Payment Services Terms

These Payment Services Terms (“Payment Terms”) apply whenever you use the Fairly Platform’s payment, payout, or banking features (“Payment Services”).  These Payment Terms are in addition to the General Terms of Service (the “General Terms”) and any applicable role-specific terms (for example, Owner Terms) and form part of your agreement with Fairly Inc. (“Fairly”).   Capitalized terms used but not defined in these Payment Terms have the meaning given in the General Terms.  The General Terms and the Privacy Policy are incorporated into these Payment Terms by reference.  These Payment Terms may be updated as described in the Changes section of the General Terms. Your continued use of the Services after an update constitutes acceptance. 

To provide the Payment Services, we may incorporate Payment Services that are provided by another party, as described further in these Terms. 

1. Authorization
   
   You authorize Fairly to act on your behalf as your agent in the collection and processing of payments from Guests, the payment of cleaning and other fees to Caretakers (who are independent contractors engaged directly by you, and are not employees, agents, or sub-agents of Fairly), the remittance of taxes to taxing authorities, the payment of Fairly fees, and the payment of residual amounts to the external Owner bank account designated by you. As used in these Payment Terms, “agent” describes a non-discretionary payment-collection role only. Reservation funds are received and held by the Processing Bank in the Custodial Account; Fairly does not receive, hold, or take title to Reservation funds and, when using a Custodial Account, is not providing money transmission, money transfer, or payment services. To the extent Fairly is deemed to receive any payment, it does so solely as an “agent of the payee” — a term of art under banking and money-transmission law — pursuant to this written agreement appointing it as such, and payment by a Guest into the Custodial Account (or to Fairly, if any) is treated as payment received by you and satisfies the Guest’s payment obligation to you to the extent of the amount paid. Nothing in this paragraph creates a common-law agency, fiduciary, or real estate representation relationship of any kind, and Fairly has no authority to set or negotiate prices or rental terms, to discount rates, or to accept or reject bookings in the exercise of Fairly’s own judgment. Fairly acts only pursuant to the standing instructions that you establish and control. You agree that for fraud prevention and risk mitigation purposes, the availability of deposits for future reservations will be restricted until after the Guest stay is completed. You specifically consent to the repayment of funds resulting from a chargeback initiated by a Guest or a refund initiated by Channel Listing Partners. You agree to pay all applicable fees (such as the fees payable to Fairly) and applicable taxes for each booking.
   
   Fairly will deduct the Fairly Platform Fee and other amounts you owe related to your use of the Fairly Platform from your payouts. Fairly retains the right to set off or deduct from any payout any amount owed by Owner to Fairly or other parties pursuant to these Platform Terms, including those related to chargebacks and refunds to guests. If the amount owed to Fairly or other parties pursuant to these Platform Terms exceeds the total upcoming Owner payouts, such amount will be paid by Owner immediately upon demand. Fairly, in its own discretion, may also require that you fund a reserve account maintained at the Processing Bank to protect against future chargebacks, refunds, or other risks.

2. Custodial Accounts
   
   1. Fairly will incorporate Payment Services of regulated banking providers — currently Cross River Bank, a state-chartered, FDIC-insured bank — (“the Processing Bank”) to receive deposits and make payments through the Automated Clearing House (“ACH”) or other payment rails pursuant to an agreement between Fairly and the Processing Bank.
   2. Funds received for Reservations (including amounts collected for lodging and other occupancy taxes) will be deposited directly into a segregated custodial trust account maintained by the Processing Bank for the benefit of the Payment Service Users (the “Custodial Account”), currently designated “Cross River Bank FBO Payment Service Users.” The Custodial Account is a trust account: funds in it are held for the benefit of the Payment Service Users as their interests appear, each user’s beneficial interest is separately recorded, advance payments for upcoming stays remain subject to Guests’ refund rights under the applicable rental agreement and applicable law, and Fairly holds no beneficial interest in the funds. The Custodial Account may bear interest or earn yield; you agree that any such interest or yield constitutes disclosed compensation to Fairly for the Payment Services and shall be paid or credited to Fairly, except where applicable law or the applicable rental agreement provides otherwise. Fairly’s receipt of such compensation does not give Fairly any beneficial interest in, or right to withdraw, the principal held in the Custodial Account. Title to Reservation funds passes from the Guest to the Owner (or is held in the Custodial Account for the Owner’s benefit, subject to the Guest’s refund rights); Reservation funds are never deposited into, and never pass through, Fairly’s corporate or operating accounts.
   3. Payments to Payees will be facilitated by Fairly sending instructions to the Processing Bank and the Processing Bank initiating the payout from the Custodial Account to the Payees. Payments to Payees will be authorized and approved by you during your use of the Fairly Platform, including when you accept a fee proposal from a caretaker, when you confirm the tax setup for your Listed Property, when you agree to the Fairly Platform Fee, and when you enter a vendor bill for payment. Fairly personnel do not determine the recipients or amounts of disbursements from the Custodial Account; disbursements are executed by the Processing Bank pursuant to instructions you have authorized. The Fairly Platform Fee and Passthrough Fees will be remitted to Fairly upon receipt of funds.
   4. You expressly authorize Fairly to provide the aforementioned instructions to the Processing Bank and acknowledge that Fairly, when using a Custodial Account, is not providing money transmission, money transfer, or payment services.
   5. You acknowledge that neither Fairly nor its Processing Bank have an obligation to discover and shall not be liable to you for errors made by you, including, but not limited to, inputting incorrect bank account details or authorizing incorrect payment amounts.
   6. The NACHA Operating Rules, Guidelines, and Bylaws (“NACHA Rules”) apply to all payments made by ACH. We reserve the right to change the procedures for transactions from time to time as we deem reasonable or necessary to provide the Payment Services to you or to conform to changes in NACHA Rules, Processing Bank requirements, or other events beyond our control that affect how the Payment Services are provided to you.
   7. You are responsible for payment in full to all Payees, even if your allocated balance in the Custodial Account is not sufficient to cover the payment.

3. Guest Total Price
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   Each Guest is charged a single total price for a Reservation, which is displayed to the Guest before booking. The total price is established by the Owner and is calculated from the following pricing inputs: (a) the nightly rate for the applicable dates, as set by the Owner directly or as generated automatically pursuant to pricing settings and rules that the Owner has configured and may modify or override at any time; (b) an amount determined by the Owner to cover the Owner’s costs of cleaning and property care; and (c) other applicable amounts, such as lodging and other occupancy taxes and, where applicable, payment-processing costs. These components are pricing inputs used by the Owner to establish the single total price; they are not separate fees charged to the Guest, and the Guest’s vacation rental agreement does not include a separate Guest-facing cleaning fee.

4. Funds Flow — Step-by-Step Summary
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   Without limiting the foregoing, funds relating to each Reservation move as follows:
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   Step 1 — Collection into Bank Custody. Guest reservation payments (including amounts collected for lodging and other occupancy taxes) are transferred directly into the segregated Custodial Account — a trust account held at the Processing Bank, designated “Cross River Bank FBO Payment Service Users.” Title to funds passes from the Guest to the Owner (or to the Custodial Account for the Owner’s benefit, subject to the Guest’s refund rights), and at no point passes into Fairly’s corporate or operating accounts.
   
   Step 2 — Pre-Authorized Programmatic Split. Payouts from the Custodial Account are executed pursuant to instructions you authorize — the automated software instructions you establish when you set up and use the Fairly Platform (including when you accept a Caretaker’s fee proposal, confirm the tax setup for your Listed Property, agree to the Fairly Platform Fee, or enter a vendor bill for payment), or your specific instructions for a particular payment. Fairly personnel do not determine the recipients or amounts of disbursements; those follow the instructions you have authorized. The Processing Bank executes the split instructions allocating each Reservation’s funds to: (a) Owner net proceeds; (b) Caretaker and other vendor fees authorized by the Owner; (c) Fairly platform (SaaS) fees and passthrough fees; and (d) tax balances.
   
   Step 3 — Tax Payable Funds. Amounts collected for lodging and other occupancy taxes remain in the Custodial Account until they are automatically remitted to the applicable taxing authorities or, where permitted by applicable law and supported by the Fairly platform, disbursed to the Owner for local filing, in each case pursuant to the tax profile configured and confirmed by the Owner. Where applicable law imposes the duty to collect and remit lodging, sales, or occupancy taxes on Fairly as an accommodation facilitator, marketplace facilitator, or similar designation, Fairly collects and remits those taxes directly to the applicable taxing authority, and the Owner-filing option is not available for those taxes. Fairly holds no beneficial interest in, and has no discretionary withdrawal rights over, these tax balances.
   
   Step 4 — Refund Advances; No Commingling of User Funds. Refunds of Reservation payments are issued by the Owner — pursuant to the cancellation policy the Owner has adopted or the Owner’s specific approval — or are initiated by a Channel Listing Partner pursuant to its policies; Fairly does not determine whether a refund is owed. A refund is funded first from the Reservation’s own undistributed funds in the Custodial Account. If any portion of those funds has already been disbursed, Fairly transfers the shortfall from its own corporate operating account into the Custodial Account, credited to that Reservation, and the refund is paid from those funds. Each such advance is recorded as an advance to the party or parties who received the earlier distributions — which may include the Owner, a Caretaker, an Advisor, or a tax allocation — and is repaid from that party’s future payouts or by set-off as provided in these Payment Terms, including by debiting the Owner’s Linked Account where the Owner is the borrower. Refunds required by applicable law — for example, pro-rated refunds following a mandatory evacuation order, where required by the law of the state where the Listed Property is located — are processed in the same manner. Guest refunds are never paid from funds held in the Custodial Account for other Payment Service Users, and funds held in the Custodial Account for one Payment Service User are never used to satisfy the obligations of another.

5. Owner Net Proceeds; Caretaker Fee Changes
   
   1. For each Reservation, the Fairly Platform displays to the Owner an itemized breakdown of the total Guest payment and the Owner’s estimated net proceeds, reflecting the Owner’s then-current Caretaker and vendor fees, the Fairly Platform Fee, and applicable tax amounts.
   2. Caretaker fees are established directly between the Owner and the Caretaker: the Caretaker proposes a fee through the Fairly Platform, and no Caretaker fee applies unless and until the Owner accepts it. If the Owner and Caretaker agree to a changed fee, the updated fee applies prospectively from the Owner’s acceptance, and the Fairly Platform automatically recalculates and displays updated estimated net proceeds for upcoming Reservations to which the updated fee applies. Reservations that have already been completed and paid out are not affected.
   3. Amounts an Owner pays to Caretakers or other vendors are independent business expenses of the Owner, deducted from the Owner’s proceeds. They are not fees charged to Guests, and the Guest’s vacation rental agreement does not include a separate Guest-facing cleaning fee.

6. Owner Tax Information; Withholding; Property Transfers
   
   1. Taxpayer Information; Withholding.
      You agree to provide accurate and complete taxpayer identification information (including IRS Form W-9 or its equivalent) for yourself upon request, and to cooperate with Fairly’s collection of such information from payees you designate. Fairly may deduct or withhold from any payment any amount that federal or state law requires it to withhold — including state non-wage withholding requirements applicable to payees who fail to provide a valid taxpayer identification number or who are otherwise subject to withholding — and will remit withheld amounts to the applicable taxing authority.
   2. Sale or Transfer of a Listed Property.
      ‍If you sell or otherwise transfer a Listed Property that has confirmed future Reservations, you are solely responsible for complying with applicable law governing the transfer, including any requirements to transfer advance rents or fees to your successor, to refund Guests, or to provide notices to Guests within statutory deadlines. You may direct Fairly to facilitate the transfer or refund of funds held in the Custodial Account for such Reservations, and Fairly will execute your instructions in a manner consistent with applicable law.

7. Card Processing Services
   
   1. Fairly may incorporate Payment Services of payment processors (“the Merchant Processor”) to process reservation payments paid with a debit card, credit card, ACH, or other payment method for our Payment Service Users (“Processing Services”). Processing Services are performed for and on behalf of the Owner, as the party offering the Listed Property for rental, the merchant of record for Reservation payments, and the payee of the Reservation funds. Fairly’s role in connection with the Processing Services is limited to the non-discretionary “agent of the payee” function described above, and amounts processed are settled to the Custodial Account for the benefit of the Payment Service Users.
   2. You authorize Fairly to provide the required information to the Merchant Processor (or its intermediaries) to create a Processing Services account for you, established in your name.
   3. You agree to pay to the Merchant Processor a non-refundable fee equal to 3% of the total transaction amount for each transaction that requires Processing Services.
   4. By using the Processing Services, you agree to the Paysafe Merchant Services Corp. terms available at https://api-files-sand-pub.s3.amazonaws.com/terms/file_FxboLERRiAMhA2oKAw24M.pdf (as may be amended from time to time by Paysafe).

8. Authorization to Debit Linked Accounts  — THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THE AGREEMENT. PLEASE READ IT THOROUGHLY.
   
   1. In certain uncommon cases, payouts to Payees might exceed your allocated balance in the Custodial Account. This would create a shortfall in funding availability and an amount owed by you under the agreement.
   2. You authorize Fairly, its Banking Processing Partner, and their assigns to collect any shortfall by immediately debiting funds from your Linked Account. Fairly will make commercially reasonable efforts to provide prior notice to you in this scenario.
   3. If we use the ACH network, debits will be governed by the rules established by the National Automated Clearinghouse Association ("NACHA") for business-related ACH debits.
   4. To cancel the debit authorization from a Linked Account, you must provide us (30) days advanced written notice either by email to legal@fairly.com or by mail to Fairly Inc., Attn: CFO, P.O. Box 14463, Portland, OR 97293 and pay all amounts owed under our agreement immediately. Such withdrawal of a debit authorization does not terminate the agreement or your obligation to pay all amounts owed under the agreement. Your Fairly Usage Rights may be terminated or otherwise limited if you withdraw debit authorization.