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, 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. 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 held by Fairly to protect against future chargebacks, refunds, or other risks.

2. Custodial Accounts
   1. Fairly will incorporate Payment Services of regulated banking providers (“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 will be deposited to a custodial account maintained by the Processing Bank for the benefit of the Payment Service Users (the “Custodial Account”).
   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.  The Fairly Platform Fee equal 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. 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”).
   2. You authorize Fairly to provide the required information to the Merchant Processor (or its intermediaries) to create a Processing Services account for you.
   3. You agree to pay to the Merchant Processor a 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).

4. 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. 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.
   3. 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.
   4. 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.
   4. 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.
   5. 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.

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