Payments Terms of Service
Please read these Payments Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services, you agree to comply with and be bound by these Payments Terms of Service.
Please note: Section 21 of these Payments Terms of Service contains an arbitration clause and class action waiver that applies to all FarCloser Travel Members. If your Country of Residence (as defined below) is Canada, this provision applies to all disputes with FarCloser Travel. If your Country of Residence is outside of the United States, this provision applies to any action you bring against FarCloser Travel in Canada. It affects how disputes with FarCloser Travel are resolved. By accepting these Payments Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: October 24, 2018
These Payments Terms of Service (“Payments Terms”) constitute a legally binding agreement (“Agreement”) between you and FarCloser Travel governing the Payment Services (defined below) conducted through or in connection with the FarCloser Travel Platform.
The FarCloser Travel Terms of Service (“FarCloser Travel Terms”) separately govern your use of the FarCloser Travel Platform. All capitalized terms have the meaning set forth in the FarCloser Travel Terms unless otherwise defined in these Payments Terms.
In certain situations, customers may be required to enter into unique payment processing agreements with FarCloser Travel. To the extent that there is a conflict between these Payment Terms and terms and conditions set forth in any relevant payment processing agreement, the latter terms and conditions will take precedence, unless specified otherwise.
Table of Contents
- Scope and Use of the Payment Services
- Key Definitions
- Modification of these Payments Terms
- Eligibility, Member Verification
- Account Registration
- Payment Methods and Payout Methods
- Financial Terms for Operators
- Financial Terms for Guests
- Appointment of FarCloser Travel as Limited Payment Collection Agent
- General Financial Terms
- Currency Conversion
- Abandoned Property
- Prohibited Activities
- Intellectual Property Ownership, Rights Notices
- Termination, Suspension, and other Measures
- Applicable Law and Jurisdiction
- Dispute Resolution and Arbitration Agreement
- General Provisions
- Contacting FarCloser Travel
1. Scope and Use of the Payment Services
1.1 FarCloser Travel provides payments services to Members, including payment collection services, payments and payouts, in connection with and through the FarCloser Travel Platform (“Payment Services”). 1.2 FarCloser Travel may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. FarCloser Travel may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.
1.2 The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. FarCloser Travel is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by FarCloser Travel of such Third-Party Services.
1.3 You may not use the Payment Services except as authorized by Canadian law, the laws of the jurisdiction that is your Country of Residence, and any other applicable laws. You must also comply with any relevant export control laws in your local jurisdiction.
1.4 Your access to or use of certain Payment Services may be subject to, or require you to accept additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.
2. Key Definitions
“Country of Residence” means the jurisdiction associated with your FarCloser Travel Account as determined by FarCloser Travel’s assessment of your residence using various data attributes associated with your FarCloser Travel Account.
“Payout” means a payment initiated by FarCloser Travel to a Member for services (such as Listing Fees) performed in connection with the FarCloser Travel Platform.
“Payment Method” means a financial instrument that you have added to your FarCloser Travel Account, such as a credit card, debit card, or PayPal account.
“Payout Method” means a financial instrument that you have added to your FarCloser Travel Account, such as a PayPal account, direct deposit, a prepaid card, or a debit card (where available).
3. Modification of these Payments Terms
FarCloser Travel reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the FarCloser Travel Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. We will inform you about your right of refusal and your right to terminate this Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.
4. Eligibility, Member Verification
4.1 You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.
4.2 If you are agreeing to these Payments Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Payments Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
4.3 FarCloser Travel may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
4.4 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize FarCloser Travel to screen you against third party databases or other sources and request reports from service providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. FarCloser Travel reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
5. Account Registration
5.1 In order to use the Payment Services, you must have a FarCloser Travel Account in good standing. If you or FarCloser Travel closes your FarCloser Travel Account for any reason, you will no longer be able to use the Payment Services.
5.2 You may authorize a third party to use your FarCloser Travel Account in accordance with the FarCloser Travel Terms. You acknowledge and agree that anyone you authorize to use your FarCloser Travel Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
6. Payment Methods and Payout Methods
6.1 When you add a Payment Method or Payout Method to your FarCloser Travel Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to FarCloser Travel or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include:
- your residential address, name on the account, account type, routing number, account number, email address, payout currency, and account information associated with a particular payment processor.
6.2 When you add or use a new Payment Method, FarCloser Travel may verify the Payment Method by authorizing a nominal amount or by authenticating your account via a third-party payment service provider. For further verification, we may also (i) authorize your Payment Method for one or two additional nominal amounts, and ask you to confirm these amounts, or (ii) require you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payout Method. When you add a Payment Method during checkout, we will automatically save that Payment Method to your FarCloser Travel Account so it can be used for a future transaction.
6.3 Please note that Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and FarCloser Travel is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Payout Method.
6.4 You authorize FarCloser Travel to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your FarCloser Travel Account.
6.5 You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. FarCloser Travel is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.
7. Financial Terms for Operators
Generally speaking, FarCloser Travel will collect the Total Fees from a Guest at the time the Guest’s booking request is accepted by the Operator, or at any other time mutually agreed between the Guest and FarCloser Travel.
7.2.1 In order to receive a Payout you must have a valid Payout Method linked to your FarCloser Travel Account. FarCloser Travel will generally initiate Payouts to your selected Payout Method within 24 hours of the start of the Operator ServicesIn certain jurisdictions or instances, FarCloser Travel may offer you a different time or trigger for payment. For example, in certain cases, eligible Operators may be able to receive a Payout for a booking prior to the Guest’s scheduled check-in. Any such alternative Payout option may be subject to additional terms and conditions.
7.2.2 The time it takes to receive Payouts once released by FarCloser Travel may depend upon the Payout Method you select and the Payout Method provider’s processing schedule. FarCloser Travel may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.
7.2.3 Your Payout for a booking will be the Listing Fee less applicable Operator Fees and Taxes.
7.2.4 In the event of a Guest’s cancellation of a confirmed booking, FarCloser Travel will remit a Payout of any portion of the Total Fees due to you under the applicable cancellation policy.
7.2.5 FarCloser Travel will remit your Payouts in your currency of choice, depending upon your selections via the FarCloser Travel Platform and as further set out in Section 11. Amounts may be rounded up or down as described in the FarCloser Travel Terms.
7.2.6 For compliance or operational reasons, FarCloser Travel may limit the value of each individual Payout. If you are due an amount above that limit, FarCloser Travel may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.
8. Financial Terms for Guests
8.1 You authorize FarCloser Travel to charge your Payment Method the Total Fees for any booking requested in connection with your FarCloser Travel Account. FarCloser Travel will collect the Total Fees in the manner agreed between you and FarCloser Travel via the FarCloser Travel Platform. FarCloser Travel will generally collect the Total Fees after the Operator accepts your booking request. However, if you pay with a push Payment Method (such as Boletos or Sofort), FarCloser Travel will collect the Total Fees at the time of your booking request or after the Operator accepts your booking request. FarCloser Travel may offer alternative options for the timing and manner of payment. For example, in some cases, Guests may be required to pay or have the option to pay for Operator Services in multiple installments. Any additional fees for using offered payment options will be displayed via the FarCloser Travel Platform and included in the Total Fees, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If FarCloser Travel is unable to collect the Total Fees as scheduled, FarCloser Travel will collect the Total Fees at a later point. Once the payment transaction for your requested booking is successfully completed, you will receive a confirmation email.
8.2 When you request to book a Listing, FarCloser Travel may also (i) obtain a pre-authorization via your Payment Method for the Total Fees,(ii) charge or authorize your Payment Method a nominal amount, to verify your Payment Method, or (iii) authenticate your account via a third-party payment service provider to verify your Payment Method.
8.3 If a requested booking is cancelled either because it is not accepted by the Operator or you cancel the booking request before it is accepted by the Operator, any amounts collected by FarCloser Travel will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.
8.4 You authorize FarCloser Travel to perform the Payment Method verifications described in Sections 6 and 8, and to charge your Payment Method for any bookings made in connection with your FarCloser Travel Account. You hereby authorize FarCloser Travel to collect any amounts due, by charging the Payment Method provided at checkout, either directly by FarCloser Travel or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the FarCloser Travel Platform (such as gift cards).
9. Appointment of FarCloser Travel as Limited Payment Collection Agent
9.1 Each Member collecting payment for services provided via the FarCloser Travel Platform (such as Operator Services or certain transactions facilitated through the Resolution Center) (“Providing Member”) hereby appoints FarCloser Travel as the Providing Member’s payment collection agent solely for the limited purpose of accepting funds from Members purchasing such services (“Purchasing Members”).
9.2 Each Providing Member agrees that payment made by a Purchasing Member through FarCloser Travel, shall be considered the same as a payment made directly to the Providing Member, and the Providing Member will provide the purchased services to the Purchasing Member in the agreed-upon manner as if the Providing Member has received the payment directly from the Purchasing Member. Each Providing Member agrees that FarCloser Travel may refund the Purchasing Member in accordance with the FarCloser Travel Terms. Each Providing Member understands that FarCloser Travel’s’ obligation to pay the Providing Member is subject to and conditional upon successful receipt of the associated payments from Purchasing Members. FarCloser Travel guarantees payments to Providing Members only for such amounts that have been successfully received by FarCloser Travel from Purchasing Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Member, FarCloser Travel assumes no liability for any acts or omissions of the Providing Member.
9.3 Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that FarCloser Travel is not a party to the agreement between you and the Providing Member, FarCloser Travel acts as the Providing Member’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Member. Upon your payment of the funds to FarCloser Travel, your payment obligation to the Providing Member for the agreed upon amount is extinguished, and FarCloser Travel is responsible for remitting the funds to the Providing Member in the manner described in these Payments Terms, which constitute FarCloser Travel’ agreement with the Purchasing Member. In the event that FarCloser Travel does not remit any such amounts, the Providing Member will have recourse only against FarCloser Travel and not the Purchasing Member directly.
10. General Financial Terms
FarCloser Travel may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the FarCloser Travel Platform.
10.2 Payment Authorizations
You authorize FarCloser Travel to collect from you amounts due pursuant to these Payment Terms or the FarCloser Travel Terms. Specifically, you authorize FarCloser Travel to collect from you:
- Any amount due to FarCloser Travel (e.g., as a result of your bookings, Booking Modifications, cancellations, or other actions as a Guest, Co-Payer, Operator or user of the FarCloser Travel Platform), including reimbursement for costs prepaid by FarCloser Travel on your behalf, by charging any Payment Method on file in your FarCloser Travel Account (unless you have previously removed the authorization to charge such Payment Method(s)) or by withholding such amounts from your future Payouts. Any funds collected by FarCloser Travel will set off the amount owed by you to FarCloser Travel and extinguish your obligation to FarCloser Travel.
- Any amount due to a Providing Member from a Purchasing Member which FarCloser Travel collects as the Providing Member’s payment collection agent as further set out in Section 9 above.
- Taxes, where applicable and as set out in the FarCloser Travel Terms.
- Any amount paid through the Resolution Center in connection with your FarCloser Travel Account. FarCloser Travel may do so by charging the Payment Method associated with the relevant booking, or any other Payment Method on file in your FarCloser Travel Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding the amount from your future Payouts.
- Any Service Fees or cancellation fees imposed pursuant to the FarCloser Travel Terms (e.g., if, as an Operator, you cancel a confirmed booking). FarCloser Travel will be entitled to recover the amount of any such fees from you, including by subtracting such refund amount out from any future Payouts due to you.
- Fees improperly paid to you as an Operator. If, as a Operator or, your Guest cancels a confirmed booking or FarCloser Travel decides that it is necessary to cancel a confirmed booking, and FarCloser Travel issues a refund to the Guest in accordance with the FarCloser Travel Terms and Guest Refund Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, FarCloser Travel will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.
In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
10.3.1 Any refunds or credits due to a Member pursuant to the FarCloser Travel Terms will be initiated and remitted by FarCloser Travel.
10.3.2 All refunds may be subject to the FarCloser Travel Terms and Guest Refund Policy. If a Guest or FarCloser Travel decides for any reason to cancel a confirmed booking pursuant to the FarCloser Travel Terms, Guest Refund Policy, or Extenuating Circumstances Policy, you agree that FarCloser Travel will not have any liability for such cancellations or refunds aside from its obligations to remit refunds or Payouts pursuant to these Payments Terms.
10.4 Recurring Payments
10.4.1 For certain bookings FarCloser Travel may require a Guest to make recurring, incremental payments toward the Total Fees owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the FarCloser Travel Platform if applicable to a booking.
10.4.2 If Recurring Payments apply to a confirmed booking, then the Guest authorizes FarCloser Travel to collect the Total Fees, and the Operator agrees that FarCloser Travel will initiate Payouts, in the increments and at the frequency agreed to and identified via the FarCloser Travel Platform.
10.4.3 Guests may stop payment of a Recurring Payment by notifying FarCloser Travel orally or in writing at least three (3) business days before the scheduled date of the payment. FarCloser Travel may require that you give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within fourteen (14) days as requested, FarCloser Travel is not obligated to honour your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact FarCloser Travel pursuant to Section 24.
10.5 Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you so that you end up receiving or paying the correct amount. This may be performed by FarCloser Travel or a third party such as your financial institution.
If FarCloser Travel is unable to collect any amounts you owe under these Payments Terms, FarCloser Travel may engage in collection efforts to recover such amounts from you. FarCloser Travel will deem any owed amounts overdue when: (a) for authorized charges, ninety (90) days have elapsed after FarCloser Travel first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Operator’s future Payouts, one hundred and eighty (180) days have elapsed after the adjustment is made to the Operator’s account or the associated services have been provided, whichever is later. Any overdue amounts not collected within one hundred and eighty (180) days after they become overdue will be deemed to be in default. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to FarCloser Travel by you. Such communication may be made by FarCloser Travel or by anyone on their behalf, including but not limited to a third-party collection agent.
11. Currency Conversion
FarCloser Travel will process each transaction in the currency the Member selects via the FarCloser Travel Platform. The currencies available to make and receive payments for any given transaction may be limited for regulatory or operational reasons based on factors such as the Member’s selected Payment Method or Payout Method and/or the Member’s Country of Residence or FarCloser Travel contracting entity(ies). Any such limitations will be communicated via the FarCloser Travel Platform, and you will be prompted to select a different currency, Payment Method or Payout Method. Note that a Member’s third-party payment service provider may impose transaction, currency conversion or other fees based on the currency or Payment Method the Member selects to make or receive payments, and FarCloser Travel is not responsible for any such fees and disclaims all liability in this regard.
12. Abandoned Property
If we cannot initiate a Payout, refund, or pay other funds due to you for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting such funds to the appropriate governing body as required by law.
13. Prohibited Activities
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the FarCloser Travel Terms;
- use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
- register or use any Payment Method or Payout Method with your FarCloser Travel Account that is not yours or you do not have authorization to use;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by FarCloser Travel or any of FarCloser Travel’ providers or any other third party to protect the Payment Services;
- take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
14. Intellectual Property Ownership, Rights Notices
14.1 The Payment Services are protected by copyright, trademark, and other laws of Canada and foreign countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of FarCloser Travel, FarCloser Travel and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of FarCloser Travel used on or in connection with the Payment Services are trademarks or registered trademarks of FarCloser Travel in Canada and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.
14.2 You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by FarCloser Travel, or its licensors, except for the licenses and rights expressly granted in these Payments Terms.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the FarCloser Travel Platform, or pursuant to Section 24 (“Contacting FarCloser Travel”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
16.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.
16.2 Notwithstanding FarCloser Travel’s’ appointment as the limited payment collection agent of Providing Members for the purposes of accepting payments from Purchasing Members through the FarCloser Travel Platform, FarCloser Travel explicitly disclaims all liability for any act or omission of any Member or other third-party. FarCloser Travel does not have any duties or obligations as the agent for each Providing Member except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.
16.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
16.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.
17.1 Except as provided in Section 17.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your FarCloser Travel Account in any way, you are responsible for the actions taken by that person. Neither FarCloser Travel nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not FarCloser Travel has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Providing Members pursuant to these Payments Terms or an approved payment request under the FarCloser Travel Operator Guarantee, in no event will FarCloser Travel’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed the amounts you have paid or owe for bookings via the FarCloser Travel Platform as a Guest in the twelve (12) month period prior to the event giving rise to the liability, or if you are an Operator, the amounts paid by FarCloser Travel to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between FarCloser Travel and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of Canada, this does not affect FarCloser Travel’s’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
17.2 If you reside in the EU, Section 17.1 does not apply, and FarCloser Travel is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. FarCloser Travel is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of FarCloser Travel in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of FarCloser Travel is excluded to the maximum extent allowed by applicable law.
You agree to release, defend (at FarCloser Travel’ option), indemnify, and hold FarCloser Travel and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; or (iii) your breach of any laws, regulations, or third-party rights.
19. Termination, Suspension, and other Measures
19.1 You may terminate this Agreement at any time by sending us an email, or by following the termination procedures specified in the FarCloser Travel Terms. Terminating this Agreement will also serve as notice to cancel your FarCloser Travel Account pursuant to the FarCloser Travel Terms. If you cancel your FarCloser Travel Account as an Operator, FarCloser Travel will provide a full refund to any Guests with confirmed booking(s). If you cancel your FarCloser Travel Account as a Guest, FarCloser Travel will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy.
19.2 Without limiting our rights specified below, FarCloser Travel may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address (or two (2) months’ prior notice for Members contracting with FarCloser Travel UK).
19.3 FarCloser Travel may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under this Agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) FarCloser Travel believes in good faith that such action is reasonably necessary to protect other Members, FarCloser Travel, or third parties (for example in the case of fraudulent behaviour of a Member).
19.4 In addition, FarCloser Travel may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, or if (ii) you have breached these Payments Terms, the FarCloser Travel Terms, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, or (iv) FarCloser Travel believes in good faith that such action is reasonably necessary to protect the personal safety or property of FarCloser Travel, its Members, FarCloser Travel, or third parties, or to prevent fraud or other illegal activity.
19.5 In case of non-material breaches and where appropriate, you will be given notice of any measure by FarCloser Travel and an opportunity to resolve the issue to FarCloser Travel’ reasonable satisfaction.
19.6 If you are an Operator and we take any of the measures described in this Section we may refund your Guests in full for any and all confirmed bookings, irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
19.7 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new FarCloser Travel Account or attempt to access and use the Payment Services through a FarCloser Travel Account of another Member.
19.8 If you or we terminate this Agreement, the clauses of these Payments Terms that reasonably should survive termination of these Payments Terms will remain in effect.
20. Applicable Law and Jurisdiction
These Payments Terms will be interpreted in accordance with the laws of the Province of Alberta and Canada, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) must be brought in the province unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Calgary, Alberta.
21. Dispute Resolution and Arbitration Agreement
21.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) are contracting with FarCloser Travel; or (ii) bring any claim against any FarCloser Travel entity in Canada (to the extent not in conflict with Section 20).
21.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and FarCloser Travel each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact FarCloser Travel’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
21.3 Agreement to Arbitrate. You and FarCloser Travel mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Payment Services (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and FarCloser Travel agree that the arbitrator will decide that issue.
21.4 Exceptions to Arbitration Agreement. You and FarCloser Travel each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
21.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
21.6 Jury Trial Waiver. You and FarCloser Travel acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
21.7 No Class Actions or Representative Proceedings. You and FarCloser Travel acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and FarCloser Travel both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
21.8 Severability. Except as provided in Section 22.10, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
21.9 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Payments Terms”), if FarCloser Travel changes this Section 21 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of FarCloser Travel’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and FarCloser Travel in accordance with the provisions of the “Dispute Resolution” section as of the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms).
21.10 Survival. Except as provided in Section 21.8 and subject to Section 19.8, this Section 21 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your FarCloser Travel Account.
22. General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between FarCloser Travel and you regarding the subject matter hereof and supersede any and all prior oral or written understandings or agreements between FarCloser Travel and you regarding the Payment Services.
22.2 No joint venture, partnership, employment, or agency relationship exists between you or FarCloser Travel as a result of this Agreement or your use of the Payment Services.
22.3 If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
22.4 FarCloser Travel’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.
22.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without FarCloser Travel’ prior written consent. FarCloser Travel may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice. Your right to terminate this Agreement at any time remains unaffected.
22.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.
22.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by FarCloser Travel via email, FarCloser Travel Platform notification, or messaging service (including SMS and WeChat).
23. Contacting FarCloser Travel
You may contact FarCloser Travel regarding the Payment Services using the information below:
FarCloser Travel, Inc.
#140 3553 31 St NW
Calgary, AB T2L 2K7
+1 587 893 0353
These Payments Terms are available at www.FarCloser Travel.com/terms/payments_terms. FarCloser Travel will provide a copy of these Payments Terms on request. If you have any questions about these Payments Terms, please email us.