TodayPay^® User Agreement as at October 25, 2024

Please read this TodayPay User Agreement (the “Agreement”) carefully, as it contains important information about the legal rights and obligations that we and you have in connection with our service, as described below. In relation to these Terms, the words “you” and “your” will refer to the person who accepts these Terms and who we may allow to utilize our Service. The words “we,” us,” and “our,” refer to TodayPay Inc, also known as TodayPay^®.

THIS USER AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY LIMIT CERTAIN OF YOUR LEGAL RIGHTS IF YOU HAVE A DISPUTE WITH US, INCLUDING LIMITATIONS RELATING TO YOUR RIGHT TO FILE A LAWSUIT AGAINST US, TO HAVE YOUR DISPUTE HEARD BY A JURY, AND A LIMITATION ON YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AGAINST US. YOU MAY OPT-OUT OF THIS ARBITRATION PROVISION AS DESCRIBED BELOW.

YOU AGREE THAT WE HAVE NOT PROVIDED YOU WITH ANY TAX OR LEGAL ADVICE REGARDING USING OUR SERVICE, PRODUCT OR PLATFORM, INCLUDING BUT NOT LIMITED TO THAT YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE MAY BE TAX IMPLICATIONS FOR YOU USING THIS SERVICE.

As described in more detail below and subject to the terms and conditions of this TodayPay User Agreement, we may, at our sole discretion, agree to provide certain digital value, including but limited to a gift card, cash equivalent value or money to you. You are responsible for fulfilling your contractual and legally enforceable payment obligations to us for the purchase of any products on the TodayPay platform, including but not limited to the purchase of a gift card. If we do provide funds to you, you will have no obligation to repay or return any such amounts. However, if you do not repay or return such amounts, we will not provide any additional funds to you if you do not first forward to us the entire amount of all funds that we may have previously provided to you and otherwise comply with our eligibility requirements. You expressly acknowledge and agree that any funds you receive in connection with this Agreement are not a loan or extension of credit and that any payments you choose to make to us will be wholly voluntary. Additionally, if you cause us to incur any of the following losses, you agree to reimburse us for the actual amount of our loss: (1) if we incur losses due to any fraud you have committed against us or against any third-party or due to your making any materially false or misleading representations to us, or (2) if we incur any actual fees as a result of a return of a voluntary payment you make to us for any reason, including as a result of insufficient funds being available to complete such payment.

In addition to this Agreement, you must agree to each of the following to use our Service: our TodayPay Instarefund™ Agreement (the “Instarefund™ Terms”), our Privacy Policy, and Electronic Communications Policy (together, the “Additional Agreements”), our ESIGN Disclosure and any other policies we deem required to use the platform.

We may update, edit or amend this Agreement, or any of the Additional Agreements at any time, and for any reason, at our sole discretion by posting updated versions of any of the Agreements on our website or in the TodayPay Platform. Such amendments or updates will become effective immediately unless we expressly describe a later effective date in such updated agreement. If we make material changes to Agreement, we will provide you notice of such changes before they become effective. By continuing to maintain your Account after the effective date of any such amendment or update, you expressly agree to be bound by the updated terms. You must terminate each of your accounts with us immediately if you do not agree to be subject to any updated Agreement.

You acknowledge and agree that you have read, understood, and agree to be bound by this Agreement and each of the Additional Agreements. You hereby expressly agree to the terms and conditions of this Agreement and of each of the Additional Agreements. You acknowledge and agree that this Agreement will govern all matters relating to or arising out of any of the instarefund™ services and any other services that we may provide to you in connection with this TodayPay User Agreement.

Definitions.
1. An “Approved Merchant” is a Merchant that is identified or displayed in our platform that may agree to provide an instarefund™ to you.
2. An “Authorized Bank Account” is a transaction account that you maintain at a US-based financial institution that you have authorized us to obtain transactional or other information about or that you reasonably expect that you will use in connection with an instarefund™, including, but not limited to, (i) to make a purchase of a Approved Merchant Gift Card from TodayPay, (ii) into which you expect an Approved Merchant to transmit Refund Amounts, (iii) from which you may wish to authorize us to process payments that you make to us, if any, or (iv) into which you may want us to remit the amount of any instarefund™.
3. A "Business Day" means a day other than a Saturday or Sunday on which banks are open for general interbank business in the United States of America.‍
4. A “Cashback” is any additional value that we, in our sole discretion, apply to the instarefund™ amount that we may issue to you.
5. An “Convenience Fee” is the fee that is charged if you choose to receive instarefund™ funds via the Delayed Transfer Process.
6. The “Delayed Transfer Process” is an optional service that we offer by which you can choose to pay a Convenience Fee to us to receive an instarefund™ and fully execute the transaction with additional time than would be likely using our Regular Transfer Process.
7. A “Gift Card” is a prepaid card that can be used to make purchases and execute other types of financial transactions. Gift cards can be open loop or closed loop, which can determine where and how the card can be used. Open loop means the digital value can be spent anywhere Merchants accept the payment method. Closed loop means the digital value is only able to be spent at the specific Merchant that issues the card. Both types typically can be used online, tokenized on a mobile device and/or in person.
8. An “instarefund™” is the sale of a Gift Card, issue of digital value or a grant of money that we may provide to you in anticipation, or advance of, your expected receipt of a Refund Amount from an Approved Merchant. You acknowledge and understand that the instarefund™ is exclusively between you and us, only. You are obligated to execute in full your legal and contractual obligations to pay in full any and all funds or fees owed to TodayPay in connection with the purchase of a Gift Card from TodayPay.
9. A “Merchant Account” is your online account or transactional relationship with an Approved Merchant from which you have completed a transaction or purchase, and may be expecting a refund payment in connection with an instarefund™, if any.
10. A “Refund Amount” is the amount of money that an Approved Merchant has expressly agreed to refund to you in connection with your original online purchase of merchandise and in connection with which you are requesting an instarefund™. You acknowledge and understand that the amount of a refund you receive from an Approved Merchant is between you and the Approved Merchant only. You acknowledge and understand that the amount of a refund from the Approved Merchant may be less than, more than, or the same as the instarefund™ we provided to you. You acknowledge and understand that the instarefund™ we provided to you is a completely separate and unrelated transaction to the original purchase you made with the Approved Merchant. You acknowledge, affirmatively consent, expressly agree and fully understand that the instarefund™ we may provide to you represents the refund issued by TodayPay, and you have no further refund claim relating to the original transaction with the Approved Merchant.
11. An “Online Account” is your online account or transactional relationship with TodayPay from which you have the intention to, completed or attempted to complete, a transaction or purchase, and may be expecting a refund or payment, in connection with an instarefund™, if any. By opening an Online Account with TodayPay you also automatically open an Online Account with TodayPay. Closing your TodayPay account does not automatically close your TodayPay account, nor divorce you from any outstanding obligations, financial commitments, payments or monies owed to TodayPay.
12. A “Platform” is the digital product and software that provides the foundation for users to run applications and use TodayPay.
13. A “Receivable” represents money owed for goods or services that may have been delivered but not yet been paid for.
14. A “Refund Amount” means any outstanding amount of such Receivable that may be due to you from an Approved Merchant upon your full compliance with the Approved Merchant’s return policy. The Refund Amount shall be equal to the face value amount of the Receivable.‍
15. A “Refund App” is the piece of software designed for a particular purpose that you can download onto a mobile device from the iOS and Android app stores, that is exclusively the intellectual property of TodayPay.
16. A "Refund Payment” means, in respect of an instarefund™, payment of the Refund Amount to you as set forth in the TodayPay Instarefund™ Agreement.
17. A "Refund Request" means all the relevant details of a Return which you have provided to TodayPay.‍
18. A "Refund Rights" means any right to payment of a monetary obligation (including applicable sales tax or duty) owed to you by an Approved Merchant arising in connection with an authorized transaction between you and the Approved Merchant, together with all Related Rights and all proceeds of the Refund Rights receivable. ‍
19. The “Regular Transfer Process” is our standard process for sending your instarefund™. We do not charge a Convenience Fee for sending you the instarefund™ using our Regular Transfer Process.
20. A "Related Rights" means any rights in relation to a Receivable between you and the Approved Merchant.‍
21. A “Return” means the shipment, postage or physical return of Returned Goods by you to the Approved Merchant, in accordance with the Approved Merchants’s prescribed policies, that has been initiated by you and which gives rise to any Receivable.‍
22. A “Returned Goods” means one or more goods that you have purchased from an Approved Merchant and for which you have initiated, a Return to the Approved Merchant.‍ means the shipment, postage or physical return of Returned Goods by you to the Approved Merchant, in accordance with the Approved Merchants’s prescribed policies, that has been initiated by you and which gives rise to any Receivable.‍
23. A “TodayPay” is the company that makes the Refund App™, issues the instarefund™, operates the TodayPay Platform and owns the TodayPay website.
24. A “TodayPay Instarefund™ Agreement” means the TodayPay Instarefund™ Agreement as set forth in the TodayPay User Agreement, which contains the terms upon which TodayPay may approve an instarefund™.‍
25. A "TodayPay User Agreement" means any terms of use applicable to or hosted by any TodayPay platform, product, service, app or website.‍
instarefund™ Eligibility Requirements. You will not be eligible for an instarefund™ if any of the following is true:
1. You have breached any of your obligations to us under this Agreement or under any of the Additional Agreements, or if any of the representations or warranties made to us in this Agreement or in any of the Additional Agreements is not true and correct, the determination of which is at our sole discretion.
2. We are unable to determine if you have complied in full or have breached any of our robust risk management procedures including but not limited to, identity verification, fraud reporting, sanctions screening, or any compliance requirement we determine is needed or mandated, the determination of which is at our sole discretion.
3. You have not met our minimum Authorized Bank Account requirements to receive an instarefund™, by accessing the transaction history of your Authorized Bank Account(s) as described below in Section 5 (“Information Sharing Requirements”), the determination of which is at our sole discretion.
4. You may be required to accept the terms and conditions of any third party service providers that facilitate access to your Authorized Bank Account and certain bank account information.
5. You have received one or more Refund Amounts from an Approved Merchant and you have not sent the full amount of any or each instarefund™ amount owed to us in full, the determination of which is at our sole discretion.
The instarefund™.
1. Subject to the terms of this Agreement and the Additional Agreements, if you are eligible for an instarefund™, we may permit you to request an instarefund™ from us. If TodayPay, at our sole discretion, agrees to do so, we may provide an instarefund™ to you.
2. An instarefund™ means a transaction in which TodayPay or its affiliates purchases a Receivable from you by making the instarefund™ value available to you pursuant to the TodayPay Instarefund™ Agreement.
3. You expressly agree, acknowledge and affirmatively consent that an instarefund™ is not a refund, nor is it a refund from an Approved Merchant, but rather the purchase of your right to receive a refund payment from the Approved Merchant, by TodayPay or its affiliates.
4. You may submit an instarefund™ request only in connection with transactions that you have made with an Approved Merchant and you expressly agree and affirmatively consent to TodayPay or its affiliates making a purchase of the Receivable from you, by entering into the TodayPay Instarefund™ Agreement with you and tendering the Refund Payment. For the avoidance of doubt, this will constitute the definitive purchase price for that Receivable from you, to TodayPay or its affiliates.
5. An instarefund™ is not, nor intended to be, and should not be construed as, a loan or extension of credit. If you purchase a Gift Card from us in the completion of an instarefund™ transaction, you have an obligation to complete the purchase transaction with us and pay any monies owed in full, including any Convenience Fees, or any other amounts that we may determine at our sole discretion under this instarefund™ Agreement.
6. If we issue you an instarefund™, you understand and expressly agree that you may be offered one or more ways to redeem the instarefund™ value. Upon the definitive selection of the instarefund™ redemption method, you may not cancel or otherwise change or modify your instarefund™ redemption method selection. You expressly agree and acknowledge that TodayPay and its affiliates are not responsible for any lost or delayed redemption value arising from any incorrect or inaccurate payment information you provide.
7. An instarefund™ may incur a Convenience Fee based on your preferred instarefund™ payment method. If you complete an instarefund™ transaction, you have an obligation to complete the transaction with us and pay any monies owed in full, including any Convenience Fees, or any other amounts that we may determine at our sole discretion under this instarefund™ Agreement.
8. The amount of an instarefund™ may be of such a value that we determine, in our sole discretion, is best to be redeemed in the payment method of our choosing. In such case, we will issue you with instarefund™ amount in the payment method of our choosing.
9. If the instarefund™ amount has not been redeemed by you within a reasonable time period of our choosing, we may decide in our sole discretion, to issue you the instarefund™ amount in the payment method of our choosing. In such case, we will issue you with instarefund™ amount in the payment method of our choosing.
10. If we issue you an instarefund™, you understand and expressly agree that the Approved Merchant will pay TodayPay or its affiliates, and not you, any amounts owed by the Approved Merchant for the Return. If you receive any amount from the Approved Merchant arising from a Return for which TodayPay issued you an instarefund™, you must hold the amount paid by the Approved Merchant in trust as TodayPay property and deliver that amount to TodayPay within 3 Business Days. This means that you cannot use this amount for your own purposes or withhold it from TodayPay. For the avoidance of doubt, you are not required to act as an agent to collect any amounts owed by an Approved Merchant to TodayPay or its affiliates once you have sold a Receivable to TodayPay or its affiliates.
Your Representations and Warranties when submitting a request for an instarefund™. Each time you submit a request to us for an instarefund™, you represent and warrant to us that each of the following is true as of when you make such request:
1. That each of the representations and warranties that you made to us when you opened your Online Account or completed a transaction with an Approved Merchant, were true and correct, and without any material omission, and that each such representation and warranty is true, correct, and without any material omission as of when you submit a request for an instarefund™.
2. That you are the original purchaser of the merchandise that is being returned to the Approved Merchant and to whom the Refund Amount will be paid.
3. That the merchandise you are returning for the expected Refund Amount was purchased using legal tender in the United States, including but not limited to methods of payment in your possession such as a debit card, credit card or Authorized Bank Account.
4. That the Approved Merchant has agreed to provide you with the Refund Amount in the anticipation of which you are requesting an instarefund™, and you reasonably expect that the Refund Amount may be equal to, less than or more than, the amount of the instarefund™ you have requested from us.
5. That you have fulfilled, or intend to fulfill, the Merchant’s requirements in full, to be eligible to receive the Refund Amount from the Merchant.
6. That you are not currently subject to any legal obligations that prohibit you from receiving the Refund Amount or returning to us the full amount of the instarefund™, should you voluntarily choose to do so.
7. That you have the legal right and authority to request and receive instarefund™s, and to be bound by the terms of this Agreement.
8. That you will not use the proceeds of an instarefund™, directly or indirectly, for any illegal purpose or in any manner that violates any contractual or legal obligation you may have to us or to any third party (including, but not limited to, the applicable policies and terms of any Approved Merchant, Authorized Bank Account, payment service provider and any vendor affiliated with or supporting the TodayPay™ that you use in connection with the Services).
9. That you satisfy the reputational risk requirements of using the TodayPay™ that we, or any of partners supporting the TodayPay™, may in our sole discretion, determine that you comply to use the TodayPay™ and be eligible to receive an instarefund™.
10. That you are a U.S. citizen or a permanent resident of the United States, and that you are a U.S. resident above the age of eighteen (18) years old.
Information Sharing. To maintain your eligibility for an instarefund™, we may require certain information from you or about you. You therefore agree to each of the following:
1. You must provide us with ongoing authorization to obtain transaction-related information about each of your Authorized Bank Account(s). To the extent permitted by applicable law, we will use transactional information from your Authorized Bank Account(s) to confirm your eligibility for an instarefund™, for example, to confirm information about the minimum account balance and availability of funds in your Authorized Bank Account.
2. You must also provide us with ongoing authorization to obtain information about any other financial and transactional accounts that you have or that are maintained on your behalf so that we can form a reasonably complete understanding of your financial situation and form an opinion regarding your willingness and ability to voluntarily forward to us the required amounts necessary for you to maintain your eligibility for additional instarefund™ transactions.
3. You must be the primary owner of each Authorized Bank Account, or, if you are not the primary owner of such Authorized Bank Account, you must have the express authority of the owner of the Authorized Bank Account to use such account as described herein.
4. You must update your Authorized Bank Account information within a reasonable period of time, not to exceed thirty-days if: (i) you obtain any new account that is an Authorized Bank Account, (ii) you stop using any previously Authorized Bank Account for any of the purposes described above, or (iii) if any other change occurs in connection with any Authorized Bank Account or any other account that you may have that can reasonably be expected to impair our ability to obtain and use information from such account for any of the purposes described herein.
5. You must designate a primary Authorized Bank Account from which we will transmit any instarefund™ transaction related funds that we may request from you in order to fulfill your payment obligations to us. If you do not designate a primary Authorized Bank Account, or if we are unable for any reason to initiate any debits or credits from your designated Authorized Bank Account, we may, at our sole discretion, cancel any pending instarefund™ or transmit the instarefund™ funds into any of your other Authorized Bank Accounts.
6. When you request an instarefund™, we may, at our sole discretion, require you to provide to us with any information or documentation that we request. If such information or documentation is primarily accessible by electronic means, we may require that you provide us with authorization to access such information electronically or to allow us to view and record an online session in which you electronically access the requested information or documentation, including, but not limited to, by accessing any applicable Merchant Account or return workflow required by the Approved Merchant in order to obtain the Refund Amount. Information or documentation that we may request may include, but shall not be limited to, information or documentation of: (i) any personal identifiable information; (ii) the Approved Merchant’s sale of the merchandise being returned to you and/or agreement to provide the Refund Amount to you; (iii) information regarding the Authorized Bank Account you used to make the purchase; (iv) information regarding the Authorized Bank Account into which you are linking the instarefund™ transaction; and (v) information about you, your identity, your financial situation, and your request to us for an instarefund™. You hereby expressly authorize us to view and record each such online session to the extent not prohibited by any applicable law.
7. By maintaining an Online Account and requesting an instarefund™, you expressly and knowingly appoint us to be your agent to obtain the information described in this Section, and you authorize us to take such steps are we believe are reasonably necessary in order to access such information, from each entity or third-party that has possession or control of such information, and that we may do so ourselves or through a third-party service provider. We shall not be obligated to review any information that we receive about you or from you for any purpose, including, but not limited to, its accuracy, legality, or non-infringement. You agree that we, our third-party service providers, and each entity or third party from which we obtain information will be entitled to rely on the foregoing appointment as your agent and/or the authorization granted by you, and on the information obtained hereunder.
8. When you request an instarefund™, we may, at our sole discretion, require you to provide to us with any information or documentation that we request to protect you and us from fraud, fraudulent activity or potentially illicit activity that violates our Agreement. Our service provider may collect the following information including but not limited to, mobile device information, which are signals relating to an individual’s hardware information about the device (e.g., Device ID, Device OS, model and browser), IP address (if you use our services via a computer or mobile device), or If GPS is turned on - GPS (if you access our service via a computer or mobile device). Our Service Provider will also port scan to determine if you are using a remote desktop. Our Service Provider does not share any of its port scanning results to us and only uses the port scan results for fraud prevention and detection purposes only. Our Service Provider may also scanned for behavioral biometrics these are signals relating to an individual’s behavior or use of a device access our services, including any user behavioral traits, interactions and gestures (e.g., how an individual types on a keyboard, moves a mouse, holds a phone or taps a touch screen or otherwise interacts with a device). Our Service Provider does not collect any data you input on the website page or mobile application.
9. We retain your Personal Information for as long as needed or permitted in context of the purpose for which it was collected and consistent with applicable law.
10. Personal Information used for the ongoing relationship between you and the TodayPay and TodayPay, is stored for the duration of the relationship plus a period of 10 years, unless we need to keep it longer including any legal or compliance obligations with laws to which we are subjected including but not limited to Anti-Money Laundering, Know Your Customer, Sanctions, litigation, investigations, audit, or to protect against any claims.
Issuing the instarefund™ to You. The instarefund™ can only be issued to you, and not to any third-party on your behalf. The instarefund™ can only be sent to the designated user account on the TodayPay Platform, located in the United States. You may choose to accept the instarefund™ in one of the following redemption methods:
1. Regular Transfer Process. If we agree to grant you an instarefund™, we will instruct our payment processor to initiate an Automated Clearing House (“ACH”) transaction or issue a Gift Card before the end of the third Business Day after we notify you of our decision to provide the instarefund™ to you. instarefund™ value will be transmitted to the Authorized Bank Account that you designated, or, if we are unable to successfully transfer funds to your Authorized Bank Account from us, we may, at our sole discretion, cancel the instarefund™, attempt to transfer the required funds to any of your other Authorized Bank Accounts, charge a Convenience Fee or recoup any and all charges associated with there being Non Sufficient Funds in your Authorized Bank Account. We may, at our sole discretion, choose to issue additional Cashback rewards to you in the form of additional value to the instarefund™ amount. This is our Regular Transfer Process.
2. Delayed Transfers. You may request that we grant you the instarefund™ via our Delayed Transfer Process, in which case we will add a Convenience Fee to the amount of the instarefund™ we will transmit to you. We will clearly and conspicuously disclose to you each of the following before you incur an Delayed Transfer Convenience Fee: (i) the manner in which the Delayed Transfer Process will transmit the value to you; (ii) when we reasonably expect that the instarefund™ value will become available to you; and (iii) the amount of the Convenience Fee. The Convenience Fee will be claimed from your TodayPay Account, it may reduce the value of the instarefund™ that we may grant you in order for you to be eligible for any additional instarefund™(s). We will not take any adverse action against you or treat you differently at any time or in any way if you do not choose to incur a Convenience Fee or to receive instarefund™ value via the Delayed Transfer Process. We may, at our sole discretion, choose to issue additional Cashback rewards to you in the form of additional value to the instarefund™ amount.
  Important: You are not required to pay any portion of the Convenience Fee to us at any time. However, until we receive the full amounts that we claimed for any Convenience Fee that you agree to incur, you will be ineligible to receive any additional instarefund™/s and to receive value via the Delayed Transfer Process in connection with any instarefund™/s that we may agree to provide to you. You expressly acknowledge and agree to each of the following in connection with each Delayed Transfer and each Convenience Fee:

That we have not required you to “repay” or forward any portion of a Convenience Fee to us.
That the Convenience Fee, should you choose to transmit it to us, or we deduct it from your TodayPay Account, shall represent the reasonable fair-market price for services such as the Delayed Transfer Process, and that your payment of such amounts is entirely voluntary on your part as compensation to us for such value-added services, notwithstanding that the amount of the Convenience Fee may exceed our direct and indirect costs for providing such service to you.

That the Convenience Fee is not, nor intended to be, and should not be construed as, interest or a finance charge in connection with a loan or extension of credit.

Sending Refund Amounts and Other Amounts to Us. You have no obligation to us at any time to repay or send us any money in exchange for, or in consideration of, any of the instarefund™ amount or other services that we may provide to you under this Agreement. If you voluntarily choose to forward any funds to us, including but not limited to, the amount of any instarefund™ we provided to you, any Refund Amounts you may receive from an Approved Merchant, any Convenience Fees, or any other amounts that you may voluntary choose to send to us, you must initiate each such payment or payments to us through the TodayPay™ in accordance with agreeing to the Automated Clearing House (“ACH”) authorization. At this time we are unable, and will not, accept or process any payments transmitted to us in any other manner.

It is your responsibility to ensure that you have sufficient funds available in your Authorized Bank Account for each payment that you authorize us to process. You acknowledge, understand, and agree, that your financial institution may charge you a fee for any payments that you choose to make to us, including in connection with any payments that are returned as unpayable due to insufficient funds or Non-Sufficient Funds charged or assessed by the Automated Clearing House (“ACH”). We accept no responsibility for any such fees, even if we knew or should have known that processing a payment was likely to result in your incurring such fee, and you expressly and knowingly waive any and all claims that you may have against us with respect to any such fees.

In addition, if any payment from you cannot be completed, whether as a result of insufficient funds or otherwise, you agree to pay to us the actual amount of each fee that we are required to pay to our financial institution in connection with such returned payment. We may, at our sole discretion, require you to pay such amounts immediately or we may require that you forward such amounts to us as a condition of your eligibility for additional instarefund™/s as well as any additional services that we may offer.

Our Rights. Although you are not required to repay any amounts that we provide to you in connection with this Agreement, note the following important information about our rights:‍
1. Important: We reserve the right to require you to reimburse us for any losses that we incur as a result of any fraud that you have committed, whether against us or against any third-party, or due to your intentionally, knowingly, or recklessly making any materially false or misleading representations or warranties to us, or through your intentional, knowing, or reckless failure provide us with timely, complete, and accurate information upon our reasonable request. ‍
2. We reserve the right to enforce all claims against you for any unpaid amounts in relation to the purchase of a Gift Card.
3. We reserve the right to deny, modify, or only agree to only a portion of any instarefund™ request you submit to us, for any reason or for no reason, at our sole and absolute discretion.
4. We may limit the maximum amount of an instarefund™ that you may request from us or that we may agree to provide to you. We may also limit the aggregate amount of all instarefund™/s that you may request or receive from us in any given timeframe or in total.
Tax Implications of an instarefund™. You acknowledge and understand that any potentially applicable tax laws, rules, and regulations may deem your receipt from us of an instarefund™ as a taxable event or as taxable income to you. If an instarefund™ is deemed to be income to you, you may incur additional tax liabilities, lose access to certain means-tested public benefits, be subject to higher periodic payments in connection with income-based student loans, or otherwise be subject to unexpected or unwelcome costs, fees, payments, or effects.

If we reasonably believe that we are required to do so under any applicable law, we may (1) require you to provide us with any additional information that we believe is necessary or appropriate to enable us to comply our legal obligations; and (2) submit information returns or forms, or otherwise provide to any applicable tax authorities information about you and about any instarefund™ or services we may have provided to you. You acknowledge and agree that we are not responsible for, and you will hold us harmless from any tax or other liabilities that you may incur because of your receipt of an instarefund™ or any other product or service we provide to you. You agree that we have not provided you with any legal or tax advice and that you have had the opportunity to consult with a legal or tax advisor regarding the tax treatment of your receipt of an instarefund™ from us.
Disputes And Complaints. All disputes or complaints relating to this Agreement must be submitted to us by support@todaypay.me. Such disputes, include, but shall not be limited to, disputes relating to any of the following: the amount or delivery of the instarefund™, any information that we require from you, any determination or decision we make with respect to your eligibility for any instarefund™, of if you believe that you or we are or may have been the victim of any fraud or identity theft arising from or relating to this Agreement. All disputes or complaints you may have relating to the Authorized Merchant, the applicable and respective Authorized Merchant’s returns policy, or the Refund Amount from the Authorized Merchant shall be directed exclusively to the Authorized Merchant, or your credit card, debit card or payment service provider.
Arbitration Agreement.
1. Notice and Cure. Prior to initiating any lawsuit or arbitration against us or against any other person that relates to or arises from this Agreement, you must first provide to us written notice of your claim (a "Claim Notice") and a reasonable opportunity, not less than 60 days, to resolve your claim. Prior to initiating any lawsuit or arbitration against you, we will provide you with a Claim Notice and a reasonable opportunity, not less than 30 days, to resolve our claim. If we are sending you a Claim Notice, we will send it to you at the most recent email and/or physical mail address appearing in our records or, if you are known to be represented by an attorney, to your attorney's office address. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. You and we agree to reasonably cooperate in providing to each other any information or documentation relevant to the allegations described in the Claim Notice and to act in good faith to resolve the allegations before filing any lawsuit or arbitration.
2. Except as expressly provided in this Arbitration Agreement, you and we agree that any past, present, or future claim, dispute, or controversy, regardless of the legal theory on which it is based, arising out of, relating to, or in connection with this Agreement, or that arises from or is related to any relationship resulting from this Agreement (a “Claim”), may be submitted to and resolved on an individual basis by binding arbitration under the Federal Arbitration Act, 9 U.S.C. §§1 et seq. (the “FAA”), before the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”), in effect at the time the arbitration is brought, unless we and you agree in writing to arbitrate before a different party. If the AAA is unable to serve as administrator—and we and you cannot agree on a replacement—a court with jurisdiction will select the administrator or arbitrator. The AAA Rules are available online at http://www.adr.org or you can contact the AAA at 800-778-7879. If a Claim is arbitrated, it will be resolved by a neutral third-party arbitrator, and not by a judge or a jury, and you and we knowingly and voluntarily waive the right to a jury trial on such Claim.
3. The party bringing the Claim may elect arbitration of the Claim by initiating an arbitration in accordance with the AAA Rules. The other party may elect arbitration by giving written notice of an election to arbitrate. This notice may be given after a lawsuit has been filed and may be given in papers or motions in the lawsuit. If such a notice is given, the Claim shall be resolved by arbitration under this Arbitration Agreement and the AAA Rules then in effect. It will be up to the party bringing the Claim to commence the arbitration proceeding. Even if all parties have opted to litigate a Claim in court, we or you may elect arbitration with respect to any Claim made by a new party or any Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative, or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Agreement. The arbitrator will be selected under the AAA Rules.
4. “Claim” has the broadest possible meaning and includes initial claims, counterclaims, cross-claims, and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud, and other intentional torts, constitution, statute, regulation, ordinance, common law, and equity (including any claim for injunctive or declaratory relief). For purposes of this Arbitration Agreement the term “we” or “us” includes (a) TodayPay Inc; (b) any successor, successor-in-interest, transferee, assignee, affiliated fund, agent, designee, service provider, or any person or entity acting at our request or on our behalf in connection with this Agreement; (c) any affiliates, subsidiaries, and/or parent of the persons and entities referenced in (a) or (b); (d) the officers, directors, employees, stockholders, members, affiliates, subsidiaries, and parents of all of the foregoing in (a) through (c); and (e) any party named as a co-defendant with us in a Claim asserted by you.
5. Notwithstanding the above, if a Claim that you or we wish to assert against the other is cognizable in a small claims court (or your state’s equivalent court) having jurisdiction over the Claim and the parties, you or we may pursue such Claim in that small claims court; however, if the Claim is transferred, removed, or appealed to a different court, it may be resolved by arbitration as described herein. Nothing in that small claims court lawsuit shall constitute a waiver of any party’s rights under this Arbitration Agreement with respect to Claims asserted in any related or unrelated lawsuits.
6. Any dispute concerning the validity or enforceability of this Arbitration Agreement or any part thereof (including, without limitation, the class action waiver below) must be decided by a court; any dispute concerning the validity or enforceability of the instarefund™ Agreement as a whole is for the arbitrator. Any arbitration hearing that you attend will take place in a location that is reasonably convenient for you. If you cannot obtain a waiver of the AAA’s or arbitrator’s filing, administrative, hearing, and/or other fees, we will consider in good faith any request by you for us to bear such fees. Each party will bear the expense of its own attorneys, experts, and witnesses, regardless of which party prevails, unless applicable law or this instarefund™ Agreement gives a right to recover any of those fees from the other party. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statutes of limitation, and privilege rules that would apply in a court proceeding, and shall be authorized to award all remedies available in an individual lawsuit under applicable substantive law, including, without limitation, compensatory, statutory, and punitive damages (which shall be governed by the constitutional standards applicable in judicial proceedings), declaratory, injunctive, and other equitable relief, and attorneys’ fees and costs. Upon the timely request of either party, the arbitrator shall write a brief explanation of the basis of his or her award. The arbitrator’s award will be final and binding, except for any appeal right under the FAA. Any court with jurisdiction may enter judgment upon the arbitrator’s award. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Agreement.
7. This Arbitration Agreement shall survive the termination of this Agreement, your fulfillment or default of your obligations under this Agreement, and/or your or our bankruptcy or insolvency (to the extent permitted by applicable law). In the event of any conflict or inconsistency between this Arbitration Agreement, the AAA Rules, or any other provisions of any of the Additional Agreements, this Arbitration Agreement will govern.
8. Nothing in this Agreement precludes you from filing a complaint, or a charge with any governmental agency, or from participating in an administrative investigation of a charge before any appropriate government agency.
9. CLASS ACTION WAIVER: NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER.
10. Further, unless both you and we agree otherwise in writing, the arbitrator may not join or consolidate Claims with claims of any other persons. The arbitrator shall have no authority to conduct any class, private attorney general, or other representative proceeding, and shall award declaratory or injunctive relief only in favor of the party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator shall have no authority to issue any relief that applies to any person or entity except you or us individually. If any portion of this Arbitration Agreement cannot be enforced, the rest of the Arbitration Agreement will continue to apply, except that (a) if a determination is made in a proceeding involving us and you that the class action waiver is invalid or unenforceable with respect to a claim that does not seek public injunctive relief, only this sentence of this Arbitration Agreement will remain in force and the remainder of this Arbitration Agreement shall be null and void, provided that the determination concerning the class action waiver shall be subject to appeal, and (b) if a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the class action waiver prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case, the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated.
11. This Arbitration Agreement does not apply if you are a member of the Armed Forces or a dependent of a member covered by the federal Military Lending Act. If you would like more information about whether you are covered by the Military Lending Act please contact us at support@todaypay.me ‍
12. Right To Opt-Out of Arbitration: You may opt-out of this Arbitration Agreement by support@todaypay.me within 30 calendar days after the effective date of this Agreement. Any rejection notice must include your name, address, email address, telephone number, and account or contract number. If you reject this Arbitration Agreement, no other provision of this Agreement will be affected.
13. Waiver of Jury Trial. YOU ACKNOWLEDGE AND AGREE THAT, INASMUCH AS THE PURPOSE OF THIS ARBITRATION AGREEMENT IS TO REQUIRE THAT ALL CLAIMS MAY BE RESOLVED BY BINDING ARBITRATION, EXCEPT TO THE EXTENT THAT THIS WAIVER IS PROHIBITED BY ANY APPLICABLE LAW, NO PARTY TO THIS RETAIL INSTALLMENT CONTRACT SHALL BE ENTITLED TO A TRIAL BY JURY IF SUCH ARBITRATION AGREEMENT IS IN EFFECT. MOREOVER, TO THE EXTENT YOU TIMELY AND ADEQUATELY REJECT THIS ARBITRATION AGREEMENT, OR IF FOR ANY OTHER REASON A CLAIM IS NOT ARBITRATED, WE AND YOU KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, EXCEPT TO THE EXTENT THAT THIS WAIVER IS PROHIBITED BY APPLICABLE LAW.
Miscellaneous.
1. Disclaimer of Representations, Warranties, and Limitations of Liability.
  1. Each instarefund™, and any other services that we may provide to you pursuant to the terms of this Agreement (the “Services”), are provided as-is. To the fullest extent permitted by any applicable law, we do not make any express or implied guarantees, representations, or warranties to you or to any third parties in connection with any of the Services. To the fullest extent permitted by any applicable law, we hereby expressly disclaim all representations or warranties of any kind, express or implied, as to the Services. We expressly disclaim all guarantees, warranties, conditions, and representations of any kind, either express or implied, whether arising under any statute, law, commercial use or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and title or non-infringement. In no event shall we or any of our owners, officers, employees, agents, service providers, or affiliates (the “Parties”) be liable, directly or indirectly, under any theory of law (contract, tort, negligence or otherwise), to you or anyone else, for any claims, losses or damages, direct, indirect special, incidental, punitive or consequential, resulting from or occasioned by the creation, use of or reliance on, our Services, this website (including information and other content) or any third party websites or the information, resources or material accessed through any such websites.
    
    To the fullest extent permitted by applicable law, you hereby knowingly and voluntarily waive any and all rights, claims, damages, or actions, including for any attorneys’ fees, against each of the Parties that may arise from any of our Services or from this Agreement.
    
    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. In such states liability is limited to the extent permitted by law. Accordingly, some of the above limitations of this Section and the previous section may not apply to you.
    
    To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless each of the Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to:
    1. your access to, use of, or alleged use of the Services;
    2. your violation of this instarefund™ Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation;
    3. your violation of any third party right, including any intellectual property right, publicity, confidentiality, property or privacy right; or
    4. any disputes or issues between you and any third party.
  2. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without our prior written consent if such settlement does not release us from all present or future, and known or unknown, liabilities that each of the parties thereto has or could come to have in the future with respect to any of the Services.
  3. Conflicts. In the event of any conflict between this Agreement and any of the Additional Agreements, the terms of this Agreement shall be controlling.
  4. Automatic Communications. We may use automated telephone dialing, text messaging systems, and electronic mail to provide messages to you, about your Online Account, any instarefund™ that you have requested from us, and/or about any other service we provide to you under this Agreement. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else. These messages may also be recorded directly in your voicemail without causing your telephone to ring or otherwise notify or alert you of an incoming telephone call. You give us your permission to call or send text messages to any telephone number you provide us now or in the future and to play pre-recorded messages or send text messages over the phone. You also give us permission to communicate such information to you via electronic mail. You agree that we will not be liable to you for any such calls or electronic communications, even if information is communicated to an unintended recipient. You understand that, when you receive such calls or electronic communications, you may incur a charge from the company that provides you with telecommunications, wireless, and/or internet services. You agree that we have no liability for such charges. You agree that this authorization constitutes a bargained-for exchange. To the extent you have the right under applicable law to revoke this authorization, you agree you may do so only by updating your preferences through your Online Account or by contacting us at support@todaypay.me
  5. Telephone and Screen Recording. You understand and agree that we may monitor and/or record any of your phone conversations with us. You understand and agree that we may monitor and/or record your interactions with our website. You understand and agree that, with your prior consent, we may monitor and/or record your interactions with the websites of certain Authorized Online Merchants as described herein.
  6. Amendments. We may update or amend this Agreement or any of the Additional Agreements at any time and for any reason by posting updated versions of any of the Agreements on our website. Such amendments or updates will become effective immediately unless we expressly describe a later effective date in such updated agreement. If we make material changes to this Agreement, we will provide you notice of such changes before they become effective. By continuing to maintain your Account after the effective date of any such amendment or update, you expressly agree to be bound by the updated terms. You must terminate each of your accounts with us immediately if you do not agree to be subject to any updated Agreement.
  7. Governing Law. The validity, interpretation, construction, and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto and thereto shall be governed, construed, and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Notwithstanding the foregoing, federal law shall govern the Arbitration Agreement portions of this Agreement.
  8. Entire Agreement. This Agreement, together with the Additional Agreements, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between you and us relating to the subject matter hereof.
  9. TodayPay Offers. From time to time we may present you with promotional offers from including but not limited to, third parties, Approved Merchants, TodayPay or its affiliates, if your TodayPay account is in good standing. Such offers may be subject to agreeing additional terms and conditions at or prior to redemption, are non-transferrable, may have no cash value, and may not be combined. Any such offers may be modified or withdrawn at any time prior to redemption without express notice. Participation in any such offers is at the sole discretion of TodayPay or its affiliates.
  10. ‍Successors And Assigns. Except as otherwise provided in this Agreement or any of the Additional Agreements, the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective permitted successors, assigns, heirs, executors, administrators, and legal representatives. We may sell, assign, or otherwise transfer any of our rights, economic benefits, or obligations under this Agreement. You may not assign, whether voluntarily or by operation of law, any of your rights, economic benefits, or obligations under this Agreement, except with our prior written consent.
  11. Notices. Any notice, demand, or request required or permitted to be given under this Agreement shall be in writing and, except as otherwise provided, shall be deemed sufficient when sent by email or 2 Business Days after being deposited in the U.S. mail as certified or registered mail with postage prepaid. Notices to us shall be sent to us at support@todaypay.me or in accordance with such other notification requirements that we may provide to you in writing. Notices to you will be sent to the email and/or physical mail addresses you provided in your application for an Online Account or to any other email and/or physical address that you provide to us, unless you have subsequently informed us that such email or physical address is invalid and have provided us with an updated email and/or physical address.
  12. Severability. Except as set forth in the Arbitration Agreement, if 1 or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision(s) in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision(s), then (i) such provision(s) shall be excluded from this Agreement, (ii) the remaining portions of the Agreement shall be interpreted as if such provision(s) were so excluded, and (iii) the remaining portions of the Agreement shall be enforceable in accordance with their terms.
  13. Execution; Electronic Transactions. This Agreement may be executed electronically or manually. Execution may be completed in counterparts (including both counterparts that are executed on paper and counterparts that are electronic records and executed electronically), which together constitute a single agreement. Any copy of this Agreement (including a copy printed from an image of this Agreement that has been stored electronically) shall have the same legal effect as an original.
  14. Independent Decision to Enter Into This Agreement. You agree that this Promissory Note is an arm’s-length transaction. You agree that we are not an agent or fiduciary or advisor in your favor in connection with the execution of this Agreement. You agree that we have not provided any legal, accounting, investment, regulatory, or tax advice with respect to this Agreement.

Payment Authorization.

This Payment Authorization agreement will apply to any payment(s) you voluntarily choose make to TodayPay Inc, our service providers, and our payment processors (together, referred to as “us,” “our,” or “we”) and authorizes us to process any payment(s) that you agree to make. After you enter the details regarding any payment(s) you choose to make, we will display the date and amount of the payment(s) that you are authorizing on a payment confirmation page on our website. The payment confirmation page is subject to, and shall be part of, this Payment Authorization Agreement.

The payment confirmation page will have an “I Agree” button. By clicking “I agree” on the payment confirmation screen, you will be electronically signing this Payment Authorization and authorizing us to electronically withdraw funds from the bank account on the dates and in the amounts described on the payment confirmation page. You also authorize us to (a) make any withdrawals or other adjustments that we reasonably believe are necessary to ensure that each authorized withdrawal is free from any error; and (b) deposit into your authorized account any electronic credits that we may initiate to you. This Payment Authorization is subject to the terms of your ESIGN Consent. Your authorization will remain in effect until you cancel it, which you can do at any time via the Settings section of your account or by sending us a written cancellation notice. Cancellations may take up to three days to be processed, so you must notify us at least three days before any scheduled payment if you wish your cancellation to apply to that upcoming payment. We may cancel this Authorization if we are unable to complete any withdrawal when scheduled. You represent and warrant that you are the owner or authorized user of the bank account from which you are authorizing us to withdraw the funds specified in this authorization.

TodayPay Instarefund™ Agreement (the “Instarefund™ Terms”).

This Section of the TodayPay User Agreement shall be referred to as the “Instarefund™ Terms”. This TodayPay Instarefund™ Agreement contains the terms, conditions and obligations that apply to your request for an instarefund™ from TodayPay or its affiliates (“Us,” “Our,” and “We”). For the avoidance of doubt, each time you request an instarefund™, you agree to the terms contained in this TodayPay Instarefund™ Agreement which shall constitute a separate TodayPay Instarefund™ Agreement in each instance.
This TodayPay Instarefund™ Agreement is a sale of your right, title, and interest in a Receivable to TodayPay or its affiliates, and the Refund Payment represents the final and agreed purchase price that TodayPay or its affiliates is paying to purchase the Receivable from you. You expressly acknowledge that this TodayPay Instarefund™ Agreement is not a loan or extension of credit. The final sale of the Receivable(s) to TodayPay or its affiliates is without recourse in the event the Approved Merchant does not pay TodayPay, pays TodayPay less than the Refund Amount, except as specifically provided in this This TodayPay Instarefund™ Agreement or the Terms. Notwithstanding this, we may at our sole discretion demand that you repurchase any Receivable that you sold to TodayPay or its affiliates in the event that (i) TodayPay or its affiliates determine in our sole discretion, that you breached your representation that the Receivable satisfied all instarefund™ eligibility requirements at the time TodayPay issued you an instarefund™; (ii) You have breached any other representations, warranties, covenants, or terms of this This TodayPay Instarefund™ Agreement or the Terms, or (iii) a Receivable that TodayPay or its affiliates purchased is, or becomes subject to, a dispute, in which case you must promptly repurchase the Receivable from TodayPay. The purchase price that you expressly agree you must pay TodayPay to repurchase the Receivable will equal the instarefund™ that TodayPay issued you for that Receivable. You affirmatively agree and consent that TodayPay shall retain all rights, title, and interest in the Receivable until TodayPay or its affiliates have received the repurchase payment in full, from you.
Any such transaction does not create a debtor-creditor relationship between you and TodayPay. We will have no legal or contractual claim or remedy against you based on an Approved Merchant’s failure to pay TodayPay any amounts owed to TodayPay or its affiliates by an Approved Merchant, to the extent that you have fully complied with all of your obligations under this TodayPay Instarefund™ Agreement and the Terms and are not in breach of any term of this TodayPay Instarefund™ Agreement. If you have fully complied with this TodayPay Instarefund™ Agreement and the Terms, then TodayPay or its affiliates will refrain from engaging in any collection activities, or report you to a consumer reporting agency the amounts unpaid by an Approved Merchant as a debt owed by you.
By requesting an instarefund™, you expressly promise to perform all of the following obligations under this Agreement: (i) package the Returned Goods in a manner that makes the Returned Goods reasonably likely to be accepted by the Approved Merchant; (ii) place the Returned Goods with the mail or delivery carrier using the shipping label and/or tracking number designated by the applicable Approved Merchant to the applicable Approved Merchant within Ship By Date requirements as provided to you (“Shipment Promise”), and (iii) take any and all measures reasonably within your control to ensure that the Returned Goods are delivered to the Approved Merchant within the specified time period that the Approved Merchant must receive the Returned Goods, under the Approved Merchant’s designated return policy. You also promise not to do anything, or fail to do anything, if that action or non-action would result in damage to the Returned Goods, the Returned Goods not being delivered to the Approved Merchant in compliance with the Approved Merchant’s return policy, or the Approved Merchant otherwise refusing to accept the Returned Goods or asserting that the Retailer does not have to pay the Refund Amount. This includes, but is not limited to, unboxing and/or using the Returned Goods, unless you are permitted to do so under the Approved Merchant’s return policy. You also expressly promise and acknowledge that you will not allow any other person to have an Adverse Claim on the Receivable that you definitely sell to TodayPay or its affiliates, other than TodayPay’s interest in the Receivable.
You violate this TodayPay Instarefund™ Agreement if we determine, at our sole discretion, that you provided untrue, misleading, inaccurate, or incomplete information, or you otherwise tried to commit fraud or provide material misrepresentations to an Approved Merchant, and/or their or a TodayPay service providers, or if you do not comply with any term of this this TodayPay Instarefund™ Agreement or the Terms. If you violate this TodayPay Instarefund™ Agreement, TodayPay or its affiliates may demand that you repurchase the Receivable by paying TodayPay a purchase price equivalent to the instarefund™ value issued. If you breach your agreed to Shipment Promise then you will be required to pay TodayPay or its affiliates liquidated damages in the amount of $20, but not to exceed 10% of the associated Refund Amount (the “Non-Shipment Charge”) whichever is greater. The Non-Shipment Charge represents the reasonably estimated damages for your failure to perform your Shipment Promise in a timely manner that complies with the Approved Merchant’s defined return policy. TodayPay or its affiliates may also take any action that would reasonable and/or be permitted to take, determined at our sole discretion, under the Terms. TodayPay may waive rights without notifying you.
If any provision of this TodayPay Instarefund™ Agreement is deemed unlawful, void or unenforceable for any reason, then that provision will be severed from the TodayPay Instarefund™ Agreement and will not affect the validity and enforceability of any remaining provision of the TodayPay Instarefund™ Agreement. This TodayPay Instarefund™ Agreement represents the entire agreement between you and TodayPay or its affiliates in relation to the instarefund™ requested by you, or issued to you. TodayPay or its affiliates will not have any duties, obligations, or responsibilities to you that are not specified in this TodayPay Instarefund™ Agreement. You acknowledge and agree that nobody who is not a party to this TodayPay Instarefund™ Agreement will be a third party beneficiary of this TodayPay Instarefund™ Agreement. TodayPay or its affiliates, at our sole discretion, may assign, transfer, or grant security over any of our rights to payment under this TodayPay Instarefund™ Agreement to any other person, affiliate or entity. Subject to the sole discretion or TodayPay or its affiliates, we may agree to allow you to repurchase the Receivable from TodayPay, provided that TodayPay shall retail all rights, title, and interests in the Receivable until TodayPay has received the full repurchase payment in an amount equal to the instarefund™ from you.
This TodayPay Instarefund™ Agreement and all matters arising out of, relating to, or in compliance with this TodayPay Instarefund™ Agreement, including any disputes involving you and TodayPay, will be governed by the laws of the State of Delaware without regard to its conflicts of law provisions.
The TodayPay Instarefund™ Agreement right to Arbitrate contained in the Terms applies to this TodayPay Instarefund™ Agreement and any interactions or disputes between you and TodayPay or its affiliates under this TodayPay Instarefund™ Agreement. Please refer to the Arbitration provisions that you expressly agreed and affirmatively consented to, when you agreed to the Terms.

E-SIGN Disclosure

Scope of Disclosure.

This disclosure (“Disclosure”) applies to all notices, disclosures, statements, and other communications that TodyPay or its affiliates ("TodayPay") provide to you regarding TodayPay products and services (“Services”). It also applies to agreements governing your use of the Services, and communications under them. All these communications and agreements are collectively referred to as “Communications."

By submitting an application or opening an account to use the Services, you agree to this Disclosure and confirm your consent to (a) receive Communications electronically; and (b) the use of electronic signatures. If you choose not to consent to this Disclosure or if you withdraw your consent, you may be unable to use the Services.

Communications that are covered.

Examples of Communications include:

Any disclosure statement governing your use of the Services;
Any disclosure required by Law;
Billing statements, receipts and account history reports;
Letters, notices and alerts regarding the Services and any changes to the Services;
Federal and state tax statements and documents; and
Other disclosures, notices and communications in connection with (a) your application for the Services; (b) your TodayPay Account; (b) account maintenance; or (d) servicing and collection of funds.

This Disclosure applies to all Communications that Stripe provides to you on its behalf or on behalf of its service providers, partners and their affiliates.

Methods of Providing Communications.

Unless Law otherwise requires, or TodayPay otherwise agrees, TodayPay may provide Communications to you by (a) posting them on the TodayPay Website; (b) notifying you through the Services or any TodayPay application; (c) sending a text message to the mobile phone number listed in the applicable TodayPay Account; (d) sending an email to the email address listed in the applicable TodayPay Account; or (e) delivering them in another electronic format. Charges may apply to Communications sent by text or other electronic means and message frequency varies. Carriers are not liable for any delayed or undelivered messages. Messages and data rates may apply. View TodayPay Privacy Policy https://legal.todaypay.tech/privacy

Electronic Signatures.

TodayPay may execute Communications electronically. If TodayPay requests, you will execute Communications electronically. You also agree that Communications you or Stripe sign electronically will have the same legal effect as a signed physical document.

Hardware and Software Requirements.

In order to access, view, sign and retain electronic Communications that TodayPay provides to you, you must have:

An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;
A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;
A valid email account;
An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the TodayPay Website using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); and
If you wish to store or print any Communications, a device capable of storing and printing Communications.

If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add relevant TodayPay email accounts to your email address book.

Accessibility.

If you are having problems viewing or accessing any Communications, please contact support@todaypay.me

How to Withdraw Your Consent.

Where offered, you may disable electronic Communications on TodayPay websites and applications, by responding to the Communication with “STOP”, or by following instructions in the Communication. TodayPay will confirm when you have successfully unsubscribed. Your withdrawal of consent to receive electronic Communications will be effective after Stripe has had a reasonable period of time to process your withdrawal.

By disabling or withdrawing your consent to electronic Communications, you will no longer receive them from TodayPay, but you may be disabling important security controls on your TodayPay Account, you may increase the risk of loss to you, and your ability to use the Services may be adversely affected or terminated.

Updating Contact Information.

It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information by logging into TodayPay services or apps.

U.S. Federal Law.

If you are located in the U.S., you acknowledge and agree that the Services are subject to the federal Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), and that you intend that the E-SIGN Act will apply to validate your ability to engage electronically in transactions related to the Services.

TodayPay® User Agreement as at October 25, 2024

TodayPay^® User Agreement as at October 25, 2024