Last Updated: June 27, 2023
PayHOA, LLC (“PayHOA,” “Company,” “we,” “us,” “our”) is a Kentucky limited liability company with an address of 400 East Vine Street, Suite 201, Lexington, Kentucky 40507. Pay HOA operates the website https://www.payhoa.com/ (the “Website”), including any content or functionality offered on or through the Website, and PayHOA’s services and user accounts as well as any other related products and services that refer or link to these Terms of Service (the Website, PayHOA’s services, user account, and other related products and services are referred to collectively as the “Services”).
These Terms of Service constitute a legally binding agreement made between PayHOA and you (“You” or “Your”), on behalf of or at the authorization or invitation of an entity (“Subscriber”), concerning Your access to and use of the Services. Certain sections of these Terms of Service apply specifically to certain features offered by PayHOA. Those sections do not apply to You unless You subscribe for the specific features to which they relate. You agree that by accessing the Services, or by clicking to accept or agree to the Terms of Service when this option is made available to You, You have read, understood, accepted, and agreed to be bound by all of these Terms of Service and agree and covenant to comply with all applicable laws, rules, and regulations governing Your use of the Services. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. PayHOA reserves the right, in its sole discretion, to revise, modify, and supplement the content of the Website and these Terms of Service (and all other documents related hereto or described herein) at any time and for any reason. PayHOA will alert You about any changes by updating the “Last Updated” date of these Terms of Service, and You waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms of Service to stay informed of any updates, revisions, modifications, or supplementations. If You object to any of these revisions, modifications, or supplementations or become dissatisfied with the Services in any way, Your sole recourse is to immediately discontinue Your use of the Services. Your continued use of the Services from the date the modified version is posted to the Website shall be deemed to constitute Your affirmative acknowledgment of, and agreement to abide and be bound by, any updates, revisions, modifications, or supplementations to these Terms of Service.
PayHOA reserves the right to revise, modify and supplement the Terms of Service at any time in PayHOA’s sole discretion. PayHOA will notify You of any such change to the Terms of Service, and You shall promptly notify Your members who are subject to the Terms of Service of the change.
- INTELLECTUAL PROPERTY RIGHTS
You acknowledge that PayHOA, or third parties other than You, as applicable, own all rights, title, and interest in and to the Services including all Intellectual Property Rights, and portions thereof, including, but not limited to, all source code, databases, functionality, software, website designs, audio, video, text, information, data, photographs, graphics and the design, selection and arrangement thereof (collectively, the “Content”), as well as the trademarks, logos and service marks (“Marks”) displayed on the Website or through the Services are the property of PayHOA or such third parties and that PayHOA or such third parties own all Intellectual Property Rights in such Content and Marks. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide. You acknowledge and agree that no title to any Intellectual Property Rights of PayHOA or such third parties is transferred to You, and that You do not obtain any rights or licenses, express or implied, in the Content or Services other than the rights and licenses expressly granted in these Terms of Service. You are prohibited from using any Marks for any purpose including, without limitation, use as metatags on other pages or Websites on the World Wide Web without the written permission of PayHOA or such third party that may own the Marks. You agree not to remove, obscure, or alter the copyright notice, trademarks, or other proprietary rights notices belonging to PayHOA or such third parties affixed to or contained within or accessed in conjunction with or through the Content or Services. Your use of the Services is not an endorsement of You or Your business by PayHOA, and You shall not utilize the trademarks, logos, or service marks of PayHOA or such third parties to suggest any endorsement or affiliation to them.Any breach of these Intellectual Property Rights will constitute a material breach of these Terms of Service and Your right to use the Content or Services will terminate immediately.
Subject to Your compliance with these Terms of Service PayHOA grants You a non-exclusive, non-assignable, non-transferable, revocable right and license to access and use the Services in accordance with these Terms of Service and any notice sent by PayHOA or condition posted on the Website. You must only use the Services as directed in the tutorials on the Website or as expressly permitted by PayHOA. Your right to access and use the Website is limited to access and use with the particular user roles available to You according to the subscription type of the Subscriber under which You are accessing the Website. Your use of the Services is for Subscriber’s internal business use.PayHOA reserves all rights not expressly granted to You in and to the Services, Content, Website, and Marks. Except as set out in this Section 2 or elsewhere in these Terms of Service, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without PayHOA’s express prior written permission.If You wish to make any use of the Services, Content, or Marks other than as set out in this Section 2 or elsewhere in these Terms of Service, please address Your request to: email@example.com. If granted permission to post, reproduce, or publicly display any part of the Services or Content, You must identify PayHOA as the owner or licensor of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying the Content.
- LAWS AND REGULATIONS
Your access to and use of the Services is subject to all applicable international, federal, state, and local laws and regulations. PayHOA provides the Services for use by persons located in the United States. You may not use the Services or any Content, information, or data available at or through the Services, in violation of, or to violate, any law, rule, or regulation. PayHOA does not make, and hereby disclaims, any representation that the Content or Services are appropriate or available for use in any particular location, and access to Content from territories where the Content may be illegal is prohibited. Those who choose to access or use the Services do so at their own initiative and risk and are responsible for compliance with all applicable laws.The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if Your use would be subjected to such laws, You may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
- USER REGISTRATION
You may be required to register to use the Services including providing certain details about You and the entity on behalf of which You are accessing the Services. It is a condition of Your use of the Services that all the information You provide on the Website is correct, current, and complete.PayHOA is not responsible or liable for any processing delays or damages which may result from any delays in the Services or Your enrollment therein. Enrollment is activated upon the earlier to occur of (a) Your receipt of the enrollment confirmation email including Your log-in information or (b) the time at which You first log into the password-protected portion of the Website. The username (which may be an email address) and password provided in the enrollment confirmation email will be that which is assigned to the Primary Administrator for Your account (the “Primary Administrator”). The Primary Administrator and all other authorized users of Subscriber shall have a unique username and password and shall not use a username or password that PayHOA, in its sole discretion, deems offensive or inappropriate.You must ensure that all usernames and passwords required to access the Services or any other piece of information as part of PayHOA’s security procedures are kept secure and confidential. Access to and use of password-protected and secure areas of the Website and the Services are restricted to authorized users only. You acknowledge that Your account is personal to You and agree not to provide any other person with access to this Website or portions of it using Your username, password, or other security information. You are solely responsible for all activity occurring under the usernames and passwords for Your account.You must immediately notify PayHOA of any unauthorized use of Your passwords or any other breach of security. Upon receiving notice, PayHOA will reset Your password, and You must take all other actions that PayHOA reasonably deems necessary to maintain or enhance the security of PayHOA’s computing systems and networks and Your access to the Services. You also agree to ensure that You exit from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information.PayHOA has the right to remove, reclaim, change, or disable any username, password, or other identifiers, whether chosen by You or provided by PayHOA, at any time in PayHOA’s sole discretion for any or no reason, including if, in PayHOA’s opinion, You have violated any provision of these Terms of Service or that such username, password or other identifier is inappropriate, obscene, or otherwise objectionable.
- USER REPRESENTATIONS
By using the Services, You represent and warrant that: (1) all registration information You submit will be true, accurate, current, and complete; (2) You will maintain the accuracy of such information and promptly update such registration information as necessary; (3) You have the legal capacity and You agree to comply with these Terms of Service; (4) You are not a minor in the jurisdiction in which You reside; (5) You will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) You will not use the Services for any illegal or unauthorized purpose; and (7) Your use of the Services will not violate any applicable law or regulation.If You provide any information that is untrue, inaccurate, not current, or incomplete, PayHOA has the right to suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof).
- RELATIONSHIP BETWEEN YOU, SUBSCRIBER, AND AUTHORIZED USERS
You may use the Services on behalf of Subscriber in order to provide services to other persons or entities. You hereby warrant (1) that You are authorized to use the Services on behalf of Subscriber, (2) that Subscriber complies with and accepts all terms of this Agreement that apply to You, and (3) that you have the authority to bind Subscriber to this Agreement.If Your use of the Services requires You to authorize or invite users (e.g., HOA members) to access or use the Services on behalf of Subscriber (each an “Authorized User,” and collectively, “Authorized Users”), You understand and agree that Authorized Users must agree to these Terms of Service before being granted such access. You are responsible for informing Authorized Users of the Terms of Service and shall provide to such Authorized Users a copy of the same. You shall make Authorized Users aware of such Terms of Service and shall not, in any way, alter the Terms of Service. You acknowledge and agree that, subject to any applicable written agreement between Subscriber and the Authorized Users, or any other applicable laws:
- Subscriber determines who is an Authorized User and what level of user role access to the relevant organization and Services that Authorized User has;
- Subscriber is responsible for all Authorized Users’ use of the Services and Content;
- Subscriber controls each Authorized User’s level of access to the relevant organization and Services at all times and can revoke or change an Authorized User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorized User or shall have that different level of access, as the case may be;
- if there is any dispute between Subscriber and You or Subscriber an Authorized User regarding access to any Content or Services, Subscriber shall decide what access or level of access to the relevant Data or Services that You or the Authorized User shall have, if any;
As part of Your use of the Services, You may issue invoices to Authorized Users on behalf of Subscriber. You are solely responsible for ensuring that each Authorized User who receives invoices using the Services has consented to, is willing and capable of receiving, reviewing, printing, and saving all materials, disclosures, terms, or other content You deliver to them through the Services and has consented to Your use and disclosure of the information required to create and distribute invoices to such Authorized User. You hereby covenant and agree that You will not charge Authorized Users for access to Your invoices using the Services.
- PURCHASES AND PAYMENT
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that PayHOA can complete Your transactions and contact You as needed. Sales tax will be added to the price of purchases as deemed required by PayHOA. PayHOA may change prices at any time. All payments shall be in US dollars.You agree to pay all charges at the prices then in effect for Your purchases and any applicable shipping fees, and You authorize PayHOA to charge Your chosen payment provider for any such amounts upon placing Your order. If Your order is subject to recurring charges, then You consent to PayHOA charging Your payment method on a recurring basis without requiring Your prior approval for each recurring charge, until You cancel the applicable order. PayHOA reserves the right to correct any errors or mistakes in pricing, even if PayHOA has already requested or received payment.PayHOA reserves the right to refuse any order placed through the Services. PayHOA may, in its sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. PayHOA reserve the right to limit or prohibit orders that, in its sole judgment, appear to be placed by dealers, resellers, or distributors.All fees due in connection with the Services are non-refundable, whether such fees are set-up fees, transaction fees, monthly subscription fees, or other fees. Set-up fees, if any, are due upon activation of Your PayHOA account. Set-up fees, monthly subscription fees, transaction fees and custom programming fees, and all other fees owed by You to PayHOA, will be automatically debited from the bank account or other electronic payment method for which You have provided applicable account information and You hereby authorize PayHOA to perform all such debits. PayHOA’s prices and fees do not include sales, use, service, value-added, or like taxes. You shall pay applicable taxes unless You have provided to PayHOA an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities. All payments must be made in United States dollars.All sums not paid when due (as a result of non-sufficient funds (“NSF”) or for any other reason) shall be subject to the NSF fee stated in Your Merchant/Service Application. Additionally, PayHOA reserves the right to accrue interest daily at the monthly rate of the lesser of 1.50% or the highest rate permissible by law on the unpaid balance until paid in full. In the event You fail to pay any sum when it is due (as a result of NSF or for any other reason), PayHOA reserves the right to disable the username(s) and password(s) for Your account, to cancel Your account, and to pursue other collection or legal remedies.
In the event You wish to contest or dispute payment to, or collection by, PayHOA of any sums in connection with the Services, You must provide notice of such contest or dispute to PayHOA within sixty (60) days of the date on which any such sum becomes due.
- DELIVERY OF BANK TRANSACTION DATA
Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, PayHOA reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at PayHOA’s sole discretion. PayHOA would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue the use of automated bank feeds at any time. To exercise this option, you must give PayHOA sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice PayHOA will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
- FREE TRIAL
If you are a first-time user of the Services, You may be allowed to sign up for a free trial to access the Services for evaluation purposes only under the then-defined trial conditions. You can evaluate the Services under the then-current trial offer. You are under no obligation to continue to use the Services after Your trial period ends. If You choose to continue using the Services after the trial period has ended, then the subscription term will run for an initial one-month term from the last day of the trial period, and You will be billed from the day after the trial period ends. If You choose not to continue using the Services, You may cancel the Agreement as provided for in Section 15. If not canceled by the end of the initial one-month term, the subscription term will automatically renew for successive one-month terms.
- PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which PayHOA makes the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by PayHOA.As a user of the Services, You agree not to:
- Systematically retrieve Content or other data from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from PayHOA.
- Trick, defraud, or mislead PayHOA and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Content and/or Services contained therein.
- In PayHOA’s opinion, disparage, tarnish, or otherwise harm, PayHOA and/or the Services.
- Use any information obtained from the Services to harass, abuse, or harm another person.
- Make improper use of PayHOA’s support services or submit false reports of abuse or misconduct.
- Use the Content or Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Content or Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services .
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of PayHOA’s employees or agents engaged in providing any portion of the Services to You.
- Use, or misuse, the Services in any way which may impair the functionality of the Services, Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses.
- Use the Services as part of any effort to compete with PayHOA or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
- USER GENERATED SUBMISSIONS AND CONTRIBUTIONS
By directly sending PayHOA any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), You agree to assign and do hereby assign to PayHOA all intellectual property rights in such Submission. You agree that PayHOA shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You.The Services may invite You to chat, contribute to, or participate in blogs, message boards, online forums, communication tools, and other functionality, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to PayHOA or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution. Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions You transmit may be treated as non-confidential and non-proprietary.You are responsible for what You post or upload: By sending Submissions to PayHOA and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking Your account through the Services to any of Your social networking accounts, You hereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use Your Contributions in any manner contemplated by the Services and these Terms of Service.
- You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Services and these Terms of Service.
- You will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, misleading, or otherwise objectionable (as determined by PayHOA).
- You waive all moral rights in Your Contributions and that moral rights have not otherwise been asserted in Your Contributions
- Your Submissions and/or Contributions do not constitute confidential information.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized offers of goods or services for sale advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of Your rights to use the Services. Although PayHOA has no obligation to monitor any Contributions, PayHOA shall have the right to remove or edit any Contributions at any time without notice if in PayHOA’s reasonable opinion it considers such Contributions harmful or in breach of these Terms of Service.
- CONTRIBUTION LICENSE
By posting Your Contributions to any part of the Services or making Contributions accessible to the Services by linking Your account from the Services to any of Your social networking accounts, You automatically grant, and You represent and warrant that You have the right to grant, to PayHOA an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, distribute, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and exploit such Contributions (including, without limitation, Your image, name, and voice and Subscriber’s trademarks and logos) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes PayHOA’s use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide.
PayHOA does not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. Notwithstanding the foregoing, PayHOA has the right, in PayHOA’s sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. PayHOA has no obligation to monitor Your Contributions.
- SERVICES MANAGEMENT
PayHOA reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Service; (2) take appropriate legal action against anyone who, in PayHOA’s sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (3) in PayHOA’s sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Your Contributions or any portion thereof; (4) in PayHOA’s sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to PayHOA’s systems; and (5) otherwise manage the Services in a manner designed to protect PayHOA’s rights and property and to facilitate the proper functioning of the Services.
- TERM AND TERMINATION
Notwithstanding any termination of this Services, or of Your account or Your enrollment, these Terms of Service shall survive any such termination. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, PAYHOA RESERVES THE RIGHT TO, IN PAYHOA’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PayHOA MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN PAYHOA’S SOLE DISCRETION WITHOUT PayHOA INCURRING ANY LIABILITY. Any such termination will be without prejudice to any other rights that PayHOA may have against You arising from a violation of these Terms of Service or the documents described herein.
If PayHOA terminates or suspends Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, PayHOA reserves the right to seek all remedies available at law and in equity, including without limitation pursuing civil, criminal, and injunctive redress.
You can terminate Your subscription at any time by contacting PayHOA using the contact information provided below. Your termination will take effect at the end of the current paid term. If You are unsatisfied with the Services or would like to terminate Your subscription, please email PayHOA at firstname.lastname@example.org.
PayHOA will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
- MODIFICATIONS AND INTERRUPTIONS
PayHOA cannot guarantee that the Services will be available at all times. PayHOA may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. PayHOA reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to You. You agree that PayHOA has no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms of Service will be construed to obligate PayHOA to maintain and support the Services or Website or to supply any corrections, updates, or releases in connection therewith.
- GOVERNING LAW
These Terms of Service and Your use of the Services are governed by and construed in accordance with the Commonwealth of Kentucky, United States, and applicable federal law, without regard to any conflict of law provisions. You waive any and all objections to the exercise of jurisdiction over You by the state and federal courts located in Lexington, Kentucky and to venue in such courts.
- DISPUTE RESOLUTION
To expedite resolution and control the cost of any dispute, controversy, or claim arising out of or related to the use of the Content or Website, the provision of the Services, or these Terms of Service, including any claims under any statute or regulation (each a “Dispute” and collectively, the “Disputes”) brought by either You or PayHOA (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and Your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. Except where otherwise agreed to by the Parties or required by the applicable AAA rules or applicable law, the arbitration will take place in the Commonwealth of Kentucky, City of Lexington. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between You and PayHOA alone, and is subject to the limitations of liability set forth in these Terms of Service. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph be stricken from these Terms of Service or deemed otherwise unenforceable, then this entire Section 18 shall be stricken from these Terms of Service.
The provisions of this Section 18 and all arbitration awards duly made in connection therewith may be enforced in a court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made under these Terms of Service shall not be subject to review or appeal except as permitted by applicable law.
EXCEPT AS OTHERWISE PROVIDED HEREIN, YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL, INCLUDING TRIAL BY JURY, IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. Any provision of these Terms of Service to the contrary notwithstanding PayHOA may bypass the aforementioned arbitration process in cases of fraud or other crimes against PayHOA, interference with PayHOA’s technical operations, or violations of PayHOA’s rights or property. If any of these provisions are found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the Commonwealth of Kentucky, City of Lexington, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non-convenience with respect to venue and jurisdiction in such state and federal courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to Your use of the Content or Website, the provision of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- UPDATES AND CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Any of the material on the Website may be out of date at any given time. PayHOA reserves the right, but does not have the obligation, to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without notice.
YOU AGREE THAT YOUR USE OF THE CONTENT, WEBSITE, AND/OR SERVICES WILL BE AT YOUR SOLE RISK. THE CONTENT, WEBSITE, AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PAYHOA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CONTENT, SERVICES, AND WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, AND NON-INFRINGEMENT. PAYHOA MAKES NO WARRANTY THAT THE CONTENT, WEBSITE, AND/OR SERVICES WILL (A) MEET YOUR REQUIREMENTS OR (B) BE CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PAYHOA DOES NOT REPRESENT OR WARRANT THAT THE CONTENT, WEBSITE, AND/OR SERVICES ARE COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE CONTENT, WEBSITE, AND/OR SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THESE TERMS OF SERVICE.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL PAYHOA, OR ANY OF ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR THE WEBSITE, OR YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED WEBSITE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE OR OBTAINED FROM A THIRD-PARTY WEBSITE LINKED TO THE WEBSITE.
PAYHOA IS NOT RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INVOICE, APPOINTMENT, STATEMENT, OR OTHER ITEM GENERATED THROUGH THE SERVICES OR (B) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY INVOICE, OPINION, ADVICE, APPOINTMENT, OR STATEMENT MADE THROUGH THE SERVICES OR THE WEBSITE BY ANY PARTY OTHER THAN PAYHOA. PAYHOA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, WEBSITE, AND/OR SERVICES, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF PAYHOA’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- LIMITATIONS OF LIABILITY
YOU AGREE THAT NEITHER PAYHOA, NOR ANY OF ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, OR EMPLOYEES, WILL BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) OR OTHER DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE CONTENT, SERVICES, AND WEBSITE A LINKED WEBSITE, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR A LINKED WEBSITE, EVEN IF PAYHOA OR ANY SUCH AFFILIATE, AGENT, OFFICER, DIRECTOR OR EMPLOYEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, WITHOUT LIMITATION, THE TRANSMISSION OF ANY VIRUSES THAT MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES SHALL BE TO TERMINATE AND DISCONTINUE YOUR USE OF OR ACCESS AND USE OF THE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY OF PAYHOA AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE THE GREATER OF (A) TWENTY DOLLARS ($20) AND (B) THE AMOUNT OF THE MONTHLY SUBSCRIPTION FEES PAID UNDER SECTION 7 HEREOF IN THE TWO (2) MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You, on behalf of Subscriber, agree to defend, indemnify, and hold harmless PayHOA, and its agencies, service providers, parent, subsidiaries, affiliates, officers, employees, directors, representatives and agents, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made or brought by You or Subscriber or any third party due to or arising out of: (1) Your Contributions or Submissions; (2) use of the Content, Website, or Services by You or Your or Subscriber’s authorized users; (3) the violation by You, or Your members or anyone using Your computer or Your username and password, of these Terms of Service; (4) any breach of Your representations and warranties set forth in these Terms of Service; (5) the infringement or violation by You, or Your members or anyone using the Content, Services, or Website with Your computer or Your username and password, of the rights of a third party, including but not limited to any third-party Intellectual Property Rights; or (6) any overt harmful act toward any other user of the Services with whom You connected via the Services. Notwithstanding the foregoing, PayHOA reserves the right to exclusively defend and control the defense, settlement, and resolution of any and all claims arising from the above causes and any such indemnification matters arising therefrom, and You agree that You will fully cooperate with PayHOA in any such defenses and reimburse PayHOA for reasonable fees (including attorney’s fees) and expenses in connection therewith.
PayHOA will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
- USER DATA
PayHOA will maintain certain data that Subscriber’s Authorized Users and/or You transmit to the Services to manage the performance of the Services, as well as data relating to Your and/or Subscriber’s Authorized Users’ use of the Services (collectively, “User Data”). Although PayHOA performs regular backups of User Data, You are solely responsible for all User Data that You transmit or that relates to any activity You have undertaken using the Services. To the extent allowed under applicable law, PayHOA hereby disclaims liability for, and You agree that PayHOA has no liability to You for, any loss or corruption of any such User Data, and You hereby waive any right of action against PayHOA arising from any such loss or corruption of User Data.
Upon cancellation, termination or expiration of a subscription or termination of the Services by Subscriber, User Data will be preserved for thirty (30) days (the “Retention Period”) and, upon request, made available to Subscriber within a commercially reasonable timeframe. After the Retention Period, such User Data may be permanently deleted from PayHOA’s servers and unrecoverable by You or Subscriber. After the Retention Period, PayHOA makes no representations or warranties as to the preservation or integrity of User Data. You hereby agree that PayHOA shall have no obligation to retain User Data after the Retention Period, unless otherwise prohibited by law. If Subscriber renews its subscription prior to the end of the Retention Period, User Data shall remain available to You and Subscriber.
- DATA SECURITY
PayHOA adheres to Payment Card Industry Data Security Standards (“PCI DSS”) and will maintain its PCI DSS certification as a service provider. To the extent that You have signed up for the Services, or otherwise store, process, or transmit Cardholder Data (as defined in PCI DSS), You agree, during the Term, to comply with PCI DSS, undergo a yearly self-assessment and submit a yearly “Attestation of Compliance” or complete other certification processes and procedures as required by PCI DSS.
- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending PayHOA emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications PayHOA provides to You electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY PayHOA OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
- CALIFORNIA USERS AND RESIDENTS
If any complaint about PayHOA or the Services is not satisfactorily resolved by PayHOA, You can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
- FORCE MAJEURE
PayHOA shall not be responsible for delays, nonperformance, damages, lost profits, or other losses caused directly or indirectly by any act of God, including, without limitation, fires, earthquakes, tornadoes, or hurricanes, as well as wars, labor disputes, communication failures, legal constraints, power outages, data transmission loss, data loss, failure or interception, incorrect data transmission or any other event outside the direct control of PayHOA.
- ENTIRE AGREEMENT/SEVERABILITY/WAIVER
These Terms of Service, the documents and policies referenced herein, and any other terms and conditions on the Website, constitute the entire agreement between You and PayHOA with respect to the Services and govern Your use of the Services. If any provision(s) of these Terms of Service is found by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of You and PayHOA, and the other provisions of these Terms of Service shall remain in full force and effect. PayHOA’s failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PayHOA in writing. These terms may not be altered, supplemented, or amended by You without the prior written consent of PayHOA.
PayHOA may assign, delegate, or otherwise transfer any or all of its rights and obligations to others at any time. You may not assign, delegate or transfer Your rights or obligations under these Terms of Services and any such prohibited assignment, delegation or transfer shall be null and void.
You acknowledge this is an online service. A printed version of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
Your acceptance of these Terms of Service and use of the Website does not create a joint venture, partnership, employment, or agency relationship between You and PayHOA. You shall not represent in any way that You are in partnership with, are a joint venturer of, or have any employment or agency relationship with PayHOA.
You agree that these Terms of Service will not be construed against PayHOA by virtue of having drafted them.
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