These Aerosync Terms of Service, as may be amended from time to time (the “Terms”) are part of the Aerosync Agreement between you (“Client”) and Aero Payments, Inc. (“Aeropay”) and apply to your use of an Aerosync (“Account”) and any Aeropay products and services that you access using an Account, including via websites, applications, or through any other means (the “Aeropay Services”). These Terms of Service have legal implications. It is important you read these Terms of Service and consult legal counsel as deemed appropriate by you at your own expense. Aerosync offers data aggregation software that allows users to retrieve financial insights about an individual or business with their consent.
It is important that you read and understand these Terms as they govern your use of the Aeropay Services. These Terms contain a binding arbitration provision, which affects your legal rights and may be enforced by the parties. By signing the Merchant Agreement and using the Aeropay Services, you accept and agree to be bound by these Terms. These Terms may only be amended with the mutual written consent of both parties.
a.) Aerosync is a Software Platform operated by Aeropay. The Aerosync software platform gives you the ability to retrieve financial information about your customers. This information is sensitive and must be protected securely on your platform. To that end, Aeropay collects certain information regarding its Clients and their operations pursuant to its internal procedures, policies, and programs. Your access to and use of the Services is subject to compliance with Aeropay’s compliance policies and programs.
b.) Your Privacy. Your privacy is very important to Aeropay. When you register for an Aerosync Account, you confirm that you have read and accepted the Privacy Policy (https://www.aeropay.com/privacy-policy).
c.) Accuracy of Information. When you register for an Account, you may be required to provide information that will allow us to verify your identity, including but not limited to: a valid US physical address (not including P.O. Boxes or commercial mail receiving agencies), phone number, bank or credit union account information, a copy of your photo identification, business license, business information, your tax identification or social security number or other requested information. You agree to provide true and accurate information to Aeropay when you create your Account. You also agree to update this information to keep it true and accurate at all times and to respond to requests for information Aeropay within seven (7) business days.
d.) Authentication. You may be required to provide additional information or documentation to allow Aeropay to verify your identity and/or account information. Aeropay may also verify your information against third party sources that you have authorized to make such inquiries by signing this Agreement.
e.) Password Security. You are responsible for keeping your Account login information, including your password, secure. If you share your Account credentials with another person, you are responsible for all activity that person conducts using your Account, regardless of whether or not you authorized the activity. Aeropay will not have access to your Account credentials.
f.) License and Restrictions. Subject to the terms of this Agreement, Aeropay grants Client a non-exclusive and non-transferable right, solely during the Term:
(i) to permit authorized Consumers to access and use the Services;
(ii) to use the Services in accordance with the Documentation and solely for Client’s internal business purposes; and
(iii) to use the Aeropay Services solely in conjunction with Client’s authorized use of the Services.
g.) Reselling. Client may not in any circumstance copy, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to Consumers or as otherwise contemplated by this Agreement.
h.) Consumer Data Use. Client may not use Consumer Data obtained through the Services in any way as, or as part of, a consumer report as that term is defined by the Fair Credit Reporting Act 15 U.S.C. §1681. Client may not process through Aeropay Services any data that falls under the protections of the Health Insurance Portability and Accountability Act of 1996.
a.) Unauthorized Access. Clients must not attempt to gain unauthorized access to any part of the software, including attempting to probe, scan, or test the vulnerability of the system or network.
b.) Fraudulent Use. Prohibiting any fraudulent or unlawful activity, including but not limited to identity theft, phishing, or impersonation of others.
c.) Malicious Software. Clients must not upload, post, transmit, or distribute any viruses, worms, or other malicious software that can harm the software or its clients.
d.) Data Mining. Prohibiting the extraction or scraping of data from the software, including but not limited to client data, for any commercial or non-commercial purpose.
e.) Reverse Engineering. Clients are not allowed to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the software.
f.) Unauthorized Use of Accounts. Clients must not share or disclose their login credentials or allow unauthorized access to their account by third parties.
g.) Misrepresentation. Prohibiting the misrepresentation of oneself or one's affiliations with any entity when using the software.
h.) Illegal Activities. Clients must not engage in any illegal activities while using the software, including money laundering, terrorist financing, or other criminal activities.
i.) Spamming and Unsolicited Communications. Prohibiting the sending of unsolicited messages, advertisements, or promotions (spam) through the software.
j.) Violation of Intellectual Property Rights. Clients must respect intellectual property rights of Aeropay, including copyrights, trademarks, and patents, and not use the software to infringe upon these rights.
These restrictions are designed to ensure the security, integrity, and legality of Aeropay Services and its usage by clients.
Aeropay Services may utilize services provided by third parties to enhance functionality and provide a seamless user experience. By using our software, you acknowledge and agree to the following:
a.) Third-Party Services: Certain features of our software may rely on services offered by third-party providers, such as banking institutions, payment processors, or data aggregators. While we strive to work with reputable partners, we cannot guarantee the availability, accuracy, or security of these third-party services.
b.) Integration and Data Sharing: To facilitate specific functionalities, our software may integrate with external platforms or services. By utilizing these features, you consent to the sharing of relevant data between our software and these third-party services.
c.) Terms of Third-Party Providers: Your use of Aeropay Services in conjunction with third-party services is subject to the terms and conditions of those providers. It is your responsibility to review and comply with their policies and agreements.
d.) Limitation of Liability: We are not liable for any disruptions, inaccuracies, or damages resulting from the performance or non-performance of third-party services integrated with our software. Any disputes or issues related to these services should be addressed directly with the respective third-party provider.
e.) External Links: Our software may contain links to external websites or resources not operated or controlled by us. We are not responsible for the content, privacy practices, or availability of these external sites. Accessing these links is at your own risk.
By continuing to use Aeropay Services, you acknowledge and accept the involvement of third-party services and agree to adhere to the terms outlined above.
a.) Communications. By opening an Account and using the Aeropay Services, you consent to receive all Communications from Aeropay electronically and you confirm that you can access, receive, and retain such Communications. “Communications” means all communications, terms, disclosures, notices, documents, and statements that Aeropay provides to you in connection with your Account and your use of the Aeropay Services. Aeropay provides Communications to you by posting them on Aeropay.com or by emailing them to you at the email address associated with your Account.
b.) Notices to You. A Communication will be considered to be received by you within 24 hours after the time we post it to our website or email it to you.
c.) Hardware and Software Requirements. In order to access and retain Communications electronically, you need the following hardware and software:
(i) A computer, laptop, smartphone, or other device that is Internet-enabled;
(ii) A valid email account associated with your Account;
(iii) A web browser which includes 128-bit encryption, such as current versions of Chrome, Internet Explorer, Firefox, or Safari, with cookies enabled; and
(iv) Data storage to save Communications electronically or an installed printer to print them.
d.) Keeping Your Contact Information Updated. You must keep your email address and cell phone number updated in order to receive Communications from Aeropay electronically. To update the email address associated with your Account, email your request to support@aeropay.com.
e.) Withdrawing Consent. You may withdraw your consent to receive Communications electronically by contacting us as set out in Section 2(g). If you withdraw your consent, Aeropay may prohibit you from using the Aeropay Services and may close your Account.
f.) How to Contact Us Regarding Electronic Communications. If you have any questions regarding our policy on electronic Communications, please email us at support@aeropay.com.
a.) Fee Schedule. Please refer to the Aeropay and/or Aerosync Agreement(s) between you and Aeropay for your Fee Schedule. An invoice will be shared containing your usage prior to charges.
b.) Fee Disputes. If Client believes an invoice is incorrect, Client must contact Aeropay in writing within 60 days of such invoice date to be eligible to receive an adjustment. The Parties agree to engage in good faith efforts to promptly resolve any payment-related disputes.
c.) Authorization to Debit Your Linked Bank or Credit Union Account. When you share your bank or credit union, the bank or credit union must be a state or federally chartered institution in the United States. When you make a payment that is funded by your bank or credit union account, you are authorizing Aeropay to initiate an electronic transfer from your linked bank or credit union account up to the amount of services used in your Fee Schedule.
d.) Payment Rejections. If your payment fails for any reason, your account is subject to suspension. Aeropay will communicate the invoice failure and reason. Issues should be corrected within 14 calendar days. Aeropay reserves the right to suspend your account at any time.
e.) Taxes. Prices do not include applicable taxes. Client is responsible for paying all taxes associated with its purchases hereunder. If Aeropay has the legal obligation to pay or collect taxes for which Client is responsible under this Agreement, the appropriate amount of such taxes will be invoiced to and paid by Client, unless Client provides Aeropay with a valid tax exemption certificate.
If Aeropay determines, in its sole discretion, that you may have breached these Terms, that you or your customer’s use of Aeropay’s platform presents risk or security concerns, or that you have acted negligently with respect to the use of Aeropay’s platform, we may take action to protect Aeropay or other third parties from liability. These actions, which Aeropay will communicate to you, may include, but are not limited to, the following:
(i) Suspending your access to your Account and/or the Aeropay Services;
(ii) Taking action to recover amounts that you owe;
(iii) Closing your Account;
(iv) Contacting Aeropay users or third parties who have purchased goods or services from you, contacting your bank, and/or warning other Aeropay users, law enforcement, or other impacted third parties of your actions;
(v) Refusing to provide the Aeropay Services to you in the future; and
(vi) Taking legal action against you.
a.) By You. You may stop using the Aeropay Services at any time. You may also close your Account at any time, as long as you have no pending transactions or open Disputes, by contacting us at support@aeropay.com.
b.) By Us. We may close your Account or terminate your access to the Aeropay Services without liability, for any reason, upon notice to you. Reasons for termination may include, but are not limited to, your violation of these Terms or any other applicable terms or policies of Aeropay, Account inactivity, or Aeropay’s assessment that you pose an unacceptable risk to the Aeropay network or business, based on our confidential risk and security criteria. Aeropay also reserves the right to modify or terminate the Aeropay Services at any time, for any reason.
a.) Binding Arbitration. You and Aeropay (the “Parties”) agree that upon the election of either of the Parties, any past, present, or future dispute relating in any way to your Account, or any other past, present, or future relationship or transaction between the Parties, will be resolved by binding arbitration as discussed below, and not through litigation in any court. Such disputes are called “Claims” for purposes of this Section 11. This binding agreement to arbitrate applies regardless of whether the dispute is between you and us jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Any Claim, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Chicago, Illinois, unless otherwise agreed to by the parties, before one (1) arbitrator who shall be selected by the parties in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”). The arbitrator shall follow the Rules and any applicable federal law and/or Illinois state law in rendering an award. The arbitrator will have the authority to award to a Party any damages or relief provided for under applicable law. No class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowable in arbitration. The arbitrator shall have no authority to entertain any Claim on behalf of a class or a group; nor will the arbitrator have the authority to make any award for the benefit of, or against, any person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. Each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If you consider that you are unable to afford any fees or costs that would be yours to pay, you may request that we pay or reimburse them, and we will consider your request in good faith. ARBITRATION WITH RESPECT TO A CLAIM IS FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED BY LAW AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS THAT THE PARTIES ELECT TO ARBITRATE.
a.) Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS AEROPAY, OUR DATA PARTNERS, AND OUR AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS FROM ANY THIRD PARTY CLAIMS, ACTIONS, PROCEEDINGS, AND SUITS AND RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND OTHER LITIGATION EXPENSES) (COLLECTIVELY “CLAIMS AND LOSSES”) ARISING FROM: (A.) YOUR VIOLATION OF THESE TERMS OR ANY OTHER APPLICABLE TERMS OR POLICIES OF AEROPAY AND/OR OUR FINANCIAL INSTITUTION PARTNER; (B.) YOUR USE OF THE AEROPAY SERVICES; OR (C.) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT; AND/OR (D) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHTS, OR ANY APPLICABLE LAWS, REGULATIONS OR RULES.
b.) Limitation of liability. IN NO EVENT SHALL AEROPAY, OUR FINANCIAL INSTITUTION PARTNER, OR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THESE TERMS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE AEROPAY SERVICES, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE AEROPAY SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER AEROPAY AND/OR OUR FINANCIAL INSTITUTION PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AEROPAY OR OUR FINANCIAL INSTITUTION PARTNER’S’ LIABILITY AND THE LIABILITY OF OUR AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS EXCEED THE FEES AEROPAY HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE AEROPAY SERVICES. AEROPAY AND OUR FINANCIAL INSTITUTION PARTNER SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
c.) No warranty. THE AEROPAY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE AEROPAY SERVICES IS AT YOUR OWN RISK. AEROPAY, OUR FINANCIAL INSTITUTION PARTNER, AND OUR AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER AEROPAY NOR OUR FINANCIAL INSTITUTION PARTNER HAS CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES THAT ARE PAID FOR USING THE AEROPAY SERVICES AND CANNOT ENSURE THAT ANY THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. NEITHER AEROPAY NOR OUR FINANCIAL INSTITUTION PARTNER REPRESENTS OR WARRANTS THAT THE AEROPAY SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AEROPAY OR THROUGH THE AEROPAY SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER AEROPAY NOR OUR FINANCIAL INSTITUTION PARTNER SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF AEROPAY SERVICES TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
d.) Force Majeure. You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Aeropay may suspend the Aeropay Services..
e.) Successor and Assigns/Assignment. These Terms shall bind the parties to the Aeropay and/or Aerosync Agreement(s) between you and Aeropay, and Terms, as well as their successors. You shall not; however, transfer or assign any rights or obligations you have under these Terms without Aeropay’s consent, which shall not be unreasonably withheld. Aeropay reserves the right to transfer or assign any rights or obligations under these Terms at any time.
f.) Applicable Law. You agree that the laws of the State of Illinois, without regard to principles of conflict of laws, govern these Terms and any claim or dispute that has arisen or may arise between you and Aeropay.
g.) Complete Agreement, No Waiver, and Survival. These Terms, along with the Aeropay and/or Aerosync Agreement(s) between you and Aeropay, set forth the entire understanding between you and Aeropay with respect to the Aeropay Services. Any failure of Aeropay to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any provision of these Terms held to be invalid or unenforceable under applicable law shall be struck, and the remaining provisions will continue in full force and effect. Any other terms which by their nature should survive, will survive the termination of the Aeropay and/or Aerosync Agreement(s) between you and Aeropay and these Terms.