to receive these Communications.

Electronic delivery of communications

I agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that I provide in connection with my Account ("Account") and my use of Facepay’s services. Communications include, but are not limited to:

• agreements and policies I agree to (e.g., the Facepay Terms and Conditions and the Facepay Privacy Policy), including updates to these agreements or policies; transaction receipts or confirmations;
• information related to any other Account or transaction.

Facepay will provide these Communications to me by posting them on the Facepay website and/or by emailing them to me at the primary email address listed in my Account Profile.

Email Compliance - Facepay has worked to achieve email compliance. I agree to comply with all elements of CAN-SPAM and safe sender email practices. This includes but is not limited to including unsubscribe links, my full contact information in all correspondence, and not releasing private and/or confidential information. I may only use email services for those customers with whom I have an existing business relationship, and which have indicated that they accept correspondence from me. I may not attempt to spoof sender domains, send spam or other offending email practices. Because of carrier technologies or third-party service providers, Facepay makes no expressed or implied warranty of individual message receipt. Facepay is not liable for any issues that arise associated with the content that I provide or unforeseen liabilities of it being delivered.

Text message compliance - Facepay automates text message communications, but I am responsible for ensuring that the recipients of those communications have provided prior express written consent to receive them. The prior express written consent must identify that I may be sending text messages related to my goods and services using automated technology and that My Customer affirmatively agrees to receive such messages. The prior express consent must include My Customers’ written or electronic acceptance. By inputting my customers’ cell number into the Facepay system, I am directing Facepay to automatically send text message communications to such cell phone and certifying that the user of such cell phone consents to the receipt of those messages. My organization is responsible for all liability for any failure to receive consent or failure to opt users out of the text message feature. Additionally, I may not attempt to spoof sender domains, send spam or other offending text message practices. Facepay makes no expressed or implied warranty of individual message receipt. Standard text message rates apply for all text message services. Facepay shall not be liable for any issues that arise associated with the content that I provide or unforeseen liabilities of it being delivered. I shall be solely liable to comply with applicable laws and regulations within my jurisdiction in connection with telecommunication (e.g., email and text) messages that I send to My Customers.

How to withdraw my consent

I may withdraw my consent to receive Communications electronically by writing to Facepay or by contacting them via the “Contact” or "Contact Us" link at the bottom of each page of the Facepay website. If I fail to provide or if I withdraw my consent to receive Communications electronically, Facepay reserves the right to either deny my application for an Account, restrict or deactivate my Account, close my Account, or charge my additional fees for paper copies.

Requesting paper copies of electronic Communications

If, after I consent to receive Communications electronically, I would like a paper copy of a Communication Facepay previously sent me, I may request a copy within 180 Days after the date they provided the Communication to me by contacting them as described above. Facepay will send my paper copy to me by U.S. mail. In order for them to send me paper copies, I must have a current street address on file as my “Home” address in my Account Profile. If I request paper copies, I understand and agree that Facepay may charge me a Records Request Fee for each Communication. The Records Request Fee will not be charged if I request a Form 1099-K in paper form.

Updating my contact information

It is my responsibility to keep my primary email address up to date so that Facepay can communicate with me electronically. I understand and agree that if Facepay sends me an electronic Communication, but I do not receive it because my primary email address on file is incorrect, out of date, blocked by my service provider, or I am otherwise unable to receive electronic Communications, Facepay will be deemed to have provided the Communication to me.

Please note that if I use a spam filter that blocks or re-routes emails from senders not listed in my email address book, I must add Facepay to my email address book so that I will be able to receive the Communications they send to me.

I can update my primary email address or street address at any time by logging into the Facepay website. If my email address becomes invalid such that electronic Communications sent to me by Facepay are returned, Facepay may deem my Account to be inactive, and I will not be able to transact any activity using my Account until Facepay receives a valid, working primary email address from me.

 

Facepay’s Rights

Facepay suspension and termination rights

Facepay, in their sole discretion, reserve the right to suspend or terminate this user agreement, access to or use of their websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf or some or all of the Facepay Services for any reason and at any time upon notice to me and, upon termination of this user agreement, the payment to me of any unrestricted money being held for me.

Security interest

As security for the performance of my obligations under this user agreement, I grant to us a lien on, and security interest in and to funds held in my possession.

 

Amounts owed to Facepay

Facepay may debit amounts owed to them, in whole or in part, from my organization’s connected U.S. bank account later, either by me or from payments sent to me. While my organization owes amounts to Facepay, they may:

• reverse payments I have sent;
• engage in collection and other efforts to recover such amounts from me, including, but not limited to, making attempts on my linked U.S. bank account to cover the amounts; and
• place a limitation or take other action on my Account as outlined under Restricted Activities and Holds.

If I have more than one Account, even if I have those accounts without Facepay’s authorization and in breach of this agreement, they may set off amounts owed to them in one Account against money in or money sent to the U.S. bank connected to my other Account(s). If I continue using my Account when I have amounts owed to them, I authorize them to combine amounts owed to them with any debit or transaction sent from my account.

In addition to the above, if I have a past due amount owed to Facepay, they may debit my bank account connected to my Account to pay any amounts that are past due.

IF I HAVE AMOUNTS PAST DUE, I SHOULD CONFIRM THAT MY U.S. BANK ACCOUNT CONTAINS FUNDS SUFFICIENT TO COVER ANY AMOUNTS PAST DUE. THIS WILL HELP ME AVOID OVERDRAFT OR OTHER FEES MY FINANCIAL INSTITUTION MAY CHARGE.

Insolvency proceedings

If any proceeding by or against my organization is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Facepay will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this agreement.

Assumption of rights

If Facepay invalidates and reverses a payment that My Customer made to me (either at my initiative or otherwise), I agree that Facepay assumes My Customers rights against me and third parties related to the reversed payment, and may pursue those rights directly or on My Customers behalf, in Facepay’s discretion.

No waiver

My failure to act with respect to a breach of any of my obligations under this user agreement by me or others does not waive my right to act with respect to subsequent or similar breaches.

 

Indemnification and Limitation of Liability

Indemnification

I must indemnify Facepay for actions related to my Account and my organization’s use of the Facepay Services. I agree to defend, indemnify and hold Facepay harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of my breach of this user agreement, my improper use of the Facepay Services, my violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom I grant permissions to use my Account or access Facepay’s websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf, or any of the Facepay Services on my behalf.

Limitation of liability

Facepay’s liability is limited with respect to my Account and my organization’s use of the Facepay Services. In no event shall Facepay be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with Facepay’s websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf, any of the Facepay Services, or this user agreement (however arising, including negligence), unless and to the extent prohibited by law.

Facepay’s liability to me or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, Facepay is not liable, and my organization agrees not to hold Facepay responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) my organization’s use of, or my inability to use, Facepay’s websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf, or any of the Facepay Services; (2) delays or disruptions in their websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf and any of the Facepay Services; (3) viruses or other malicious software obtained by accessing their websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf or any of the Facepay Services or any website or service linked to their websites, software or any of the Facepay Services; (4) glitches, bugs, errors, or inaccuracies of any kind in their websites, software, systems (including any networks and servers used to provide any of the Facepay Services) operated by them or on their behalf or any of the Facepay Services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to my Account; or (7) my organization’s need to modify my practices, content, or behavior, or my loss of or inability to do business, as a result of changes to this user agreement or Facepay’s policies.

 

Disclaimer of Warranty and Release

No warranty

I represent and warrant on behalf of my organization that I have the power and authority to enter into this Agreement and I have not falsely identified myself or my corporate entity, or provided any false information to gain access to the Service, and that all Bank Card and other billing information that I have provided is correct. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH ABOVE, FACEPAY IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE, CONTENT OR TECHNOLOGY, AND FACEPAY AS A STANDALONE ENTITY AND THEIR PARENT, LICENSORS, DISTRIBUTORS, PARTNERS AND AFFILIATES (COLLECTIVELY, THE “AFFILIATES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, FACEPAY, THEIR PARENT, ANY THIRD PARTIES ACTING ON THEIR BEHALF, AND THEIR AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY ME DUE TO CAUSES BEYOND FACEPAY’S OR THEIR PARENT, ANY THIRD PARTIES ACTING ON THEIR BEHALF, OR THEIR AFFILIATES’ CONTROL.

FACEPAY DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES PROVIDED BY SELLERS WHO ACCEPT FACEPAY AS A PAYMENT METHOD. FACEPAY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE FACEPAY SERVICES, AND OPERATION OF THEIR WEBSITES, SOFTWARE, OR SYSTEMS (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE FACEPAY SERVICES) OPERATED BY THEM OR ON THEIR BEHALF MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF THEIR CONTROL. FACEPAY WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, DEBIT CARDS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT THEY MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE FACEPAY SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF THEIR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO ME.

FURTHER, FACEPAY EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS MY ORGANIZATION MAY MAKE WITH PATIENTS, CONSUMERS OR SITE USERS, AND I WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS. I WILL BE SOLELY RESPONSIBLE FOR THE PROFESSIONAL AND TECHNICAL SERVICES I PROVIDE. FACEPAY HAS NO LIABILITY FOR THE CONSEQUENCES TO ME OR MY PATIENTS, CONSUMERS OR SITE USERS OF MY USE OF THE SERVICE.

FACEPAY OFFERS NO ASSURANCE THAT MY ORGANIZATION’S USE OF THE SERVICE UNDER THE TERMS OF THIS AGREEMENT WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO ME. FACEPAY AND THEIR LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICE OR THE CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF I USE THE SERVICE OR THE CONTENT OUTSIDE THE UNITED STATES OF AMERICA, I AM SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

IN ADDITION, I ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICE DOES NOT PROVIDE TAX OR LEGAL ADVICE. I AM RESPONSIBLE FOR OBTAINING SUCH ADVICE.

My Release of Facepay

If I have a dispute with any other Account holder or My Customer who is connected to my Account, I release Facepay from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release I expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which I may know or suspect to exist in my favor at the time of agreeing to this release.

 

Agreement to Arbitrate

If a dispute arises between my organization and Facepay regarding the Facepay Services or otherwise, my goal is to learn about and address my concerns. If Facepay is unable to do so to my satisfaction, they aim to provide me with a neutral and cost-effective means of resolving the dispute quickly. Disputes between me and Facepay regarding the Facepay Services may be reported to customer service.

ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS USER AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THEIR COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in the city closest to my organization’s residence having a federal district courthouse. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this user agreement including, but not limited to, any claim that all or any part of this user agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

This user agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this agreement to arbitrate. First, if Facepay reasonably believe that I have in any manner violated or threatened to violate their intellectual property rights, Facepay may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court, if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, my organization agrees to submit to the personal jurisdiction of the courts for the purpose of litigating such claims or disputes.

Waiver of Right to Jury; Class Action Waiver

TO THE EXTENT ALLOWED BY LAW, I AGREE ON BEHALF OF MY ORGAIZATION TO IRREVOCABLY WAIVE ANY RIGHT I MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST FACEPAY AND/OR RELATED THIRD PARTIES.

 

Intellectual Property

Facepay’s trademarks

"Facepay.io," "Facepay," and all logos related to the Facepay Services are either trademarks or registered trademarks of Facepay. I may not copy, imitate, modify or use them without their prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Facepay. I may not copy, imitate, modify or use them without their prior written consent. I may use HTML logos provided by Facepay for the purpose of directing web traffic to the Facepay Services. I may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Facepay or the Facepay Services or display them in any manner that implies Facepay’s sponsorship or endorsement. All right, title and interest in and to the Facepay websites, any content thereon, the Facepay Services, the technology related to the Facepay Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Facepay and their licensors.

License grants, generally

If I am using Facepay software such as an API, developer’s toolkit or other software application, which may include software provided by or integrated with software, systems or services of Facepay’s service providers, that I have downloaded or otherwise accessed through a web or mobile platform, then Facepay grants me a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use their software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. I may not rent, lease or otherwise transfer my rights in the software to a third party. I must comply with the implementation, access and use requirements contained in all documentation accompanying the Facepay Services. If I do not comply with implementation, access and use requirements I will be liable for all resulting damages suffered by me, Facepay, their partners, and third parties. Facepay may update or discontinue any software upon notice to me. While Facepay may have (1) integrated certain partner or third party materials and technology into any web or other application, including their software, and/or (2) accessed and used certain partner or third party materials and technology to facilitate providing me with the Facepay Services, I have not been granted and do not otherwise retain any rights in or to any such partner or third party materials. I agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software, partner software, or any third party materials or technology, or otherwise create any derivative works from any of the software, Facepay partner software, or third party materials or technology. I acknowledge that all rights, title and interest to my software are owned by Facepay; and integrated materials belonging to Facepay’s partners or third parties in their software are owned by their partners or third-party service providers. Any of Facepay’s partners or other third-party software applications I use on the Facepay websites are subject to the license I agreed to with Facepay’s partners and the third party that provides me with this software. I acknowledge that Facepay does not own, control nor have any responsibility or liability for any such partner or third party software application I elect to use on any of my websites, software and/or in connection with the Facepay Services.

Ownership of intellectual property rights and Customer Data

My organization acknowledges and agrees that, subject to the license grants contained in this Agreement, Facepay, or their licensors, retains all right, title and interest, including all related intellectual property rights, in and to the Facepay technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, “Feedback”) or other information provided by me or any other party relating to the Service. I retain all right, title and interest to any and all patient or customer data, including consumer review data, captured by the Facepay system (“Customer Data”) or provided to Facepay, subject to Facepay’s right to use such Customer Data to provide the Service to me. I grant Facepay the ability to publish my company’s data on Facepay Service, Facepay technology, Facepay content, and Facepay intellectual property including but not limited to my organization’s address, hours, and contact information. This Agreement is not a sale and does not convey to me any rights of ownership in or related to the Facepay Service, Facepay technology, Facepay Content, or Facepay intellectual property except for the limited licenses granted to me under this Agreement. Any and all software, algorithms, applications, source codes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter developed or created by Facepay or their licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of Facepay or their licensors. Facepay works with third parties to offer their customers additional products and services from time to time. Facepay collects anonymized, aggregate data in order to provide such additional product and services to me, and I agree to permit Facepay to use such anonymized, aggregate data.

The trademarks, trade names, service names or logos associated with the Service (collectively, the “Marks”) are trademarks of Facepay or their licensors, and no right or license is granted to use them. I hereby acknowledge Facepay or their licensors’ perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. I agree not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.

Customer responsibility and passwords; Third-party software

My organization is solely responsible for any and all activity occurring under my user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with my use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. I also will choose a password and a username. I am entirely responsible for maintaining the confidentiality of my password and account. I agree to notify Facepay immediately of any unauthorized use of my account or any breach of security. Facepay will not be liable for any loss that I may incur as a result of someone else using my password or account, either with or without my knowledge. I warrant and represent that: (i) the content to be transmitted by or on my behalf does not constitute SPAM; (ii) the content to be transmitted by or on my behalf is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) I have complied and will comply with all applicable laws and regulations respecting my execution and performance of this Agreement. If I am using any Content featuring a model or property with a subject that would be unflattering or unduly controversial to a reasonable person, I must accompany such use with a statement that indicates that (a) the Content is being used for illustrative purposes only and (b) any person depicted in the Content is a model.

The Facepay Service receives data from third-party software systems, which I will designate in the process of setting up the Facepay Service. If I elect to change, upgrade or materially alter the third-party software system from which Facepay receives data, Facepay does not guarantee that all Customer Data or Service functionality will be preserved. I am responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact Facepay’s ability to receive and process Customer Data. In addition, I am responsible for providing Facepay with accurate instructions and information regarding the third party systems and databases with which the Service will interface, and I bear all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and databases belonging to me as conveyed to Facepay in connection with set up or maintenance of the Service.

License grant from me to Facepay; intellectual property warranties

Facepay does not claim ownership of the content that I provide, upload, submit or send to them. When I provide content to Facepay or post content using Facepay Services, I grant them (and parties that they work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use my content and associated intellectual property and publicity rights to help them improve, operate and promote their current services and develop new ones. Facepay will not compensate me for any of my content. I acknowledge that Facepay’s use of my content will not infringe any intellectual property or publicity rights. Further, I acknowledge and warrant that I own or otherwise control all of the rights of the content I provide, and I agree to waive my moral rights and promise not to assert such rights against Facepay.

 

Miscellaneous

Assignment

I may not transfer or assign any rights or obligations I have under this user agreement without Facepay’s prior written consent. Facepay may transfer or assign this user agreement or any right or obligation under this user agreement at any time.

Consumer fraud warning

Facepay is always looking for ways to help keep me and My Customers even more secure. So, stay on the lookout for some of these common scams:

• Spoofing – a scammer sends forged or faked electronic documents or emails falsely claiming to be Facepay or coming from Facepay but asks me to send money outside my Account.
• Seller Scam: a scammer sends me a fraudulent payment for goods or services that I did not use my Account to charge them for.
• Accidental Payment: a scammer sends me a fraudulent payment, claims it was accidental, and asks that I return their money.

Always use common sense when sending money. If something sounds too good to be true, it probably is. I will let Facepay know immediately if I believe someone is trying to scam or defraud me by writing to Facepay or by contacting them via the “Contact” or "Contact Us" link at the bottom of each page of the Facepay website.

Dormant accounts

If no one in my organization logs in to my Account for two or more years, Facepay may close my Account. Facepay will provide me with 30 Days' prior notice via email or text communications using the contact information I have in my Account.

Governing law

I agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the State of California, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between me and Facepay regarding my use of the Facepay Services.

Identity authentication

I authorize Facepay, directly or through third parties, to make any inquiries they consider necessary to verify my identity. This may include:

• asking me for further information, such as my date of birth, a social security or taxpayer identification number, my physical address and other information that will allow Facepay to reasonably identify me;
• requiring me to take steps to confirm ownership of my email address, phone number or financial instruments;/li>
• ordering a credit report from a credit reporting agency, or verifying my information against third party databases or through other sources; or
• requiring me to provide my driver’s license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that Facepay verify the required identifying informationif I use certain Facepay Services. Facepay reserves the right to close, suspend, or limit access to my Account and/or the Facepay Services in the event that, after reasonable enquiries, Facepay is unable to obtain information about me required to verify my identity.

Facepay is only a payment service provider

Facepay acts as a payment service provider only. They do not:

• Act as an escrow agent with respect to any money sent to me on Facepay that has not been transferred;
• Act as my agent or trustee;
• Enter into a partnership, joint venture, agency or employment relationship with me;
• Determine if I am liable for any taxes; or
• Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from my use of Facepay’s services.

Privacy

Protecting my privacy is very important to Facepay. Please review Facepay’s Privacy Policy in order to better understand their commitment to maintaining my privacy, as well as my use and disclosure of my information.

Third party providers

The Facepay product is a Software as a service (SaaS) application so it is available to smart mobile devices that can access the internet. My use of the Facepay Services may be subject to separate agreements I may enter into with my mobile device operating system provider (e.g., Apple, Google or Microsoft®), my mobile device manufacturer (e.g., Apple, Samsung®), my mobile service carrier (e.g., AT&T® or Verizon®), and other parties involved in providing my mobile device service, which Facepay collectively refers to as “Covered Third Parties.” I agree to comply with all applicable third-party terms of agreement when using the Facepay Services. Facepay is not a party to those agreements, and they have no responsibility for the products and services provided by third parties. I acknowledge and agree that this agreement is between me and Facepay, not with any Covered Third Party. I acknowledge and agree that Facepay is solely responsible for the Facepay Services and for providing maintenance and support services for the Facepay Services.

Covered Third Parties have no warranty obligations whatsoever with respect to the Facepay Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Facepay Services to conform to any warranty provided by Facepay, if any, will be their sole responsibility.

Facepay, not any Covered Third Parties, are responsible for addressing any claims relating to the Facepay Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Facepay Services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) intellectual property claims.

If I am using the Facepay Services on an Apple device, I acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against me as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the Facepay Services.

 

My use of information; Data protection laws

If I receive information about another Facepay user or Customer connected to my Account, I must keep the information confidential and only use it in connection with the Facepay Services. I may not disclose or distribute any information about Facepay users to a third party or use the information for marketing purposes unless I receive that user’s express consent to do so. I may not send unsolicited emails to a Facepay customer or use the Facepay Services to collect payments for sending, or assist in sending, unsolicited emails to third parties.

The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement.

In complying with such laws, I will:

• implement and maintain all appropriate security measures for the processing of personal data; and
• not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by Facepay.

 

Definitions

"Agreement" means this user agreement including all subsequent amendments.

"Account" means a Facepay Account.

"Business Day(s)" means Monday through Friday, excluding holidays when Facepay's offices are not considered open for business in the U.S. Holidays, which include New Year's Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, Facepay observes the holiday on the prior Friday. If the holiday falls on a Sunday, Facepay observes the holiday on the following Monday.

"Charge" means price asked for goods or services.

"Chargeback" means a request that a buyer files directly with his or her debit card company or debit card issuing bank to invalidate a payment.

"Customer" or "My Customers" refers to direct customers of my business, not of Facepay.

"Digital or virtual goods" means goods that are delivered and used in an electronic format.

"Days" means calendar days.

"Facepay Services" means all Facepay products and services and any other features, technologies and/or functionalities offered by them on their website or through any other means.

"Merchant" and "Sellers" are used interchangeably and mean a User who is selling goods and/or services and using the Facepay Services to receive payment.

"They", "them" or "their" refers to Facepay.

"Me" or "My" or “I” or “Myself” means any person or entity using the Facepay Services on behalf of their organization.