General Terms of Service

These General Terms of Service (“Terms”) are a binding legal agreement between you and Fairly Inc. and its affiliates (“Fairly”), and govern your access to and use of the Fairly website, www.fairly.com, the associated web and mobile web application (the “Fairly Platform”), and all content and functionality associated with the foregoing (together, the “Services”).

Please read these Terms carefully before you start to use the Services. By using or accessing the Services or by clicking to accept these Terms when this option is made available to you, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms or the Privacy Policy, do not use the Services. The Services are offered and available to users who are eighteen (18) years of age or older. If you are not at least eighteen (18), you must not access or use the Services.

1. Changes to Terms.  We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of the revised Terms means that you accept and agree to the changes.

2. Services Availability. You may use the Services when and as available. Although we generally intend for the Services to be available on an uninterrupted basis, they will not always be available (e.g., during maintenance, changes, outages and for other reasons). We will not be liable to you if for any reason all or any part of the Services are unavailable at any time for any period.

3. Accessing the Services and Account Security.
   1. You are responsible for: (i) making all arrangements necessary for you to have access to the Services, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Services through your Internet connection are aware of these Terms and comply with them.
   2. You may browse certain pages of the Services without first registering as a user (a “User”). However, for complete access to the Services, including without limitation, the Fairly Platform, you must register as a User. To register as a User, follow the registration instructions provided on the Fairly Platform. It is a condition of your use of the Services that all information you provide as part of registering as a User or in connection with the use of the Services is accurate, current and complete.
   3. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Services or portions thereof using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.

4. No Reliance; No Offer or Advice. Fairly makes no representation or warranty that the information in or on the Services is accurate, reliable, up-to-date or complete. Neither Fairly nor any third party can guarantee the accuracy of the information. The Services are provided for informational purposes and do not constitute and should not be construed as a solicitation or offer to engage in any transaction whatsoever.

5. Intellectual Property Rights.
   
   1. Fairly Content. The Services and all data, products, content, features and functionality thereof (including but not limited to, all information, user interfaces, software, text, displays, images, and the design, selection and arrangement thereof) (the “Fairly Content”), are owned by Fairly, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not commercially exploit or make the Services available to any third party. You must not reproduce, distribute, modify, create derivative works of, re-engineer, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as authorized by these Terms. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Fairly. Some Fairly Content may also be subject to further terms and conditions in connection to that component of the Fairly Content and you agree to comply with any such further terms and conditions. Any use of the Fairly Content other than as set forth in these Terms may result in the immediate suspension or termination of your access to all or part of the Services, including the Fairly Platform.
   2. Your Content.
      
      1. Certain features or functions of the Services may permit the uploading, posting, storage, viewing or transmittal of text, information, and content (collectively, “Your Content”). You retain ownership of any of Your Content, but for us to provide you the Services, you must grant certain rights to Fairly to use Your Content. Accordingly, subject to any restrictions or limitations set forth in these Terms, you hereby grant to Fairly and its designees, a royalty-free, fully paid, non-exclusive license to post, store, use and transmit any and all of Your Content in connection with: (i) Fairly’s maintenance, operation, and provision of the Services; (ii) the operation of Fairly’s business, including its development and design of any products or services; and (iii) the creation of Systems Data. You are solely responsible for any and all of Your Content uploaded and/or transmitted in and/or through the Services.
      2. You represent and warrant to Fairly that: (i) you own Your Content or otherwise have sufficient rights in Your Content to grant the license rights granted to Fairly in this paragraph; (ii) Your Content does not, and its use by Fairly as contemplated in these Terms will not, violate, infringe, or misappropriate the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party, or breach or violate any obligation of confidentiality owed to any third party; (iii) your uploading, posting, storage, viewing or transmittal of Your Content to or through the Services will not violate applicable Laws; and (iv) there are no claims currently pending or threatened, and you have not engaged in any acts or omissions likely to result in any such claims, as to: (a) your ownership of, use of, or rights in Your Content; (b) your violation, infringement or misappropriation of any third party intellectual property rights, publicity or privacy rights, or other proprietary rights with respect to Your Content; (c) your violation or breach of any obligation of confidentiality owed to any third party with respect to Your Content; or (d) the violation of Your Content of applicable Laws.
      3. Fairly reserves the right to refuse to post or transmit any of Your Content. Furthermore, if Fairly discovers or has reason to believe that Your Content is in violation of these Terms, Fairly may, without limiting its rights or creating any liability therefor, immediately remove Your Content from the Services, including the Fairly Platform, and may further block and/or restrict your access thereto pending resolution of any such violation.
      4. You are responsible for keeping appropriate copies and records of Your Content. Fairly has no obligation to back-up or maintain Your Content, and Fairly assumes no liability for Your Content, including without limitation, any loss or damage thereto.
   3. Systems Data. You acknowledge and agree that all Systems Data is and shall remain the sole and exclusive property of Fairly. For purposes of clarity, Fairly may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, Fairly may publish and share Systems Data with others to promote the Services and/or Fairly’s products or services, for evaluating the efficiency, utility and functionality of the Services and/or Fairly’s other products or services, and for enhancing and improving the Services and Fairly’s other products or services. For purposes of these Terms, “Systems Data” means all data, content and information regarding your use of the Services, statistical and demographical data, operational information, and data generated by or characterizing the use of the Services, including without limitation, any form of Your Content.
   4. Feedback. Any comments, feedback, suggestions, or ideas (“Feedback”) you provide Fairly through or in connection with the Services may be used by Fairly. While you may continue to own all such Feedback, you hereby grant to Fairly a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.

6. Fairly Platform Terms. 
   1. The Fairly Platform enables Users to list, book, and manage short-term vacation rental properties. For purposes of these Platform Terms: “Owners” means any User who lists or manages a home for rent on the Fairly Platform (“Listed Property”), whether as the legal owner, a leaseholder with the right to sublet, or as an authorized agent of either; “Guests” are Users that book a property on the Fairly Platform; “Caretakers” are Users who help Owners clean and maintain their Listed Property (the “Caretaker Services”); and “Advisors” are third parties that support homeowners and refer Owners, Guests, and Caretakers to Fairly. The Fairly Platform may market a Listed Property to prospective Guests either directly or through third-party channels (“Channel Listing Partner”) such as Airbnb. 
   2. Fairly uses additional terms for certain platform features and roles:
      • Owner Terms - when you list, manage or offer a property
      • Payment Services Terms - when you utilize Fairly’s embedded banking services
      • Caretaker Terms - when you provide caretaking services to Owners
      • Guest Terms - when you book, pay for, or stay at a Listed Property.
      If you use a feature or act in a role, those terms apply in addition to these General Terms. If there’s a conflict: for payment/banking matters, the Payment Services Terms control; for role-specific issues, the applicable role terms control to the extent they relate to that role; otherwise, these General Terms control.
   3. The Fairly Platform facilitates the management of short-term rental properties; Fairly does not own or control any Listed Property, nor is Fairly a party to any contract entered into between Owners and Guests, or between Owners and Caretakers. Rather, any such contract is solely between the Owner and the Guest, or between the Owner and the Caretaker. Furthermore, Fairly is not a real estate broker, travel agency, vacation rental management company, or insurer. Except as expressly set forth in these General  Terms, the Payment Services Terms, or the role-specific terms, Fairly is not acting as an agent in any capacity for any User.
   4. You will be required to sign up for an account to obtain Usage Rights for the Fairly Platform. We may need to verify your identity as part of the account creation process and you authorize us to collect information from you to do so. If applicable, you consent and authorize Fairly to perform certain background checks and identity verifications during the onboarding process and on an ongoing basis as necessary. We may also request information from credit reporting agencies as part of the account creation process, and may report the performance of your account to one or more credit reporting agencies. We may approve or deny your application(s) or grant you provisional access to the Fairly Platform while your application is pending additional review. We may deny applications, interrupt provision of the Services to you, or suspend your Usage Rights where submitted is incomplete, inaccurate or out of date. If a deficiency results in suspension of your Usage Rights, we will make commercially reasonable efforts to provide you with notice.
   5. If you have registered as a User and have purchased or been granted the right to access and use the Fairly Platform (“Usage Rights”), Fairly hereby grants to you, subject to your Usage Rights, a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Fairly Platform for your internal, business use only.
   6. The Fairly Platform is a technology platform connecting independent Owners, Guests, Caretakers and Advisors. Any employment or independent contractor relationship entered between or among the foregoing Users is directly between and among those Users; Fairly is not a party to any such relationship. Owners, Guests, Caretakers and Advisors are neither employees nor independent contractors of Fairly. Unless specifically identified in these General Terms (or the Payment Services and role-specific terms), no joint venture, franchisor-franchisee, partnership or agency relationship is intended or created by these Platform Terms.
   7. In the event of any dispute between you and another User or third party, whether you are acting as an Owner, a Guest, a Caretaker, or an Advisor, you acknowledge and agree that such dispute is solely between you and the other User or third party, that Fairly is not a party to such dispute, and that such dispute does not involve or otherwise implicate Fairly.
   8. If you act as an Advisor or refer properties to Fairly, you acknowledge that you have the authority and capacity to act as a referral partner to Fairly and the Fairly Platform, and you agree to comply with all applicable Laws in connection with your provision of the Advisor Services. You agree that you will not make any false or misleading statements or representations regarding Fairly, the Fairly Platform, or any Listed Property in connection with any referral you provide to Fairly.  You agree to avoid any actual or apparent conflicts of interest that would interfere with or impair your ability to make referrals to Fairly, and you represent and warrant to Fairly that no such actual or apparent conflicts of interest exist.  You are solely responsible for the acts and/or omissions of yourself and anyone you engage and use to help perform the Advisor Services for the Listed Property.  Fairly, in its sole and absolute discretion, will determine which Listed Property is assigned to which Advisor, may reassign or remove an Advisor at any time, and will determine what Advisor revenue share amount might apply, how it is calculated, and at what frequency it will be paid, and all such determinations shall be final and binding on the Advisor.  You agree that, to the maximum extent permitted by applicable Laws, you assume the entire risk arising out of your access to and use of the Fairly Platform and your performance of the Advisor Services hereunder.
   9. You authorize Fairly to initiate payments to the Linked Account designated by you via Automated Clearing House (“ACH”) or other methods.  You are solely responsible for entering your correct Linked Account details, including the routing number and account number, into the Fairly Platform. Fairly and any other person involved in an ACH transaction may rely on the routing number and account number that is entered. If the name of the account owner identifies a different person from the account owner identified by the number, Fairly and any other person that handles the instruction may still rely exclusively on the number.
   10. By accepting these Terms, you consent to receive SMS notifications from Fairly. Message frequency may vary. Message and data rates may apply. You can opt out at any time by replying “STOP” to any message or by contacting Fairly customer support. Reply “HELP” for help. Carriers are not liable for delayed or undelivered messages. You agree to keep your mobile number current and accurate. You acknowledge that opting out of SMS notifications may limit your ability to use the full capabilities of the Fairly Platform.
   11. Your Usage Rights shall commence on the date on which you register as a User of the Fairly Platform and shall continue until terminated as set forth herein.  Either you or Fairly will have the right to terminate your Usage Rights, for any reason or no reason, by providing written notice.  Fairly may, at any time and in its sole discretion, suspend, restrict, or limit your access to the Fairly Platform, or to specific Services, roles, or features, with or without notice and for any reason or no reason. Such restriction may occur independently of, or in addition to, any termination of your Usage Rights.
   12. Upon the termination of your Usage Rights, no matter the reason and except as otherwise expressly set forth herein, you will have no further rights to access and/or use the Fairly Platform, and all rights and responsibilities of the parties with respect to the Fairly Platform will immediately and automatically terminate.
   13. In the event of the termination of an Owner’s Usage Rights, upon the effective date of termination, the Fairly Platform will no longer accept new Reservations for the Owner’s Listed Property. However, Reservations that were confirmed prior to the effective date of termination will be honored by the Owner (unless canceled by the Guest), and the Owner will have the right to continue to access the Fairly Platform with respect to any such Reservations. The Owner’s right to access and use the Fairly Platform will immediately and automatically cease after the final Reservation is completed.
   14. Upon the termination of your Usage Rights, Fairly will have no obligations or responsibilities to further maintain or retain any User Data, and may destroy such User Data, as determined by Fairly in its sole and absolute discretion. You further acknowledge and agree that: (i) Fairly shall not be obligated to provide to you or destroy any Systems Data, and that any and all such Systems Data is and shall remain the sole and exclusive property of Fairly; and (ii) Fairly may retain any User Data that Fairly is required to retain pursuant to applicable Laws or that is retained automatically as part of Fairly’s usual and customary computer backup procedures, record retention and data archiving schedules.
   15. The termination of your User Rights for any reason will not release any party from any obligation that matured prior to the effective date of such termination.

7. Your Conduct. You may use the Services only for lawful purposes in accordance with the terms and conditions set forth in these Terms. Except as expressly permitted in these Terms, you agree not to:
   
   1. License, sublicense, lease, rent, timeshare, distribute, disclose, permit access to, or transfer to any third party, any portion of the Services and/or any Fairly Content, whether for profit or without charge;
   2. Store, reproduce, distribute, transmit, modify, adapt, perform display (including by “framing”), publish or sell the Services and/or any Fairly Content;
   3. Translate, reverse engineer, re-engineer, disassemble, decompile, discover, or modify the Services, any Fairly Content, or any Fairly software;
   4. Collect information from the Services using an automated software tool or manually on a mass basis, including through the use of automated “bots”, link checkers or other scripts, in each case, without Fairly’s prior written permission;
   5. Use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
   6. Circumvent any use-limitation or protection device contained in or placed upon the Services and/or the Fairly Content, or obtain, or attempt to obtain, access to areas of the Services or Fairly’s systems that are not intended for access by you;
   7. “Flood” the Services with requests to otherwise overburden, disrupt, or harm the Services or our systems;
   8. Restrict or inhibit other users from accessing or using the Services;
   9. Modify or delete any copyright, trademark or other proprietary rights notices that appear on the Services and/or any Fairly Content;
   10. Use the Services to execute denial of service attacks;
   11. Use the Services or any Fairly Content to create products or perform services which compete with or interfere with the Services, any Fairly Content, or any products or services of Fairly or its licensors;
   12. Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;
   13. Use the Services and/or any Fairly Content in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party;
   14. Introduce to the Services or any Fairly systems or software any viruses, trojan horse, worms, logic bombs or other material which is malicious or technologically harmful;
   15. Download all or parts of the Services and/or any Fairly Content in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Services and/or the Fairly Content, in any form; or
   16. Violate any applicable federal, international, state and local laws, statutes, rules, regulations and ordinances, including any judgment or order of any court or governmental authority (“Laws”).
   17. Evade platform fees or facilitate transactions intended to circumvent the Services’ payment flows.

8. Fairly Obligations.
   
   1. Fairly will use commercially reasonable efforts to host, operate and maintain the Fairly Platform, in each case, in accordance with the terms and conditions of these Terms. Notwithstanding any term or provision of these Terms to the contrary, Fairly is free to determine, in its sole and absolute discretion, the manner and methods by which it provides the Fairly Platform, which may include, without limitation, the provision of the Fairly Platform, or the features or functions thereof, by and/or through third party service providers and/or other subcontractors.
   2. Fairly shall use commercially reasonable efforts to respond to and correct and failures and/or deficiencies affecting the access to, use and/or availability of the Fairly Platform.
   3. Fairly shall use commercially reasonable efforts to provide the Fairly Platform in material accordance with Fairly’s published documentation therefor, if any (the “Documentation”). Notwithstanding the preceding sentence, you acknowledge and agree that
      
      1. Fairly shall not be responsible for and shall have no liability to you in connection with any failure of the Fairly Platform to operate or perform in accordance with the Documentation due to deficiencies or failures of your or a third parties’ IT systems or networks, or any of your other hardware, software or technology or those of a third party.
      2. The proper operation of the Fairly Platform is dependent, in part, on the accuracy, quality and sufficiency of the data that is obtained from you and processed by Fairly through the Fairly Platform (that does not constitute Systems Data) (“User Data”). You are solely responsible for, and Fairly shall have no liability or responsibility of any kind in connection with, the accuracy, quality, legality and/or sufficiency of the User Data. You acknowledge and agree that any defects or inaccuracies in the User Data may delay, prevent, or otherwise detrimentally affect Fairly’s provision of the Fairly Platform hereunder.

9. Privacy. You acknowledge and agree that all information collected by Fairly is subject to our Privacy Policy. By using the Services, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

10. Payments.
    
    1. Fairly may provide certain paid or free services associated with the use of the Services, in its sole discretion. All fees charged by Fairly may be modified or changed at any time in its sole discretion. When your use of the Services requires the payment of a fee, you will have the opportunity to review and accept the fees that you will be charged. If you do not agree to pay the fee, do not proceed with your transaction. Unless otherwise stated, all fees are quoted in U.S. Dollars.
    2. You are responsible for paying all fees and applicable taxes associated with your use of the Services in a timely manner with a valid payment method (which includes the deduction of the Fairly Platform Fee and other fees from the Owner payout). Except as expressly set forth in these Terms, Fairly does not provide refunds.
    3. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us (including debiting the Linked Account), or retaining collection agencies and legal counsel, in our discretion.

11. Third Party Websites, Materials and Content.
    1. The Services may link to other websites. These links may be provided by Fairly as a convenience to you. If you deal with a linked site, your transaction is not with Fairly so you should review the linked site’s “terms of use,” other contract(s) and/or privacy notice before completing your transaction.
    2. Fairly may further use third party services, software or applications in making available the Services to you. You agree to comply with any and all third party license terms, terms of use, or terms of service applicable to any such third party service, software or applications, and shall not take or fail to take any act that would cause Fairly to be in breach or violation of any such third party license terms, terms of use, or terms of service. You further acknowledge and agree that Fairly shall not be responsible for, and shall have no liability to you in connection with, the unavailability, failure of, or your inability to use, any such third party service, software or applications.
    3. The Services may display or make available, and the Fairly Content may include third party content (including data, information, and/or materials) (collectively, “Third Party Materials”). You acknowledge and agree that Fairly is not responsible for the Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Fairly does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.
    4. You acknowledge and agree that Fairly’s: (i) linking to any third party website; (ii) using any third party services, software or applications; or (iii) providing any Third Party Materials, does not constitute or imply an endorsement by Fairly of the third party provider. The providers of any third party services, software or applications or Third Party Materials may be third party beneficiaries of these Terms having the right to enforce these Terms in accordance with its terms.

12. Electronic Communications. Consent to receive electronic communications is a requirement of being able to access and use the Services. Except as may be required by applicable law, you do not have the option of requesting communications in paper or non-electronic form. You can withdraw your consent only by terminating your Usage Rights. Accordingly, you consent to receive communications from us (including information tax returns) in electronic form, and you agree that all electronic terms and conditions, agreements, notices, disclosures, and other communications that we provide to you satisfy any legal requirement that such communications be in writing.

13. Authorization. You may use the Services for your internal use solely for lawful purposes in compliance with these Terms. If you are using the Services on behalf of an entity or employer, you represent and warrant that you are authorized to accept these Terms on such entity’s or employer’s behalf, and that such entity or employer agrees to indemnify Fairly pursuant to these Terms. 

14. Change and Suspension of Services. Fairly reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Fairly Content) at any time. You agree that Fairly will not be liable to you or to any third party for any such change, suspension, or discontinuance.

15. Termination or Cancellation. As noted above, these Terms are a legally binding agreement between you and Fairly with respect to your use of the Services. Either we or you may terminate this agreement with or without cause or prior notice, as further described in Section 5.k.  We may suspend, restrict, or block your access to any part of the Services at any time and for any reason, including if it appears to us that you might be violating these Terms or about to cause harm to us or others. Reservations that were confirmed prior to the effective date of termination will be honored by the Owner (unless canceled by the Guest), and the Owner will have the right to continue to access the Fairly Platform with respect to any such Reservations. You will still be liable for payment of any amounts due or other obligations incurred prior to termination, and if you use the Services after such termination (except as it relates to future Reservations existing at the time of termination), that use will constitute your new agreement to these Terms. If applicable Laws require that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Services or by sending a communication to any address (email or otherwise) that we have for you in our records. Fairly’s rights under these Terms that by their terms, nature, sense or context are intended to survive the termination of these Terms shall survive such termination. Without terminating your right to use the Services pursuant to these Terms, we may suspend or block your access to the Services whenever it appears to us that you might be breaching or violating these Terms or otherwise about to cause harm or damage to us or others. No breach of these Terms by Fairly shall be deemed a material breach unless Fairly is first given not less than fifteen (15) business days to cure the breach.

3. Accessing the Services and Account Security.
   1. You are responsible for: (i) making all arrangements necessary for you to have access to the Services, including without limitation, your Internet connection; and (ii) ensuring that all persons who access the Services through your Internet connection are aware of these Terms and comply with them.
   2. You may browse certain pages of the Services without first registering as a user (a “User”). However, for complete access to the Services, including without limitation, the Fairly Platform, you must register as a User. To register as a User, follow the registration instructions provided on the Fairly Platform. It is a condition of your use of the Services that all information you provide as part of registering as a User or in connection with the use of the Services is accurate, current and complete.
   3. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Services or portions thereof using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.

16. NO WARRANTIES.
    1. YOU AGREE THAT THE SERVICES AND THE FAIRLY CONTENT ARE PROVIDED BY US OR ANY OF OUR EXISTING OR FUTURE VENDORS, AFFILIATES OR AGENTS ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. FAIRLY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL SUCH REPRESENTATIONS, WARRANTIES, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, ACCURACY, COMPLETENESS, PRIVACY OR SECURITY, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. TO THE EXTENT ANY STATUTORY RIGHTS OR WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, SUCH RIGHTS OR WARRANTIES WILL APPLY ONLY TO THE MINIMUM EXTENT REQUIRED BY LAW.
    2. NEITHER FAIRLY NOR ANY PERSON ASSOCIATED WITH FAIRLY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR THE FAIRLY CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER FAIRLY NOR ANYONE ASSOCIATED WITH FAIRLY REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, THE FAIRLY CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THE FAIRLY CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
    3. YOU EXPRESSLY WAIVE ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. ALL RISK IN CONNECTION WITH THE USE OF THE SERVICES AND/OR ANY FAIRLY CONTENT IS WITH YOU.
17. Limitation of Liability. 
    TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL FAIRLY OR ANY OF ITS EXISTING OR FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SERVICE PROVIDERS, OR AFFILIATES BE LIABLE TO YOU AND/OR ANY OTHER PERSONS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, OR FOR ANY OTHER SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT OF THESE TERMS, THE SERVICES, OR THE FAIRLY CONTENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UNDER WHICH SUCH DAMAGES ARE SOUGHT (WHETHER IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE), AND EVEN IF FAIRLY HAS BEEN ADVISED OF OR OTHERWISE HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
    
    NOTWITHSTANDING THE FOREGOING, IF FOR ANY REASON FAIRLY IS FOUND LIABLE, THEN (i) WHERE YOU ARE A CUSTOMER PURCHASING SERVICES FROM FAIRLY, FAIRLY'S TOTAL LIABILITY FOR CLAIMS ARISING OUT OF YOUR ROLE AS A CUSTOMER SHALL NOT EXCEED THE FEES PAID BY YOU TO FAIRLY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, PROVIDED THAT IN NO EVENT SHALL FAIRLY'S LIABILITY TO SUCH CUSTOMER EXCEED $25,000 IN THE AGGREGATE; AND (ii) WHERE YOU ARE AN INDIVIDUAL END USER, FAIRLY'S TOTAL LIABILITY FOR CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES AS A CONSUMER OR USER SHALL NOT EXCEED FIVE HUNDRED U.S. DOLLARS ($500) IN THE AGGREGATE.  IN ALL CASES, THIS LIMITATION SHALL NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING, FOR EXAMPLE, LIABILITY FOR PERSONAL INJURY IN CERTAIN JURISDICTIONS.
    
    YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH FAIRLY MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL THEIR ESSENTIAL PURPOSE
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18. Indemnification. You agree to indemnify, defend, and hold harmless Fairly, its licensors, affiliates, successors and assigns, and each of the officers, directors, employees, agents, service providers, and representatives of the foregoing, for, from and against any and all claims, liabilities, losses, damages, fees, penalties, claims, judgments, awards, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to your breach of these Terms, your violation of any applicable Laws, your infringement of any third party intellectual property rights, or the use of your User account by a third party. We reserve the right to assume the exclusive defense and control of any action subject to indemnification by you, and you agree to reasonably assist and cooperate with Fairly in the defense thereof. Even where Fairly assumes the defense and control of any such action, your obligation to indemnify Fairly in connection with the claim remains. Your obligations in this Section will survive the termination of your use of the Services and/or these Terms.

19. Governing Law. The Services are controlled by us from our offices within the United States and are intended for United States users only. If you choose to access the Services from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Services in violation of U.S. export laws and regulations or these Terms. You agree that these Terms, and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Services, shall be governed by the laws of the State of Oregon, U.S.A., without regard to its conflicts of laws provisions and without regard to where performance is made. THESE TERMS WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

20. Disputes; Arbitration. Please read the following Section carefully because it requires you to arbitrate certain disputes with Fairly and limits the way you can seek relief from Fairly. If you do not agree with this Section 20, please discontinue using the Services.BY ACCEPTING THESE TERMS, YOU AND FAIRLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.
    1. Binding Arbitration. Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and Fairly: (i) waive the right to have any and all disputes or claims arising from these Terms or the use of the Services (collectively, “Disputes”) resolved in a court; and (ii) waive your right to a jury trial. Instead, you and Fairly will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it, instead of having the Dispute decided by a judge or jury in court).
    2. No Class Arbitrations, Class Actions or Representative Actions. You agree that any Dispute is personal to you and Fairly and that any such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Neither party agrees to class arbitration or to an arbitration in which an individual makes an attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Fairly agree that a Dispute cannot be brought as a class, or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
    3. Federal Arbitration Act. You agree that these Terms affect interstate commerce and that the enforceability of this Section 20 shall be governed by, construed, and enforced, both substantively and procedurally, by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable Laws.
    4. Process. You agree that you will notify us in writing of any Dispute within thirty (30) days of when it arises so that the parties can attempt, in good faith, to resolve the Dispute informally. Notice to Fairly shall be provided by sending an email to legal@fairly.com. Your notice must include: (i) your name, postal address, and email address; (ii) a description of the nature or basis of the Dispute; and (iii) the specific relief that you are seeking. If we cannot agree how to resolve the Dispute within thirty (30) days of Fairly receiving the notice, either you or Fairly may, as provided for in this Section 20, commence an arbitration proceeding or file a claim in court (to the extent such Dispute is permitted to be resolved in court pursuant to this Section 20). You have read, understand, and agree that: (i) any arbitration will occur in Portland, Oregon or as determined by Fairly; (ii) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (iii) the state or federal courts in the State of Oregon will have exclusive jurisdiction over the enforcement of an arbitration award and over any Dispute between the parties that is not subject to arbitration. You may also litigate a Dispute in small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
    5. Authority of Arbitrator. As limited by the FAA, these Terms, and the applicable JAMS rules, the arbitrator will have: (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute; and (ii) the authority to grant any remedy that would otherwise be available in court. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
    6. Rules of JAMS. The rules of, and additional information about, JAMS are available on the JAMS website at https://www.jamsadr.com/adr-rules-procedures/, as may be updated from time to time. By agreeing to be bound by these Terms, you either: (i) acknowledge and agree that you have read and understand the rules of JAMS; or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

21. Notices
    
    1. We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Services or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Services.
    2. Except for other section of these Terms that require you to provide notice to Fairly using another method, you agree to send us notice by e-mail at legal@fairly.com or by regular mail at:
       ‍
       Fairly Inc.
       Attn: Chief Financial Officer
       P.O. Box 14463
       Portland, OR 97293.

22. Questions and Complaints. If you have any questions about our privacy practices, these Terms, would like to report unethical behavior, or if you would like to make a complaint, please contact us via email at legal@fairly.com or by regular mail at:
    
    Fairly Inc.
    Attn: Chief Financial Officer
    P.O. Box 14463
    Portland, OR 97293

23. Notice of Copyright Agent. Fairly respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Services in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Services containing the following: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    
    Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent via e-mail at legal@fairly.com or by regular mail at:
    
    Fairly Inc.
    Attn: Chief Financial Officer
    P.O. Box 14463
    Portland, OR 97293
    
    Please use the same procedure for any claimed infringement of any trademark rights or infringements or misappropriations of other intellectual property or third party rights.
    
    If you believe that material you posted was removed by mistake or misidentification, you may submit a counter-notice to our Copyright Agent containing the information required by 17 U.S.C. § 512(g). If we receive a valid counter-notice, we may restore the material in accordance with the DMCA unless our Copyright Agent receives notice that the copyright owner has filed an action seeking a court order to restrain you from engaging in infringing activity related to the material.

24. Force Majeure. Fairly shall not be liable for any delays or inability to meet obligations stemming from abnormal or unforeseeable circumstances beyond its reasonable control. These include, but are not limited to, acts of God, war, terrorism, riots, natural disasters, actions by civil or military authorities, fires, floods, accidents, pandemics, epidemics, diseases, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

25. ‍Miscellaneous. These Terms (including all incorporated policies and role-specific terms) constitute the entire agreement between you and Fairly and supersede all prior or contemporaneous agreements, understandings, or communications. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Fairly’s failure to enforce any provision will not be a waiver of its rights to do so later. You may not assign or transfer your rights or obligations under these Terms without our prior written consent; Fairly may assign its rights and obligations without restriction. Headings are for convenience only and do not affect interpretation. Except as expressly provided herein, no person or entity other than the parties to these Terms is a third-party beneficiary.