Bitfax enables business-to-business payments. These Terms of Service (the “Agreement”) are a legal agreement among Bitfax, and you and any person or organization for which you act. Bitfax’s current bank partners (each, a “Bank” and collectively, the “Banks”). This Agreement governs your use of our website located at www.bitfax.com and the associated software and services (collectively the “Services”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY BITFAX SERVICES. If you do not agree to this Agreement, do not use the Services.
This Agreement provides that all disputes between you and Bitfax will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 26 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any dispute with Bitfax.
As used in this Agreement, the words “you” and “your” refer to you, a User (defined below) of the Services and the Party agreeing to this Agreement. The words “we,” “us,” “our” and any other variation thereof refer to Bitfax.
By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Services. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.
Bitfax may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: [email protected].
3.1. Description of the Services. Bitfax provides Services which generally enable United States-based businesses and freelancers (“Payors”) to transmit payments for commercial purposes to United States-based business recipients (“Recipients”), including Recipients who do not accept a Payor’s preferred payment method, (collectively “Users”). Payors may capture a Recipient invoice using their mobile device, upload an invoice electronically, import an invoice from various accounting software, or enter in invoice details manually. Such information may be used to generate a bill which can then be synched with various accounting software. Bitfax may also partner with Recipients to facilitate their receipt of funds and crediting of customer accounts. Recipients may generate and upload invoices through the Bitfax Services to request payment from Payors, Recipients may request payment from Payors without uploading invoices, and Recipients may also request payment from payors that have not registered for Bitfax’s Services. For access to and use of the Services, Bitfax may charge Users a fee (the “Fee”) at the time of Payment submission.
3.2. Accepted Payment Methods. Bitfax enables Users to transmit payments to Recipients via automated clearinghouse (“ACH”), credit or debit card, or via wire transfer. Recipients may receive payments via paper check, electronic check, debit card, ACH transfer, wire transfer, or via virtual card number (“VCN”).
3.3. Fund Ownership.
3.4. An Independent Third-Party.
Recipient statements and opinions are not representative of Bitfax or its business partners.
4.1. Eligibility Requirements. In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or freelancer; and (iv) have a valid deposit account at a Bitfax-supported bank or payment card issued on a Bitfax-supported network as outlined in Section 3.3 above. Other restrictions may apply.
4.2. Creating an Account. In order to access the Services as a User, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively, your “Registration Information”). We may also request additional information, such as your business’ EIN, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Bitfax is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
4.2.1 Multiple Users. You as a User may invite additional persons to transact on your account (each, an “Authorized Delegate”). Authorized Delegate are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Authorized Delegate’s access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring User approval for certain transactions. You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate’s access to the Services. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account.
4.2.2. Multiple Organizations. Bitfax may enable certified public accountants, bookkeepers or others (“Accountants”) to utilize the Services on behalf of multiple business clients (“Clients”). Any Accountant who enrolls in the Services represents, warrants and covenants that it has express authority from each Client to transact through the Services using any Client payment methods linked to the Services and shall provide written documentation of such authority upon Bitfax’s request. Accountants remain fully responsible for any and all activities associated with Client payment methods, including without limitation, any chargeback, clawback or ACH return associated with a linked payment method.
4.3. Privacy; Identity Authentication
4.5. Payment Method Verification. Upon addition to your Account, your Bank Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize Bitfax to credit your Bank Account with two (2) different and random micro-deposits, which you will be required to enter once prompted through the Services. You also authorize Bitfax to debit your Bank Account for the amounts of the two (2) micro deposits within ten (10) business days.
4.6. Payment Method Representations. When you add a payment method to your Account, you agree to the following:
4.7. Your Existing Payment Method Terms.
4.8. Restrictions on Payment Methods. To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion. We may impose limitations on the size, frequency, and timing of payments. We may decline to make payments or otherwise deny you use of the Services, and we may decline to explain why.
4.9. Recipient Setup. To use the Services, a Payor may enter payment information for Recipients. The Payor must provide correct and current payment information for each Recipient as follows:
Please note that the ability to effect electronic payment to new Recipients will depend on the Recipient’s willingness to provide us and the Banks with its banking details. If the Recipient does not provide this information, neither the Banks nor Bitfax will be able to complete your transaction electronically and we or our business partners will send such Recipient a paper check.
You are responsible for verifying the accuracy of the foregoing Recipient information prior to scheduling payments, and neither Bitfax nor the Banks will have liability for losses or damages due to your or your Recipient’s actions or inactions. If you invite a Recipient to set up an Account, it will take several business days to complete the verification process required to activate the Account for electronic payments. If you input a Recipient’s bank routing number and bank account number on behalf of a Recipient, you represent and warrant that you have obtained from the Recipient the authorizations set forth in Section 4.6 above.
Alternatively, a Payor may invite a Recipient to set up their own Account and provide their appropriate payment information.
The Services may enable you to upload an invoice using the camera on your mobile device or computer (the “Remote Capture Service”).
5.1. Image Quality. The image of an invoice transmitted using Remote Capture Service must be legible and clear. It must capture all pertinent information from the front of the item. You authorize us to convert items to Image Replacement Documents (“IRDs”) or transmit them as an image. If the electronic files and/or images transmitted to us with respect to any item do not comply with our requirements for content and/or format, we may, in our sole discretion:
5.2. Remote Capture Minimum Hardware and Software Requirements. In order to use the Remote Capture Service, you must obtain and maintain, at your expense, compatible hardware and software including but not limited to an Internet connection and either a mobile phone or computer capable of capturing an electronic image.
6.1. Payment Submission. Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:
6.2. Payment Information. Bitfax may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient or the Payor.
6.3. Satisfactory Goods or Services. By submitting your payment for processing through the Services, you agree that the goods or services provided by your Recipient in exchange for the payment (minus Fees) have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Bitfax in exchange for your payment of fees and those services rendered by the Banks.
6.4. Processing Payments.
6.5. Scheduled Payments.
6.6. Faster Payments. Bitfax may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly (“Faster Payments”). Faster Payments may be subject to an additional fee which will be displayed to an approved Payor and/or Recipient, as applicable through the Services at the time such Payor and/or Recipient requests a Faster Payment. In connection with Faster Payments, Payors or Recipients, as applicable, remain responsible to Bitfax for chargebacks, clawbacks and ACH returns pursuant to Section 13. Please note that we may disable the Faster Payments service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Payment service, and we may make changes to the service or discontinue it at any time.
6.7. Recipient-Paid Fees. In some cases, Recipients may choose to absorb Fees that may be charged to Payors, thus allowing Payors to make payments to Recipients for free. If you as a Recipient choose to pay for Payor Fees, Bitfax will charge the relevant Payor Fees to your linked payment method at the time that Bitfax delivers the Payor payment amount to you. Note, however, that your payment for Payor Fees shall be processed as a separate transaction.
6.8. International Payments.
If you are eligible, you may make payments to Recipients located in certain eligible foreign countries (“International Payments”). Certain International Payments services are provided by The Currency Cloud Limited. Bitfax may change, at any time, for any reason, the eligible countries to which you may request payments to be made using the International Payment service. Bitfax may refuse any payment transaction requested or initiated through the International Payments service, for any reason.
You understand and agree that, for certain International Payments, you may not be able to select or schedule a future Process Date. We will provide you with an estimated delivery date for your International Payment when you instruct us to make the payment, but you understand and agree that actual delivery date may vary. It is your sole responsibility to ensure that payment to your Recipient is made as required by agreement, contract or law.
International Payments may be subject to other fees (including but not limited to processing fees, landing fees and intermediary fees which may be charged by your bank, a correspondent bank or any other payment provider used to enable the payment).
You understand and agree that International Payments may be governed by rules of payment networks used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Recipients are located. The International Payments Service cannot be used, directly or indirectly, to facilitate payments to OFAC sanctioned countries or to SDNs which are prohibited by U.S. law.
You may be required to provide us with additional information and documents prior to or in connection with using the International Payment service, including information or documents requested bythe Recipient’s bank or by The Currency Cloud Limited. The information requested is required for purposes of provision of our service in compliance with applicable laws and regulation and may be used in conjunction with other information we have in connection with your use of the Bitfax Services. Failure to provide such requested information may result in us denying your use of the International Payment service. All information you provide us must be accurate and complete. In addition, International Payments may be declined by Bitfax, Bitfax’s third party providers and/or the Recipient’s bank for compliance reasons, and Bitfax shall have no liability to you or to the Recipient in such case.
Please note that payments made by you using the International Payment Service are non-refundable to you by Bitfax and are non-reversible. If you inadvertently make a payment to the wrong Recipient, you may request that we assist you in reclaiming the funds; however, we cannot guarantee that the reclamation efforts will be successful. Such reclamation efforts may also take up to several weeks or longer. Bitfax will not be responsible for any such payments made by you as aforesaid. If you made a payment to the wrong Recipient or wrong bank account, such funds may not be sent back to Bitfax and you will not be able to refund funds transferred into a bank account and/or payment instrument as aforesaid.
7.1. General Payment Authorization.
7.2. ACH Authorization. Where you choose to pay a Recipient via ACH, you authorize Bitfax or the Banks to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Bitfax or the Banks the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which you are an "Originator", Bitfax is a "Third Party Service Provider," and the Banks are the "Originating Depository Financial Institutions." You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Bitfax and the Banks for the same.
8.1. Cash Advances. Bitfax will prepare and submit credit card authorizations as purchases rather than cash advances. However, in some cases where Bitfax does not have an existing relationship with the merchant, your credit card transactions may be treated as a cash advance. If this is the case, we cannot support such payment. We will notify you prior to payment submission, and you may switch to a different card or opt out of the submitting the payment altogether.
8.2. Authorizations. Treatment of Bitfax authorizations is managed in the sole discretion of the issuing banks. You agree to not to hold Bitfax or the Banks liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.
9.1. Review. At any time post submission, your payment may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, Bitfax or the Banks may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors.
9.2. Cooperation. You acknowledge that Bitfax’s ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve Bitfax and the Banks from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.
9.3. Result of Payment Review. Depending on the results of this review, Bitfax may instruct the Banks to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Bitfax also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary via other means.
Recipients or the United States Postal Service may return payments for various reasons such as, but not limited to, Recipient’s forwarding address expired, invalid bank routing number, invalid bank account number, Recipient remittance address is not correct, Recipient is unable to identify an account, or a Recipient account is paid in full. In addition, a Recipient may refuse to accept a payment, and neither Bitfax nor the Banks will have liability for any resulting loss or damage. Bitfax will use commercially reasonable efforts to provide you with notice of returned payments and will offer you through the Services the choice whether to void and credit or void and reissue the payments. You agree that neither Bitfax nor the Banks shall have any liability for any such returned payments. Unless otherwise directed, Bitfax will void such payments. You hereby authorize Bitfax or the Banks to credit such payments to your payment method.
You agree at all times to maintain sufficient funds in your payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Bitfax notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payment method is returned because of insufficient funds, you must reimburse Bitfax (or to the extent applicable, the Banks) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items. Bitfax or the Banks also reserve the right to debit a Recipient’s account for money paid to the Recipient on your behalf if your payment is returned because of insufficient funds or any other reason. Each of Bitfax and the Banks reserves the right to withhold funds from a payment to a Recipient if the Payor has an outstanding balance with Bitfax. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Recipient.
Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Bitfax or the Banks have begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.
In the event that you as Payor initiate a chargeback, clawback, or ACH return for a payment that has already been transmitted to the Recipient, you agree to assign to Bitfax any claims against your Recipient associated with such chargeback, clawback or ACH return. You further agree that we may contact your Recipient directly to request reimbursement for any payment that has been transmitted to the Recipient and for which you have initiated a chargeback, clawback, or ACH return.
In the event that Bitfax receives a chargeback, clawback or ACH return, you as Recipient authorize Bitfax to debit your Payment Method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions.
14.1. Stop Payment Requests.
Bitfax’s ability to process a stop payment request depends on the payment method and whether or not a check has been cleared.
Bitfax and the Banks must have a reasonable opportunity to act on any stop payment request after a payment has been processed.
You must contact Bitfax to stop any payment that has already been processed. Although Bitfax will use commercially reasonable efforts to accommodate stop payment requests, neither Bitfax nor the Banks will have any liability for failing to do so. Stop payment requests may be subject to additional charges.
14.2. Payment Refunds.
14.3. Refunds for Electronic Payments. Bitfax may refund electronic payments, including those delivered via Electronic Fund Transfer (“EFT”), ACH and card network providers, prior to their disbursement.
14.4. Refunds for Check Payments.
15.1. Service Fees.
15.2. Fee Updates. Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by Bitfax. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission or edit.
16.1. Taxes. You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Bitfax, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Bitfax or a third party for any and all such liability.
16.2. Collection of Funds Owed. In the event that you are liable for any amounts owed to Bitfax or the Banks, including for payments forwarded to Recipients for which you initiate a chargeback or ACH return, you authorize Bitfax (on its own behalf and on behalf of the Banks) to collect such amounts from your default payment method or other available payment methods. If you do not have sufficient funds available to fulfill such payment, Bitfax (on its own behalf and on behalf of the Banks) may engage in collection efforts and/or other legal actions to recover such amounts from you.
17.1. Restricted Activities. You agree not to use the Services for the following purposes:
If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing [email protected].
17.3 American Express Restrictions.
Using an American Express card as a payment method is limited to payments made to Recipients in certain permitted industries. Users may not use their American Express card as a payment method to pay Recipients in non-permitted industries, and must select their Recipient’s industry when making a payment using an American Express card. When a User selects the Recipient’s industry, the User acknowledges and agrees that the payment the User is making is for such Recipient’s industry as selected by the User and is permitted byAmerican Express.
The use of American Express cards is only supported in the following industries:
Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
IN NO EVENT SHALL BITFAX, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “BITFAX PARTIES”) OR THE BANKS, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “BANK PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT BITFAX OR THE BANKS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE BITFAX PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Bitfax Parties shall be limited to the greatest extent permitted under applicable law.
20.1. THE BITFAX PARTIES AND THE BANK PARTIES PROVIDE THEIR RESPECTIVE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE BITFAX PARTIES AND THE BANK PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE BITFAX PARTIES OR THE BANK PARTIES ARE RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, BITFAX, THE BANKS, OR ANY THIRD PARTY.
20.2. Neither Bitfax nor the Banks have any control over the products or services that are paid for using the Services and Bitfax nor the Banks can ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Bitfax does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Bitfax will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Bitfax makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
You agree to defend, indemnify and hold the Bitfax Parties and the Bank Parties harmless (including payment of reasonable attorney’s fees) against any claim or demand (including attorneys’ fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by Bitfax or the Banks pursuant to your instructions, including wage-and-hour law claims; (c) your use of the Bitfax Services or any Bank services; (d) your obligations to pay fees or fines to Bitfax, the Banks or any third parties; (e) negligence or willful misconduct of your affiliates, employees, contractors, or agents; and (f) all third-party indemnity obligations Bitfax or the Banks incur as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
You may request the closure of your Account at any time by emailing Bitfax at [email protected]. Bitfax also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Bitfax.
You may not close your Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review, per Section 9. All scheduled payments for which you have not yet been debited at the time of Account closure will be considered cancelled.
Bitfax, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Bitfax reserves the right to terminate the Services at any time. Bitfax will try to notify you in advance, but is not obliged to do so.
24.1. Consent to Communications. Because the Services are provided electronically, you agree that Bitfax may provide important information electronically. Bitfax will issue the following information and disclosures (“collectively, “Communications”) electronically via the Bitfax Services or via electronic mail (“email”):
Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.
24.2. No Obligation to Provide Paper Communication. Although Bitfax reserves the right to provide Communications in paper format at any time, you agree that Bitfax is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.
24.3. Withdrawal of Consent. You can withdraw your consent to receive most Communications from Bitfax by emailing us at [email protected] or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Bitfax also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Bitfax has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Bitfax in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.
24.4. Requesting Paper Documents. You have a right to receive Communications in paper form. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you. Bitfax will provide paper copies free of charge. Requests to receive any paper copy may be made by emailing [email protected]. We will provide a replacement Communication within fifteen (15) business days. In order for us to send you a paper copy of a Communication, you must have a current mailing address on file in your Account.
24.5. Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to Bitfax that you have the means to access, and to print or download, Communications.
24.6. Consent to Text Messages. By entering into this Agreement or using the SERVICES, you agree to receive TEXT MESSAGES FROM BITFAX AT THE TELEPHONE NUMBER THAT YOU PROVIDE TO US. YOU AGREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from BITFAX may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features OF THE SERVICES, AND communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
24.7. Withdrawal of Consent to Text Message. If you wish to opt out of promotional texts, you may text “STOP” to the phone number that texted you.
In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Bitfax may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Bitfax a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Bitfax the Feedback and that the use of the feedback by Bitfax will not violate, infringe otherwise misappropriate any third party rights.
26.1. Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Davidson County, Tennessee.
26.2. WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE BITFAX PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE BITFAX PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST BITFAX AND/OR RELATED THIRD PARTIES.
In the event of a dispute, claim, or controversy (“Claim”) between you and Bitfax or you and one or more Banks, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. You and Bitfax and you and one or more Banks (as the case may be) will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and Bitfax or you and one or more Banks. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 26 shall be non-severable from the remainder of this Section 26.
26.3. Arbitration Terms. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND BITFAX AND YOU AND ONE OR MORE BANKS MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
If you have a Claim with one or more Recipients or other third parties, you release Bitfax and the Banks (and their respective officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Claims.
To the extent that you use Bitfax to issue checks or payments to independent contractors, you expressly acknowledge and agree that you (not Bitfax and not the Banks) are responsible for compliance with all wage and hour laws, including but not limited to compliance with Cal. Labor Code § 2750.3, and all applicable laws regulating the time, place, and manner of payments for their service. Bitfax provides a means for transmitting funds. However, you (not Bitfax and not the Banks) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services.
29.1. Complete Agreement. This Agreement together with any other Bitfax documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Bitfax with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 19 (Limitation of Liability), 20 (Disclaimer of Warranties), 26 (Dispute Resolution and Arbitration), 27 (Release of Bitfax and the Banks), and 29 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
29.2. Intellectual Property. “Bitfax”, and all logos related to Bitfax, are either trademarks or registered trademarks of Bitfax or its licensors. You may not copy, imitate or use them without Bitfax's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Bitfax. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Bitfax website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Bitfax and its licensors.
29.3. Force Majeure. Neither Bitfax nor the Banks shall be liable for any issues or delayed performance caused by circumstances beyond Bitfax's or the Banks’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.
29.4. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Bitfax's prior written consent. Bitfax reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
29.5. Severability. If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
29.6. No Waiver. If Bitfax fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.
29.7. Contacting Bitfax. Unless otherwise stated in this Agreement, notices, inquiries, and requests to Bitfax should be emailed to [email protected]. Please note that email communications sent to Bitfax for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identify verification in order to obtain information or change settings.