Ferry Terms of Service

Last Updated: April 1, 2023

Please read these Terms of Service (as well as the Privacy Policy of Ferry Pay Inc. (“Ferry”, “we”, “us” or “our”) accessible at www.useferry.com/privacy-policy, collectively, the “Terms”) fully and carefully before using our website (www.useferry.com) along with our related websites, hosted applications, mobile or other downloadable applications, and other services or programs provided by us (collectively, the “Services”). These Terms of Service are a legally binding contract between you and Ferry regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, VISITING OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING FERRY’S PRIVACY POLICY (WWW.USEFERRY.COM/PRIVACY-POLICY) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND FERRY’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY FERRY AND BY YOU TO BE BOUND BY THESE TERMS.

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF FERRY AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE ACCOUNT SETUP INVITATIONS, AUTHENTICATION REQUESTS, ACCOUNT MANAGEMENT NOTIFICATIONS AND PROMOTIONAL NOTIFICATIONS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW. THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND FERRY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

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1. Ferry Overview

Ferry offers various products and Services through it’s mobile and web applications, including but not limited to:

1.1 “FerryOS.” Ferry offers a native and integrated Point of Sale software, administrative portal, and business banking solution to record and allocate tips, log employee shift information, manage employer Ferry accounts, and perform administrative tasks.

1.2 “Ferry Pay.” Ferry offers a consumer banking product for employees to receive their tips and wages and a platform to gain special access to financial tools, subscriptions, rewards, and benefits that help them improve their financial wellness.

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2. Banking Services

Ferry is a technology company and not a bank. All banking services associated with the Services (“Banking Services”) are provided by Thread Bank & Trust, member of the Federal Deposit Insurance Corporation, a state bank chartered under the laws of the State of Tennessee and with a principal place of business located at 210 E Main St., Rogersville, TN 37857 (“Thread”) and are subject to the terms of the Thread Bank & Trust Deposit Agreement (“Deposit Agreement”).

Customer transactions associated with Ferry will be processed through an account or accounts maintained by Thread for the benefit of all customers of Ferry. The funds held in such account or accounts are held solely for the benefit of all customers, not Ferry, and such customers will be principal with respect to those funds. Ferry will not receive, hold, own or transmit any funds whatsoever and will not provide any banking services. Ferry and Thread may also utilize certain third-party technology and service providers, including Unit Finance, Inc., to provide or facilitate aspects of the Banking Services or the Services, (together with the Banking Services, the “Third-Party Services”).

By opening a deposit account with Thread through our Services (your “Account”), you also agree to either the a) Thread Bank Business Account or b) Thread Bank Consumer Account and Visa Agreement (available at useferry.com/legal) and Thread Bank’s Privacy Policy (available at https://www.thread.bank/disclosures). The banking services associated with your Account, and described herein, are provided by Thread.

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3. Eligibility

You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

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4. Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, cell phone number, email address, employer, estimated income, SSN/ITIN, or other information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you may be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@useferry.com.

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5. General Payment Terms

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

5.1 Price

Ferry reserves the right to determine pricing for the Service. Ferry will make reasonable efforts to keep pricing information published on the Service up to date. Ferry may change the fees for any feature of the Service, including additional fees or charges, if Ferry gives you advance notice of changes before they apply. Ferry, at its sole discretion, may make promotional offers with different features and different pricing to any of Ferry’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

5.2 Authorization

You authorize Ferry to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Ferry, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Ferry may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

5.3 Delinquent Accounts

Ferry may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

5.4 Suspended Payments

Ferry may refuse, condition, or suspend any transactions over Ferry Pay that it believes: (i) may violate these terms; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Ferry, or others to risks unacceptable to Ferry. If Ferry suspects or knows that you are using or have used any Ferry products for unauthorized, fraudulent, or illegal purposes, Ferry may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with Ferry’s legal obligations. This information may include information about you and transactions made using Ferry.

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6. Licenses

6.1 Limited License

Subject to your complete and ongoing compliance with these Terms, Ferry grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.

6.2 License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

6.3 Feedback

We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Ferry an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

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7. Ownership; Proprietary Rights

The Service is owned and operated by Ferry. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Ferry (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Ferry or its third-party licensors. Except as expressly authorized by Ferry, you may not make use of the Materials. There are no implied licenses in these Terms and Ferry reserves all rights to the Materials not granted expressly in these Terms.

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8. Third-Party Terms

8.1 Third-Party Services and Linked Websites

Ferry may provide tools through the Service that enable you to export information, including User Content, to third parties (including Third-Party Services and services that may be provided by your employer). By using one of these tools, you hereby authorize Ferry to transfer that information to the applicable third party. Such third parties are not under Ferry’s control, and, to the fullest extent permitted by law, Ferry is not responsible for any such third parties’ use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Ferry’s control, and Ferry is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Ferry will have no control over the information that has been shared.

8.2 Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

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9. User Content

9.1 User Content Generally

Certain features of the Service may permit users to submit or upload, (“Submit”) content to the Service, including messages, reviews, photos, images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Submit to the Service, subject to the licenses granted in these Terms.

9.2 Limited License Grant to Ferry

By Submitting User Content to or via the Service, you grant Ferry a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, and use your User Content as needed to provide the Service.

9.3 You Must Have Rights to the Content You Submit; User Content Representations and Warranties

You must not Submit User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Ferry disclaims any and all liability in connection with User Content.

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10. Communications

10.1 Text Messaging and Phone Calls

You agree that Ferry and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Service, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM FERRY, YOU CAN EMAIL SUPPORT@USEFERRY.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.

10.2 Push Notifications

When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page or within your notification settings within the Ferry app.

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11. Prohibited Conduct

BY USING THE SERVICE, YOU AGREE NOT TO:

use the Service for any illegal purpose or in violation of any local, state, national, or international law;
harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Ferry;
interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
attempt to do any of the acts described in this Section 11 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 11 (Prohibited Conduct).

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12. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 12 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

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13. Term, Termination, and Modification of the Service

13.1 Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2 (Termination).

13.2 Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Ferry may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by accessing your account settings or contacting customer service at support@useferry.com.

13.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Ferry any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3 (Feedback), 7 (Ownership; Proprietary Rights), 9 (User Content), 13.3 (Effect of Termination), 14 (Indemnity), 15 (Disclaimers; No Warranties by Ferry), 16 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Submit to the Service since upon termination of your account, you may lose access rights to any User Content you Submitted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

13.4 Modification of the Service

Ferry reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Ferry will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you upload to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Submitted to the Service.

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14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Ferry, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Ferry Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

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15. Disclaimers; No Warranties by Ferry

15.1

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FERRY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. FERRY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND FERRY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY FERRY. WE DO NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

15.2

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR FERRY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE FERRY ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

15.3

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 (DISCLAIMERS; NO WARRANTIES BY FERRY) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Ferry does not disclaim any warranty or other right that Ferry is prohibited from disclaiming under applicable law.

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16. Limitation of Liability

16.1

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FERRY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY FERRY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

16.2

EXCEPT AS PROVIDED IN SECTIONS 17.5 (COMMENCING ARBITRATION) AND 17.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE FERRY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO FERRY FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

16.3

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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17. Dispute Resolution and Arbitration

17.1 Generally

Except as described in Section 17.2 (Exceptions) and 17.3 (Opt-Out), you and Ferry agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FERRY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

17.3 Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Ferry Pay Inc., Attention: Legal Department – Arbitration Opt-Out, 169 Madison Ave #2387 New York, NY 10016, that specifies: your full legal name, the phone number associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Ferry receives your Opt-Out Notice, this Section 17 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

17.4 Arbitrator

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Ferry.

17.5 Commencing Arbitration.

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Ferry’s address for Notice is: Ferry Pay Inc., 169 Madison Ave #2387 New York, NY 10016. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Ferry may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Ferry will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Ferry has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

17.6 Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Ferry must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

17.7 Arbitration Relief

Except as provided in Section 17.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Ferry before an arbitrator was selected, Ferry will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

17.8 No Class Actions

YOU AND FERRY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ferry agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.9 Modifications to this Arbitration Provision

If Ferry makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Ferry’s address for Notice of Arbitration, in which case your account with Ferry will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

17.10 Enforceability

If Section 17.8 (No Class Actions) or the entirety of this Section 17 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Ferry receives an Opt-Out Notice from you, then the entirety of this Section 17 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.

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18. Miscellaneous

18.1 General Terms

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Ferry regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

18.2 Governing Law

These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Ferry submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

18.3 Privacy Policy

Please read the Ferry Privacy Policy (www.useferry.com/privacy-policy) (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Ferry Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18.4 Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms. Certain other products or services provided by Ferry may be subject to separate terms and conditions which will be made available to you through such other products and services.

18.5 Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18.6 Contact Information

The Service is offered by Ferry Pay Inc., located at 169 Madison Ave #2387, New York, NY 10016. You may contact us by sending correspondence to that address or by emailing us at support@useferry.com.

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18.7 Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

18.8 No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

18.9 International Use

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

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19. Notice Regarding Apple

This Section 19 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Ferry only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

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