Please carefully read and review the following Terms of Service (“Terms”). “Your” (as further defined below) access and/or use of Aero Payments, Inc.’s (“Aeropay”) platform (together with any materials and services available through that platform, and any updates thereto, the “Platform”) and Aeropay’s related “Services” (as that term is defined below) constitutes your express and unequivocal consent and agreement to the Terms. Each time “you” (as further defined below) access and/or use the Platform or Services, you agree to be bound by these Terms. For purposes of the Terms, “you” and/or “your” may refer to either an individual or a business entity registered to do commercial transactions with other businesses and/or individual consumers.
Who We Are: Aeropay (or, “we” or “us”) is a payment platform that facilitates the transfer of funds from you to a designated business (a “Transaction”) via Automated Clearing House (“ACH”) transfer (the “Services”); however, Aeropay does not actually receive, hold, transfer, disperse, or otherwise process funds on your behalf. Nor is Aeropay a money transmitter under the typical state law description of “money transmitter.” By agreeing to the Terms, you acknowledge and agree that: (a) Transactions will go through ACH, (b) all Transactions will be governed by ACH rules, and (c ) your ACH transactions will comply with U.S. law. You can learn more about the ACH at www.nacha.org.
Legally Binding Agreement: The Terms represent the legally binding agreement between you and us concerning your access and/or use of the Platform and Services. By agreeing to the Terms and accessing and/or using the Platform and/or Services, you are representing and warranting that (i) you have the full right, power, and authority to enter into this agreement, accept the Terms, and/or undertake any Transactions and (ii) you have read in full the Terms, which shall be construed and interpreted as if you and us had participated equally in the drafting and preparation of the Terms, and had the opportunity to discuss it with legal counsel. The Terms hereby incorporate by reference – and are in addition to -- any other terms or conditions made available to or imposed on you by Aeropay; however, if there is a conflict, the Terms control.
Your Obligations: By accessing and/or using the Platform, you affirm that you have the legal and mental capacity to enter into, agree to, and accept the Terms, including that you are at least eighteen (18) years old, are able to be legally bound in contract, and are in compliance with all applicable laws. You also understand that by agreeing to the Terms you are agreeing to a mandatory arbitration provision, which, as set forth below, requires the use of arbitration on an individual basis to resolve disputes rather than jury trials or any other court proceedings.
Access and/or Use of Platform/Services by Minors and Others: The Platform and Services may not be accessed or used by anyone under the age of eighteen (18) years old; anyone seeking to participate in one of the activities for which the Platform may be used (e.g., gaming, purchasing cryptocurrency or cannabis) (the “Activities”) who is under the minimum age set by applicable law to participate in that activity in the relevant jurisdiction; and/or anyone seeking to participate in one of the Activities in a jurisdiction where that activity is not permitted.
Changes: Please note that the Terms may be revised and reissued from time to time to and without notice, prospectively by posting updated terms on the Platform. You consent and agree to receive notices of updates of the Terms through postings of the updated Terms on our website at https://www.aeropay.com/terms-of-service. You should visit this page regularly to review the current terms. Your continued access and use of the Platform and/or Services after any changes to the Term are made and/or become effective will be deemed as an express and unequivocal acknowledgment that you have carefully read and reviewed the updated Terms and as irrevocable acceptance of the updated Terms and any changes to the Terms. We may, at any time and without notice or liability, modify or discontinue all or part of the Platform; charge, modify, or waive any fees required to use the Platform; and/or offer certain opportunities to some or all Platform users.
Waiver: No waiver by Aeropay of any fees or any provision of the Terms shall require Aeropay to continue to waive, or to waive at any time in the future or for any other user, those same or any other fees or provisions.
Aeropay Services: Subject to the Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and/or use the Platform and the Services as follows:
(a) Personal Use versus Business Use: If you are an individual accessing and/or using the Platform and/or Services to make purchases at or from a business, you may only access and/or use the Platform and/or Services for your own personal, non-commercial use and not on behalf of or for the benefit of any other individual, entity, or third party. If you are an entity registered to do business with the appropriate government agency in the state of registration, you may access and/or use the Platform and/or Services for commercial use.
(b) Authorization: By acknowledging and agreeing to the Terms, you voluntarily, knowingly, and unconditionally authorize Aeropay to: electronically debit your account at your designated financial institution (your “Bank Account”) via ACH for each Transaction and direct your financial institution to respond to inquiries regarding your Bank Account. In addition to your account information, we may request additional information from you and/or your financial institution to process your Transaction, including, but not limited to, information about your Bank Account, information about your address, and/or other information necessary to initiate and/or complete the Transaction. You represent and warrant that you have the legal right to use the payment method(s) represented by any such Transaction Information. You agree that you are responsible for paying all amounts charged or incurred for each and every Transaction, including, but not limited to, any applicable sales and use taxes, as well as any applicable shipping and handling fees that may apply to your purchase.
(c )Returns and Maintaining Sufficient Funds: When accessing and/or using the Platform and/or Services, you understand, acknowledge, and agree that it may take more than sixty (60) days for Aeropay to receive notice of the return or reversal of an ACH debit and/or to exercise any right granted or reserved to Aeropay under the Terms. You agree to maintain at all times sufficient funds in your Bank Account to satisfy all obligations in connection with your Aeropay account or your access and/or use of the Platform and/or Services, including payments, returns, disputes, and associated fees, and to add funds to your Bank Account or connect a new Bank Account immediately if Aeropay notifies you that the funds in your Bank Account are insufficient. Aeropay is not responsible for overdraft or other fees that your financial institution may charge you for canceled, declined, or returned transactions or otherwise.
(d) Declined Payments & Collections: During your access and/or use of the Platform and/or Services, you may encounter a declined payment. A declined payment may be the result of insufficient funds in your Bank Account, a closed Bank Account, inability to locate your Bank Account, a dispute, or a reversal or denial for any reason by your financial institution. If your payment is declined for any reason, you will be notified via email, text message, and/or phone call; and, provided Aeropay has not identified that you have engaged in prohibited conduct, Aeropay will (i) disable your account and (ii) attempt to process the Transaction again (a “Retry”) using any and all payment options that have been connected to your Aeropay account. A successful Retry will resolve the declined payment. An unsuccessful Retry will result in your account to remain disabled until the payment is resolved. In that instance, Aeropay may, in its sole and absolute discretion, also take one or more of the following actions: (i) refuse to perform further Services, (ii) initiate another Retry(ies), (iii) charge you a penalty fee for each occurrence, (iv) report this information to any and all credit agencies and/or financial institutions, (v) immediately terminate this Agreement and your ability to use the Platform; and/or (vi) engage a collection agency to pursue owed funds. If you request to remove your account while you have an outstanding declined payment(s), Aeropay will not honor the request until the declined payment(s) is resolved.
(e) Bank Verification: Prior to your first Transaction, we will verify your Bank Account information. The verification process may include sending you texts, voice calls, and/or security questions to answer. By providing us your mobile phone number, you are affirmatively opting in and agreeing that we may send such communications to you at that number, including via an automatic telephone dialing system, during the verification process and at any and all other times thereafter. You agree that as part of the verification process we may: (i) verify Bank Account information by crediting amounts between $0.01 and $1.00 to your Bank Account and then debiting equal amounts and requesting you to verify the amounts credited; and/or (ii) verify your Bank Account information by using your login credentials to your financial institution. We use these verification processes, for among other potential purposes, to validate your account and to screen for fraud. Outside of subsection (e)(i) above, we will not debit your Bank Account, except for to the extent such debit is related to a Transaction. You hereby grant us a limited power of attorney to initiate the actions in this section as part of the bank verification process and you agree that standard data and/or messaging rates (and any increases thereto) will apply when you use the Platform on your cellular device, or otherwise.
(g) Transaction Limits: We may: (i) establish security or other limits on Transactions, such as a maximum number of Transactions and/or a maximum dollar amount per Transaction, (ii) change security limits from time to time without disclosing such changes to you in advance, and/or (iii) refuse to process your Transactions for any reason, including, but not limited to, if we reasonably believe your Bank Account balance is insufficient to cover the amounts due. We may, in our sole and absolute discretion, process any Transactions that have not been settled, even after the Terms are terminated, and you will remain responsible for payment thereof.
(h) Non-Exclusivity: You acknowledge, understand, and agree that the Terms, this agreement, and our relationship is non-exclusive. Nothing in the Terms or otherwise shall in any way limit our right to do business with others and/or allow access and/or use of the Platform and/or Services by others.
(i) Termination: This authorization will remain in full force and effect until we receive your written notification of termination in such time and manner as to afford Aeropay a commercially reasonable opportunity to act on your termination notice. Notice of termination should be sent via e-mail to collections@aeropay.com.
Transaction History: Aeropay will maintain a record of your Transaction(s) made using the Platform and/or Services for the previous two (2) years or for such other period of time as required by applicable law and/or in accordance with Aeropay’s record retention policy. You may access and view your Transaction activity in the Platform.
Information Submitted Through the Platform: Your submission of information through the Platform is governed by Aeropay’s Privacy Policy, which is located at https://www.aeropay.com/privacy-policy (the “Privacy Policy”) and incorporated herein by reference. By accessing and/or using the Platform and/or the Services, you acknowledge and agree that you have carefully read, reviewed, and accepted the terms of the Privacy Policy.
You represent and warrant that any information you provide in connection with your access and/or use of the Platform and/or Services is and will remain legally accurate and complete at all times, and that you will maintain and update such information if and as needed. It is a condition of access and/or use of the Platform and Services that all information you provide to us be correct, current, and complete. If in our sole and absolute discretion we believe that any information you have provided is not correct, current, and/or complete, we have the right to refuse you access and/or use of the Platform, any of its resources, and/or Services and to suspend or terminate your account.
Automated Decision-Making: refers to a decision which is taken solely on the basis of automated processing of your personal data. This means processing using, for example, software code or an algorithm, which does not require human intervention.
Subject to applicable law, and as further addressed in the Privacy Policy, we use artificial intelligence and/or machine learning software that assesses your perceived financial ability to pay to help us determine your eligibility to access and/or use the Platform and what limits to place on your ability to transact on the Platform. This information may negatively affect, restrict, or prevent you from using the Platform. Depending on where you live, you may have certain rights to opt out of such automated decision-making processing. For more detail on your rights, please see our Privacy Policy.
Jurisdictional Issues: The Platform is controlled and operated from the United States and is not intended to subject, nor does it actually subject, Aeropay or any of the “Aeropay Parties” (as that term is defined below) to any jurisdiction or law outside the United States. The Platform, and/or certain products or services available through the Platform, may not be legal, appropriate, or available in some jurisdictions. Aeropay makes no representations about the legality, appropriateness, or availability of any of the Activities in any jurisdictions or otherwise. Any access and/or use of the Platform or any such products or services is at your own risk, and you must comply with all applicable laws, rules. and regulations in all applicable jurisdictions in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction we choose, in our sole and absolute discretion.
By permitting access and/or use of the Platform and/or Services, Aeropay does not intend to provide any guidance or assistance in violating U.S. federal or any other law. Nor does Aeropay promote, advocate, command, or counsel – or intend to participate in, facilitate, or make succeed – any violation of any U.S. federal or other law(s). Further, by permitting access and/or use of the Platform and/or Services, Aeropay does not intend to associate with any federally illegal business, venture, or conduct.
No Financial, Investment, Legal, Accounting, or Tax Advice: The Platform does not and should not be construed to constitute or provide any financial, investment, legal, accounting, tax, or other advice. To the contrary, Aeropay does not provide you any financial, legal, accounting, tax, or other advice. You shall not rely upon Aeropay or the Platform, or otherwise access and/or use the Platform and/or Services, in connection with making or evaluating any financial, investment, legal, accounting, tax, or other decisions. We urge you to consult an experienced financial, investment, legal, accounting, or tax advisor with respect to any such issues. In addition, nothing available through the Platform is an offer to sell, or a solicitation of any offer to buy, any financial products. Likewise, no content of the Platform should be used as the basis of any investment or other financial decision.
Rules of Use: You must act responsibly and reasonably at all times when accessing and/or using the Platform and Services. You may only access and/or use the Platform and its contents for lawful purposes and in accordance with all applicable law. You are prohibited from accessing and/or using the Platform and its contents for any unlawful purposes and/or in contravention of any applicable law. You are prohibited from uploading, storing, distributing, and/or transmitting any unlawful or inappropriate material to or through the Platform. You may not upload, collect, store, distribute, or transmit personal information regarding other individuals to or through the Platform. You recognize that uploading, storing, distributing, or transmitting unlawful or inappropriate material to or through the Platform could expose you to criminal and/or civil liability. You agree that if a third-party claims that material you have uploaded, collected, stored, distributed, transmitted, or contributed to or through the Platform is unlawful or inappropriate, you are solely responsible for that material and you will bear the burden of establishing that it is lawful and/or appropriate. You understand and agree that all material uploaded, stored, distributed, or transmitted to or through this Platform is the sole responsibility of you, not Aeropay, and that you are responsible for all material you upload, store, distribute, or otherwise transmit to or through this Platform.
For the avoidance of any doubt – and in addition to any and all other limitations on damages, waivers, or releases – you agree that AEROPAY IS NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY UNLAWFUL OR INAPPROPRIATE MATERIAL UPLOADED, STORED, DISTRIBUTED, OR TRANSMITTED TO OR THROUGH THE PLATFORM BY OR ON BEHALF OF ANY OTHER INDIVIDUAL OR ENTITY. Furthermore, you voluntarily, knowingly, and unconditionally forever, permanently, fully, completely, and finally release, acquit, remise, and discharge Aeropay, its current, past and future parents, subsidiaries, affiliates, predecessors, and successors, as well as each of their members, directors, officers, employees, agents, representatives, licensors, suppliers, service providers, shareholders, attorneys, and insurers, as applicable (the “Aeropay Parties”), from any and all past, present or future actions, assessments, awards, causes of action, claims, complaints, controversies, counter-claims, cross-claims, damages (including, but not limited to, actual, statutory, compensatory, consequential, punitive, or other damages), demands, injuries (including, but not limited to bodily and personal injuries, including death), judgments, liabilities, liens, losses, penalties, property damage, sanctions, suits, and verdicts of any kind, character, or manner whatsoever, regardless of applicable law, in law (state or federal, statutory or common-law) or equity, contract, tort, or otherwise, whether contingent or fixed, direct or indirect, or derivative (collectively, “Claims”), in any way, directly or indirectly, relating to, arising from, resulting from, concerning, or caused by any (alleged) illegal or inappropriate material uploaded, stored, distributed, or transmitted to or through the Platform by or on behalf of any other individual or entity.
Your access and/or use of the Platform and/or Services is also contingent on your explicit and unconditional agreement not to engage in any of the following prohibited conduct:
1. Posting, transmitting, uploading, storing, distributing, or otherwise making available to or through, or in connection with the Platform, any material that is or may be in the sole and absolute discretion of Aeropay: (i) threatening, harassing, degrading, intimidating, or otherwise fails to respect the rights of others; (ii) defamatory, libelous, fraudulent, disparaging, or in any way tortious; (iii) obscene, indecent, pornographic, offensive, or otherwise objectionable; or (iv) protected by copyright, trademark, trade secret, or any other intellectual property or proprietary right, without the express prior written consent of the appropriate owner;
2. Posting, transmitting, uploading, storing, distributing, or otherwise making available to or through, or in connection with, the Platform any virus, code, program, or other content that in the sole and absolute discretion of Aeropay is or is potentially harmful, damaging, destructive, dangerous, or invasive or intended to harm, damage, destroy, invade, impede, obstruct, or hijack the operation of, or to monitor the access and/or use of, the Platform, Services, or any hardware, software, or equipment;
3. Unauthorized harvesting or collecting information about users of the Platform and/or Services;
4. Interfering, impeding, obstructing, or disrupting the operation of the Platform, the Services, or the computers, servers, software, or networks used to make the Platform available and/or to deliver Services, including, but not limited to, by hacking or defacing any portion of the Platform, or violating any requirement, procedure, or policy of such servers or networks.
5. Making any false, misleading, or inaccurate claim to Aeropay, to any business involved in a Transaction, or to your financial institution about your Bank Account, a Transaction, and/or a payment made through Aeropay or engaging in fraudulent, dishonest, misleading, or deceitful behavior, e.g., closing your Bank Account during processing of a Transaction.
6. Laundering money or committing, aiding, or abetting, or allegedly committing, aiding, or abetting any financial or other crime prohibited by state and federal law;
7. Accessing and/or using the Platform and/or Services in violation of any applicable law;
8. Accessing and/or using the Platform to directly or indirectly engage in transactions with specially designated nationals (“SDN”), specially designated terrorists (“SDT”), known (illegal) narcotics traffickers, and other parties subject to various sanction programs maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury.
9. Reproducing, modifying, adapting, translating, mirroring, copying, creating derivative works of, selling, renting, leasing, loaning, timesharing, distributing, or otherwise exploiting any portion of (or any use of) the Platform, except as expressly authorized by Aeropay;
10. Reverse engineering, deconstructing, or disassembling any portion of the Platform;
11. Removing any copyright, trademark, or other notice of intellectual property or proprietary rights from the Platform or any content or material available through the Platform;
12. Using any robot, spider, site-search/retrieval application, or other device to retrieve, index, “scrape,” “mine,” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform;
12. Violating the Terms; and/or
13. Taking any action or allowing any other omission that would in the sole and absolute discretion of Aeropay negatively impact or affect the Platform’s use, functionality, performance, operations, and/or purpose.
DISCLAIMER OF WARRANTIES: THE PLATFORM IS MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. AEROPAY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLATFORM, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. ALL DISCLAIMERS OF ANY KIND ARE MADE FOR THE BENEFIT OF THE AEROPAY PARTIES. WHILE WE TRY TO MAINTAIN THE INTEGRITY AND SECURITY OF THE PLATFORM, WE DO NOT GUARANTEE THE PLATFORM IS OR WILL REMAIN COMPLETE, CORRECT, OR SECURE, OR THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED.
For the avoidance of any doubt – and in addition to any and all other limitations on damages, waivers, or releases – you agree that AEROPAY IS NOT IN ANY WAY RESPONSIBLE OR ANY FAILURE TO MAINATIN THE INTEGRITY AND SECURITY OF THE PLATFORM, OR TO KEEP THE PLATFORM COMPLETE, CORRECT, OR SECURE, OR TO ENSURE UNINTERRUPTED ACCESS TO THE PLATFORM. Furthermore, you voluntarily, knowingly, and unconditionally forever, permanently, fully, completely, and finally release, acquit, remise, and discharge the Aeropay Parties from any and all Claims in any way, directly or indirectly, relating to, arising from, resulting from, concerning, or caused by any (alleged) failure (i) to maintain the integrity and/or security of the Platform; (ii) to keep the Platform complete, correct, or secure; and/or (iii) to ensure uninterrupted access to the Platform.
GOODS AND SERVICES AVAILABLE THROUGH THE PLATFORM: Aeropay provides no warranties at all concerning any of the goods or services purchased via the Platform. You understand and acknowledge that all such goods and services are goods and services of a third-party for which Aeropay is not responsible. Any disputes about those goods and services should be addressed with the relevant third party and be bound by the terms agreement from that merchant.
LIMITATION OF LIABILITY: AEROPAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND EVEN IF SUCH DAMAGE OR LOSSES WERE FORESEEALE, AND/OR EVEN IF THERE WAS A FAILURE OF ANY AGREED OR OTHER REMEDYT OF ITS ESSENTIAL PURPOSE.. SUBJECT TO AND WITHOUT WAIVER OF THE FOREGOING, AEROPAY SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES. SUBJECT TO AND WITHOUT WAIVER OF THE FOREGOING, AEROPAY’S LIABILITY SHALL BE LIMITED TO TNO MORE THAN THE AMOUNT OF THE RELEVANT TRANSACTION(S).
Release: Other than as expressly set forth herein, and to the fullest extent permitted by applicable law, you voluntarily, knowingly, and unconditionally forever, permanently, fully, completely, and finally release, acquit, remise, and discharge the Aeropay Parties from any and all Claims in any way, directly or indirectly, relating to, arising from, resulting from, concerning or caused by the Platform or Services, the access and/or use of the Platform, our agreement, the subject matter of our agreement, and/or the performance or the failure to perform pursuant to the Terms.
Investigations: Aeropay reserves the right to investigate suspected violations of the Terms, including, without limitation, any suspected violation arising from any submission, posting, or e-mails you make or send. Aeropay may seek to gather information from any user who is suspected of violating the Terms, and from any other individuals or entities as it alone deems necessary and appropriate. Aeropay in its sole and absolute discretion may suspend any user whose conduct and/or postings are under investigation and may remove such material from its servers as it, in its sole and absolute discretion, deems appropriate and without notice. If Aeropay believes, in its sole and absolute discretion, that a violation of the Terms has occurred, it may edit or modify any submission, posting, or e-mails, remove the material permanently from the Platform, cancel postings, warn users, suspend users and/or passwords, disable or terminate accounts, and/or take other corrective action, including referral to law enforcement, that it, in its sole and absolute discretion, deems appropriate. As more fully addressed in the Privacy Policy, Aeropay will fully cooperate with any law enforcement, regulatory, or other government authorities or court order requesting or directing Aeropay to disclose the identity of anyone posting any e-mails, or publishing or otherwise making available any materials that are believed to violate the Terms, or for any other reason. By accessing and/or using the Platform and accepting the Terms, you voluntarily, knowingly, and unconditionally forever, permanently, fully, completely, and finally release, acquit, remise, and discharge the Aeropay Parties, from any and all Claims in any way, directly or indirectly, relating to, arising from, resulting from, concerning, or caused by any (alleged) investigation and/or any actions taken as a consequence of any investigation.
Compliance Screening and Inquiries: We may also ask questions and/pr verify information ourselves or through trusted third parties we work with for verification and compliance purposes. You agree that, consistent with our Privacy Policy, we may use the information you provide and/or other information to verify your identity. This may include looking up available public information and asking other entities, like financial institutions, for information about you. You acknowledge and agree that, consistent with our Privacy Policy, we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness, including, without limitation, requiring you to take steps to confirm your e-mail address, phone number, or financial information, or verifying information against third-party databases or through other sources.
Indemnity: To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Aeropay Parties from and against all Claims, directly or indirectly, relating to, arising from, resulting from, concerning, or caused in any way by the Platform, access and/or use of the Platform, Services, the Terms, the agreement between the parties, or any breach thereof.
Governing Law: The Terms and any agreement between you and us are governed by the laws of the United States (including federal arbitration law) and the State of Illinois, without regard to its principles of conflicts of law, and regardless of your location and/or the location or subject matter of the merchant and/or Transaction.
Disputed Transactions. You will promptly notify Aeropay of any disputed Transaction(s) or other disputes in writing. In the event of any such dispute, you and Aeropay shall work cooperatively and in good faith in an attempt to resolve the dispute.
Binding Arbitration of All Claims: ALL DISPUTES ARISING OUT OF OR RELATED IN ANY WAT TO THE PLATFORM, SERVICES, OR THE TERMS, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND AEROPAY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU AND AEROPAY ARE EACH KNOWINGLY< VOLUNTARILY, AND UNCONDITIONALLY WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE VOLUNTARILY, KNOWINGKY, AND UNCONDITIONALLY AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION IN STATE OR FEDERAL COURT. IN OTHER WORDS, YOU AND AEROPAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void. The American Arbitration Association, under its Consumer Arbitration Rules, will administer any arbitration between you and Aeropay. The Consumer Arbitration Rules can be located through www.adr.org. Any arbitration hearings will take place in the state where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
Termination: The Terms are effective until terminated by Aeropay or superseded by updated terms, as addressed above. Aeropay, in its sole and absolute discretion, may terminate or suspend your account or access and/or use of the Platform at any time and without prior notice, for any or no reason at all, including if we believe you have violated or acted inconsistently with the express Terms or spirit of the Terms. Upon any such termination or suspension, your right to access and/or use the Platform will immediately cease, and Aeropay may, without liability to you or any third party, immediately deactivate, suspend disable, terminate, and/or delete your account and all associated material, without any obligation to provide any notice or further access to such material.
The foregoing disclaimers, limitations of liability, and agreement to arbitrate, as set forth above, shall, however, survive any expiration or termination of this agreement.
Force Majeure: Any delay or failure of either party to perform its obligations will be excused to the extent that the delay or failure was caused solely and directly by an event beyond such party’s control, without such party’s fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, or acts of terrorism) (each, a “Force Majeure Event”). However, your financial inability to perform; changes in cost or availability of materials, components or services; change in market conditions; or labor disputes or other contract disputes involving or affecting you will not excuse performance by you under this section, and will not constitute a Force Majeure Event. A party shall give the other party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. A party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of the Force Majeure Event are minimized, and resume full performance under the Terms as soon as commercially reasonable. We are permitted (but not required) to procure substitute goods or services for any goods or services that are delayed or unavailable as a result of a Force Majeure Event.
Severability: If any provision of the Terms is found, held, or deemed to be unlawful, invalid, void, illegal, or for any reason unenforceable, that provision will be deemed severable from the Terms and will not affect any other provision(s) of the Terms and/or the validity and enforceability of any remaining provision(s).
Assignment. You may not assign, transfer, delegate, or subcontract any of your rights or obligations under the Terms or any agreement or relationship with Aeropay without the express written consent of Aeropay. Aeropay, however, may, at any time and without any notice to you, assign, transfer, delegate, or subcontract any of our rights or obligations under the Terms or any or agreement or relationship with you.
Relationship of Parties: Nothing contained in the Terms, and nothing about the relationship between you and Aeropay, shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and us.
Captions; Headings: The captions, headings, titles, and numbers of sections appearing in the Terms are inserted only as a matter of convenience. They do not define, limit, expand, construe, or describe the scope or intent of such sections, nor in any way affect the Terms or have any substantive effect.
How To Contact Us - This Platform is controlled and operated by Aeropay, which is located at 121 W Wacker Dr., Suite 1250, Chicago, IL 60601. Please forward any correspondence or communications required hereunder or otherwise to support@aeropay.com. Please forward any questions regarding privacy to privacy@aeropay.com.
