Thank you for your interest in Faire Pay. “Faire Pay” is a revolving credit account offered by Lead Bank in Lead-Originated Markets, that qualifying Retailers may use to pay for purchases from Brands through the Services. Throughout this Faire Pay Loan Agreement (“Agreement”), the term “Faire” refers to Faire Wholesale, Inc.; the terms “you” and “your” refer to you as a Retailer that elects to use Faire Pay; and the terms “Faire Pay Administrators”, “us”, “our”, and “we” refers either to both Faire and Lead Bank.
This Faire Pay Loan Agreement supplements Faire’s Terms of Service and the Retailer Terms of Service (collectively, the “General and Retailer Terms”). This Faire Pay Loan Agreement, along with the General and Retailer Terms (collectively, the “Faire ToS”), govern your eligibility for and use of Faire Pay. Capitalized terms used but not defined in this Agreement have the meanings given in the General and Retailer Terms. To the extent of any conflict between this Agreement and the General and Retailer Terms, this Agreement will control solely with respect to your eligibility for and use of Faire Pay revolving credit account issued by Lead Bank.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND HOW THE ARBITRATION PROVISION SET FORTH IN SECTION 6 BELOW WORKS.
By applying to use Faire Pay, or by using Faire Pay, you agree to be bound by and comply with this Agreement. If you do not agree to any portion of this Agreement, you must not use, apply to use, or opt in to use, Faire Pay.
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Availability of and Eligibility for Faire Pay
- Faire Pay is only available to Retailers located in one of the 50 U.S. states. Subject to this Agreement and applicable laws, Lead Bank will make Faire Pay available on an invitation-only basis to qualifying Retailers located in the following U.S. states: Alabama, Alaska, Arkansas, California, Connecticut, Delaware, Florida, Georgia, Hawaii, Kansas, Kentucky, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, New York, North Dakota, Oregon, South Dakota, Rhode Island, Tennessee, Texas, Utah, and Vermont (each a “Lead-Originated Market”), and Faire will service these loans on behalf of Lead Bank.
If you have not received an invitation to participate in Faire Pay, or if you are not located in a Lead-Originated Market, you are not eligible to, and you must not, use, apply, or opt-in to use Faire Pay as offered by Lead Bank at this time.
Subject to this Agreement and applicable laws, the Faire Pay Administrators in our discretion will establish and apply the credit risk and other criteria for determining your eligibility and qualification to use Faire Pay, and Faire may amend or terminate your eligibility or qualification to use Faire Pay at any time for any reason with or without notice to you.
You must not apply for, opt-in to use, or use Faire Pay if you are prohibited from doing so by applicable laws.
Lead Bank loans are made in the State of Missouri. Loans originated by Lead Bank are cancelable by Lead Bank without notice, at any time, and for any reason to the extent permitted by law.
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Opting in to and Using Faire Pay
Opting in to Faire Pay. To use Faire Pay, you must affirmatively agree to this Agreement and link your Faire Pay account to a U.S. bank account from which repayments on your Faire Pay account will be drawn in accordance with this Agreement and pass the verification procedure identified in Section 5 below. Once you have completed these steps, the Faire Pay Administrators in our discretion may make Faire Pay available as a payment method for your transactions through the Services.
Choosing and Using Faire Pay. Where Faire Pay is available to you, you may select Faire Pay as a payment method for individual transactions through the Services, or you may select Faire Pay as your default payment method for all transactions through the Services. The Faire Pay Administrators in our discretion may decline to authorize any Faire Pay transaction or suspend or terminate the availability of Faire Pay to you.
Faire Pay Subtotal Discount. When you use Faire Pay as the payment method for a transaction through the Services, Faire will provide a certain percentage discount off of the amount of the purchase subtotal that is the subject of the transaction. You will receive the percentage discount that is shown to you when you apply for or opt-in to Faire Pay. The percentage discount applies to the purchase price subtotal, and not to any shipping costs, charges or fees accrued under the Faire General and Retailer Terms, or other charges added to the subtotal at checkout, even if those shipping costs, charges, or fees are paid for with Faire Pay. The percentage discount may be effectively reduced if other promotions or discounts are applied first. The Faire Pay Administrators may modify the amount of the percentage discount going forward, with thirty (30) days notice to you via email or through modification on the Faire Services. Your continued use of Faire Pay constitutes assent to any such modification.
Business Purpose Only. Faire Pay may be used only for commercial- or business-purpose transactions through the Services, and may not be used for any other transactions or purpose, including any personal, family, or household purposes.. Faire Pay may only be used by persons authorized by the Faire Pay Administrators. To be authorized, a user must successfully complete a background check in compliance with federal law.
Prohibited Use. Faire Pay may only be used to purchase products through the Faire Marketplace, for business purposes and not for personal, household, or family use. Any use of Faire Pay must adhere to the requirements and restrictions set forth in the General and Retailer Terms, including Terms of Service Section 14, and Retailer Terms of Service Section 4.
Authorized Users. Faire Pay may only be used by persons authorized by the Faire Pay Administrators. To be authorized, a user must successfully pass the verification procedures identified in Section 5 below.
Introductory Welcome Bonus. At its discretion, the Faire Pay Administrators may offer you an introductory welcome bonus of between $100-$900 in credit to be used on Faire. The exact amount of any introductory welcome bonus offered to you will be stated in your invitation to join Faire Pay, and is determined based on metrics related to your Faire Retailer Account. The introductory welcome bonus will only be awarded after you have completed account setup, including linking a bank account and successfully passing any verification procedures such as those referenced in Section 5 below.
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Faire Pay Account Terms
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Generally. When you use Faire Pay as the payment method for a transaction:
If you make full, timely payment of the transaction pursuant to the applicable Terms Account or Payment on Shipment Account terms (the “Standard Terms”), then the Faire Pay fees, charges, repayment, and other account terms provided in this Section 3 below (“Faire Pay Account Terms”) will not apply to the transaction. You can pay your Faire Pay balance at any time from the Faire Pay homepage (https://www.faire.com/faire-pay) by selecting “Make a Payment” and choosing whether to pay the statement balance, minimum payment, or a custom amount. Once a payment is submitted, it will appear in your transaction history on the Faire Pay page, making it easy to track recent activity and see the status of your payment. You can also manage future payments from the same page. By clicking the “Edit” link above the Make Payment button, you can choose between Autopay statement balance, Autopay minimum payment, and Manual payments, and if you have linked multiple bank accounts you can select which of your linked bank account should be used for the payment. Choosing “Autopay statement balance” means Faire will automatically withdraw the full statement balance from the selected bank account on the due date. Choosing “Autopay minimum payment” means Faire will automatically withdraw only the minimum amount due on the due date, and any remaining balance will carry forward and incur interest. Choosing “Manual payment” means Faire will not automatically withdraw a payment, and the user will need to visit the Faire Pay page and initiate a payment themselves via the "Make payment" button in advance of each due date. Autopay may be modified or discontinued any time before your payment due date. In the rare event that you identify an error due to automatic payments, you may contact Faire customer service to have any excess payment cancelled or reimbursed.
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If you do not make full, timely payment of the transaction pursuant to the applicable Standard Terms, then:
The Faire Pay Account Terms will apply automatically to the unpaid balance of the transaction as of the payment due date for the transaction pursuant to the applicable Standard Terms (the “Standard Terms Due Date”);
such unpaid balance will accrue to your Faire Pay statement balance on a predetermined calendar day each month, as predetermined by Faire and identified to you when you opt-in to Faire Pay (your “Statement Close Date”); and
with respect to your outstanding Faire Pay statement balance, minimum payments will be due monthly on the payment due date shown on your monthly statement (the “Statement Due Date”), and interest will accrue daily and be due monthly, in each case as provided in the Faire Pay Account Terms below. The Statement Due Date will be 7 days after your Statement Close Date.
For clarity, for purposes of this Section 3.a., “full, timely payment of the transaction” pursuant to the applicable Standard Terms refers to payment by a supported method other than Faire Pay, including, for example, bank transfer, by the due date established by the Standard Terms. Use of Faire Pay as the payment method for a transaction does not by itself constitute full, timely payment of the transaction.
Promise to Pay. You promise to pay the full unpaid balance, plus (i) any interest until all sums due under this Agreement are paid in full and (ii) any other fees or amounts due under this Agreement.
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Interest Charges. When you use Faire Pay as the payment method for a transaction, the following interest charges apply.
Interest Charges
Interest Charge 0.05% - 0.08217%, charged daily on any outstanding balance (18.25% - 29.99% annually)* Penalty Charge Up to .08217%, charged daily on any outstanding balance (up to 29.99% annually)** *The interest charges applicable to your Faire Pay account will be within this range and determined based on your creditworthiness. See “How does interest work with Faire Pay?”, located in the FAQ section of your Faire Pay dashboard for the actual interest charges applicable to your Faire Pay account. Solely for reference, the Interest Charge range of 0.05% - 0.082179% disclosed above represents an annualized charge of 18.25% - 29.99% of any outstanding Faire Pay balances.
**Your Faire Pay account will be subject to penalty charges if you “Default,” as further described in Section 1.e below. Penalty charges will be charged at .08217% daily on any outstanding balance (29.99% annually), unless that rate is prohibited by applicable state law, in which case we will charge the highest rate permitted below that rate.
Beginning on the first day after the Statement Close Date, the interest charge disclosed under “How does interest work with Faire Pay?” located in the FAQ section of your Faire Pay dashboard, or if applicable the Penalty Charge described in Section 3.e, each of which represents a percentage of your outstanding Faire Pay statement balance as of the preceding Statement Close Date, will be charged on a daily basis (together, the “Interest Charges”). Payment of any accrued Interest Charges will be due monthly and incorporated into your Minimum Monthly Payment, as defined below. Interest Charges will not be compounded to the amount of your outstanding Faire Pay statement balance during a billing cycle, but if you fail to pay your Minimum Monthly Payment, then any accrued Interest Charges will be compounded to the amount of your outstanding Faire Pay statement balance upon the next Statement Close Date, and Interest Charges may accrue on the full amount of that outstanding Faire Pay statement balance (including the compounded amount of accrued but unpaid Interest Charges) as provided in this Agreement.
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Minimum Monthly Payment. Each billing cycle will be one (1) calendar month, with the Statement Close Date on the same calendar day each month. If your billing cycle ordinarily closes on the 29th, 30th, or 31st of the month but the present month is shorter and does not include that day, then your Statement Close Date will fall on the last day of the month (for example, if your billing cycle ordinarily ends on the 30th of the month, for the month of February your Statement Close Date will be February 28th).
Seven (7) days after the end of a Statement Close Date, you must make a payment in an amount that is equal to or greater than your Minimum Monthly Payment (this payment due date is your “Statement Due Date”). Your “Minimum Monthly Payment” is an amount equal to the greater of (i) 10% of the outstanding Faire Pay balance or (ii) $250. Payments are applied first to Penalty Charge, then interest, then any remaining applicable fees, followed by principal. Nonconforming payments are not accepted.
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Grace Period. The period of time after the Statement Close Date but before the Statement Due Date is the “Grace Period.” When you make a payment in an amount equal to or greater than the Minimum Monthly Payment before the end of the Grace Period, then the Interest Charge will not be charged on the portion of the statement balance repaid within the Grace Period. In other words, the Interest Charge will be applied to the difference between your statement balance at the Statement Close Date and any payments made during the immediately subsequent Grace Period.
For example, if, at the end of the first Faire Pay billing cycle for a transaction (x) your outstanding balance is $10,000, with a Minimum Monthly Payment of $1,000, and (y) on day 6 of the Grace Period, you make a payment of $7,000, then (z) the Interest Charge will not be charged on the $7,000 payment amount, even though that $7,000 formed part of the outstanding balance for 6 days of the cycle. The Interest Charge will still apply to the remaining $3,000 outstanding.
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Default and Penalty Charges and Fees. You will be in “Default” if any of the following “Default Conditions” occur:
You do not pay at least the Minimum Monthly Payment by the Statement Due Date.
Your payment is returned unpaid.
You do not honor the Faire Pay Terms, the General and Retailer Terms, or any other applicable Faire terms.
You file for bankruptcy or are subject to another insolvency proceeding.
If you do not pay at least the Minimum Monthly Payment by the Statement Due Date.
If you are in Default because you did not pay at least the Minimum Monthly Payment by the Statement Due Date, and do not pay your Minimum Monthly Payment within thirty (30) calendar days after the Statement Due Date, the Faire Pay Administrators may apply a “Penalty Charge” of up to 0.08217% daily (up to 29.99% annualized) to your outstanding Faire Pay balance (unless an annualized commercial interest rate of 29.99% is not permitted by law in your state, in which case the Faire Pay Administrators may apply the highest interest rate that is permitted by law). Any Penalty Charge will apply to your outstanding Faire Pay balance starting on the 31st calendar day after the Statement Due Date which triggered your Default, and will continue to apply to your outstanding balance until it is paid in full. The Penalty Charge will thereafter serve as the only Interest Charge applicable to your Faire Pay account unless and until the Faire Pay Administrators determine in our sole discretion that a lower interest rate is appropriate as a result of continuous timely payments or other factors that bear on your creditworthiness and likelihood to pay.
If you do not pay at least the Minimum Monthly Payment by the Statement Due Date, the Faire Pay Administrators may assess a “Late Payment Fee” of up to forty dollars ($40.00). The Faire Pay Administrators may assess a new Late Payment Fee for each month in which you fail to pay your Minimum Monthly Payment by the Statement Due Date.
In addition to applying the Penalty Charge and Late Payment Fee, if you are in Default because you did not pay at least the Minimum Monthly Payment by the Statement Due Date, Faire may block you from initiating any further transactions with Faire through the Services until you make at least the Minimum Monthly Payment that is overdue.
If you do not pay a Minimum Monthly Payment within 60 days of the Statement Due Date.
If any portion of a Minimum Monthly Payment is overdue for sixty (60) days or longer, Faire may continue to block you from initiating any further transactions with Faire through the Services, even after you make the Minimum Monthly Payment that is overdue for sixty (60) days or longer. Interest Charges, including the Penalty Charge if applicable, will continue to accrue during any such time period.
You acknowledge and agree that if you are in Default because you did not pay at least the Minimum Monthly Payment by the Statement Due Date and any portion of a Minimum Monthly Payment remains overdue for sixty (60) days or longer, and you have not otherwise opted into a payment plan program offered by Faire for the amount due, Faire may at its option automatically enroll you into a three (3) month payment plan, and hereby agree to pay the total amount due in equal weekly installments over such three (3) month period. Faire reserves the right to apply a fee for this service.
Other Default Conditions.
If any Default Condition occurs, you may be blocked from initiating any further transactions with Faire through the Services.
If you are in Default due to a Default Condition related to untimely payment, Faire may charge the Minimum Monthly Payment to any other payment methods that Faire has on file for you, including as disclosed in section 6.a. of the Retailer Terms of Service.
Periodic Statements. When you use Faire Pay, Faire will generate and deliver to you promptly after the end of each Faire Pay billing cycle a periodic statement detailing your outstanding balance, Interest Charges and other fees and charges owed, the Minimum Monthly Payment amount, the due date for the Minimum Monthly Payment amount and any other amounts due, and other important information. It is your responsibility to consult your periodic statement and notify Faire of any errors promptly. Faire will have no responsibility for losses arising from delays in your receipt of any periodic statement.
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Termination
The Faire Pay Administrators may terminate this Agreement, Faire Pay, or your use of Faire Pay at any time and for any reason, with or without notice and in our sole discretion.
If the Faire Pay Administrators terminate this Agreement, Faire Pay, or your use of Faire Pay, and, at the time of such termination, you have an outstanding Faire Pay balance, the Faire Pay Administrators will cooperate with you in good faith to establish a reasonable payment plan for the outstanding balance that is commensurate with the payment terms of Faire Pay.
How to Cancel Your Faire Pay Account. You may cancel your Faire Pay account at any time by navigating to the Faire Pay homepage (https://www.faire.com/faire-pay) and selecting “Cancel Account”, which will bring up a window guiding you through the cancellation process. You are required to pay any outstanding balance (including any applicable Penalty Charges, interest, and fees) before your account will be closed. Please note that deactivating a Faire Pay account may take up to fourty-eight (48) hours after your request is submitted and any outstanding balance is resolved.
- USA PATRIOT Act Notice
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including Faire’s bank partner Lead Bank, to obtain, verify, and record information that identifies each person or entity that opens an account. When you opt in to Faire Pay, we, on behalf of Lead Bank will ask for your name, address, date of birth, taxpayer identification number, and other information and/or documents that will allow us to identify you; for business entities, Faire, on behalf of Lead Bank, may also request organizational information and documents, employer identification number, and beneficial ownership information, and other information. Faire, on behalf of Lead Bank, may use third-party sources to verify this information, screen your name and associated parties against government watch lists (including the OFAC Specially Designated Nationals List), and conduct ongoing monitoring as required by applicable anti-money laundering laws and regulations. By opting in to Faire Pay, you agree to provide such information as we, on behalf of Lead Bank, may reasonably request, consent to our and Lead Bank’s sharing of such information with government authorities and other parties as required or permitted by law, and acknowledge that failure to provide satisfactory identification information may result in delay or denial of your application or restriction, suspension, or closure of your account.
- DISPUTE RESOLUTION – ARBITRATION
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.
You and the Faire Pay Administrators agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (b) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (c) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE FAIRE PAY ADMINISTRATORS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Faire Pay Administrators otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of California.
Arbitration Location and Procedure. Unless you and the Faire Pay Administrators otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and the Faire Pay Administrators submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.
Changes. Notwithstanding the provisions of the “Modification” provision in the Faire Wholesale, Inc. Terms of Service, if the Faire Pay Administrators change this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by contacting us) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Faire’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and the Faire Pay Administrators in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted this Agreement or accepted any subsequent changes to this Agreement.
These arbitration terms survive termination of this Agreement. You may opt out of this arbitration provision by sending notice to Faire in accordance with the Notice provision below within thirty (30) days of assent to this Agreement, identifying your Faire account and stating that you are formally opting out of the arbitration provision of this Agreement.
Text Messages and Telephone Calls
Faire, and those acting on Faire’s behalf, may contact you by telephone or text message (including through use of an automatic telephone dialing system) at the phone numbers you have provided. These messages may include operational messages about your use of Faire Pay. You understand that you are not required to consent to communications as a condition of using Faire Pay. You may opt out of receiving telephone calls or text messages from us at any time, either by texting the word “STOP” in response to a text message received from us using the mobile device that is receiving the messages, or by contacting Faire customer service through the Faire website and requesting that you do not receive further text messages or phone calls regarding Faire Pay. You may continue to receive text messages or phone calls for a short period while Faire processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality of the Services. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
Your Privacy Rights
Faire’s Privacy Policy (https://www.faire.com/privacy) applies to your use of Faire Pay. Additionally, if you are located in a Lead-Originated Market, Lead Bank’s Privacy Rights statement (https://www.lead.bank/privacy-and-terms) also applies to your use of Faire Pay.
No Waiver; Severability
The failure by the Faire Pay Administrators to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Faire Pay Administrators. Except as expressly set forth in these Terms, the exercise by any party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Throughout this Agreement, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of this Agreement or your use of Faire Pay will survive.
Notices
Faire notices may be sent to: fairepay-help@faire.com
How to Modify Your Account Information
You can modify certain information by contacting Faire Customer Service.
Account Security
You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Faire Pay account, whether you authorized them or not, and that you will safeguard the use of your Faire Pay account and will immediately notify us of any unauthorized use of your account.
Bankruptcy Notice
If you file bankruptcy you must send us notice, including your account number and all information related to the proceeding, no later than three (3) business days after filing.
Disclaimers
FAIRE PAY IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE FAIRE PAY ADMINISTRATORS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE FAIRE PAY ADMINISTRATORS MAKE NO WARRANTY THAT FAIRE PAY WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. THE FAIRE PAY ADMINISTRATORS MAKE NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED WITH FAIRE PAY OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT ENCOUNTERED WHEN USING FAIRE PAY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE FAIRE PAY ADMINISTRATORS OR THROUGH THE FAIRE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF FAIRE PAY OR THE SERVICES. YOU UNDERSTAND THAT THE FAIRE PAY ADMINISTRATORS DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. THE FAIRE PAY ADMINISTRATORS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING YOUR USE OF FAIRE PAY, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to defend, indemnify, and hold the Faire Pay Administrators, and their parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of this Agreement, and/or any law or the rights of a third party, and/or your use of Faire Pay and/or the Services.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF FAIRE PAY AND/OR THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER THE FAIRE PAY ADMINISTRATORS NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING FAIRE PAY OR THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE FAIRE PAY, THE SERVICES, OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF FAIRE PAY OR THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FAIRE PAY ADMINISTRATORS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE FAIRE PAY ADMINISTRATORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE FAIRE PAY, THE SERVICES, OR COLLECTIVE CONTENT EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE FAIRE PAY ADMINISTRATORS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Miscellaneous
Our customer service representatives are not authorized to modify any provision of this Agreement, either verbally or in writing. Any terms and conditions of any other instrument issued by you in connection with this Agreement which are in addition to, inconsistent with, or different from the terms and conditions of this Agreement shall be of no force or effect.
Controlling Law and Jurisdiction
This Agreement and any action related thereto will be governed by the laws of the State of Missouri without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under this Agreement will be the state and federal courts located in Kansas City, Missouri and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Modification
The Faire Pay Administrators may modify this Agreement with thirty (30) days notice to you via email or through notification on the Faire Services. Your continued use of Faire Pay constitutes assent to any such modification.