Last modified: February 2024
There are two parts to this Perpay Mastercard Credit Card Cardholder Agreement (the “Agreement”): Rates and Fees Table and Consumer Card Agreement. The Rates and Fees Table shows the rates and fees for your Account. The Agreement contains important information about your Account and related Card issued by Celtic Bank, a Utah-Chartered Industrial Bank, MemberFDIC (the “Bank”). Bank has agreed to lend you money as described in this Agreement, and you agree to pay us back together with interest charges and fees. Your use or activation of the Card and any transaction using the Card or Account indicates your acceptance of the terms of this Agreement.
How We Will Calculate Your Balance: We use a method called “average daily balance” (including new transactions). See the Consumer Card Agreement below for more details.
Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in the Consumer Card Agreement below.
How Do You Calculate Variable APRs? The variable APR disclosed above is based on the Prime Rate + Margin (20.99%). If the Prime Rate changes, the variable APR may increase or decrease. If the variable APR increases, your interest charges and your minimum payment may increase. We calculate the variable APR by adding a fixed percentage (known as the “Margin”) to thePrime Rate published in The Wall Street Journal two Business Days before the end of the Billing Cycle. If the Wall Street Journal does not publish the Prime Rate on that day, we will use the Prime Rate for the previous Business Day. If The Wall Street Journal does not publish the Prime Rate or changes the definition of the Prime Rate, we may use the Prime Rate from any other newspaper. Or, we may choose to use a different, similar published rate. If the Prime Rate changes, the resulting changes to the variable APR take effect as of the first day of the next Billing Cycle.
*Variable APR is accurate as of July 28, 2023.
What Are The Daily Periodic Rates Used To Calculate My Interest? The daily periodic rate for your Purchase APR is currently 0.08079%.
Note: Your Account is not eligible for balance transfers or Cash Advances.
Military Lending Act Notice: Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). To receive this information and a description of your payment obligation, please call 1-866-953-0189.
(4) any privacy notices;
(5) any Card benefits brochure which describes benefits provided by the credit card network for your Account. The credit card
network is Mastercard International Incorporated, or any other network provider;
(6) all disclosures and materials provided to you before or when you opened your Account;
(7) any other documents and disclosures relating to your Account, including those provided online; and
(8) any future changes we make to any of the above.
Please read these Account Documents carefully and keep them for future reference.
Eligibility; Perpay Payroll Direct Deposit Requirement
In order to be eligible for the Account, you must establish and maintain a payroll direct deposit relationship with Perpay, Inc.
(“Perpay”) (“Perpay Payroll Direct Deposit”) in accordance with the Perpay Payroll Direct Deposit terms and conditions to which you agree. As a condition to our opening the Account for you, Perpay must receive a direct deposit made by your [employer or payroll provider] by Automated Clearing House (“ACH”) in an amount specified by Perpay (“Initial Transfer”) within 60 calendar days from when we notify you that your application for an Account is approved. If Perpay does not receive the Initial Transfer within 60 calendar days, we will revoke your approval automatically and you will be required to reapply to obtain an Account. We reserve the right to suspend or close your Account or take any other action permitted under this Agreement in the event you become ineligible for the Account at any time. Please refer to your Perpay Payroll Direct Deposit terms and conditions for details. If you have questions about Perpay Payroll Direct Deposit, you may contact Perpay at hello@perpay.com.
New Offers
In the future, we may provide you with new offers that we think may interest you. The terms of these offers may differ from the
standard terms on your Account. This Agreement will still apply.
Account Information
We need information about you to manage your Account. This includes, but is not limited to:
(1) your legal name;
(2) a valid U.S. mailing address and residential address (if different);
(3) your date of birth;
(4) your Social Security number or other government identification number; and
(5) your telephone number(s).
(6) your employment
(7) your annual income
You must tell us when this information changes. We may ask you for additional documents and to verify any changes to
information you have provided us.
You also give us permission to verify or research, with a third party, the information you provide to us. This permission includes,
without limitation, verifying or researching your information with LexisNexis (or similar), United States Department of Homeland Security, and the United States Department of the Treasury.
We may restrict or close your Account if we cannot verify your information, or if you do not provide it as requested.
Credit Limits
We will inform you of your credit limit when you open your Account, and from time to time. We may give you a different credit limit based on your credit qualifications during the term of your Account. You are responsible for keeping track of your balances and your available credit. You must keep your Account balance below the applicable credit limit. We may honor transactions above your credit limit, but if we do, these transactions will not increase your credit limit. You are responsible for paying for any transaction you make above your credit limit. We may increase, decrease, restrict, or cancel your credit limit for any and all transaction types at any time, without notice. This will not affect your obligation to pay us. Your available credit may not be restored for up to seven (7) Business Days after we receive your payment.
Using Your Account
(1) We may decline to authorize a transaction for any reason. This may occur even if the transaction would not cause you to go over your credit limit or your Account is not in default.
(2) We will bill each transaction to the applicable transaction type of your Account. We will apply it against your available credit for that transaction type category.
(3) You must not use, or try to use, the Card for any illegal activity. You are responsible for any charges if you do.
(4) We are not liable for any losses that may result when our services are unavailable due to reasons beyond our control.
(5) You may use the card to make Purchases only for personal, family or household purposes from any person or establishment accepting the Card.
Rewards
Your Account may provide you with the opportunity to earn rewards through Perpay. Separate terms and conditions will govern
any such rewards.
No Authorized Users
We will not issue an additional Card to allow any other person to access the Account. You understand that only you are permitted to use the Card or Account. If, however, any person you authorize initiates a transaction using the Card or Account or if such person incurs a Fee in connection with the Card or Account, you are responsible and liable for the transaction and any Fees or Interest Charges incurred. If you permit another person to have access to the Card or Account, this will be treated as if you authorized such use and you will be liable for all transactions and Fees incurred by those persons. You are wholly responsible for the use of each Card according to the terms and conditions of this Agreement.
Your Promise to Pay
By using your Card or your Account, you promise to pay us for all amounts charged to the Account, including all transactions
made on your Account, as well as any Fees, Interest Charges or other charges or fees
Statements
You agree to be a paperless cardholder and accept all statements, including Statements, disclosures, and communications,
electronically. We will send you an electronic Statement at the end of each Billing Cycle, unless not required by law or the law
prohibits us from doing so. Unless you make other arrangements with us, your Statement will be delivered to you electronically, as further described in the Perpay Electronic Consent Policy. We will not send you a Statement if: (1) we deem your Account uncollectable; (2) delinquency collection proceeds have been instituted; or (3) for any other reason permitted by applicable law. You may request a paper copy of your Statement by calling the number on the back of your Card. Bank will mail any requested paper Statement to you by regular mail to your address as it appears in our records.
Disputed Transactions
You must inspect each Statement you receive and must immediately contact Servicer about any errors or questions you have, as described in the “Billing Rights Summary” on your Statement and in the “Your Billing Rights section” of this Agreement. If you do not notify us of an error, we will assume that all information on the Statement is correct. If we credit your Account for all or part of a disputed transaction, you give us all of your rights against others regarding that transaction, and will also: (1) give us any information about the disputed transaction, if we ask; (2) not pursue any claim or reimbursement of the transaction amount from the merchant or any other person; and (3) help us get reimbursement from others.
Security and Lost or Stolen Card
You must take reasonable steps to prevent the unauthorized use of your Card and Account. For security reasons, you must, upon receipt of the Card, comply with any card activation procedures as may be prescribed by the Bank. You must notify Servicer immediately and assist us in our investigation if your Card is lost or stolen or you believe someone is using your Account or Card without your permission. You will not be responsible for transactions on your Account that we find are unauthorized. If we reimburse you for unauthorized transactions, you will help us investigate, pursue and get reimbursement from the wrongdoer.
Your help includes giving us documents in a form that we request. You should contact Servicer by calling 1-866-953-0189 at any time.
Interest Charges and Fees
How Can I Avoid Paying Interest Charges? If you pay your Statement balance in full by the due date shown on your Statement each Billing Cycle, we will not charge interest on any new Purchases that post to the Purchase balance of your Account. We call this a “grace period.” If you have been paying your Account in full without interest charges, but fail to pay your next Statement balance in full, we will charge interest on the unpaid balance to the extent permitted by applicable law.
How Is The Interest Charge Applied? Interest charges accrue from the: (1) date of the transaction; or (2) date the transaction is processed; or (3) first calendar day of the billing cycle. Interest charges accrue on every unpaid amount until it is paid in full. This means you may owe interest charges even if you pay the entire Statement balance one month but did not do so for the previous month. Unpaid interest charges are added to the applicable transaction type (e.g., Purchase) of your Account. However, we reserve the right to not assess interest charges at any time.
How Do You Calculate The Interest Charge? We use a method called Average Daily Balance (including new transactions).
Under this method, we first calculate your daily balance for each transaction type (e.g., Purchases), by: 1) taking the day’s
beginning balance and adding in new transactions and the periodic interest charge on the previous day’s balance, then 2)
subtracting any payments and credits for the specific transaction types as of that day. The result is the daily balance for each
transaction type. However, if you paid your previous month’s Statement balance in full (or if your balance was zero or a credit
amount), new Purchases which post to your Account are not added to the daily balances. Also, transactions subject to a grace
period are not added to the daily balances.
Next, to find your Average Daily Balance, we: 1) add the daily balances together for each transaction type, and 2) divide the sum by the number of days in the Billing Cycle.
At the end of each Billing Cycle, we determine your interest charge as follows: 1) multiply your Average Daily Balance by the daily periodic rate (APR divided by 365) for that transaction type, and 2) multiply the result by the number of days in the Billing Cycle. NOTE: Due to rounding, this calculation may vary from the interest charge actually assessed.
Fees
We will generally treat Fees as Purchase transactions unless otherwise specified below. Fees apply to your Account only if your Truth-in-Lending Disclosures provide for them. We may increase your Interest Charges and Fees as described in the Amendments to Your Agreement section.
Annual Fee
Your Card has an annual Fee of $0.
Account Opening Fee
Your Card has a one-time Fee of $9.00. This Fee will be assessed when your Account is opened and will reduce the amount of
credit you initially have available.
Monthly Account Service Fee
Your Card has a monthly Fee of $9.00.
Late Payment Fee
We may charge you this Fee in the amount shown on your Rates and Fees Table if we do not receive at least the minimum
payment as instructed on your Statement by the payment due date shown on your Statement. This Fee will not exceed the
amount permitted by law.
Returned Payment Fee
We may charge you this Fee in the amount shown on your Rates and Fees Table each time a payment made to your Account is
not honored by your financial institution for any reason or cannot be processed, even if the payment is honored after we resubmit it.
Stop Payment Fee
We may charge you this Fee each time you ask us to stop payment or renew a stop payment order. The fee will be disclosed to
you at the time you submit or renew a stop payment order.
Transactions Made in Foreign Currencies If you make a transaction in a foreign currency, the credit card network provider will convert it into a U.S. dollar amount. The credit card network provider will use its own currency conversion procedures. The
conversion rate in effect on the processing date may differ from the rate in effect on the transaction date that appears on your
Statement. We do not adjust the currency exchange rate; however we will apply a Foreign Transaction Fee as indicated in the Rates and Fees Table above.
Minimum Payment
You must pay us at least the minimum payment amount, which is 4% of the new balance or $15, whichever is higher, by the
payment due date shown on your Statement. Your Statement will tell you: (1) the minimum payment due; (2) your new balance;
(3) the payment due date; and (4) an explanation of when the payment must reach us for us to consider it received as of that date. Returns and other credits to your Account will reduce your Account balance and may change your minimum payment amount.
In addition to the minimum payment, you may pay all or part of the total balance on your Account. But, you must still pay at least the minimum payment amount each month, even if you paid more than the minimum payment due on the previous Statement. We will continue to charge Interest Charges during Billing Cycles when you carry a balance regardless of whether your Statement includes a minimum payment that is due. If your Account is 180 days past due, is part of a bankruptcy proceeding or is otherwise charged off, the total balance is immediately due and payable.
Making Payments
Your payment must be made in U.S. dollars from a U.S. deposit account in a form acceptable to us. You may make payments
using the following payment methods:
• One-time electronic payment from a deposit account;
• Automatic payments from a deposit account;
• Daily automatic payments using Perpay Payroll Direct Deposit funds; or
• Mailing a check.
We will describe the terms for using these payment methods before you use them. We are not responsible if your financial institution rejects a payment made using any of these payment methods. We do not accept cash payments through the mail. You may not make payments with funds from your Account or any other credit account with us or any other company in the Bank organization. We can accept late payments, partial payments or payments marked “payment in full,” or any other restrictive endorsement, without losing any of our rights under this Agreement. We may refuse to accept payments made to your Account by someone else on your behalf. If we do accept it, you will be responsible for the payment and any cost if a financial institution rejects it. We reserve the right to refuse any non-conforming payments.
Payment Processing
We may accept and process payments without losing any of our rights. We may delay the availability of credit until we confirm that your payment has cleared. This may happen even if we credit your payment to your Account. We may resubmit and collect
returned payments electronically. If necessary, we may adjust your Account to correct errors, process returned and reversed
payments, and handle similar issues.
If we, in our sole discretion, accept an Item as payment, you authorize us either to use information from your Item to make a one- time electronic fund transfer from your deposit account or to process the payment as an Item. We may withdraw the funds from your deposit account as early as the same day we receive your payment. You will not receive your Item back from your bank. We will provide additional information about this process on your Statement. We may use the information from an Item to create an electronic image. We may collect and return the image electronically. This electronic image may also be converted to a substitute check and may be processed in the same way we would process an Item. We will not be responsible if an Item you provide has physical features that when imaged result in it not being processed as you intended.
How We Apply Your Payments
A different APR may apply to your Account depending on the timing of the transaction. If your Account has balances with different APRs, we apply credits and any part of your payment exceeding your minimum payment to the balance with the highest APR, and then to balances with lower APRs. We apply payments and other credits up to your minimum payment in any order we deem appropriate.
Credit Balances
We may reject and return any payment that creates or adds to a credit balance on your Account. Any credit balance we allow will not be made available until we confirm that your payment has cleared. We may, without notice, restrict the availability of any credit balance in our sole and absolute discretion. We may reduce the amount of any credit balance by any new charges. You may write to the address provided on your Statement or call the number on the back of your Card to request a refund of any available credit balance.
Account Default
You will be in default if:
(1) you do not make any payment when it is due;
(2) any payment you make is rejected, not paid or cannot be processed;
(3) you exceed a credit limit;
(4) you file or become the subject of a bankruptcy or insolvency proceeding;
(5) you are unable or unwilling to repay your obligations, including upon death or legally declared incapacity;
(6) we determine that you made a false, incomplete or misleading statement to us, or you otherwise tried to defraud us;
(7) you do not comply with any term of this Agreement, including the eligibility requirements, or any other agreement with us; or
(8) you permanently reside outside the United States.
If you are in default, we may take certain actions with respect to your Account. For example, depending on the default, we may
take the following actions, without notifying you, unless the law says that we must give you notice:
(1) charge you Fees, or change the APRs and Fees on your Account;
(2) close or suspend your Account;
(3) lower your credit limit(s);
(4) demand that you immediately pay the total balance owing on your Account;
(5) continue to charge you Interest Charges and Fees as long as your balance remains outstanding; and/or
(6) file a lawsuit against you or pursue another action that is not prohibited by law. If we file a lawsuit, you agree to pay our court
costs, expenses and attorney fees, unless the law does not allow us to collect these amounts.
Communications
Unless we tell you otherwise, you may contact us by notifying Servicer at P.O. Box 57865, Murray, UT 84157 or calling Servicer at 1-866-953-0189. When writing, please include your name, address, home telephone number and Account number.
To the extent permitted by applicable law, you authorize us and our Servicer, affiliates, agents, and contractors, and anyone to
whom we may sell your Account, to contact you to service your Account or for collection purposes. You agree that these contacts are not unsolicited for purposes of state or federal law. You further agree that the Bank and its Servicer, affiliates, agents, and contractors and anyone to whom it may sell your Account may: (1) contact you in any way, including mail, email, calls, and texts, including a mobile, wireless, or similar device, even if you are charged by your provider, and using automated telephone equipment or prerecorded messages; (2) contact you at any number that you have given us or any number we have for you in our records, even if that number is a wireless, cellular, or mobile number, is converted to a mobile/wireless number, or connects to any type of mobile/wireless device, and even if such telephone number is currently listed on a Do Not Call Registry; and (3) contact you at any email address you provide to us or any other person or company that provides any services in connection with this Agreement. You authorize us to monitor and/or record your calls with us. You agree to notify us within five (5) Business Days after changing your email address, mailing address, or phone number.
Credit Reports
We or our Servicer may obtain and use credit, income and other information about you from credit bureaus and others as the law allows. We may reevaluate your financial condition and investigate any information you provided on your Account application at any time. In the course of doing so, we may obtain a current credit report and ask you for additional information about your financial condition. You give us permission to obtain any information about you that we believe would be beneficial to facilitate our determination of your eligibility for the Account and the Card, including consumer reports from consumer reporting agencies.
We may report information about your Account to credit bureaus and others. Late payments, missed payments, returned
payments or other defaults on your Account may be reflected in your credit report. If you believe that we have reported
inaccurate information about your Account to a credit bureau or other consumer reporting agency, notify us in writing at 2400
Market Street, Suite 300 Philadelphia, PA 19103. When you write, tell us the specific information that you believe is incorrect and why you believe it is incorrect
Amendments to Your Agreement
We reserve the right to amend this Agreement at any time, by adding, deleting or changing provisions of this Agreement, unless the law prohibits us from doing so. We will give you notice of any changes as required by law. We may notify you of changes on your Statement or in a separate notice. Our notice will tell you when and how the changes will take effect. Your variable APR can increase or decrease as the Prime Rate increases or decreases. If we increase your APRs for any other reason, or if we change your Fees or other terms of your Account, we will notify you as required by law. If any amendment gives you the opportunity to reject the change, and if you reject the change in the manner provided in such amendment, we may terminate your right to receive credit and may ask you to return all credit access devices as a condition of your rejection. We may replace your Card with another Card at any time.
The Law That Applies to Your Agreement
The issuer of your Card is Celtic Bank, a Utah-Chartered Industrial Bank, Member FDIC. In accepting your Card, You agree to the following provisions: (1) This Agreement (including the Account and services related to this Account) will be interpreted by the laws of the state of Utah. This means that the laws of the state of Utah will govern any dispute arising from or relating to this Agreement, including as to the Arbitration Agreement below. Federal law will also be used when it applies. (2) You waive any applicable statute of limitations as the law allows. Otherwise, the applicable statute of limitations period for all provisions and purposes under this Agreement (including the right to collect debt) will be the longer period provided by Utah law or the law in the jurisdiction where you live. (3) Regarding venue, you agree to submit to the jurisdiction of the state of Utah and federal courts in and for Salt Lake City and Salt Lake County, Utah. This means that any dispute, action or proceeding relating to this Agreement will be brought in the Federal District Court of Utah or state court in the county of Salt Lake City. (4) See applicable Arbitration Agreement below. Accordingly, it is important that you read the provisions of this section, the Arbitration Agreement below, and the entire Agreement carefully. If any part of this Agreement is found to be unenforceable, the remaining parts will remain in effect.
The Arbitration Agreement of this Agreement does not apply to you if you are a Covered Borrower protected by the Military
Lending Act nor do any provisions of the Agreement that waive any right to legal recourse under any state or federal law to the
extent required by the Military Lending Act.
Servicer
The Servicer services parts of your Card and Account, including, but not limited to, Account and/or Card management through
Servicer’s website or mobile application and customer service relating to any rewards offered in connection with your Card or
Account. In this capacity, Servicer may act on our behalf, perform our obligations or enforce our rights under this Agreement. You understand and acknowledge that we may share with Servicer any information you provide to us in connection with your Account or Card or any information we collect in connection with your Account or Card in order for Servicer to provide you with products and/or services in connection with your Account and/or Card.
Waiver
We can delay enforcing or not enforce any of our rights under this Agreement without losing our right to enforce them in the future. We may waive our right without notifying you. For example, we may waive your Interest Charges or Fees without notifying you and without losing our right to charge them in the future.
Assignment
This Agreement will be binding on, and benefit, any of your and our successors and assigns. You may not sell, assign or transfer your Account or this Agreement to someone else without our written permission. We may sell, assign or transfer your Account and this Agreement without your permission and without prior notice to you. Any assignee or assignees will take our place under this Agreement. You must pay them and perform all of your obligations to them and not us. If you pay us after we notify you that we have transferred your Account or this Agreement, we can return the payment to you, forward the payment to the assignee, or handle it in another way that is reasonable.
Disclaimer of Liability
We are not responsible if anyone refuses to accept or honor your Card or Account, even if you have sufficient available credit.
Except as required by applicable law, we will not be responsible for any claim or defense you may have against any third party
that arises out of or in connection with any transaction with your Card or Account or any services or goods or other property
purchased or leased using your Card or Account. We are not responsible for any losses you incur if we do not authorize a
transaction
Termination
Subject to applicable law, we may terminate this Agreement or revoke your right to use your Account or Card, along with your right to make future transactions, at any time and for any reason without notice to you. You may contact Servicer using the number on the back of your Card to close your Account. If we close or suspend your Account for any reason, you must stop using your Card. You must also cancel all billing arrangements set up on the Account. If we close or permanently suspend your Account, you must return or destroy all Cards. You must still pay us all amounts you owe on the Account. You must also return the Card to us or destroy it if we ask you to.
Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. THIS SECTION SETS FORTH THE CIRCUMSTANCES AND PROCEDURES UNDER WHICH CLAIMS (AS DEFINED BELOW) SHALL BE ARBITRATED UPON
THE ELECTION OF EITHER PARTY INSTEAD OF LITIGATED IN COURT. YOU AGREE THAT, BY ENTERING INTO THIS
AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS
ACTION. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. THE FEDERAL
ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT.
THIS ARBITRATION AGREEMENT APPLIES UNLESS, AS OF THE DATE OF THIS AGREEMENT, YOU ARE A COVERED
BORROWER PROTECTED BY THE FEDERAL MILITARY LENDING ACT. IF YOU WOULD LIKE MORE INFORMATION
ABOUT WHETHER YOU ARE A COVERED BORROWER, PLEASE CONTACT SERVICER AT 1-866-953-0189.
(1) Definitions:
As used in this Arbitration Agreement, the term “Claim” means any claim, dispute or controversy between you and Bank, Servicer or any of their agents or retailers, arising from or relating to the Card or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this Arbitration Agreement or the Agreement. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) your Card or Account; (ii) advertisements, promotions or oral or written statements related to the Card or Account or goods or services purchased with the Cards; (iii) the benefits and services related to the Card or Account; and (iv) your enrollment for any Card or Account. We shall not elect to use arbitration under the Arbitration Agreement for any Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in that court; any appeals from that court shall be pursued only in arbitration.
As used in this Arbitration Agreement, the terms “we” and “us” shall for all purposes mean the Bank and Servicer, and their
respective affiliates, licensees, predecessors, successors, and assigns, and all of their respective agents, employees, directors and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co- party with us (or files a Claim with or against us) in connection with a Claim asserted by you.
As solely used in this Arbitration Agreement, the terms “you” or “your” shall mean all persons or entities that have access to or use a Card or Account, including but not limited to all persons or entities contractually obligated under any of the Agreements.
(2) Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Agreement and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
(3) Agreement to Arbitrate: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR
WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO
ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS
APPLICABLE (THE “CODE”). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE
CAPACITY OR AS A MEMBER OR IN ANY OTHER CAPACITY OF ANY CLASS ACTION OR CLASS OF CLAIMANTS
PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS
ARBITRATION OR A JOINT ARBITRATION, EXCEPT AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE
FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT
BE AVAILABLE IN ARBITRATION.
(4) Prohibition on Class Actions and Non-Individualized Relief: If either party elects to resolve a Claim by arbitration, that Claim
shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, a class, other cardholders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards and grant relief is limited to you and us alone on an individual (non-class) basis only. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
(5) Location of Arbitration & Payment of Arbitration/Hearing Fees: Any arbitration hearing that you attend shall take place in the
federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees (which shall not include attorneys’ fees) for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount that otherwise would have been incurred by you if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.
(6) Arbitration Procedures: This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Agreement shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding.
(7) Confidentiality: All aspects of any arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly
confidential for the benefit of all parties.
(8) Survival: This Arbitration Agreement shall survive termination of your Card or Account as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Agreement is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Agreement, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
Your Billing Rights – Keep This Document For Future Use
This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.
What To Do If You Find a Mistake on Your Statement: If you think there is an error on your statement, write to us at:
Deserve
P.O. Box 57865
Murray, UT 84157
You may also contact us at 1-866-953-0189, Monday through Friday from 6:00 a.m. - 6:00 p.m. PT and Saturday from 7:00 a.m. -12:00 p.m. PT.
In your letter, give us the following information:
• Account Information: your name and account number.
• Dollar amount: the dollar amount of the suspected error.
• Description of the problem: If you think there is an error on your bill, describe what you believe is wrong and why you
believe it is a mistake.
You must contact us:
• Within 60 days after the error appeared on your statement.
• At least three (3) business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.
You must notify us of any potential errors in writing or by calling us.
You may still be required to pay the amount(s) in question if the Bank determines the transaction is not an error. If you believe fraud has occurred on your account, please call us as soon as possible at 1-866-953-0189.
What Will Happen After We Receive Your Letter: When we receive your letter, we must do two things:
(1) Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already
corrected the error.
(2) Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.
While we investigate whether or not there has been an error:
• We cannot try to collect the amount in question, or report you as delinquent on that amount.
• The charge in question may remain on your statement, and we may continue to charge you interest on that amount.
•While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
• We can apply any unpaid amount against your credit limit.
After we finish our investigation, one of two things will happen:
• If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
• If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and
fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as
delinquent if you do not pay the amount we think you owe.
If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us.
If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct.
Your Rights If You Are Dissatisfied With Your Credit Card Purchases: If you are dissatisfied with the goods or services that
you have purchased with your credit card, and you have tried in good faith to correct the problem with the merchant, you may
have the right not to pay the remaining amount due on the purchase.
To use this right, all of the following must be true:
(1) The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods or services.)
(2) You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with a check that accesses your credit card account do not qualify.
(3) You must not yet have fully paid for the purchase.
If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at:
Deserve
P.O. Box 57865
Murray, UT 84157
While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.
State Notices
All Residents, including California and Utah Residents: As required by law, you are hereby notified that a negative credit
report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit
obligations.
You promise us that you are not planning to file bankruptcy at the time of your application for your Account.
California Residents: If you are married, you may apply for a separate account in your own name. After credit approval, each applicant shall have the right to use the credit card account up to the limit of the account.
Delaware Residents: Charges not in excess of those permitted by law will be charged on the outstanding balances from month to month.
Iowa Residents: IMPORTANT: READ BEFORE SIGNING. The terms of this Agreement should be read carefully because only
those terms in writing are enforceable. No other terms or oral promises not contained in this written Agreement may be legally
enforced. You may change the terms of this Agreement only by another written agreement.
Kentucky Residents: You may pay the unpaid balance of your Account in whole or in part at any time.
Maryland Residents: Finance charges will be imposed on the Account in amounts or at rates not in excess of those permitted by law.
Massachusetts Residents: Massachusetts law prohibits discrimination on the basis of race, color, religious creed, national origin, sex, gender identity, marital status, or sexual orientation.
New Hampshire Residents: If you prevail in any action, suit or proceeding we bring or in an action you bring in connection with this Agreement, reasonable attorneys’ fees shall be awarded to you. If you successfully assert a pertinent defense, set off,
recoupment or counterclaim to an action brought by us, the court may withhold from us the entire amount or such portion of the attorneys’ fees as the court deems appropriate.
New Jersey Residents: (1) The section headings of this Agreement are a table of contents and not contract terms. (2) You agree to pay our reasonable attorney’s fees, up to 20% of outstanding principal and interest, paid in the collection of this Account to an attorney who is not our employee. (3) Provisions of this Agreement that refer to acts or practices that apply as permitted by, or except as prohibited by, applicable law are applicable to New Jersey residents only to the extent that such acts or practices are permitted by New Jersey or Federal law.
New York Residents: New York residents may contact the New York State Department of Financial Services to obtain a
comparative listing of credit card rates, fees and grace periods. New York State Department of Financial Services - (800) 342- 3736 or https://www.dfs.ny.gov/.
Ohio Residents: The Ohio laws against discrimination require that all creditors make credit equally available to all credit-worthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law.
Married Wisconsin Residents: If you are married: (i) you confirm that this Account is being incurred in the interest of your marriage or family; (ii) no provision of any marital property agreement, unilateral agreement, or court decree under the Wisconsin Marital Property Act will adversely affect a creditor’s interest unless, before the time credit is granted, the creditor is furnished a copy of that agreement or decree or has actual knowledge of the adverse provision when the obligation to the creditor is incurred; (iii) you understand and agree that we will provide a copy of this Agreement to your spouse for his or her information. You must notify us if you have a spouse by sending your name and your spouse’s name and address to us at Deserve, Inc., PO Box 57780, Murray, UT 84157-0780.
Missouri, Nebraska and Washington Residents: Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt, including promises to extend or renew such debt, are not enforceable. To protect you (borrower) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.
New York, Rhode Island, and Vermont Residents: You understand and agree that we may obtain a consumer credit report in connection with any updates, renewals or extensions of any credit as a result of your application and card membership. If you ask, you will be informed whether or not such a report was obtained and, if so, the name and address of the agency that furnished the report. You also understand and agree that we may obtain a consumer credit report in connection with the review or collection of any extension of credit made to you or for other legitimate purposes related to such extension of credit.
Perpay Terms and Conditions Last Modified: June 16, 2021 Welcome to the website of Perpay, Inc., a Delaware corporation ("Perpay," "we," "us," or "our"). PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) CAREFULLY. At Perpay, our goal is to provide industry leading customer service and the best possible shopping experience for our customers. Placing an order on Perpay creates a promise to pay agreement between the purchasing party and Perpay, Inc. Because of the nature and duration of the direct deposit model, our Terms and Conditions of Use Policy differs from other Internet shopping sites to which you might be accustomed. These Terms and Conditions govern your access to and use of this website, www.perpay.com, including any subdomain thereof, and any other websites of Perpay (collectively, the "Website"), and your access to and use of the content, information, services, products, features, and resources available or enabled via the Website and/or Perpay’s mobile application (the “Application” and collectively with the Website and such content, information, services, products, features, and resources, the “Services”). The Services and the information on it are controlled by Perpay. All use of the Services, including your Perpay account (your "Account"), is subject to these Terms and Conditions. By agreeing to the Terms and Conditions, completing the registration process, and/or using or browsing the Website, using any of the Services, or downloading or using the Application, you represent that: (1) you have read, understand, and agree to be bound by these Terms and Conditions, (2) you are of legal age to form a binding contract with Perpay, and (3) you have the authority to enter into these Terms and Conditions personally, (4) you understand that these terms and conditions contain an arbitration clause which will have an impact on your legal rights in the event of a dispute with us. IF YOU DO NOT AGREE WITH ANYTHING CONTAINED IN THESE TERMS AND CONDITIONS, YOU MAY NOT SUBMIT INFORMATION TO, ACCESS INFORMATION FROM, OR OTHERWISE UTILIZE THE SERVICES. PLEASE BE AWARE THAT THE “TCPA CONSENT” SECTION OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA EMAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION. These Terms and Conditions constitute a binding legal contract between you and Perpay. Your use of the Services may also be subject to additional terms, conditions, policies, and agreements (the “Supplemental Terms”), which are incorporated by reference into this Agreement. If there is any contradiction between these Terms and Conditions and the Supplemental Terms, the Supplemental Terms shall take precedence with respect to the subject matter of the Supplemental Terms. These Terms and Conditions and any applicable Supplemental Terms are referred to herein as the “Agreement.” Modifications to the Terms and Conditions and the Website PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS AND CONDITIONS. You will know if these Terms and Conditions have been modified since your last visit to the Website by referring to the "Last Modified" date at the beginning of these Terms and Conditions. PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY PERPAY IN ITS SOLE DISCRETION AT ANY TIME. If we make any material changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us. Any changes to the Agreement will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users (as defined below), provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Perpay may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services after any modification of the Agreement will indicate your acceptance of the relevant modification and the Agreement as so modified. Perpay reserves the right, at any time or from time to time, to modify, add to, delete or discontinue, temporarily or permanently, the Services (or any part thereof) without notice to you. Notwithstanding the above, we will seek your consent to future modifications to the extent we are required to do so by applicable law. Use of the Services The Services are protected by copyright and other intellectual property laws throughout the world. Unless otherwise specified by Perpay in a separate license, your right to use any and all Services is subject to the Agreement. Use of Services: Subject to the Agreement, Perpay grants you a limited right to access and use the Services for your own personal, non-commercial and internal use only. Application License: Subject to your compliance with the Agreement, Perpay grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this paragraph, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group. Certain Restrictions; User Conduct: The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not (and shall not permit any third party to) license, sublicense, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Services; (b) you shall not (and shall not permit any third party to) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Perpay; (c) you shall not (and shall not permit any third party to) use any metatags or other “hidden text” using Perpay’s name or trademarks; (d) you shall not (and shall not permit any third party to) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not (and shall not permit any third party to) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not (and shall not permit any third party to) access the Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not (and shall not permit any third party to) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not (and shall not permit any third party to) impersonate any person or entity, including any employee or representative of Perpay: (j) you shall not (and shall not permit any third party to) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (k) you shall not (and shall not permit any third party to) attempt to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Perpay, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Perpay Property terminates the licenses granted by Perpay pursuant to the Agreement. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. Registration of Your Account Registering Your Account: In order to access certain features of the Services you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an Account. Registration Data: You agree that the registration information, including any paystubs or other requested documentation you provide during the registration of an Account (the “Registration Data”) is accurate, complete and current and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are: (i) 18 years of age or older; (ii) a U.S. resident; (iii) able to form a binding contract with Perpay; (iv) not prohibited by law from accessing the Services or have not previously been banned, terminated or otherwise denied access to the Services; and (v) not acting on behalf of a person whose access to the Services has been previously terminated or otherwise denied by us. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Once you have registered, you will receive or will be able to create or input a username and password. You are responsible for maintaining the confidentiality of your username and password. You agree not to disclose your password to any third party (except to any agent, representative or third party service provider of Perpay) and to exit from your Account at the end of each session. Perpay disclaims all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorized use of your username or password. If you become aware of any unauthorized use of, loss or theft of your username, password, or other account information or credentials, you agree to immediately inform us at hello@perpay.com. If you provide any information that is untrue, inaccurate, not current or incomplete, or Perpay has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Perpay has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Perpay reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Perpay, or if you have been previously banned from any of the Services. While data transmitted via the Services may be encrypted using a Secure Sockets Layer (SSL) protocol, please note that no technology can be considered completely secure or impenetrable and internet protocols and other public or proprietary technology used or accessed by the Services may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. We and you each acknowledge and agree that Perpay shall have no liability to you for any such exploitation or criminal conduct by third parties. Your Account: Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and to the benefit of Perpay. Necessary Equipment and Software: You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Application in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. Order Process Order Acceptance: Each part of any order that you submit to Perpay constitutes an offer to purchase. If you do not receive a message from Perpay confirming receipt of your order, please contact our Customer Service department at hello@perpay.com before re-entering your order. Perpay’s confirmation of receipt of your order does not constitute Perpay's acceptance of your order. Perpay is only deemed to have accepted your order once the product(s) you ordered (the “Product(s)”) have been shipped. To make an order through the Services, you must be enrolled in Perpay’s payroll direct deposit program. Order Issues: Perpay reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Product or receive insufficient or erroneous payment or shipping information, (ii) we suspect or it otherwise appears an order or associated payment may be connected to fraud, (iii) the Product is unavailable due to discontinuance or otherwise, (iv) you do not meet the eligibility requirements for use of the Services, or (v) you have exceeded your spending limit (vi) you have missed payments or made late payments in the past for a Perpay order. Returns: Please refer to our Return Policy found at: https://help.perpay.com/en/articles/108745-how-do-i-return-my-item if you would like to return any Product you purchased through the Services. Please note that the return policy varies by Product and not all Products are available for return. Please consult our Shipping and Return Policy for further details. Some items may be subject to a shipping and restocking fee. Damage claims must be submitted within 24-48 business hours of delivery, please inspect your order once it has arrived. Order Cancellation: If any Product is discontinued or otherwise becomes unavailable, Perpay reserves the right to cancel your order and provide you a credit for the amount paid for the Product. Restrictions on Resale: To protect the intellectual property rights of Perpay and its licensors and suppliers, to the extent permitted by law, any resale of Products for personal and/or business profit is strictly prohibited. Perpay reserves the right to decline any order that we deem to possess characteristics of reselling. Shipping: All items are prepared for shipment after your payment(s) via payroll direct deposit has been made on your scheduled payday. Risk of loss and title to items purchased from Perpay passes to the purchaser upon our delivery to the shipper. Depending upon your Product(s), shipments may be made in multiple packages and may be delivered on different dates. You will typically receive an email with tracking numbers within 3-5 business days of your first successful payment via payroll direct deposit, with the exception of furniture, mattresses, large TV's & other large appliances. These items are delivered via freight shipping and will require delivery to be scheduled with you directly. Please be advised it will take longer to generate tracking on freight delivery items. Items shipped via freight delivery (see individual product delivery details), in addition to all Ashley Furniture products, are unavailable to ship to US territories, Alaska, Hawaii, and Puerto Rico Shipping surcharges may apply, but are not limited to, small parcel orders shipping to US territories, Alaska, Hawaii, and Puerto Rico. Customers are not authorized to alter shipper delivery instructions in any way. If altered, Perpay Parties (as defined herein) and the carrier shall not be liable for any loss, claim, liability, or damage of any kind (“Loss”). This includes, but is not limited to, UPS My Choice. You agree to indemnify, defend, and hold harmless Perpay Parties and the carrier from all Loss arising from or relating to the alterations of the delivery instructions. Perpay uses a third-party service provider for fulfilling orders. By ordering any Product through the Services, you acknowledge that Perpay has no responsibility or liability for any delays that may result from orders handled by such third-party service provider. Perpay Parties and the shipment carrier shall not be liable to you for any Loss, including but not limited to direct, indirect, consequential, special or exemplary damages, whether based on contract or otherwise arising out of, or resulting from, UPS's provision of, or failure to provide, shipping service, including by following consignee instructions, failure to follow consignee instructions, delivery pursuant or contrary to consignee's instructions, misdelivery, or delayed delivery. By selecting the Authorized Shipment Release service, you authorize the carrier to release packages addressed to you at your address when no one is present to receive the delivery and you will be asked and are required to accept responsibility for any loss or damage to the package after it has been released at the address. In no event shall Perpay Parties or the carrier be liable for any Loss, including but not limited to those arising out of, or resulting from loss, theft, alteration of, unauthorized access to, or acquisition of, your personal information, or other security breach, compromise, or incident involving your personal information, whether by third parties or otherwise, arising out of or resulting from the release of packages pursuant to the Authorized Shipment Release. Fees and Purchase Terms Assessment of Spending Limit: Your “Approved Spending Limit” is the total dollar amount you may use towards purchases made through the Services. Your “Available Spending Limit” is your Approved Spending Limit minus any outstanding balances you have on your Account. Perpay may provide an estimated spending limit as a guide when placing your first order. Perpay reserves the right to change your spending limits at any time for any reason, including without limitation, your past payment history with Perpay or changes to your Account information. Promise to Pay:Each time you purchase a Product, you promise that you have the current intention and, to the best of your knowledge, you have the current ability to pay the full Perpay Purchase Price for the Product in accordance with the Perpay Payment Schedule. Absent a violation of this representation, you are not legally obligated to continue making payments. Accordingly, you do not “owe” us anything and, if you lose your job, have a medical emergency, encounter other unexpected financial difficulties you may cease making payments without legal liability to us. Of course, we ask you to do your best to resume payments when you can and will not approve further Product purchases while any scheduled payment under the Perpay Payment Schedule remains past due. Additionally, if you have enrolled in Perpay Plus and we are reporting your performance to one or more credit bureaus, we may report your failure to make all scheduled payments to one or more consumer reporting agencies. You expressly acknowledge and agree that your credit report may reflect late payments or missed payments. Additional Fees: Perpay will not charge any additional fees as result of missed or late payments. ACH/Credit/Debit Card Payment Authorization: In the event that you are unable to make payments through payroll direct deposit for an existing order(s), Perpay can charge your bank account (ACH), credit card or debit card (a “backup payment method”) on your behalf to satisfy your outstanding balance for an existing order(s). Payments made through a backup payment method can be made on a one-time or automatic recurring basis. Perpay will not make one-time or recurring charges using a backup payment method on your behalf without receiving your consent. A backup payment method can only be used to satisfy an outstanding balance for an existing order(s), you will not be able to move forward with a new order(s) until you are able to resume making payments through payroll direct deposit. The Backup Payment Provider agreement governs your use of the designated backup payment method, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. Perpay uses Stripe, Inc. as a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). By making payments via the Services, you agree to be bound by Stripe’s US Terms of Services available at: https://stripe.com/us/terms and Privacy Policy available at https://stripe.com/us/privacy. By using the Services, you hereby consent and authorize Perpay and Stripe, Inc. to share any information and payment instructions you provide to complete your transactions. You agree to immediately notify Perpay of any change in your payment information by sending an email to hello@perpay.com. Please contact hello@perpay.com regarding any billing disputes. Refunds: Except as set forth in any separate refund policy posted on the Services, all payments are non-refundable. Discounts and Promo Codes: We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official Perpay communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. Responsibility for Content Types of Content: You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Perpay, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Perpay, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”). No Obligation to Pre-Screen Content: You acknowledge that Perpay has no obligation to pre-screen Content (including, but not limited to, User Content), although Perpay reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that, except for your Registration Data, you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Perpay pre-screens, refuses or removes any Content, you acknowledge that Perpay will do so for Perpay’s benefit, not yours. Without limiting the foregoing, Perpay shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. Storage: Unless expressly agreed to by Perpay in writing elsewhere, Perpay has no obligation to store any of Your Content that you Make Available on the Services. Perpay has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Perpay retains the right to create reasonable limits on Perpay’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Perpay in its sole discretion. Restrictions: You may not Make Available any Content that: Is commercial or promotional in nature, without the prior written authorization of Perpay; Constitutes junk mail, unsolicited commercial messages ("spam"), chain letters, pyramid schemes or the like; Is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, is racially, ethnically, religiously or otherwise objectionable, or otherwise violates the legal rights of others or capable of giving rise to legal action whether against you or Perpay or any affiliate or a third party (in each case under any applicable law) or that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint; You are prohibited from making available by law or by contractual, fiduciary or other relationships or obligations (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or contains viruses, worms or any other computer, software or technological component, code, routine, script, malware, spyware, keystroke logger, Trojan horse, rootkit, files, application or program designed to intercept, interrupt, destroy, or limit the functionality of any computer software, network or hardware or telecommunications equipment. Content Provided by Other Users: The Services may contain User Content provided by other Registered Users. Perpay is not responsible for and does not control User Content. Perpay has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk. Investigations Perpay may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Perpay shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Perpay does not generally monitor user activity occurring in connection with the Services or Content, if Perpay becomes aware of any possible violations by you of any provision of the Agreement, Perpay reserves the right to investigate such violations, and Perpay may, at its sole discretion, immediately terminate your right to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you. Ownership Services: Except with respect to Your Content and User Content, all rights, title, and interest in and to the Services (including but not limited to, all contents of the Services, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of Perpay’s information related to providing services and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Services’ likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Services) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Perpay or its suppliers, as applicable. Such intellectual property is protected by federal and state law and international treaties. You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services. Trademarks: perpay and all related graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of Perpay and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Your Content: Perpay does not claim ownership of Your Content. You represent and warrant that you own and/or have all necessary rights to use and provide Your Content as contemplated herein. Subject to any applicable account settings that you select, you grant Perpay a fully-paid, royalty-free, perpetual, worldwide, royalty-free, irrevocable, non-exclusive, fully sublicensable right (including any moral rights) and license to copy, use, license, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, publicly display, publicly perform, and distribute Your Content (in whole or part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You agree that you, not Perpay, are responsible for all of Your Content that you Make Available on or in the Services. Username: Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Perpay to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. Feedback You Provide to Perpay You may from time to time provide ideas, suggestions, comments for enhancements or functionality, document, proposals, or other feedback ("Feedback") to us with respect to the Services. You acknowledge and agree that any such Feedback is given voluntarily and at your own risk and that Perpay has no obligations with respect to such Feedback (including confidentiality). We will endeavor to consider, and may discuss with or respond to you regarding Feedback you provide, but we shall have full discretion to determine whether or not to proceed with the development of the suggested or requested enhancements, new features or functionality. You hereby grant us a royalty-free, fully paid up, worldwide, transferable, fully sublicensable, irrevocable, non-exclusive, perpetual right and license to (a) copy, adapt, modify, re-format, distribute, transmit, display, perform, and create derivative works of, and otherwise exploit in any manner, any and all Feedback, and (b) use Feedback and/or any subject matter thereof, including without limitation the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. DISCLAIMER OF WARRANTIES THE COMMUNICATION FACILITIES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. YOUR USE OF THE COMMUNICATION FACILITIES IS AT YOUR OWN DISCRETION AND SOLE RISK. PERPAY DOES NOT WARRANT AS TO, OR GUARANTEE, THE ADEQUACY, SUFFICIENCY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE INFORMATION POSTED THROUGH THE COMMUNICATION FACILITIES (THE “PERPAY INFORMATION”) AND PERPAY SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, MISLEADING STATEMENTS OR INTERRUPTIONS THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PERPAY, ITS AFFILIATES, VENDORS, CONTENT PROVIDERS AND SERVICE PROVIDERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS OF EACH (THE “PERPAY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM THE PERPAY INFORMATION. THIS PARAGRAPH DOES NOT IN ANY WAY AFFECT OUR RETURN POLICY FOR THE PRODUCTS. NOTWITHSTANDING THE FOREGOING, CERTAIN PRODUCTS MAY BE SUBJECT TO MANUFACTURER WARRANTIES WHILE SUCH WARRANTIES ARE IN EFFECT. FROM TIME TO TIME, THE PERPAY INFORMATION MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS AND MAY NOT BE UP TO DATE. PERPAY RESERVES THE RIGHT TO CORRECT INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS AND TO CHANGE OR UPDATE INFORMATION AT ANY TIME WITHOUT PRIOR NOTICE REGARDLESS OF WHETHER BEFORE OR AFTER YOU PLACED YOUR ORDER. PLEASE NOTE THAT SUCH ERRORS, INACCURACIES OR OMISSIONS MAY RELATE TO PRODUCT DESCRIPTION, PRICING AND AVAILABILITY. IF YOU ARE NOT FULLY SATISFIED WITH YOUR PURCHASE YOU MAY RETURN IT IN ACCORDANCE WITH THE TERMS OF OUR SHIPPING AND RETURN POLICY. OUR CURRENT PRICES CAN BE FOUND ON THE COMMUNICATION FACILITIES. WE MAKE REASONABLE EFFORTS TO ACCURATELY DISPLAY THE ATTRIBUTES OF OUR PRODUCTS, INCLUDING THE APPLICABLE COLORS; HOWEVER, THE ACTUAL COLOR YOU SEE WILL DEPEND ON YOUR COMPUTER SYSTEM, AND WE CANNOT GUARANTEE THAT YOUR COMPUTER WILL ACCURATELY DISPLAY SUCH COLORS. THE INCLUSION OF ANY PRODUCTS ON THE COMMUNICATION FACILITIES AT A PARTICULAR TIME DOES NOT IMPLY OR WARRANT THAT THESE PRODUCTS WILL BE AVAILABLE AT ANY TIME. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PERPAY OR THROUGH THE PERPAY INFORMATION WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE PERPAY PARTIES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTIES ON THE PERPAY INFORMATION, INCLUDING WITHOUT ANY LIMITATION, ANY USERS OF THE PERPAY INFORMATION. LIMITATION OF LIABILITY YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PERPAY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PERPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, ANY OF THE PRODUCTS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF PERPAY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE PERPAY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH PERPAY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PERPAY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO PERPAY PROPERTIES OR PRODUCTS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PERPAY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PERPAY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PERPAY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. YOU HEREBY AGREE THAT PERPAY’S TOTAL LIABILITY TO YOU, AND YOUR SOLE REMEDY AGAINST PERPAY, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO PERPAY BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES, OR (C) ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PERPAY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PERPAY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PERPAY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE PERPAY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PERPAY AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. Electronic Communication You acknowledge and agree that the communications between you and Perpay may be via electronic means. You consent to receive communications from Perpay in an electronic form, including but not limited to via e-mail and notices posted on the Services. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). TCPA Consent Without limiting any other rights Perpay or any person or entity acting on our behalf may have, you consent to us (and/or any person or entity acting on our behalf) communicating with you in connection with the Communication Facilities, via e-mails, text messages, calls, and push notifications, using any telephone number, email address, or other contact information for you (or any persons listed on your application as a reference) that you have provided or will provide in the future to us (and/or any person or entity acting on our behalf). Perpay (and/or any person or entity acting on our behalf) may communicate with you using any current or future means of communication, including but not limited to: automated telephone dialing equipment, as defined by law, the FTC or the FCC; artificial or prerecorded voice messages; telephone or other electronic facsimile machine; SMS or text messages; and email directed to you at a mobile telephone service, or email otherwise directed to you. Perpay (and/or any person or entity acting on our behalf) may use such means of communication even if you will incur costs to receive such telephone messages, telephone calls, SMS or text messages, emails, or other communications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Communication Facilities, updates concerning new and existing features on the Communication Facilities, communications concerning promotions run by us or our third-party partners and other marketing communications (if you have separately consented to receipt of marketing communications), and news concerning Perpay and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. You understand that you are not required to provide a marketing consent as a condition of receiving any property, goods or services. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ALSO UNDERSTAND THAT, IF YOU HAVE OPTED IN BUT SUBSEQUENTLY WISH TO OPT OUT OF RECEIVING PROMOTIONAL TEXT MESSAGES FROM PERPAY AT ANY TIME, YOU MAY DO SO EITHER BY TEXTING THE WORD “STOP” TO BOTH 215-398-1284 AND 96167 USING THE MOBILE DEVICE THAT IS RECEIVING THE MESSAGES, OR BY CONTACTING HELLO@PERPAY.COM IF YOU WISH TO OPT OUT OF ALL TEXTS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS), YOU CAN TEXT THE WORD “STOP” TO BOTH 215-398-1284 AND 96167 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE COMMUNICATION FACILITIES. Third Party Services Third Party Websites, Applications and Ads: The Services may contain links to third-party websites, applications and advertisements. Any such link is provided only as a convenience and Perpay does not review, approve, monitor, endorse, warrant or make any representations with respect to such third-party website, application or advertisement, or the contents thereof or the products and/or services offered. When you click on a link to website, application or advertisement, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Perpay has no control over any such third-party websites, applications or advertisements, the contents thereof or the products and/or services offered. You should read such terms and conditions and privacy policies carefully before using any such third-party website, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Your access to and use of such linked websites, application and advertisement is governed by the terms and conditions and privacy policies of those sites, applications and advertisements, and shall be at your own risk. Perpay is not responsible for the content of any third-party websites, nor does Perpay make any warranties or representations, express or implied, regarding the content on any third-party websites, and Perpay shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such websites or otherwise. You agree to comply with all applicable third-party terms of agreement when using Perpay's Services including our partner, Pinwheel (https://www.pinwheelapi.com/terms-and-policies#termsOfUse). We are not a party to those agreements and we have no responsibility for the products and services provided by third parties. You acknowledge and agree that this agreement is between you and Perpay, not with any Covered Third Party. You acknowledge and agree that we are solely responsible for Perpay's services and for providing maintenance and support services for Perpay's services. App Stores: You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store''). You acknowledge that the Agreement is between you and Perpay and not with the App Store. Perpay, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Perpay Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. Accessing and Downloading the Application from iTunes: The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: You acknowledge and agree that (i) the Agreement is concluded between you and Perpay only, and not Apple, and (ii) Perpay, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Perpay and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Perpay. You and Perpay acknowledge that, as between Perpay and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Perpay acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Perpay and Apple, Perpay, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You and Perpay acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application. Termination; Survival of Provisions Term: The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement. Prior Use: Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Perpay Properties, unless earlier terminated in accordance with the Agreement. Perpay’s Right to Terminate Your Use: Perpay may terminate your right to use the Services (in whole or part), or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Perpay may exercise this right to terminate include, without limitation: (a) you have breached any provision of the Agreement; (b) you have engaged in conduct which Perpay, in its sole discretion, considers to be unacceptable; (c) Perpay is required by law to do so; or (d) Perpay no longer provides the Services. The above are only examples of circumstances in which Perpay may terminate your right to use the Services and Perpay may terminate your right to use the Services for any other reason in its sole discretion. Such termination includes deletion of your password and all related information, files and Content associated with your Account (or any part thereof), including Your Content. Perpay will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. In addition to suspending or terminating your access to the Services, Perpay reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Effect of Termination: Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Perpay for Products purchased will remain due. No Subsequent Registration: If your registration(s) with, or ability to access, the Services or any other Perpay community, is discontinued by Perpay due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Perpay community through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Perpay reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. Survival of Provisions: Your obligations and the disclaimers and provisions relating to the following sections of these Terms and Conditions will survive any termination or expiration of the Terms and Conditions, regardless of the reason for that termination or expiration: (a) Ownership, (b) Disclaimer of Warranties, (c) Limitation of Liability, (d) Indemnification, (e) Choice of Law, (f) Miscellaneous. Survival of Other Obligations: You acknowledge that: (a) any legal obligations you may have under any other agreement with Perpay (including any agreement for services) will not be affected in any way by the termination of the Terms and Conditions; and (b) any such other agreement between you and Perpay will continue to be in effect in accordance with its terms. Perpay's Remedies You acknowledge and agree that misappropriation or misuse of any content or data contained on the Services or your failure, following termination of your rights to access or use the Services, to cease accessing or using the Services will result in immediate and irreparable harm to Perpay for which there is no adequate monetary remedy. Accordingly, if you violate the Agreement, Perpay will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not instead of or in substitution for) any other remedies at law or in equity, without the need for the posting of a bond or any other requirement. Without prejudice to Perpay’s other rights under the Agreement, if you breach the Agreement in any way, Perpay may take such action as Perpay deems appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, terminating any and all of your Perpay accounts or memberships, blocking computers using your IP address from accessing the Services, contacting your internet service provider or other telecommunications provider to request that it block your access to the Services and/or bringing court proceedings or taking other legal action against you. Indemnification You agree to indemnify and hold the Perpay Parties harmless from and against any suit, action, claim, demand, penalty or loss (including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party), brought or asserted by any third party (including any government agency or body) due to, in connection with or arising out of (i) Your Content; (ii) your use of, or inability to use, any Perpay Property; (iii) your violation of the Agreement; (iv) your violation of any applicable law, rule, regulation, order or other legal mandate, or the rights of a third party, including Registered Users; or (v) any act or omission by your agent, representative or third-party service provider while using your Account, regardless of whether the specific use was expressly authorized by you or not. Perpay reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Perpay in asserting any available defenses. This provision does not require you to indemnify any of the Perpay Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services. Fair Practices You agree not to: (i) make any representations, warranties or guarantees on Perpay’s behalf or with respect to the Communication Facilities; (ii) make any false or misleading representations with regard to Perpay or the Communication Facilities; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Communication Facilities. Release You hereby release Perpay Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Perpay Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. Assignment You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Agreement and any attempted assignment, delegation, subcontract or transfer in violation of the foregoing will be null and void. Perpay may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Agreement without notifying you or obtaining your consent. Choice of Law The Agreement and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to the Agreement, the Services or the Content, the negotiation, interpretation, validity or performance of the Agreement, the rights and obligations of you and us hereunder or any transaction contemplated by the Services shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules or principles of conflict of laws or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction. Procedure for Making Claims of Copyright Infringement It is Perpay’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Perpay by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please email Perpay at hello@perpay.com with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Monitoring and Enforcement Perpay reserves the right to: (1) remove or refuse to post any of your Content for any or no reason in our sole discretion; (2) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Perpay; (3) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (4) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (5) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. If Perpay becomes aware of any possible violations by you of the Agreement, Perpay reserves the right to investigate such violations. If, as a result of the investigation, Perpay believes that criminal activity has occurred, Perpay reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Perpay is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Perpay’s possession in connection with your use of the Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Perpay, its Registered Users or the public, and all enforcement or other government officials, as Perpay in its sole discretion believes to be necessary or appropriate. Notice. Where Perpay requires that you provide an email address, you are responsible for providing Perpay with your most current email address. In the event that the last e-mail address you provided to Perpay is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Perpay’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Perpay at the following address: Perpay Inc, 2400 Market Street, Suite 300, Philadelphia, Pennsylvania 19103. Such notice shall be deemed given when received by Perpay by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. Miscellaneous The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter. You acknowledge and agree that all rights not otherwise expressly granted to you by the Agreement are reserved to Perpay. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Perpay as a result of the Agreement or any use of the Services. The failure of Perpay to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any of the terms of the Agreement be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. You and Perpay agree that the court should give effect to the your and Perpay’s intentions as reflected in such provision, and the other provisions of the Agreement shall remain in full force and effect. Perpay shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. The section titles in the Agreement are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Perpay, nor trade practice, shall serve to modify any provision of the Agreement. For purposes of these Terms and Conditions, the terms "include," "includes," "including," "such as" and "for example," shall be construed as if each term were followed by the words, "without limitation." Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Federal Truth-In-Lending Disclosures ANNUAL PERCENTAGE RATE (The cost of your credit as a yearly rate) 0% FINANCE CHARGE (The dollar amount the credit will cost you as a yearly rate) 0% AMOUNT FINANCED (The amount of credit provided to you on your behalf) Total $ Amount of your Order TOTAL OF PAYMENTS (The amount you will have paid after repayment is complete) Total $ Amount of your Order. In cases where your employer limits payroll deductions to whole dollar amounts, your total amount of payments may be slightly more than the amount shown. NUMBER OF PAYMENTS The number of payments you selected (e.g., 4, 8, 16 or 18) AMOUNT OF PAYMENTS (The total $ amount of your order) / (The number of payments you selected) YOUR PAYMENTS WILL BE Weekly, Bi-Weekly, Semi-Monthly, or Monthly depending on your pay-cycle and will commence on your next scheduled pay date or shortly thereafter. INSURANCE Credit Life Insurance and Credit Disability Insurance are not offered as part of this transaction. SECURITY You are giving a security interest in the goods being purchased. PREPAYMENT If you pay early, you will not have to pay a penalty, and you may, under certain circumstances, receive a partial refund of the finance charges paid. Questions, Complaints, Claims – Our Contact Information Perpay welcomes questions, complaints and claims with respect to the Services. Please contact us at: hello@perpay.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. Consumer Complaints In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. Privacy To view our Privacy Policy, please visit https://perpay.com/privacy Clause We have put this Arbitration Clause (“Clause”) in question and answer form to make it easier to understand. However, this Clause is part of the Terms and Conditions and is legally binding. Background and Scope. Question Short Answer Further Detail What is arbitration? An alternative to a court case In arbitration, a third party arbitrator (“TPA”) resolves “Claims” (as defined below) in a hearing. It is less formal than a court case. Is it different from court and jury trials? Yes The hearing is private. There is no jury. It is usually less formal, faster and less expensive than a lawsuit. Pre-hearing fact finding (called “discovery”) is limited. Appeals are limited. Courts rarely overturn arbitration awards. Can you opt-out of this Clause? Yes, within 60 days If you do not want this Clause to apply, you must send us a signed notice within 60 calendar days after you first use the Communication Facilities. You must send the notice by mail to Perpay Inc, 2400 Market Street, Suite 300, Philadelphia, Pennsylvania 19103 (the “Notice Address”), Attn. “Arbitration Opt-Out.” What is this Clause about? The parties' agreement to arbitrate Claims Unless you are a member of the Armed Forces or a dependent of such a member, protected by the Military Lending Act (a “Covered Consumer”) or unless you opt out, you and we agree that any party may elect to arbitrate or require arbitration of any "Claim" as defined below. Who does the Clause cover? You, us and certain "Related Parties" This Clause governs you, us and our “Related Parties": (1) our parents, subsidiaries and affiliates; (2) employees, directors, officers, shareholders, members and representatives of ours or such other entities; and (3) any person or company (including Pinwheel) that is involved in a Claim you pursue at the same time you pursue a related Claim against us. However, this Clause does not apply if you are a Covered Consumer. What Claims does the Clause cover? All Claims (except certain Claims about this Clause) This Clause governs all “Claims” that would usually be decided in court and are between you and us (or any Related Party). In this Clause, the word “Claims” has the broadest reasonable meaning. It includes contract and tort (including intentional tort) claims and claims under constitutions, statutes, ordinances, rules and regulations. It includes all claims even indirectly related to the Communication Facilities, any Product, and purchase or our relationship with you. It includes claims related to collections, privacy and customer information. It includes claims related to the validity in general of the Agreement. However, it does not include Claims about the validity, coverage or scope of this Clause or any part of this Clause. All such Claims are for a court and not the TPA to decide. Who handles the arbitration? Usually AAA or JAMS Arbitrations are conducted under this Clause and the rules of the arbitration company in effect at the time the arbitration is commenced. However, arbitration rules that conflict with this Clause do not apply. The arbitration company will be either: The American Arbitration Association ("AAA"), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org. JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018,www.jamsadr.com. Any other company picked by agreement of the parties. If all the above options are unavailable, a court will pick the arbitration company. No arbitration brought on a class basis may be administered without our consent by any arbitration company that would permit class arbitration under this Clause. The TPA will be selected under the arbitration company's rules. However, the arbitrator must be a lawyer with at least ten years of experience or a retired judge unless you and we otherwise agree. Can Claims be brought in court? Sometimes You or we may bring a lawsuit if the other party does not demand arbitration. We will not demand arbitration of any lawsuit you bring as an individual action in small-claims court. However, we may demand arbitration of any appeal of a small-claims decision or any small-claims action brought on a class basis. Are you giving up any rights? Yes For Claims subject to this Clause, you give up your right to: Have juries decide Claims. Have courts, other than small-claims courts, decide Claims. Serve as a private attorney general or in a representative capacity. Join a Claim you have with a Claim by other consumers. Bring or be a class member in a class action or class arbitration. We also give up the right to a jury trial and to have courts decide Claims you wish to arbitrate. Can you or another consumer start class arbitration? No The TPA is not allowed to handle any Claim on a class or representative basis. All Claims subject to this Clause must be decided in an individual arbitration or an individual small-claims action. This Clause will be void if a court rules that the TPA can decide a Claim on a class basis and the court's ruling is not reversed on appeal. What happens if part of this Clause cannot be enforced? It depends. If any portion of this Clause cannot be enforced, the rest of this Clause will continue to apply, except that: If a court rules that the TPA can decide a Claim on a class or other representative basis and the court's ruling is not reversed on appeal, only this sentence will apply and the remainder of this Clause will be void. AND If a party brings a Claim seeking public injunctive relief and a court determines that the restrictions in this Clause prohibiting the TPA from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties agree to request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for class relief or public injunctive relief be arbitrated. What law applies? The Federal Arbitration Act (“FAA”) This Agreement involves interstate commerce. Thus, the FAA governs this Clause. The TPA must apply substantive law consistent with the FAA. The TPA must honor statutes of limitation and privilege rights. Punitive damages are governed by the constitutional standards that apply in judicial proceedings. Will anything you do make this Clause ineffective? No This Clause stays in force even if: (1) any or all of the Agreements are ended; or (2) we transfer or assign our rights under any or all of the Agreements. Process. Question Short Answer Further Detail What must a party do before starting a lawsuit or arbitration? Send a written Claim Notice and work to resolve the Claim Before starting a lawsuit or arbitration, the Claimant must comply with Section 18 of this Agreement, captioned “Notice and Cure.” How does arbitration start? Mailing a notice If the parties do not reach an agreement to resolve the Claim within 30 days after notice of the Claim is received, the Claimant may start a lawsuit or arbitration, subject to the terms of this Clause. To start arbitration, the Claimant picks the arbitration company and follows the arbitration company's rules. If one party starts or threatens a lawsuit, the other party can demand arbitration. This demand can be made in court papers. It can be made if a party starts a lawsuit on an individual basis and then tries to pursue a class action. Once an arbitration demand is made, no lawsuit can be brought and any existing lawsuit must stop. Will any hearing be held nearby? Yes The TPA may decide that an in-person hearing is unnecessary and that he or she can resolve a Claim based on written filings and/or a conference call. However, any in-person arbitration hearing must be held at a place reasonably convenient to you. What about appeals? Very limited Appeal rights under the FAA are very limited. The TPA's decision will be final and binding, except for any FAA appeal right. Any appropriate court may enter judgment upon the arbitrator's award. Do arbitration awards affect other disputes? No No arbitration award involving the parties will have any impact as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have any impact in an arbitration between the parties to this Clause. Arbitration Fees and Awards. Question Short Answer Further Detail Who bears arbitration fees? Usually, we do We will pay all filing, administrative, hearing and TPA fees if you act in good faith, cannot get a waiver of such fees and ask us to pay. When will we cover your legal fees and costs? If you win If you win an arbitration, we will pay your reasonable fees and costs for attorneys, experts and witnesses. We will also pay these amounts if required under applicable law or the arbitration company's rules or if payment is required to enforce this Clause. The TPA shall not limit his or her award of these amounts because your Claim is for a small amount. Will you ever owe us for arbitration or attorneys' fees? Only for bad faith The TPA can require you to pay fees incurred by us if (and only if): (1) the TPA finds that you have acted in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); and (2) this power does not make this Clause invalid. Can a failure to resolve a Claim informally result in a larger recovery for you? Yes You are entitled to an arbitration award of at least $5,000 if: (1) you give us notice of a Claim on your own behalf (and not on behalf of any other party) and comply with all of the requirements of this Clause (including the requirements described in response to the question reading "What must a party do before starting a lawsuit or arbitration?)"; and (2) the TPA awards you money damages greater than the last amount you requested at least ten days before the arbitration commenced. This is in addition to the attorneys' fees and expenses (including expert witness fees and costs) to which you are otherwise entitled. This $5,000 minimum award is a single award that applies to all Claims you have raised or could have raised in the arbitration. Multiple awards of $5,000 are not contemplated by this Clause. Settlement demands and offers are strictly confidential. They may not be used in any proceeding by either party except to justify a minimum recovery of $5,000. Can an award be explained? Yes A party may request details from the TPA, within 14 days of the ruling. Upon such request, the TPA will explain the ruling in writing.
Privacy Policy Perpay, Inc. a Delaware corporation, together with its applicable subsidiaries, affiliates, assignees, and successors (collectively, "Perpay", "we", "us" or “our”) are committed to your personal privacy and your security online. This policy describes the ways we collect, use, share and protect your personal information. We do not ask you to register or enter personal information unless you wish to sign up for our email list or enroll in our membership program. Information We Collect About You We collect information about you in three ways: (I) Information You Provide: When you use Perpay's website and any services we might provide, you will generally be required to provide personally identifying information, which may include your e-mail address, name, address, telephone number and Social Security Number, as well as financial information, which may include income, employment and bank account information. You may also have to provide certain documents to verify the information you provide. In providing bank account information, you also expressly grant Plaid the right, power and authority (acting your behalf) to access and transmit the your User Data as reasonably necessary for Plaid to provide the Service to you. In doing so, you also acknowledge and agree to Plaid's Privacy Policy. (II) Information from Third Parties: Third parties, such as credit bureaus, may provide us with information on you. We may combine this information with information we already have about you to evaluate your application for services, to create or offer personalized products and services for you, or for similar purposes. (III) Information from Your Use of the Website: We may collect additional user behavior information during your use of the website. This may include device information (such as your internet protocol address), log information (such as pages visited), location information (such as your geographical location), and other information (such as cookies and anonymous identifiers). We will retain your information for as long as needed to provide you services or as necessary to comply with our legal obligations and our backup, archival and audit procedures. In addition, we partner with Underdog Technologies, Inc., d/b/a Pinwheel ("Pinwheel") to collect information about your payroll account transactions/settings, your income, salary, and wage information, and information from documents such as your paystubs, W-2s, W-4s, and 1099s ("Income Information") and your name, job title, employer name, start date, end date, and other employment details ("Employment Information"). Accordingly, you will be asked to provide your log-in credentials to your employer's payroll provider (such as ADP, Quickbooks, Gusto, or Workday) to Pinwheel. When you link an account through Pinwheel, you acknowledge that (1) Pinwheel will access and transmit your Income Information and Employment Information from your payroll provider to us and (2) pursuant to your instructions, Pinwheel may also change the account that receives your direct deposit. You also acknowledge that we will share certain information with Pinwheel to facilitate those connections (such as your name and payroll provider) and that such information, together with your Income Information and Employment Information, will be collected, used, and disclosed by Pinwheel in accordance with Pinwheel's Privacy Policy (https://getpinwheel.com/end-user-privacy/). How We Use Information We Collect Information we collect from you may be used in one or more of the following ways: To provide you with products and services, including in determining your eligibility for products and services we might provide To verify your identity and age as well as to guard against potential fraud To obtain, with your authorization, third-party data from credit bureaus or others in connection with your application To personalize your experience using the website To provide customer service To enable our service providers to provide you with services, such as funds transfers, billing, payments, and collection activities as needed To send you regular communications, including information and updates pertaining to your account as well as news, updates, and related product or service information To improve our products and services and identify, develop or offer new products and services For our marketing purposes to offer our products and services to you To enforce agreements with you To comply with any court order, law, or legal process, including retaining personal data or responding to any government or regulatory request; and/or To fulfill any other purpose for which you provide it or otherwise give your consent. Information We Share We may share information with third parties in the course of running our business, including: Service providers who assist with parts of our operations including but not limited to, technology providers, payment processing providers, credit bureaus, collections agencies and other service providers Credit bureaus to report account information, as permitted by law Companies that we plan to merge with or be acquired by, or companies we plan to sell Companies that we plan to merge with or be acquired by, or companies we plan to sell, divest or transfer all or a portion of our products and/or services to Law enforcement, government officials, or other third parties when we are compelled to do so by a subpoena, court order or similar legal procedure or we need to do so to comply with law; and Other third parties but only if you consent or direct us to do so Companies that include Perpay as a payment option Perpay will not sell or rent any of your personal information to third parties for their marketing purposes and only shares your personal information with third parties as described above. Information that has been made anonymous so that it does not identify a specific user is not considered personal information and we may share aggregated, non-identifiable user information with third parties, such as advertisers and content distributors. Federal and state laws allow you to restrict the sharing of your personal information in certain instances such as sharing your information so that third parties can market to you. However, because we will not share your information in these instances, there is no need for you to opt-out from this kind of information sharing. How We Protect Your Information Perpay is committed to safeguarding your personal information through various industry standard policies and practices. We protect your account security by employing session time-outs, which log you out of the website after a specified time period, and by employing secure password practices, including password strength requirements and secure password reset procedures. Your password is not known to any employee or service provider of Perpay. We protect your data in our care by storing sensitive personal and financial information, such as bank account numbers, in a secure, off-site, hosted environment, which can only be read or written though defined service access points which are password-protected and accessible only to employees and service providers with a permitted need to access such information. We also protect your information in transit by employing Secure Socket Layer (SSL) certificate technology which encrypts all data entered into our website and ensures the connection is secure. As an additional measure, we also require a 128-bit secure browser for logins and transactions. Cookies and Other Technologies We use various technologies to collect and store non-personally identifiable information when you use the website. This may include sending one or more cookies or anonymous identifiers to your computer or mobile device, including web beacons, clear GIFs, pixel tags and other means. Perpay may use such technologies or similar technologies to obtain non-personal information from you as an online visitor. Most browsers accept cookies automatically, but can be configured not to accept them or to indicate when a cookie is being sent. Generally, information in your browser's "Help" section of the toolbar, or on the website of the browser designer or vendor, will explain how to turn off or modify your browser's settings regarding cookies. Please note that without cookies, you may not be able to take full advantage of all of the website's features. We may use cookies, among other things, to keep track of any advertisements we may display or to compile aggregate, non-personally identifiable data about website traffic and website interaction so that we can offer better website experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our website visitors. These service providers are not permitted to use information about or from users collected on our behalf, except to help us conduct and improve our business. Links to Third-Party Websites The website may also contain links to websites that are not controlled or operated by us. This policy does not apply to such third-party websites and Perpay is not responsible for the content of such websites or the privacy practices of the third parties controlling or operating such websites. We encourage you to request and review the privacy policies of any third parties before disclosing your information such parties or visiting such third-party websites. Email and Notifications The website may also contain links to websites that are not controlled or operated by us. This policy does not apply to such third-party websites and Perpay is not responsible for the content of such websites or the privacy practices of the third parties controlling or operating such websites. We encourage you to request and review the privacy policies of any third parties before disclosing your information such parties or visiting such third-party websites. Product Reviews If you review a product on our site, this review may be posted on our site or associated social media sites in order to help other customers make informed purchase decisions. By completing a product review, you grant PayrollShopping.com and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form and at any location. Children's Privacy The website is intended for persons 18 years of age and older. We do not knowingly collect personal information from persons under 18 years of age. Accordingly, the provisions of the Children's Online Privacy Protection Act do not apply to the website. We encourage all parents and guardians to talk to their children about online safety and privacy and to monitor their children's use of the internet and mobile applications. Compliance with State and Federal Laws This privacy policy may not constitute your entire set of privacy rights, as these may also vary from state to state. To be certain of your privacy rights, you may wish to contact the appropriate agency in your state charged with overseeing privacy rights for consumers. Modifications to This Policy Perpay reserves the right to make changes to this policy at any time and from time to time and by using or accessing the website, you agree that we may modify this policy at any time without prior notice. Any modification is effective immediately upon posting on the website. Your continued use of the website after any modification of this policy indicates your acceptance of the modification and the policy as so modified. You will know if this privacy policy has been modified since your last visit to the website by referring to the last modified date at the end of this page. Notwithstanding the above, we will seek your consent to future modifications to the extent we are required to do so by applicable law. How You Can Contact Us You may email us at hello@perpay.com to request access to, correct, or delete any personal information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect. If you have questions or concerns regarding this policy, please contact us by emailing us at hello@perpay.com. This privacy policy was last modified on July 26, 2016. Your California Privacy Rights Beginning January 1, 2020, the California Consumer Privacy Act (“CCPA”) provides California consumers the right to request that a business disclose what Personal information it collects, uses, discloses, and sells. CALIFORNIA INFORMATION If you are a California resident, you have certain rights with respect to your personal information. Those rights and how you may exercise them are described below. The fact that you have elected to exercise these rights will have no adverse effect on the price and quality of the products and services we offer. RIGHT TO REQUEST INFORMATION ABOUT DISCLOSURE TO THIRD PARTIES FOR THEIR DIRECT MARKETING PURPOSES. You may request information about our disclosure of personal information to third parties or affiliated companies for their direct marketing purposes. To make such a request, please email us at hello@perpay.com. Please allow up to 30 days for us to process your request. You may submit such a request once per year. RIGHT TO KNOW. You may request that we provide you for the last 12 months a list of the categories of personal information we have collected about you, the categories of sources from which it was collected, the business purpose for collecting or “selling” the information, and the categories of “third parties” to whom we disclosed or “sold” that information. You may also request that we provide you in machine readable format a copy of the specific pieces of personal information we have collected about you in the past 12 months. You may make a request to know up to two times in a 12-month period, subject to limitations described in the law. For a list of general categories of information that we have collected and shared in the past 12 months, see the “Information We Collect About You” and “Information We Share” sections of our Privacy Policy at https://www.perpay.com/privacy. RIGHT TO DELETE. You may request that we delete any personal information that we have collected from you. However, the law exempts certain information from deletion. For example, we may keep information necessary for security and fraud detection. We also may keep information needed to provide you goods or services. For example, if you ask us to delete your data but retain your ability to purchase on Perpay, we will keep the information we need to continue providing you the ability to set up and manage your payments. When we respond to your request to delete, we will explain what (if any) information we have kept and why. Please note that the law does not consider anonymized or pseudonymized information to be “personal information,” and we may “delete” your information by anonymizing or pseudonymizing it. Information required to provide “consumer reports” as outlined under the Fair Credit Reporting Act (FCRA) is also excluded from deletion. NON-DISCRIMINATION. You have the right to be free from discrimination for using these rights. We will not deny you goods or services, charge you different rates, or give you different discounts because you used one of these rights. HOW TO MAKE A REQUEST. You may make a request to know or delete by emailing hello@perpay.com or by calling (215) 834-4200. When you make a request, we will take steps to verify your identity before responding. This is to protect your information. We will ask you to provide us your email and physical address. If you maintain an account with us, these must match the addresses connected to your account. We will then send you a physical letter to this address with a one-time code. You must then log-in to Perpay and provide the one-time code to us via our live chat service. Once you do, we will respond to your request. AUTHORIZED REPRESENTATIVES. You may also designate an authorized representative to make data subject rights requests on your behalf. We will require verification that you did in fact authorize the representative. Unless the law requires otherwise, your authorized representative must provide contact details for you. We will contact you to confirm that you authorized the representative. Once you confirm, we will promptly respond to the rights request. CONTACT FOR MORE INFORMATION. If you have questions please contact hello@perpay.com. RIGHT TO OPT OUT OF “SALE” OF PERSONAL INFORMATION If you are a California resident, you have the right to opt out of the “sale” of your personal information to “third parties.” Sale is defined very broadly. The law defines “sale” more broadly than you might think. It doesn’t just include the exchange of data for money. Instead, it covers any transfer of personal information to a “third party” in exchange for “other valuable consideration.” We do not transfer your information to third parties in exchange for money and we will not do so. However, we do transfer personal information to certain third parties in order to operate our business (for example, to market our products and services). It is possible that someone could claim that this transfer was in exchange for “other valuable consideration.” We want to be careful with and respectful of your information. Therefore, if you opt out, we will not transfer your information to any “third party” except as explained below (and allowed by law). Opting out may have impacts you don’t expect. Any transfer of data to a “third party” may be considered a “sale” of data. The law considers any other business a “third party” unless that business agrees to specific contractual provisions. We try to get all of the businesses to whom we send information to add this special language to their contracts with us. But not everyone will or can agree to those terms. As a result, if you opt out of the “sale” of data, we will not be able to send data to some of our business partners. That may mean that, after you opt out, you may not receive all of the marketing and other information you are accustomed to receiving from us. In the extreme, if one of our critical partners cannot agree to the special contract language, and is considered a “third party”, it is possible that some features of our web site or other services may not work for you after you opt out. In addition, California law prevents us from asking you to “opt in” for a year after you “opt out.” We are allowed to tell you, however, if a specific transaction requires a transfer of data to a third party. We may alert you if a transaction requires a transfer to a third party so that you can opt in if you would like to continue with the transaction. Minors. We do not “sell” the data of people under 16, and do not intend to collect data related to people who are under 13. Exceptions to the opt out. The law creates several exceptions that are important for you to be aware of. We are allowed to transfer data to a “service provider” even if you opt out. The law does not consider that kind of transfer to be a “sale.” A service provider is a business that agrees not to use your information for any purpose other than providing the services specified in our contract. For example, we transfer data to business partners to provide data security and detect fraud. Those businesses are “service providers.” Even if you opt out, we will continue to transfer data to our service providers. We are also allowed to transfer your data to a third party where you direct the transfer or direct us to interact with the third party. For example, if you direct us to use a specific payment method to pay for your order, even if you have opted out, we will still transfer the data necessary to process your order. Collecting information and using it ourselves is not a “sale.” Opting out of the “sale” of your data does not prevent us from continuing to collect and process your personal information. You can learn more about how and why we collect personal information in our Privacy Policy at https://www.perpay.com/privacy. The “opt out” only applies to “personal information.” This is information that is or is capable of being linked to you. That data is not “personal information.” Opting out will not limit our transfer of that data to third parties. Technical limitations on opt out. Please note that there are technical limits to our ability to identify data related to you and, if you opt out, to prevent the “sale” of that information to other parties. Where we can reasonably determine that information relates to you and you have opted out, we will not “sell” it to “third parties” (except as allowed by the law). However, we may not be able to determine that information relates to you. In that case, the information may be “sold” to a third party. Opting out is not unsubscribing. Opting out of the “sale” of personal information will not prevent you from receiving marketing messages from us. If you wish to unsubscribe from our emails, please follow the unsubscribe link in one of our emails. If you wish to unsubscribe from text messages, please follow the unsubscribe process for the program you opted into. HOW TO OPT OUT. If you would like to opt out of the “sale” of your data, you may email us at hello@perpay.com, or you may call us at (215) 834-4200. To use the email or phone number to opt out, you or your authorized representative will need to provide us the email address you wish to opt out. We will then send a message to that address. You must reply from that email address to complete the process. This extra step is to authenticate you and prevent fraud and abuse. If you want multiple email addresses opted out, you must provide each address to us. This is because we have no reasonable way to use a single address you give us to link to other addresses you may have. MORE ON PRIVACY. We take the security and privacy of your data very seriously. If you would like to learn more about it, please read our Privacy Policy at https://www.perpay.com/privacy.
Perpay Terms and Conditions Last Modified: June 16, 2021 Welcome to the website of Perpay, Inc., a Delaware corporation ("Perpay," "we," "us," or "our"). PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) CAREFULLY. At Perpay, our goal is to provide industry leading customer service and the best possible shopping experience for our customers. Placing an order on Perpay creates a promise to pay agreement between the purchasing party and Perpay, Inc. Because of the nature and duration of the direct deposit model, our Terms and Conditions of Use Policy differs from other Internet shopping sites to which you might be accustomed. These Terms and Conditions govern your access to and use of this website, www.perpay.com, including any subdomain thereof, and any other websites of Perpay (collectively, the "Website"), and your access to and use of the content, information, services, products, features, and resources available or enabled via the Website and/or Perpay’s mobile application (the “Application” and collectively with the Website and such content, information, services, products, features, and resources, the “Services”). The Services and the information on it are controlled by Perpay. All use of the Services, including your Perpay account (your "Account"), is subject to these Terms and Conditions. By agreeing to the Terms and Conditions, completing the registration process, and/or using or browsing the Website, using any of the Services, or downloading or using the Application, you represent that: (1) you have read, understand, and agree to be bound by these Terms and Conditions, (2) you are of legal age to form a binding contract with Perpay, and (3) you have the authority to enter into these Terms and Conditions personally, (4) you understand that these terms and conditions contain an arbitration clause which will have an impact on your legal rights in the event of a dispute with us. IF YOU DO NOT AGREE WITH ANYTHING CONTAINED IN THESE TERMS AND CONDITIONS, YOU MAY NOT SUBMIT INFORMATION TO, ACCESS INFORMATION FROM, OR OTHERWISE UTILIZE THE SERVICES. PLEASE BE AWARE THAT THE “TCPA CONSENT” SECTION OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA EMAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION. These Terms and Conditions constitute a binding legal contract between you and Perpay. Your use of the Services may also be subject to additional terms, conditions, policies, and agreements (the “Supplemental Terms”), which are incorporated by reference into this Agreement. If there is any contradiction between these Terms and Conditions and the Supplemental Terms, the Supplemental Terms shall take precedence with respect to the subject matter of the Supplemental Terms. These Terms and Conditions and any applicable Supplemental Terms are referred to herein as the “Agreement.” Modifications to the Terms and Conditions and the Website PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS AND CONDITIONS. You will know if these Terms and Conditions have been modified since your last visit to the Website by referring to the "Last Modified" date at the beginning of these Terms and Conditions. PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY PERPAY IN ITS SOLE DISCRETION AT ANY TIME. If we make any material changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us. Any changes to the Agreement will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users (as defined below), provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Perpay may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services after any modification of the Agreement will indicate your acceptance of the relevant modification and the Agreement as so modified. Perpay reserves the right, at any time or from time to time, to modify, add to, delete or discontinue, temporarily or permanently, the Services (or any part thereof) without notice to you. Notwithstanding the above, we will seek your consent to future modifications to the extent we are required to do so by applicable law. Use of the Services The Services are protected by copyright and other intellectual property laws throughout the world. Unless otherwise specified by Perpay in a separate license, your right to use any and all Services is subject to the Agreement. Use of Services: Subject to the Agreement, Perpay grants you a limited right to access and use the Services for your own personal, non-commercial and internal use only. Application License: Subject to your compliance with the Agreement, Perpay grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this paragraph, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group. Certain Restrictions; User Conduct: The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not (and shall not permit any third party to) license, sublicense, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Services; (b) you shall not (and shall not permit any third party to) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Perpay; (c) you shall not (and shall not permit any third party to) use any metatags or other “hidden text” using Perpay’s name or trademarks; (d) you shall not (and shall not permit any third party to) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not (and shall not permit any third party to) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not (and shall not permit any third party to) access the Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not (and shall not permit any third party to) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not (and shall not permit any third party to) impersonate any person or entity, including any employee or representative of Perpay: (j) you shall not (and shall not permit any third party to) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (k) you shall not (and shall not permit any third party to) attempt to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Perpay, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Perpay Property terminates the licenses granted by Perpay pursuant to the Agreement. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. Registration of Your Account Registering Your Account: In order to access certain features of the Services you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an Account. Registration Data: You agree that the registration information, including any paystubs or other requested documentation you provide during the registration of an Account (the “Registration Data”) is accurate, complete and current and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are: (i) 18 years of age or older; (ii) a U.S. resident; (iii) able to form a binding contract with Perpay; (iv) not prohibited by law from accessing the Services or have not previously been banned, terminated or otherwise denied access to the Services; and (v) not acting on behalf of a person whose access to the Services has been previously terminated or otherwise denied by us. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Once you have registered, you will receive or will be able to create or input a username and password. You are responsible for maintaining the confidentiality of your username and password. You agree not to disclose your password to any third party (except to any agent, representative or third party service provider of Perpay) and to exit from your Account at the end of each session. Perpay disclaims all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorized use of your username or password. If you become aware of any unauthorized use of, loss or theft of your username, password, or other account information or credentials, you agree to immediately inform us at hello@perpay.com. If you provide any information that is untrue, inaccurate, not current or incomplete, or Perpay has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Perpay has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Perpay reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Perpay, or if you have been previously banned from any of the Services. While data transmitted via the Services may be encrypted using a Secure Sockets Layer (SSL) protocol, please note that no technology can be considered completely secure or impenetrable and internet protocols and other public or proprietary technology used or accessed by the Services may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. We and you each acknowledge and agree that Perpay shall have no liability to you for any such exploitation or criminal conduct by third parties. Your Account: Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and to the benefit of Perpay. Necessary Equipment and Software: You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Application in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. Order Process Order Acceptance: Each part of any order that you submit to Perpay constitutes an offer to purchase. If you do not receive a message from Perpay confirming receipt of your order, please contact our Customer Service department at hello@perpay.com before re-entering your order. Perpay’s confirmation of receipt of your order does not constitute Perpay's acceptance of your order. Perpay is only deemed to have accepted your order once the product(s) you ordered (the “Product(s)”) have been shipped. To make an order through the Services, you must be enrolled in Perpay’s payroll direct deposit program. Order Issues: Perpay reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Product or receive insufficient or erroneous payment or shipping information, (ii) we suspect or it otherwise appears an order or associated payment may be connected to fraud, (iii) the Product is unavailable due to discontinuance or otherwise, (iv) you do not meet the eligibility requirements for use of the Services, or (v) you have exceeded your spending limit (vi) you have missed payments or made late payments in the past for a Perpay order. Returns: Please refer to our Return Policy found at: https://help.perpay.com/en/articles/108745-how-do-i-return-my-item if you would like to return any Product you purchased through the Services. Please note that the return policy varies by Product and not all Products are available for return. Please consult our Shipping and Return Policy for further details. Some items may be subject to a shipping and restocking fee. Damage claims must be submitted within 24-48 business hours of delivery, please inspect your order once it has arrived. Order Cancellation: If any Product is discontinued or otherwise becomes unavailable, Perpay reserves the right to cancel your order and provide you a credit for the amount paid for the Product. Restrictions on Resale: To protect the intellectual property rights of Perpay and its licensors and suppliers, to the extent permitted by law, any resale of Products for personal and/or business profit is strictly prohibited. Perpay reserves the right to decline any order that we deem to possess characteristics of reselling. Shipping: All items are prepared for shipment after your payment(s) via payroll direct deposit has been made on your scheduled payday. Risk of loss and title to items purchased from Perpay passes to the purchaser upon our delivery to the shipper. Depending upon your Product(s), shipments may be made in multiple packages and may be delivered on different dates. You will typically receive an email with tracking numbers within 3-5 business days of your first successful payment via payroll direct deposit, with the exception of furniture, mattresses, large TV's & other large appliances. These items are delivered via freight shipping and will require delivery to be scheduled with you directly. Please be advised it will take longer to generate tracking on freight delivery items. Items shipped via freight delivery (see individual product delivery details), in addition to all Ashley Furniture products, are unavailable to ship to US territories, Alaska, Hawaii, and Puerto Rico Shipping surcharges may apply, but are not limited to, small parcel orders shipping to US territories, Alaska, Hawaii, and Puerto Rico. Customers are not authorized to alter shipper delivery instructions in any way. If altered, Perpay Parties (as defined herein) and the carrier shall not be liable for any loss, claim, liability, or damage of any kind (“Loss”). This includes, but is not limited to, UPS My Choice. You agree to indemnify, defend, and hold harmless Perpay Parties and the carrier from all Loss arising from or relating to the alterations of the delivery instructions. Perpay uses a third-party service provider for fulfilling orders. By ordering any Product through the Services, you acknowledge that Perpay has no responsibility or liability for any delays that may result from orders handled by such third-party service provider. Perpay Parties and the shipment carrier shall not be liable to you for any Loss, including but not limited to direct, indirect, consequential, special or exemplary damages, whether based on contract or otherwise arising out of, or resulting from, UPS's provision of, or failure to provide, shipping service, including by following consignee instructions, failure to follow consignee instructions, delivery pursuant or contrary to consignee's instructions, misdelivery, or delayed delivery. By selecting the Authorized Shipment Release service, you authorize the carrier to release packages addressed to you at your address when no one is present to receive the delivery and you will be asked and are required to accept responsibility for any loss or damage to the package after it has been released at the address. In no event shall Perpay Parties or the carrier be liable for any Loss, including but not limited to those arising out of, or resulting from loss, theft, alteration of, unauthorized access to, or acquisition of, your personal information, or other security breach, compromise, or incident involving your personal information, whether by third parties or otherwise, arising out of or resulting from the release of packages pursuant to the Authorized Shipment Release. Fees and Purchase Terms Assessment of Spending Limit: Your “Approved Spending Limit” is the total dollar amount you may use towards purchases made through the Services. Your “Available Spending Limit” is your Approved Spending Limit minus any outstanding balances you have on your Account. Perpay may provide an estimated spending limit as a guide when placing your first order. Perpay reserves the right to change your spending limits at any time for any reason, including without limitation, your past payment history with Perpay or changes to your Account information. Promise to Pay:Each time you purchase a Product, you promise that you have the current intention and, to the best of your knowledge, you have the current ability to pay the full Perpay Purchase Price for the Product in accordance with the Perpay Payment Schedule. Absent a violation of this representation, you are not legally obligated to continue making payments. Accordingly, you do not “owe” us anything and, if you lose your job, have a medical emergency, encounter other unexpected financial difficulties you may cease making payments without legal liability to us. Of course, we ask you to do your best to resume payments when you can and will not approve further Product purchases while any scheduled payment under the Perpay Payment Schedule remains past due. Additionally, if you have enrolled in Perpay Plus and we are reporting your performance to one or more credit bureaus, we may report your failure to make all scheduled payments to one or more consumer reporting agencies. You expressly acknowledge and agree that your credit report may reflect late payments or missed payments. Additional Fees: Perpay will not charge any additional fees as result of missed or late payments. ACH/Credit/Debit Card Payment Authorization: In the event that you are unable to make payments through payroll direct deposit for an existing order(s), Perpay can charge your bank account (ACH), credit card or debit card (a “backup payment method”) on your behalf to satisfy your outstanding balance for an existing order(s). Payments made through a backup payment method can be made on a one-time or automatic recurring basis. Perpay will not make one-time or recurring charges using a backup payment method on your behalf without receiving your consent. A backup payment method can only be used to satisfy an outstanding balance for an existing order(s), you will not be able to move forward with a new order(s) until you are able to resume making payments through payroll direct deposit. The Backup Payment Provider agreement governs your use of the designated backup payment method, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. Perpay uses Stripe, Inc. as a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). By making payments via the Services, you agree to be bound by Stripe’s US Terms of Services available at: https://stripe.com/us/terms and Privacy Policy available at https://stripe.com/us/privacy. By using the Services, you hereby consent and authorize Perpay and Stripe, Inc. to share any information and payment instructions you provide to complete your transactions. You agree to immediately notify Perpay of any change in your payment information by sending an email to hello@perpay.com. Please contact hello@perpay.com regarding any billing disputes. Refunds: Except as set forth in any separate refund policy posted on the Services, all payments are non-refundable. Discounts and Promo Codes: We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official Perpay communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. Responsibility for Content Types of Content: You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Perpay, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Perpay, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”). No Obligation to Pre-Screen Content: You acknowledge that Perpay has no obligation to pre-screen Content (including, but not limited to, User Content), although Perpay reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that, except for your Registration Data, you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Perpay pre-screens, refuses or removes any Content, you acknowledge that Perpay will do so for Perpay’s benefit, not yours. Without limiting the foregoing, Perpay shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. Storage: Unless expressly agreed to by Perpay in writing elsewhere, Perpay has no obligation to store any of Your Content that you Make Available on the Services. Perpay has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Perpay retains the right to create reasonable limits on Perpay’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Perpay in its sole discretion. Restrictions: You may not Make Available any Content that: Is commercial or promotional in nature, without the prior written authorization of Perpay; Constitutes junk mail, unsolicited commercial messages ("spam"), chain letters, pyramid schemes or the like; Is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, is racially, ethnically, religiously or otherwise objectionable, or otherwise violates the legal rights of others or capable of giving rise to legal action whether against you or Perpay or any affiliate or a third party (in each case under any applicable law) or that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint; You are prohibited from making available by law or by contractual, fiduciary or other relationships or obligations (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or contains viruses, worms or any other computer, software or technological component, code, routine, script, malware, spyware, keystroke logger, Trojan horse, rootkit, files, application or program designed to intercept, interrupt, destroy, or limit the functionality of any computer software, network or hardware or telecommunications equipment. Content Provided by Other Users: The Services may contain User Content provided by other Registered Users. Perpay is not responsible for and does not control User Content. Perpay has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk. Investigations Perpay may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Perpay shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Perpay does not generally monitor user activity occurring in connection with the Services or Content, if Perpay becomes aware of any possible violations by you of any provision of the Agreement, Perpay reserves the right to investigate such violations, and Perpay may, at its sole discretion, immediately terminate your right to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you. Ownership Services: Except with respect to Your Content and User Content, all rights, title, and interest in and to the Services (including but not limited to, all contents of the Services, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of Perpay’s information related to providing services and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Services’ likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Services) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Perpay or its suppliers, as applicable. Such intellectual property is protected by federal and state law and international treaties. You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services. Trademarks: perpay and all related graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of Perpay and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Your Content: Perpay does not claim ownership of Your Content. You represent and warrant that you own and/or have all necessary rights to use and provide Your Content as contemplated herein. Subject to any applicable account settings that you select, you grant Perpay a fully-paid, royalty-free, perpetual, worldwide, royalty-free, irrevocable, non-exclusive, fully sublicensable right (including any moral rights) and license to copy, use, license, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, publicly display, publicly perform, and distribute Your Content (in whole or part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You agree that you, not Perpay, are responsible for all of Your Content that you Make Available on or in the Services. Username: Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Perpay to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. Feedback You Provide to Perpay You may from time to time provide ideas, suggestions, comments for enhancements or functionality, document, proposals, or other feedback ("Feedback") to us with respect to the Services. You acknowledge and agree that any such Feedback is given voluntarily and at your own risk and that Perpay has no obligations with respect to such Feedback (including confidentiality). We will endeavor to consider, and may discuss with or respond to you regarding Feedback you provide, but we shall have full discretion to determine whether or not to proceed with the development of the suggested or requested enhancements, new features or functionality. You hereby grant us a royalty-free, fully paid up, worldwide, transferable, fully sublicensable, irrevocable, non-exclusive, perpetual right and license to (a) copy, adapt, modify, re-format, distribute, transmit, display, perform, and create derivative works of, and otherwise exploit in any manner, any and all Feedback, and (b) use Feedback and/or any subject matter thereof, including without limitation the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. DISCLAIMER OF WARRANTIES THE COMMUNICATION FACILITIES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. YOUR USE OF THE COMMUNICATION FACILITIES IS AT YOUR OWN DISCRETION AND SOLE RISK. PERPAY DOES NOT WARRANT AS TO, OR GUARANTEE, THE ADEQUACY, SUFFICIENCY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE INFORMATION POSTED THROUGH THE COMMUNICATION FACILITIES (THE “PERPAY INFORMATION”) AND PERPAY SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, MISLEADING STATEMENTS OR INTERRUPTIONS THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PERPAY, ITS AFFILIATES, VENDORS, CONTENT PROVIDERS AND SERVICE PROVIDERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS OF EACH (THE “PERPAY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM THE PERPAY INFORMATION. THIS PARAGRAPH DOES NOT IN ANY WAY AFFECT OUR RETURN POLICY FOR THE PRODUCTS. NOTWITHSTANDING THE FOREGOING, CERTAIN PRODUCTS MAY BE SUBJECT TO MANUFACTURER WARRANTIES WHILE SUCH WARRANTIES ARE IN EFFECT. FROM TIME TO TIME, THE PERPAY INFORMATION MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS AND MAY NOT BE UP TO DATE. PERPAY RESERVES THE RIGHT TO CORRECT INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS AND TO CHANGE OR UPDATE INFORMATION AT ANY TIME WITHOUT PRIOR NOTICE REGARDLESS OF WHETHER BEFORE OR AFTER YOU PLACED YOUR ORDER. PLEASE NOTE THAT SUCH ERRORS, INACCURACIES OR OMISSIONS MAY RELATE TO PRODUCT DESCRIPTION, PRICING AND AVAILABILITY. IF YOU ARE NOT FULLY SATISFIED WITH YOUR PURCHASE YOU MAY RETURN IT IN ACCORDANCE WITH THE TERMS OF OUR SHIPPING AND RETURN POLICY. OUR CURRENT PRICES CAN BE FOUND ON THE COMMUNICATION FACILITIES. WE MAKE REASONABLE EFFORTS TO ACCURATELY DISPLAY THE ATTRIBUTES OF OUR PRODUCTS, INCLUDING THE APPLICABLE COLORS; HOWEVER, THE ACTUAL COLOR YOU SEE WILL DEPEND ON YOUR COMPUTER SYSTEM, AND WE CANNOT GUARANTEE THAT YOUR COMPUTER WILL ACCURATELY DISPLAY SUCH COLORS. THE INCLUSION OF ANY PRODUCTS ON THE COMMUNICATION FACILITIES AT A PARTICULAR TIME DOES NOT IMPLY OR WARRANT THAT THESE PRODUCTS WILL BE AVAILABLE AT ANY TIME. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PERPAY OR THROUGH THE PERPAY INFORMATION WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE PERPAY PARTIES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTIES ON THE PERPAY INFORMATION, INCLUDING WITHOUT ANY LIMITATION, ANY USERS OF THE PERPAY INFORMATION. LIMITATION OF LIABILITY YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PERPAY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PERPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, ANY OF THE PRODUCTS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF PERPAY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE PERPAY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH PERPAY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PERPAY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO PERPAY PROPERTIES OR PRODUCTS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PERPAY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PERPAY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PERPAY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. YOU HEREBY AGREE THAT PERPAY’S TOTAL LIABILITY TO YOU, AND YOUR SOLE REMEDY AGAINST PERPAY, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO PERPAY BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES, OR (C) ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PERPAY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PERPAY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PERPAY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE PERPAY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PERPAY AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. Electronic Communication You acknowledge and agree that the communications between you and Perpay may be via electronic means. You consent to receive communications from Perpay in an electronic form, including but not limited to via e-mail and notices posted on the Services. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). TCPA Consent Without limiting any other rights Perpay or any person or entity acting on our behalf may have, you consent to us (and/or any person or entity acting on our behalf) communicating with you in connection with the Communication Facilities, via e-mails, text messages, calls, and push notifications, using any telephone number, email address, or other contact information for you (or any persons listed on your application as a reference) that you have provided or will provide in the future to us (and/or any person or entity acting on our behalf). Perpay (and/or any person or entity acting on our behalf) may communicate with you using any current or future means of communication, including but not limited to: automated telephone dialing equipment, as defined by law, the FTC or the FCC; artificial or prerecorded voice messages; telephone or other electronic facsimile machine; SMS or text messages; and email directed to you at a mobile telephone service, or email otherwise directed to you. Perpay (and/or any person or entity acting on our behalf) may use such means of communication even if you will incur costs to receive such telephone messages, telephone calls, SMS or text messages, emails, or other communications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Communication Facilities, updates concerning new and existing features on the Communication Facilities, communications concerning promotions run by us or our third-party partners and other marketing communications (if you have separately consented to receipt of marketing communications), and news concerning Perpay and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. You understand that you are not required to provide a marketing consent as a condition of receiving any property, goods or services. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ALSO UNDERSTAND THAT, IF YOU HAVE OPTED IN BUT SUBSEQUENTLY WISH TO OPT OUT OF RECEIVING PROMOTIONAL TEXT MESSAGES FROM PERPAY AT ANY TIME, YOU MAY DO SO EITHER BY TEXTING THE WORD “STOP” TO BOTH 215-398-1284 AND 96167 USING THE MOBILE DEVICE THAT IS RECEIVING THE MESSAGES, OR BY CONTACTING HELLO@PERPAY.COM IF YOU WISH TO OPT OUT OF ALL TEXTS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS), YOU CAN TEXT THE WORD “STOP” TO BOTH 215-398-1284 AND 96167 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE COMMUNICATION FACILITIES. Third Party Services Third Party Websites, Applications and Ads: The Services may contain links to third-party websites, applications and advertisements. Any such link is provided only as a convenience and Perpay does not review, approve, monitor, endorse, warrant or make any representations with respect to such third-party website, application or advertisement, or the contents thereof or the products and/or services offered. When you click on a link to website, application or advertisement, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Perpay has no control over any such third-party websites, applications or advertisements, the contents thereof or the products and/or services offered. You should read such terms and conditions and privacy policies carefully before using any such third-party website, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Your access to and use of such linked websites, application and advertisement is governed by the terms and conditions and privacy policies of those sites, applications and advertisements, and shall be at your own risk. Perpay is not responsible for the content of any third-party websites, nor does Perpay make any warranties or representations, express or implied, regarding the content on any third-party websites, and Perpay shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such websites or otherwise. You agree to comply with all applicable third-party terms of agreement when using Perpay's Services including our partner, Pinwheel (https://www.pinwheelapi.com/terms-and-policies#termsOfUse). We are not a party to those agreements and we have no responsibility for the products and services provided by third parties. You acknowledge and agree that this agreement is between you and Perpay, not with any Covered Third Party. You acknowledge and agree that we are solely responsible for Perpay's services and for providing maintenance and support services for Perpay's services. App Stores: You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store''). You acknowledge that the Agreement is between you and Perpay and not with the App Store. Perpay, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Perpay Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. Accessing and Downloading the Application from iTunes: The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: You acknowledge and agree that (i) the Agreement is concluded between you and Perpay only, and not Apple, and (ii) Perpay, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Perpay and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Perpay. You and Perpay acknowledge that, as between Perpay and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Perpay acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Perpay and Apple, Perpay, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You and Perpay acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application. Termination; Survival of Provisions Term: The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement. Prior Use: Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Perpay Properties, unless earlier terminated in accordance with the Agreement. Perpay’s Right to Terminate Your Use: Perpay may terminate your right to use the Services (in whole or part), or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Perpay may exercise this right to terminate include, without limitation: (a) you have breached any provision of the Agreement; (b) you have engaged in conduct which Perpay, in its sole discretion, considers to be unacceptable; (c) Perpay is required by law to do so; or (d) Perpay no longer provides the Services. The above are only examples of circumstances in which Perpay may terminate your right to use the Services and Perpay may terminate your right to use the Services for any other reason in its sole discretion. Such termination includes deletion of your password and all related information, files and Content associated with your Account (or any part thereof), including Your Content. Perpay will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. In addition to suspending or terminating your access to the Services, Perpay reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Effect of Termination: Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Perpay for Products purchased will remain due. No Subsequent Registration: If your registration(s) with, or ability to access, the Services or any other Perpay community, is discontinued by Perpay due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Perpay community through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Perpay reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. Survival of Provisions: Your obligations and the disclaimers and provisions relating to the following sections of these Terms and Conditions will survive any termination or expiration of the Terms and Conditions, regardless of the reason for that termination or expiration: (a) Ownership, (b) Disclaimer of Warranties, (c) Limitation of Liability, (d) Indemnification, (e) Choice of Law, (f) Miscellaneous. Survival of Other Obligations: You acknowledge that: (a) any legal obligations you may have under any other agreement with Perpay (including any agreement for services) will not be affected in any way by the termination of the Terms and Conditions; and (b) any such other agreement between you and Perpay will continue to be in effect in accordance with its terms. Perpay's Remedies You acknowledge and agree that misappropriation or misuse of any content or data contained on the Services or your failure, following termination of your rights to access or use the Services, to cease accessing or using the Services will result in immediate and irreparable harm to Perpay for which there is no adequate monetary remedy. Accordingly, if you violate the Agreement, Perpay will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not instead of or in substitution for) any other remedies at law or in equity, without the need for the posting of a bond or any other requirement. Without prejudice to Perpay’s other rights under the Agreement, if you breach the Agreement in any way, Perpay may take such action as Perpay deems appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, terminating any and all of your Perpay accounts or memberships, blocking computers using your IP address from accessing the Services, contacting your internet service provider or other telecommunications provider to request that it block your access to the Services and/or bringing court proceedings or taking other legal action against you. Indemnification You agree to indemnify and hold the Perpay Parties harmless from and against any suit, action, claim, demand, penalty or loss (including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party), brought or asserted by any third party (including any government agency or body) due to, in connection with or arising out of (i) Your Content; (ii) your use of, or inability to use, any Perpay Property; (iii) your violation of the Agreement; (iv) your violation of any applicable law, rule, regulation, order or other legal mandate, or the rights of a third party, including Registered Users; or (v) any act or omission by your agent, representative or third-party service provider while using your Account, regardless of whether the specific use was expressly authorized by you or not. Perpay reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Perpay in asserting any available defenses. This provision does not require you to indemnify any of the Perpay Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services. Fair Practices You agree not to: (i) make any representations, warranties or guarantees on Perpay’s behalf or with respect to the Communication Facilities; (ii) make any false or misleading representations with regard to Perpay or the Communication Facilities; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Communication Facilities. Release You hereby release Perpay Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Perpay Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. Assignment You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Agreement and any attempted assignment, delegation, subcontract or transfer in violation of the foregoing will be null and void. Perpay may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Agreement without notifying you or obtaining your consent. Choice of Law The Agreement and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to the Agreement, the Services or the Content, the negotiation, interpretation, validity or performance of the Agreement, the rights and obligations of you and us hereunder or any transaction contemplated by the Services shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules or principles of conflict of laws or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction. Procedure for Making Claims of Copyright Infringement It is Perpay’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Perpay by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please email Perpay at hello@perpay.com with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Monitoring and Enforcement Perpay reserves the right to: (1) remove or refuse to post any of your Content for any or no reason in our sole discretion; (2) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Perpay; (3) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (4) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (5) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. If Perpay becomes aware of any possible violations by you of the Agreement, Perpay reserves the right to investigate such violations. If, as a result of the investigation, Perpay believes that criminal activity has occurred, Perpay reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Perpay is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Perpay’s possession in connection with your use of the Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Perpay, its Registered Users or the public, and all enforcement or other government officials, as Perpay in its sole discretion believes to be necessary or appropriate. Notice. Where Perpay requires that you provide an email address, you are responsible for providing Perpay with your most current email address. In the event that the last e-mail address you provided to Perpay is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Perpay’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Perpay at the following address: Perpay Inc, 2400 Market Street, Suite 300, Philadelphia, Pennsylvania 19103. Such notice shall be deemed given when received by Perpay by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. Miscellaneous The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter. You acknowledge and agree that all rights not otherwise expressly granted to you by the Agreement are reserved to Perpay. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Perpay as a result of the Agreement or any use of the Services. The failure of Perpay to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any of the terms of the Agreement be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. You and Perpay agree that the court should give effect to the your and Perpay’s intentions as reflected in such provision, and the other provisions of the Agreement shall remain in full force and effect. Perpay shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. The section titles in the Agreement are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Perpay, nor trade practice, shall serve to modify any provision of the Agreement. For purposes of these Terms and Conditions, the terms "include," "includes," "including," "such as" and "for example," shall be construed as if each term were followed by the words, "without limitation." Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Federal Truth-In-Lending Disclosures ANNUAL PERCENTAGE RATE (The cost of your credit as a yearly rate) 0% FINANCE CHARGE (The dollar amount the credit will cost you as a yearly rate) 0% AMOUNT FINANCED (The amount of credit provided to you on your behalf) Total $ Amount of your Order TOTAL OF PAYMENTS (The amount you will have paid after repayment is complete) Total $ Amount of your Order. In cases where your employer limits payroll deductions to whole dollar amounts, your total amount of payments may be slightly more than the amount shown. NUMBER OF PAYMENTS The number of payments you selected (e.g., 4, 8, 16 or 18) AMOUNT OF PAYMENTS (The total $ amount of your order) / (The number of payments you selected) YOUR PAYMENTS WILL BE Weekly, Bi-Weekly, Semi-Monthly, or Monthly depending on your pay-cycle and will commence on your next scheduled pay date or shortly thereafter. INSURANCE Credit Life Insurance and Credit Disability Insurance are not offered as part of this transaction. SECURITY You are giving a security interest in the goods being purchased. PREPAYMENT If you pay early, you will not have to pay a penalty, and you may, under certain circumstances, receive a partial refund of the finance charges paid. Questions, Complaints, Claims – Our Contact Information Perpay welcomes questions, complaints and claims with respect to the Services. Please contact us at: hello@perpay.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. Consumer Complaints In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. Privacy To view our Privacy Policy, please visit https://perpay.com/privacy Clause We have put this Arbitration Clause (“Clause”) in question and answer form to make it easier to understand. However, this Clause is part of the Terms and Conditions and is legally binding. Background and Scope. Question Short Answer Further Detail What is arbitration? An alternative to a court case In arbitration, a third party arbitrator (“TPA”) resolves “Claims” (as defined below) in a hearing. It is less formal than a court case. Is it different from court and jury trials? Yes The hearing is private. There is no jury. It is usually less formal, faster and less expensive than a lawsuit. Pre-hearing fact finding (called “discovery”) is limited. Appeals are limited. Courts rarely overturn arbitration awards. Can you opt-out of this Clause? Yes, within 60 days If you do not want this Clause to apply, you must send us a signed notice within 60 calendar days after you first use the Communication Facilities. You must send the notice by mail to Perpay Inc, 2400 Market Street, Suite 300, Philadelphia, Pennsylvania 19103 (the “Notice Address”), Attn. “Arbitration Opt-Out.” What is this Clause about? The parties' agreement to arbitrate Claims Unless you are a member of the Armed Forces or a dependent of such a member, protected by the Military Lending Act (a “Covered Consumer”) or unless you opt out, you and we agree that any party may elect to arbitrate or require arbitration of any "Claim" as defined below. Who does the Clause cover? You, us and certain "Related Parties" This Clause governs you, us and our “Related Parties": (1) our parents, subsidiaries and affiliates; (2) employees, directors, officers, shareholders, members and representatives of ours or such other entities; and (3) any person or company (including Pinwheel) that is involved in a Claim you pursue at the same time you pursue a related Claim against us. However, this Clause does not apply if you are a Covered Consumer. What Claims does the Clause cover? All Claims (except certain Claims about this Clause) This Clause governs all “Claims” that would usually be decided in court and are between you and us (or any Related Party). In this Clause, the word “Claims” has the broadest reasonable meaning. It includes contract and tort (including intentional tort) claims and claims under constitutions, statutes, ordinances, rules and regulations. It includes all claims even indirectly related to the Communication Facilities, any Product, and purchase or our relationship with you. It includes claims related to collections, privacy and customer information. It includes claims related to the validity in general of the Agreement. However, it does not include Claims about the validity, coverage or scope of this Clause or any part of this Clause. All such Claims are for a court and not the TPA to decide. Who handles the arbitration? Usually AAA or JAMS Arbitrations are conducted under this Clause and the rules of the arbitration company in effect at the time the arbitration is commenced. However, arbitration rules that conflict with this Clause do not apply. The arbitration company will be either: The American Arbitration Association ("AAA"), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org. JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018,www.jamsadr.com. Any other company picked by agreement of the parties. If all the above options are unavailable, a court will pick the arbitration company. No arbitration brought on a class basis may be administered without our consent by any arbitration company that would permit class arbitration under this Clause. The TPA will be selected under the arbitration company's rules. However, the arbitrator must be a lawyer with at least ten years of experience or a retired judge unless you and we otherwise agree. Can Claims be brought in court? Sometimes You or we may bring a lawsuit if the other party does not demand arbitration. We will not demand arbitration of any lawsuit you bring as an individual action in small-claims court. However, we may demand arbitration of any appeal of a small-claims decision or any small-claims action brought on a class basis. Are you giving up any rights? Yes For Claims subject to this Clause, you give up your right to: Have juries decide Claims. Have courts, other than small-claims courts, decide Claims. Serve as a private attorney general or in a representative capacity. Join a Claim you have with a Claim by other consumers. Bring or be a class member in a class action or class arbitration. We also give up the right to a jury trial and to have courts decide Claims you wish to arbitrate. Can you or another consumer start class arbitration? No The TPA is not allowed to handle any Claim on a class or representative basis. All Claims subject to this Clause must be decided in an individual arbitration or an individual small-claims action. This Clause will be void if a court rules that the TPA can decide a Claim on a class basis and the court's ruling is not reversed on appeal. What happens if part of this Clause cannot be enforced? It depends. If any portion of this Clause cannot be enforced, the rest of this Clause will continue to apply, except that: If a court rules that the TPA can decide a Claim on a class or other representative basis and the court's ruling is not reversed on appeal, only this sentence will apply and the remainder of this Clause will be void. AND If a party brings a Claim seeking public injunctive relief and a court determines that the restrictions in this Clause prohibiting the TPA from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties agree to request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for class relief or public injunctive relief be arbitrated. What law applies? The Federal Arbitration Act (“FAA”) This Agreement involves interstate commerce. Thus, the FAA governs this Clause. The TPA must apply substantive law consistent with the FAA. The TPA must honor statutes of limitation and privilege rights. Punitive damages are governed by the constitutional standards that apply in judicial proceedings. Will anything you do make this Clause ineffective? No This Clause stays in force even if: (1) any or all of the Agreements are ended; or (2) we transfer or assign our rights under any or all of the Agreements. Process. Question Short Answer Further Detail What must a party do before starting a lawsuit or arbitration? Send a written Claim Notice and work to resolve the Claim Before starting a lawsuit or arbitration, the Claimant must comply with Section 18 of this Agreement, captioned “Notice and Cure.” How does arbitration start? Mailing a notice If the parties do not reach an agreement to resolve the Claim within 30 days after notice of the Claim is received, the Claimant may start a lawsuit or arbitration, subject to the terms of this Clause. To start arbitration, the Claimant picks the arbitration company and follows the arbitration company's rules. If one party starts or threatens a lawsuit, the other party can demand arbitration. This demand can be made in court papers. It can be made if a party starts a lawsuit on an individual basis and then tries to pursue a class action. Once an arbitration demand is made, no lawsuit can be brought and any existing lawsuit must stop. Will any hearing be held nearby? Yes The TPA may decide that an in-person hearing is unnecessary and that he or she can resolve a Claim based on written filings and/or a conference call. However, any in-person arbitration hearing must be held at a place reasonably convenient to you. What about appeals? Very limited Appeal rights under the FAA are very limited. The TPA's decision will be final and binding, except for any FAA appeal right. Any appropriate court may enter judgment upon the arbitrator's award. Do arbitration awards affect other disputes? No No arbitration award involving the parties will have any impact as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have any impact in an arbitration between the parties to this Clause. Arbitration Fees and Awards. Question Short Answer Further Detail Who bears arbitration fees? Usually, we do We will pay all filing, administrative, hearing and TPA fees if you act in good faith, cannot get a waiver of such fees and ask us to pay. When will we cover your legal fees and costs? If you win If you win an arbitration, we will pay your reasonable fees and costs for attorneys, experts and witnesses. We will also pay these amounts if required under applicable law or the arbitration company's rules or if payment is required to enforce this Clause. The TPA shall not limit his or her award of these amounts because your Claim is for a small amount. Will you ever owe us for arbitration or attorneys' fees? Only for bad faith The TPA can require you to pay fees incurred by us if (and only if): (1) the TPA finds that you have acted in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); and (2) this power does not make this Clause invalid. Can a failure to resolve a Claim informally result in a larger recovery for you? Yes You are entitled to an arbitration award of at least $5,000 if: (1) you give us notice of a Claim on your own behalf (and not on behalf of any other party) and comply with all of the requirements of this Clause (including the requirements described in response to the question reading "What must a party do before starting a lawsuit or arbitration?)"; and (2) the TPA awards you money damages greater than the last amount you requested at least ten days before the arbitration commenced. This is in addition to the attorneys' fees and expenses (including expert witness fees and costs) to which you are otherwise entitled. This $5,000 minimum award is a single award that applies to all Claims you have raised or could have raised in the arbitration. Multiple awards of $5,000 are not contemplated by this Clause. Settlement demands and offers are strictly confidential. They may not be used in any proceeding by either party except to justify a minimum recovery of $5,000. Can an award be explained? Yes A party may request details from the TPA, within 14 days of the ruling. Upon such request, the TPA will explain the ruling in writing.
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