Terms and Conditions / Terms of Use

Effective Date: November 1, 2023

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OR ACCESSING THE SERVICES. BY ACCESSING THE SERVICES OR BY ENROLLING IN AND USING THE PROGRAM, YOU AS A USER ("YOU") HEREBY ACKNOWLEDGE AND ACCEPT THESE TERMS OF USE WITHOUT MODIFICATION.

These Terms of Use govern your access to and use of (1) our website located at paycepays.com and all of our other websites to which these Terms are posted; (2) our mobile applications to which these Terms are posted; and (3) any services, content, and features made available by us through the websites and mobile applications to which these Terms are posted (collectively, the “Services”).

The Services are owned and operated by Payce, LLC ("Payce", "we", or "us") in connection with the Payce® Program (the "Program").

The Program allows you to receive rewards in the form of cash back ("Rewards") deposited to your Payce account when you make a Qualified Purchase at a participating merchant, as further described below. A "Qualified Purchase" is a purchase from a participating merchant in accordance with the terms of the Offer and these Terms. An "Offer" is the cashback percentage or amount offered by the merchant, which may include, but is not limited to, a minimum transaction amount, expiration date, any other additional terms or limitations associated to the offer. The Program includes software, services, referral links, websites, features, content, browser extensions, shopping directories, tools, and mobile applications which we offer directly or through integration within third party services. The Program enables users of the Program and Services to earn Rewards for qualifying purchases from participating merchants. For purposes of this Agreement, “Rewards” means any incentive that you may earn through the Program, including cash-backs, discounts, digital coupons and other reward mechanisms.

1. Registration, Membership & Termination of Accounts

   THE PROGRAM IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE PROGRAM. BY USING THE PAYCE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT PREVIOUSLY BEEN SUSPENDED OR REMOVED FROM THE PROGRAM.

   SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS AND ALL APPLICABLE LAWS, Payce grants you permission to access and use the Program solely for your personal use, at the level for which you have registered, as set forth in these Terms and consistent with the intended features of the Program.

   In order to use the Program, you must have a Payce account in good standing. You agree that the information you provide to Payce on registration and at all other times, is true, accurate, current, and complete, and that you will keep this information accurate and up-to-date at all times and you represent and warrant that you are authorized to use the payment card that you submitted.

   By registering for or interacting with the Program you represent that you have read and accepted the terms of the Privacy Policy.

   One Payce account is allowed per person.

   Payce is designed to serve members in the United States with Rewards in US dollars only. Members who are residents of other countries are welcome to use Payce; however, you do so on your own initiative and are responsible for compliance with local laws. Also be aware that some merchants may not honor offers for members outside the United States.

   We do not discriminate on the basis of age, race, national origin, gender, sexual orientation or religion.

   We reserve the right to refuse membership and further, in the event of fraudulent, abusive or other activity we determine to be unfair, we reserve the right to terminate your Payce account. In addition, please note we may terminate your account if we deem it dormant, as outlined in Section 5.

   As a condition of membership, you consent to receive servicing emails from Payce and to authenticate your email address. By registering for Payce, new members automatically opt in to receive emails from us outlining new offers and opportunities to earn cash back through the Program. You can opt out of these emails from within your Payce Profile.

   We reserve the right to terminate your account if you do not provide a serviceable email address or if you mark our emails as abusive, junk or spam.

   Special Notes for Visa, Mastercard and American Express Cardholders

   Not all Visa, Mastercard and American Express cards are eligible for registration and not all transactions with your linked Visa, Mastercard and American Express card are tracked by Visa, Mastercard and American Express. Without limitation, Visa, Mastercard and American Express Corporate cards, Visa, Mastercard and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-branded cards whose transactions are not processed through the Visa U.S.A payment system, Mastercard payment system and/or American Express payment system are not eligible to participate. If you register a debit card, your transaction must be processed as a 'credit' (i.e. signature) transaction to make sure the transaction can be monitored. Do not use a Personal Identification Number (PIN) when paying for your purchases with your enrolled card if you want the transaction to be eligible for Rewards or offer completion.

2. Use of Enrolled Cards and Transaction Information

   By registering a payment card in connection with transaction monitoring, you authorize Payce to share your payment information with Payce's Third Party Service Providers (including ValueDynamx, Inc., for Visa and Mastercard cardholders) and Payment Card Network (e.g., Visa, Mastercard, American Express) so it knows you enrolled. You authorize Payment Card Network to monitor transactions on your linked card(s) to identify Qualifying Purchases in order to determine whether you have qualified for or earned an offer linked to your payment card, and for Payment Card Network to share such transaction details with ValueDynamx, as applicable, and for ValueDynamx to share such transaction details with Payce to enable your card-linked offer(s). If you have linked a credit or debit card in Payce, please review the Terms of Use to learn more about transaction monitoring, data collection, use, and sharing practices in connection with the program. You may opt-out of transaction monitoring on the payment card(s) you have linked by contacting us at payce@rewards.support. You agree that Payce and its Third-Party Service Providers may view your transactions, as well as historical transactions, made by you with participating merchants.

   "Third Party Service Providers" means third parties, including ValueDynamx, Inc. ("ValueDynamx") and Wildfire Systems, Inc., that enable us to provide the Program. We use our Third-Party Service Providers to help us operate Program. Your payment cards may only be enrolled in one program operated by Empyr. If you have already activated a payment card with a separate program operated by Empyr, you will be unable to activate that payment card in both the Program and the other program. You may use another payment card with the Program or deactivate your card with the other program.

   Payce and its Third-Party Service Providers will use transaction information solely as follows:

   1. To confirm a Qualifying Purchase or return to match transactions to confirm whether you qualify for an Offer.
   2. To confirm a specific transaction with a participating merchant; which may include a date and time stamp of a transaction, transaction amount, amount of reward earnings generated, discount or coupon codes used, a descriptor of item(s) in each transaction, last 4 digits of your card number and other characteristics of the transactions, so the merchant can verify your purchase with its records if there is a missing or disputed transaction.
   3. We may provide participating merchants and/or Third-Party Service Providers (third parties, including ValueDynamx, Inc. and Wildfire Systems, Inc. that enable us to provide the Payce® Program) aggregated and anonymized information relating specifically to each transaction you complete, including purchases and returns, solely to allow participating merchants and Third-Party Service Providers to assess the results of their campaign.
   4. Create a record of the transaction data and thereafter maintain and use data in connection with operating the Program.
   5. Conduct analysis for the improvement and optimization of Program.
   6. We may provide information in order to respond to a request from government authority or a payment organization involved in a transaction with you or a merchant.
   7. To transfer Payce Rewards balances to named beneficiaries.
   8. We may also use your information in the ways described in our Privacy Policy.

   You authorize the sharing, exchange and use of transaction data described above and herein by and among Payce's and Empyr's Third Party Service Providers, applicable Payment Card Networks and applicable Merchants.

3. Rewards

   You will only receive Rewards from eligible online purchases through Payce when you shop through the links on the Payce website or mobile application or in Payce emails or embedded within browsers or other forms of digital communications and may redirect you or direct recipients, with whom you share the Link, to one or more Merchants..

   All cash-back offers shown on the website, logos, merchants and marketing materials are illustrative only, are estimated amounts that may not be the exact percentage indicated due to formulated rounding which may increase or decrease the cash-back offer and are subject to change at any time without notice. For a full list of accurate and up-to-date cash-back offers, please sign in to your paycepays.com account and view the offer terms and conditions for each promotional offer. All company brand logos displayed on this website are owned and trademarked by their respective owners.

   Some transactions may not earn Rewards or may earn at a rate which is different from the rate indicated by the Service. You are not guaranteed to earn a Reward from a transaction even if you (i) create a Link (ii) share a Link (iii) take an action to activate cashback (iv) receive a notification from the service (v) receive an indication from the service that a transaction is eligible to earn (vi) you or your recipients complete a transaction or (vii) you receive from the Service a confirmation regarding a successful transaction. Even if the Services indicate that a transaction is eligible or confirmed, transactions may not earn Rewards for several reasons, without notice to you, including without limitation: i. Merchants may alter terms, conditions, or commission rates; ii. Merchants may discontinue their programs. iii. Merchants may exclude certain products from Reward eligibility. c. Merchants may have technical failures which result in transactions failing to be tracked or attributed to you. Links may fail to function properly. Link tracking may cease to function during transmission when you share it with others. Links may be altered or disabled by web browsers or ad blockers. Merchants may reject transactions due to suspected policy violations. The communication channel or browser through which the Link is activated or shared may modify or block the Link, alter the tracking code, or strip out the tracking code.

   Link Operations. a. You should not edit, remove or modify any element contained in a Link. Changing the Link may invalidate it or cause it to be inoperable. b. Certain communication platforms may block, alter or otherwise disable a Link, in which case the tracking and attribution may be inoperable, in which case no Reward shall be earned. c. Some Merchants may place cookies (or other forms of tracking beacons) on your device to recognize your device during a subsequent visit. This may enable the sender of the Link to earn a Reward for transactions which occur after the initial click on a Link. If you, or those clicking on your shared Link, block or delete cookies, tracking and attribution may be inoperable, in which case no Reward shall be earned. d. We reserve the right, without notice to you, to add or remove Merchants, change commission rates from Merchants, and determine to which Merchant we direct a Link.

   Some Rewards may include coupons, discounts or promotions from Merchants (“Offers”). We do not guarantee that merchants will honor Offers. Offer codes may be expired or invalid. Offers may not be eligible for your transaction, based upon exclusions, terms and conditions determined by Merchants.

   Any Reward amount which may be due to you is determined by us in our sole discretion. We reserve the right to adjust the proportion of a commission which we share with you at any frequency and at any time without notice to you and we may apply such rates for all pending and unpaid Rewards.

   When you activate cashback and complete a purchase of eligible products at participating Merchants (or if you share a Link to a recipient who completes an eligible transaction using the Link), this may generate a pending Reward, which is conditional until confirmed as described herein. Any information sent to you, such as a notification, email or account message or displayed within your dashboard regarding a pending Reward shall be conditional and shall not create a contractual obligation. We may alter or cancel a pending Reward for any reason including, but not limited to: charge-backs, product returns, or other accounting error, Merchant non-payment, non-bona fide transactions, non-receipt of payment from or refund of payment to the purchaser by the Merchant, our inability to contact you in order to validate transactions, your distribution of Links via Unapproved Channels, or your failure to comply with Third Party Merchant or Affiliate Network Terms and Conditions. Merchants may alter or cancel their program, Merchants may cease to be affiliated with the Services. Payce may receive compensation from the Merchants for referring buyers when you make purchases using the links to Merchant’s sites from the browser extension and the links on our site.

   You will only earn Rewards from eligible card-linked purchases by linking your credit or debit card through the Payce website or mobile application ("Linked Card") and using your Linked Card when you shop at a participating card-linked retailer.

   Your Linked Card will be charged the full purchase price at the time of purchase and Reward will not be included in your receipt from the merchant. You must comply with all Offer requirements and Program terms to receive the cash back.

   Terms and conditions regarding eligible cash back purchases vary by product and partner. In some instances, the aggregate dollar amount of cash back rewards available to all members may be limited or your individual cash back rewards on an offer may be subject to a cap. For full offer terms and conditions please refer to the details associated with each promotional offer. Cash back offers are subject to change without notice. We reserve the right to modify the Cash Back reward rate at any time without notice to you.

   Your cash back from eligible online and card-linked purchases is based on your net purchase price, generally excluding taxes and shipping, handling, and special services.

   Your cash back will be adjusted to reflect returns to and cancellations with merchants when they are reported to Payce.

   In general, you will not earn cash back for:

   • any portion of your purchase paid for with coupons, store credit, online currency, or gift certificates.
   • purchases of products, services sold or promoted for resale or commercial use.
   • otherwise eligible purchases if you have also taken advantage of certain promotional offers not provided through Payce at the time of the purchase.

   While we do our best to track and credit all eligible purchases, there are occasions when we are unable to do so. Therefore, please contact Payce if you believe:

   • An eligible online or card-linked purchase has not been noted to your account as pending within 30 days after you receive that purchase.
   • An eligible travel booking has not been noted to your account as pending within 60 days upon completion of that travel.

   Cash back earned on the purchases noted to your account is generally received from the participating merchant and posted to your Payce account 90-120 days after the purchase was originally noted as pending.

   Should a retailer delay payment of cash back or cease participation in the Payce program, we will make every reasonable effort to recover your cash back but we can make no guarantees of receipt.

   You may be taxed on your receipt of cash back earned by other individuals on your behalf, depending on the tax laws of federal, state, and local jurisdictions. You are solely responsible for any and all tax liability arising from the cash back received from other individuals.

   Earned cash back received from participating merchants is held in a non-interest-bearing bank account For the Benefit Of (FBO) you until paid to the account you register to pay. You can track all cash back earned, received, and paid on your behalf on your Payce Rewards view.

4. Payments

   Cash back payments will be triggered automatically once a month to the payment account you have authorized the Payce Member money transmitter to pay on your behalf, if your Payce cash back balance is at least $5. If your Payce cash back balance is less than $5, that balance will be retained in your Payce account until your balance reaches $5.

   You must keep your payment account details accurate to avoid losing payments. Payments made to incorrect destinations may not be recoverable and may be subject to a recovery fee.

   If a payment account has not been linked or if the payment account information provided is not accurate, your cash back will be held in your Payce account until accurate payment account information is provided.

   Payments made from your Payce account do not alter any obligation or replace scheduled payments you may owe to a financial institution, service provider, or other creditor. You are responsible for meeting your financial obligations independent of any payments made from your Payce account. Payce is not responsible for any interest fees or other penalties that you may incur for a late payment or for failing to make a minimum payment.

   We are not liable for any delays, or consequences of delays, in payments.

   At any point we reserve the right to put payments on hold pending any investigation; this may be the case where unusual account activity is detected and verification is required in order to deem transactions as genuine.

5. Dormant Accounts

   We reserve the right to terminate dormant accounts. In order to keep an account active, you must simply sign in to your Payce account or make a qualifying purchase through the Program at least once every six months.

6. Escheatment

   Each state has its own escheatment law which requires companies to turn over the property of its residents that the state deems to be unclaimed or abandoned. If your Payce account has not had any activity for a certain period of time, generally three to five years, Payce may be required by law to remit your unclaimed cash back to the state of the most recent address in your Payce profile. If we remit unclaimed funds to your state of residence as required by law, you will need to contact the state directly to obtain the funds.

7. Submissions

   You hereby grant to Payce the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, and/or create derivative works from all content, remarks, suggestions, feedback, ideas, graphics, or other information communicated to Payce through the Program ("Submission"), and to incorporate any Submission in other works in any form. Payce will not be required to treat any Submission as confidential, and may use any Submission without incurring any liability for royalties or other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Payce operations.

8. Security

   User names and/or passwords used for the Services are for individual use only. You are responsible for the security of your user name and/or password. Payce is entitled to monitor your password and, at its discretion, require you to change it.

   You agree to provide true, accurate, current and complete information to Payce for use in any program or service in which you participate through the Services. If Payce has reasonable grounds to suspect that information you provide is false, inaccurate, out of date, or incomplete, Payce may suspend or terminate your access to the Services and the Program, and may refuse any and all current or future use of the Program.

   You are prohibited from using any services or facilities provided in connection with the Services to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Payce reserves the right to release your details to system administrators at other websites in order to assist them in resolving security incidents. Payce reserves the right to investigate suspected violations of these Terms of Use.

   The Services contain secured components that are accessible only to those who have registered and have been granted a user name and password by Payce. Information contained within the secure components of the Services is confidential and proprietary.

9. Modification of Agreement

   We may change, modify, add, or remove any of the terms and conditions contained in this Agreement, at any time and at our sole discretion for any reason. We will post the revised agreement on the website and the mobile application and indicate the date of the latest revision. We encourage users to review the Terms periodically for changes. In the event that the modifications materially alter your rights or obligations hereunder we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Payce website or mobile application for the first time after such material changes are made, except that (i) disputes between you and Payce will be governed by the version of the Terms that was in effect on the date the dispute arose and (ii) if you do not agree with any changes to the Terms, you may terminate these Terms by ceasing use of the Program. The new terms will come into effect no later than 30 days after the modification. Your continued use of the Program after revised Terms have become effective indicates that you have read, understood and agreed to the current version of the Terms.

10. Privacy Policy

    Section 2 describes how we use your transaction information, and our Privacy Policy outlines exactly how we handle your general account information and the steps we take to ensure your privacy.

11. Copyright

    The Services, and materials on the website and the mobile application, including without limitation, images, illustrations, posts, audio clips, and video clips are protected by copyright, trademark, and other proprietary rights and laws. The website and the mobile application, in whole or in part, are for your personal use only. You may not reproduce, or make available any part of the website or the mobile application, with or without amendments, nor may you reproduce or make available any of the data contained within the website or the mobile application without our express written consent.

    You may not distribute or commercially exploit the Services, without the express written consent of Payce LLC. We reserve all other rights.

    If you believe that any User Generated Content on the Site violates your copyright, please refer to the below information. If you believe that any materials accessible on or from the Site infringe your copyright, you may request removal of those materials from the Site by submitting written notification to us. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. §512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

    • Your physical or electronic signature.
    • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website or the mobile application, a representative list of such works.
    • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
    • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
    • A statement that you have a good faith belief that use of the copyright material is not authorized by the copyright owner, its agent or the law.
    • A statement that the information in the written notice is accurate.
    • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

12. Links from External Websites

    We welcome other websites to link to our website; however, we do not permit pages to be loaded into frames on other websites. We do not permit links from any websites that contain material which could be construed as offensive.

13. Links to External Websites

    Payce is not responsible for the content of any website that may be linked to or from the Services, or any comment board associated with Payce. These links are provided for your convenience only and do not imply endorsement of the linked sites by Payce. Any other website accessed from the Services is independent from Payce and we have no control over the content of that other website, including without limitation the accuracy, copyright compliance, legality, or decency of the linked site or any links contained therein.

14. Un-Authorized Use of the Services

    If we determine that you are or have contributed to tampering with the website or mobile application or subjecting the Services to abnormal use, we may terminate your account and any cash back you have earned may be forfeited. You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, including without limitation:

    • In any way that violates any applicable federal, state, local, or international law or regulation.
    • For the purpose of exploiting, harming, or attempting to exploit minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
    • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set forth below set out in these Terms of Use.
    • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
    • To impersonate or attempt to impersonate Payce, a Payce employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
    • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the site, or which, as determined by us, may harm Payce or users of the site or expose them to liability.
    • Use the site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the site, including their ability to engage in real time activities through the site.
    • Use any robot, spider or other automatic device, process or means to access the site for any purpose, including monitoring or copying any of the material on the site.
    • Use any manual process to monitor or copy any of the material on the site or for any other unauthorized purpose without our prior written consent.
    • Use any device, software or routine that interferes with the proper working of the site.
    • Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the site, the server on which the site is stored, or any server, computer or database connected to the site.
    • Attack the site via a denial-of-service attack or a distributed denial-of-service attack. Otherwise attempt to interfere with the proper working of the site.
    • To obtain any materials or information through the Services not intentionally made available to you through the website or mobile application.

    Any suspected abuse of an offer may lead to transactions being revoked. Any transaction deemed to be of a suspicious nature may require verification by us and/or the participating merchant, and further information on your transactions may be requested from you. For this reason, we may pass on any details which you have provided in communications with the merchant and its agencies.

    Usernames should not be offensive nor used in any way which may represent any trademarks or brand names. Where this is the case, in our sole discretion, you will be required to update your username.

15. Disclaimer; No Warranties

    THE SERVICES ARE PROVIDED 'AS IS', WITHOUT ANY REPRESENTATION OR ENDORSEMENT MADE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PAYCE AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS OR THIRD-PARTY SERVICE PROVIDERS) EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY. PAYCE DOES NOT WARRANT THE DATA, CONTENT, ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE PROGRAM, INCLUDING WITHOUT LIMITATION TRANSACTION DATA OR USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, TO BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THE PROGRAM.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

    We do not warrant that the functions or the material contained in the Services will be uninterrupted or error free, that defects will be corrected, or that the Services are free of viruses or represent the full functionality, accuracy, reliability of the materials.

    We take all reasonable efforts to test material before placing on our website or mobile application. However, Payce makes no representations or warranties that the Services are free of defects, viruses, or other harmful components. In the unlikely event of any loss, disruption, or damage, we cannot be held responsible for any loss, disruption or damage to your data or computer system which may occur while using material derived from the Services.

    You are solely responsible for the adequate protection and backup of data and equipment used in connection with the Services and you agree to hold Payce harmless from any claims based on the use of the website or the mobile application.

    Under no circumstances shall Payce or its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and/or directors be liable for any direct, indirect, punitive, incidental, special, consequential, or other damages whatsoever that may result from the use of or the inability to use the Services.

    If you are dissatisfied with any portion of the Services or the Program, your sole remedy is to cease using them.

    Payce reserves the right to terminate the Program at any time with or without notice. Additionally, Payce reserves the right to terminate your access to the Services at any time without notice for any reason whatsoever.

    These Terms of Use shall be governed by and construed in accordance with the laws of the State of Ohio, which are intended to supersede any choice of laws rules which might require the application of the laws of another jurisdiction. You hereby consent to the exclusive jurisdiction and venue of the courts of Hamilton County, Ohio with respect to actions brought to enforce or interpret any dispute arising out of or relating to the use of the Services and Program.

16. Indemnity; Limitation of Liability

    You agree to defend, indemnify, and hold harmless Payce and its employees, agents, directors, officers, and shareholders, as well as the Third Party Service Providers and the Payment Card Networks from and against all liabilities, claims, damages, and expenses (including without limitation reasonable attorneys' fees and costs) arising out of your use of the Services, your breach of these Terms of Use, or your infringement of the intellectual property rights of third parties.

    UNDER NO CIRCUMSTANCES WILL PAYCE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, PAYMENT CARD NETWORKS, OR THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE PROGRAM, EVEN IF PAYCE OR A PAYCE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PAYCE'S OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', PAYMENT CARD NETWORKS, OR THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PROGRAM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID TO YOU, IF ANY, FOR ACCESSING THE PROGRAM DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

17. Termination

    You agree that Payce, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Payce or use of the Program and remove and discard all or any part of your account or any content uploaded by you, at any time. Payce may also in its sole discretion and at any time discontinue providing access to the Program, or any part thereof, with or without notice. You agree that any termination of your access to the Program or any account you may have or portion thereof may be affected without prior notice, and you agree that Payce will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Program may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Payce may have at law or in equity. Sections that by their terms apply after it ends will survive any termination or cancellation of these Terms.

18. General

    Our failure to enforce your strict performance of any provision of these Terms of Use will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms of Use.

    Payce's performance of these Terms of Use is subject to existing laws and legal process. Nothing contained in these Terms of Use is in derogation of Payce's right to comply with governmental, court and law enforcement requests relating to your use of the Services, or information collected by Payce in connection with such use.

    In case any one or more of the provisions contained in these Terms of Use shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and these Terms of Use shall be construed to give maximum legal effect to the intent expressed herein.

    Specific areas or pages of the Services may include additional or different terms relating to the use of the Services. In the event of a conflict between such terms and these Terms of Use, such specific terms shall control.

    These Terms of Use, coupled with the Payce Privacy Policy, constitute the entire agreement between Payce and the user with respect to the Services, and these agreements supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Payce and the user with respect to the Services. As such, these Terms of Use represent the entire understanding relating to the use of the Services and prevail over any prior or contemporaneous, conflicting or additional communications.

    The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, including by operation of law or otherwise, but may be assigned by Payce without restriction.

    All rights not expressly granted herein are reserved exclusively and entirely to Payce.

19. Limitation on Time to File Claims

    Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

20. Dispute Resolution, Binding Arbitration

    You agree to give up any rights to litigate claims in a court or before a jury. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.

    Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of products or services through the Services, will be resolved exclusively and finally by binding arbitration.

    The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

    The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or equity. Any reward of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

    You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase date. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

    If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

21. Contact Information

    Questions about these Terms of Use should be directed to:
    Contact Name: Payce, LLC
    Attn: Terms of Use Inquiry
    Address: P.O. Box 42104, Cincinnati, Ohio 45242
    Email: payce@rewards.support