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Payment Terms of Service

Last updated: July 1, 2022

If your country of residence is within the European Economic Area (“EEA”), Switzerland or the United Kingdom, the Payments Terms of Service for European Users apply to you.

If your country of residence is outside of the EEA, Switzerland and the United Kingdom, the Payments Terms of Service for Non-European Users apply to you.

Payments Terms of Service for Non-European Users

If you reside in, or the organization you are acting for is established in, the United States, the arbitration agreement and class actions waiver in Section 15 apply to you. Please read them carefully.

These Payments Terms of Service for Non-European Users (“Payments Terms”) are a binding legal agreement between you and HOLLYFY Payments that govern the Payment Services (defined below) conducted through or in connection with the HOLLYFY Platform. When these Payments Terms mention “HOLLYFY Payments,” “we,” “us,” or “our,” it refers to the HOLLYFY Payments company you are contracting with for Payment Services.

HOLLYFY Payments provides payments services to Members publishing, offering, buying/selling integrations, and establishing B2B collaborations, including services in connection with the entertainment financing, advertising, and other current and future services provided via the HOLLYFY Platform. These payment services may include (if available) the following (collectively, “Payment Services”):

  • Collecting payments from Buyers (“Payin”), by charging the payment method associated with their HOLLYFY account, such as credit card, debit card, bank account or PayPal account (“Payment Method”);
  • Effecting payments to Sellers (“Payout”) to a financial instrument associated with their HOLLYFY account, such as a PayPal account, bank account, a prepaid card, or a debit card (“Payout Method”);
  • Effecting payments to a third-party Payout Method designated by a user;
  • Collection and payment of charitable donations;
  • Payment collection services; and
  • Other payment related services in connection with Services.

In order to use the Payment Services, you must be at least 18 years old, must have a HOLLYFY account in good standing in accordance with the HOLLYFY Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.

Payment Services will be provided by the contracting entity based on your country of residence subject to any exceptions described below:

COUNTRY OF RESIDENCE

CONTRACTING ENTITY

United States

HOLLYFY Payments, Inc. (“HOLLYFY Payments US”)

India

HOLLYFY Payments India Pvt. Ltd. (“HOLLYFY Payments India”) except:

    • when you book a Service outside of India; or
    • when you create a Page/Listing outside of India,

in which case you are contracting with HOLLYFY Payments UK. Notwithstanding anything to the contrary in this table, if you create a Page/Listing in India, the following rules apply:

  • if you accept a collaboration from a user who is a resident of India, regardless of your country of residence, you are contracting with HOLLYFY Payments India; and
  • if you accept a collaboration from a user who is not a resident of India, regardless of your country of residence, you are contracting with HOLLYFY Payments UK.

Australia

HOLLYFY Payments UK except:

  • when you book a Service, in which case you are contracting with HOLLYFY Payments Australia Pty. Ltd. (“HOLLYFY Payments Australia”)

Brazil

HOLLYFY Plataforma Digital Ltda. (“HOLLYFY Payments Brazil“)

All other countries

HOLLYFY Payments UK

If you change your country of residence, the HOLLYFY company you contract with and the applicable version of the Payment Terms will be determined by your new country of residence from the date on which your country of residence changes. Please note, however, that the HOLLYFY Payments company with whom you contract will stay the same for all bookings made prior to your change of residence.

The Terms separately govern your use of the HOLLYFY Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.

Table of Contents

  1. Your use of the Payment Services
  2. Buyer Terms
  3. Seller Terms
  4. Appointment of HOLLYFY Payments as Limited Payment Collection Agent
  5. General Terms
  6. Damage Claims and Damage Amounts
  7. Abandoned Property
  8. Prohibited Activities
  9. Force Majeure
  10. Disclaimers
  11. Liability
  12. Indemnification
  13. Modification, Term, Termination, and other Measures
  14. Governing Law and Dispute Resolution
  15. United States Arbitration Agreement
  16. Miscellaneous
  17. Additional Clauses for Users Contracting with HOLLYFY Payments UK
  18. Additional Clauses for Users Contracting with HOLLYFY Brazil
  19. Additional Clauses for Users Contracting with HOLLYFY China
  20. Additional Clauses for Users that are Businesses
  21. Contacting HOLLYFY Payments

1. Your use of the Payment Services

1.1 HOLLYFY Payment Services. By using the Payments Services, you agree to comply with these Payments Terms. HOLLYFY Payments may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. HOLLYFY Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. HOLLYFY Payments will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

1.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. HOLLYFY Payments is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by HOLLYFY Payments of those Third-Party Services.

1.3 Your HOLLYFY Account. HOLLYFY Payments may enable features that allow you to authorize other Members or third parties to take certain actions that affect your HOLLYFY account. You may authorize a third party to use your HOLLYFY account if the feature is enabled for your HOLLYFY account. You acknowledge and agree that anyone you authorize to use your HOLLYFY account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.

1.4 Verification. You authorize HOLLYFY Payments, directly or through third parties, to make any inquiries we consider necessary to verify your identity and information you provide. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). HOLLYFY Payments reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2. Buyer Terms

2.1 Adding a Payment Method. When you add a Payment Method to your HOLLYFY account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to HOLLYFY Payments or its third-party payment processor(s). You authorize HOLLYFY Payments and its payment service providers to collect and store your Payment Method information.

2.2 Payment Method Verification. When you add or use a new Payment Method, HOLLYFY Payments may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your HOLLYFY account so it can be used for a future transaction. You can remove the Payment Method from your HOLLYFY account as long as it is not associated with an active or future collaboration.

2.3 Payment Authorization. You allow HOLLYFY Payments to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your HOLLYFY account, including Damage Claim amounts in accordance with the Terms and with Section 6.

2.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

2.5 Timing of Payment. HOLLYFY Payments generally charges the Total Amount due after the Partner accepts your offer/proposal. However, if you pay with a push Payment Method, HOLLYFY Payments will collect the Total Amount due at the time of your offer or after the Seller accepts your offer. HOLLYFY Payments may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the HOLLYFY Platform and included in the Total Amount, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If HOLLYFY Payments is unable to collect the Total Amount due, as scheduled, HOLLYFY Payments will collect the Total Amount due at a later point in accordance with Section 5.3. Once the payment for your requested booking is successfully completed, you will receive a confirmation email.

2.6 Currency. HOLLYFY Payments will process each transaction in the currency you select via the HOLLYFY Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence, and/or your HOLLYFY Payments contracting entity(ies). Any such limitations will be communicated via the HOLLYFY Platform, and you will be prompted to select a different currency or Payment Method. Note that if your HOLLYFY Payments contracting entity’s location is different than the country of your Payment Method, or your selected currency is different than your Payment Method’s billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. For example, if you make a booking using a U.S. issued card, but select Euro as your currency, your payment may be processed outside the U.S., and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, if you select to pay with a currency that is different than your Payment Method’s billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

2.7 Offer Status. If an offer/proposal is declined because it is not accepted by the Partner, you withdraw the offer/proposal before it is accepted by the Partner, or HOLLYFY cancels the offer/proposal, any amounts collected by HOLLYFY Payments and due to you pursuant to the policies described in Section 5.5, will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable) in accordance with Section 5.5.2

2.8 Payment Restrictions. HOLLYFY Payments reserves the right to decline or limit payments that we believe (i) may violate HOLLYFY Payments’ risk management policies or procedures, (ii) may violate these Payments Terms or the Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, HOLLYFY, HOLLYFY Payments, or others to risks unacceptable to HOLLYFY Payments.

2.9 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

2.10 Your Payment Method, Your Responsibility. HOLLYFY Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

2.11 Different Ways to Pay

2.11.1 Payment Plan

2.11.1.1 HOLLYFY Payments may make available to users the option to pay a portion of the collaboration’s Total Amount at the time of booking and pay the remainder of the Total Amount at a later time prior to start date (“Payment Plan”). Availability of this option may depend on the Page/Listing and/or Payment Method.

2.11.1.2 If you choose a Payment Plan, the HOLLYFY Platform will notify you during check out of the amount, currency and schedule of each payment due. On the following payments due date, HOLLYFY Payments will automatically charge the original Payment Method you used to make the booking.

2.11.1.3 If you make a modification to an offer/proposal made with a Payment Plan, HOLLYFY Payments will notify you of the revised payment schedule, as applicable. If the modification increases your Total Amount, you may be required to make an additional partial payment of the new Total Amount at the time of the modification.

2.11.1.4 You agree that by selecting a Payment Plan, you may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule.

2.11.1.5 If HOLLYFY Payments is unable to collect your payment, HOLLYFY Payments will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice. If you fail to complete the payment, you authorize HOLLYFY to cancel the booking on your behalf. If the booking is canceled, you will be refunded based on the user’s cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the user’s cancellation policy.

2.11.2 Recurring Payments

2.11.2.1 For certain bookings (such as for evergreen campaigns, extended campaigns, or other future recurring initiatives), HOLLYFY Payments may require a user to make recurring, incremental payments toward the Total Amount owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the HOLLYFY Platform if applicable to a collaboration.

2.11.2.2 If Recurring Payments apply to a confirmed collaboration, then the user authorizes HOLLYFY Payments to collect the Total Amount due.

2.11.2.3 Users may stop a Recurring Payment by notifying HOLLYFY Payments orally or in writing at least three (3) business days before the scheduled date of the payment. HOLLYFY Payments may require you to give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, HOLLYFY Payments is not obligated to honor your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact HOLLYFY Payments.

3. Seller Terms

3.1 Payment Collection. HOLLYFY Payments generally collects the Total Amount of a collaboration at the time the Seller’s offer/proposal is accepted by the Buyer, unless noted otherwise.

3.2 Valid Payout Method. In order to receive a Payout you must have a valid Payout Method linked to your HOLLYFY account. When you add a Payout Method to your HOLLYFY account, you will be asked to provide information such as name, government identification, tax ID, billing address, and financial instrument information either to HOLLYFY Payments or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor. Providing requested information is required for a Payout Method to be valid. The information HOLLYFY Payments requires for a valid Payout Method may change, and HOLLYFY Payments may request additional information at any time; failing to provide requested information may result in HOLLYFY Payments temporarily placing a hold, suspending, or canceling any Payout until the information is provided and, if necessary, validated. You authorize HOLLYFY Payments to collect and store your Payout Method information. HOLLYFY Payments may also share your information with governmental authorities as required by applicable law.

3.3 Timing of Payout

3.3.1 Subject to and conditional upon successful receipt of the payments from Buyer, HOLLYFY Payments will generally initiate Payouts to your selected Payout Method: (i) for Collaboration, 24 hours after the Buyer’s scheduled start date (or 24 hours after 3:00 pm local time – or 3:00 pm UTC if local time is unknown – if the start date is flexible or not specified); (ii) for Services, 24 hours after the start of the Service; and (iii) for all other Services, at the time specified via the HOLLYFY Platform. For collaboration services of twenty-eight (28) days or more, HOLLYFY Payments will generally initiate the first payout 24 hours after the Buyer’s scheduled start date, and will initiate future payouts every 30 days after the initial payout, for the duration of the collaboration.

3.3.2 HOLLYFY Payments may offer you a different Payout time or trigger for payment, which may be subject to additional terms and conditions. For example, certain Sellers in China will receive Payouts 48 hours after the Buyer’s scheduled complete date or 7 days after the Seller’s scheduled start date, whichever is earlier. Such Payout timeline may be updated once the Seller meets certain eligibility criteria. The time it takes to receive Payouts once released by HOLLYFY Payments may depend upon the Payout Method you select.

3.4 Payout. Your Payout for a collaboration will be the Total Amount less applicable fees like HOLLYFY service fees and applicable taxes. In the event of cancellation of a confirmed collaboration, HOLLYFY Payments will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.

3.5 Payout Restrictions. HOLLYFY Payments may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity, or to obtain or verify requested information. Furthermore, HOLLYFY Payments may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms as a result of high volume Booking cancellations or modifications arising from a Force Majeure Event (as defined below).

3.6 Currency Conversion. HOLLYFY Payments will remit your Payouts in the currency you select via the HOLLYFY Platform. The currencies available may be limited for regulatory or operational reasons based on factors such as your selected Payout Method, your country of residence, and/or your HOLLYFY contracting entity(ies). Any such limitations will be communicated via the HOLLYFY Platform, and you will be prompted to select a different currency or Payout Method. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method you select, and HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard.

3.7 Limits on Payouts. For compliance or operational reasons, HOLLYFY Payments may limit the amount of a Payout. If you are due an amount above that limit, HOLLYFY Payments may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.

3.8 Payment Service Providers. Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.

3.9 Handling of Funds. HOLLYFY Payments may combine amounts that it collects from Buyers and invest them as permitted under applicable laws. HOLLYFY Payments will retain any interest it earns on those investments.

3.10 Your Payout Method, Your Responsibility. HOLLYFY Payments is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

3.11 Different ways to get paid

3.11.1 Split Payouts

If you provide Services jointly with one or more other Sellers as part of a team, business or other organization (“Seller Team”), HOLLYFY may make available to such Sellers the option to allocate between the members of the Seller Team the total Seller Payout for a collaboration. HOLLYFY Payments will execute such payments at the instruction of one or more members of the Seller Team and is not responsible for any losses related to errors or omissions made by the Sellers in providing such payment instructions.

4. Appointment of HOLLYFY Payments as Limited Payment Collection Agent

4.1 Each Seller, including each Seller Team member, hereby appoints HOLLYFY Payments as the Seller’s payment collection agent solely for the limited purpose of accepting and processing funds from Buyers purchasing Seller Services on the Seller’s behalf.

4.2 Each Seller, including each Seller Team member, agrees that payment made by a Buyer through HOLLYFY Payments, shall be considered the same as a payment made directly to the Seller, and the Seller will provide the Seller Service booked by the Buyer in the agreed-upon manner as if the Seller has received the payment directly from the Buyer. Each Seller agrees that HOLLYFY Payments may refund the Buyer in accordance with the Terms. Each Seller understands that HOLLYFY Payments’ obligation to pay the Seller is subject to and conditional upon successful receipt of the associated payments from Buyer. HOLLYFY Payments guarantees payments to Seller(s) only for such amounts that have been successfully received by HOLLYFY Payments from Buyers in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Seller, HOLLYFY Payments assumes no liability for any acts or omissions of the Seller.

4.3 Each Buyer acknowledges and agrees that, notwithstanding the fact that HOLLYFY Payments is not a party to the agreement between you and the Seller(s), including each Seller Team member, HOLLYFY Payments acts as each Seller’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Seller(s). Upon a Buyer’s payment of the funds to HOLLYFY Payments, the Buyer’s payment obligation to the Seller(s) for the agreed upon amount is extinguished, and HOLLYFY Payments is responsible for remitting the funds successfully received by HOLLYFY Payments to the Seller(s) in the manner described in these Payments Terms. In the event that HOLLYFY Payments does not remit any such amounts, the Seller(s) will have recourse only against HOLLYFY Payments and not the Buyer directly.

This Section 4 is subject to exceptions provided in Section 19.2 for Sellers, including each Seller Team member, contracting with HOLLYFY China.

5. General Terms

5.1 Fees. HOLLYFY Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms or via the HOLLYFY Platform.

5.2 Payment Authorizations. You authorize HOLLYFY Payments to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant collaboration, or any other Payment Method on file that you authorize in your HOLLYFY account (unless you have previously removed the authorization to charge such Payment Method(s)), or (ii) by withholding the amount from your future Payout. Specifically, you authorize HOLLYFY Payments to collect from you:

  • Any amount due to HOLLYFY or HOLLYFY Payments (e.g., as a result of your collaboration, Collaboration Modifications, cancellations, or other actions as a Buyer, Seller or user of the HOLLYFY Platform), including reimbursement for costs prepaid by HOLLYFY or HOLLYFY Payments on your behalf. Any funds collected by HOLLYFY Payments will set off the amount owed by you to HOLLYFY or HOLLYFY Payments and extinguish your obligation to HOLLYFY or HOLLYFY Payments.
  • Any amount due to a Seller from a Buyer which HOLLYFY collects as the Seller’s payment collection agent as further set out in Section 4 above.
  • Taxes, where applicable and as set out in the Terms.
  • Any amount you pay through the Resolution Center in connection with your HOLLYFY account.
  • Any Damage Claim amounts owed to HOLLYFY or HOLLYFY Payments in accordance with the Terms and Section 6.
  • Extension penalties payable under the Terms, including any cost and expenses incurred in collecting the extension penalty.
  • Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Seller, you cancel a confirmed collaboration).
  • Any amounts already paid to you as a Seller despite a Buyer cancelling a confirmed collaboration or HOLLYFY deciding that it is necessary to cancel a collaboration in accordance with the Terms, Rebooking & Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy. You agree that in the event you have already been paid, HOLLYFY Payments will be entitled to recover the amount of any such buyer refund from you, including by subtracting such refund amount out from any future Payouts due to you.

If you owe an amount at any time after a collaboration, such as with Payment Plan or Recurring Payment charges, Collaboration Modifications, resolution center payments, or Damage Claims (“Additional Amounts”), you authorize HOLLYFY Payments to collect payments for such Additional Amounts by charging your Payment Method associated with the relevant booking without any further action on your part. HOLLYFY Payments will notify you in writing before any Additional Amounts are charged.

If your Payment Method associated with the relevant booking is determined to be expired, invalid or otherwise not able to be charged for any reason (such as insufficient funds), you remain responsible for any uncollected amounts and HOLLYFY Payments may charge the Payment Method related to your booking again or use any other Payment Method on file associated with your HOLLYFY account, if available, to collect such Additional Amounts. Any amount not collected for any reason will be subject to any remedies that may be available, including, but not limited to, referral to a collections agency, or pursuit of available causes of action or claims against you.

If HOLLYFY has reason to believe that you as a Seller participated in fraudulent activity, such as an overpayment scam, misrepresentation fraud or other fraud, and HOLLYFY Payments released the payout for such collaboration, HOLLYFY Payments may recoup from you such amount by reducing, setting off or debiting the amount from any future Payouts owed to you.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to HOLLYFY Payments collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

5.3 Collections

5.3.1 If HOLLYFY Payments is unable to collect any amounts you owe under the Terms and these Payments Terms, HOLLYFY Payments may engage in collection efforts to recover such amounts from you.

5.3.2 HOLLYFY Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after HOLLYFY Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Seller’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Seller’s HOLLYFY account or the associated services have been provided, whichever is later.

5.3.3 HOLLYFY Payments will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after HOLLYFY Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Seller’s future Payouts, after the adjustment is made to the Seller’s HOLLYFY account or the associated services have been provided, whichever is later.

5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to HOLLYFY and/or HOLLYFY Payments by you. Such communications may be made by HOLLYFY, HOLLYFY Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.

5.4 Payment Processing Errors

5.4.1 HOLLYFY Payments will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by HOLLYFY Payments or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you.

5.4.2 To the extent you receive any funds in error, you agree to immediately return such funds to HOLLYFY Payments.

5.5 Refunds

5.5.1 Any refunds or credits due to a Member pursuant to the TermsExtenuating Circumstances Policy, and Rebooking & Refund Policy will be initiated and remitted by HOLLYFY Payments in accordance with these Payments Terms.

5.5.2 Subject to this Section 5.5.2, HOLLYFY Payments will initiate the refund process immediately. In certain instances, the refund process may include the option to receive credit in lieu of a cash refund; if this option is made available to you, the timing of your refund will be communicated via the HOLLYFY Platform. The time it takes to receive any cash refund or for any pre-authorization of your Payment Method to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, HOLLYFY Payments will initiate and process the refund as soon as is practicable.

6. Damage Claims and Damage Amounts

6.1 If HOLLYFY determines that you are responsible for Damage Claim amounts, pursuant to the Terms, you authorize HOLLYFY via HOLLYFY Payments to charge the Payment Method used to make the booking in order to collect Damage Claim amounts, up to a maximum amount as set by HOLLYFY that may vary by country/region. If HOLLYFY via HOLLYFY Payments is unable to collect from the Payment Method used to make the booking, you agree that HOLLYFY via HOLLYFY Payments may charge any other Payment Method on file in your HOLLYFY account at the time of the Damage Claim (unless you have previously removed the authorization to charge such Payment Method(s)).

6.2 You agree that HOLLYFY Payments may seek to recover from you under any insurance policies you maintain and that HOLLYFY Payments may also pursue against you any remedies it may have available, including, but not limited to, referral to a collections agency, or pursuit of causes of action or claims against you, including in relation to a Damage Claim, or payment requests made by Seller under the Seller Damage Protection.

7. Abandoned Property

If HOLLYFY Payments holds funds due to you (e.g., because we are unable to issue you a Payout or refund) or you do not use a gift card or gift credit for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by reporting and escheating (sending) such funds to the appropriate governing body as required by applicable unclaimed property laws.

8. Prohibited Activities

8.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations;
  • breach or circumvent any agreements with third parties, third-party rights, or the TermsLegal TermsCommunity Policies, or Standards;
  • use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
  • register or use any Payment Method or Payout Method with your HOLLYFY account that is not yours or you do not have authorization to use;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by HOLLYFY Payments or any of HOLLYFY Payments’ providers or any other third party to protect the Payment Services;
  • take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

8.2 You may not use or assist others to use the Payment Services to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, UK Sanctions List and HM Treasury Department Consolidated List, United Nations Consolidated List or European Union Consolidated List. You represent and warrant that: (i) neither you nor your Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government, UK or European Union list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

9. Force Majeure

HOLLYFY Payments shall not be liable for any delay or failure to fulfill any obligation under these Payments Terms resulting from causes outside the reasonable control of HOLLYFY or HOLLYFY Payments, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).

10. Disclaimers

10.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

10.2 Notwithstanding HOLLYFY Payments’ appointment as the limited payment collection agent of Sellers pursuant to Section 4, HOLLYFY Payments explicitly disclaims all liability for any act or omission of any Member or other third party. HOLLYFY Payments does not have any duties or obligations as agent for each Seller except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

10.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

10.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

11. Liability

11.1 Except as provided in Section 11.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your HOLLYFY account in any way, you are responsible for the actions taken by that person. Neither HOLLYFY Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not HOLLYFY Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Sellers pursuant to these Payments Terms or an approved payment request under the Seller Damage Protection or Japan Seller Insurance, in no event will HOLLYFY Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for collaboration via the HOLLYFY Platform as a Buyer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Seller, the amounts paid by HOLLYFY Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or (ii) one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between HOLLYFY Payments and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect HOLLYFY Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

11.2 If you reside in Australia and contract with HOLLYFY Payments Australia, Section 11.1 does not apply, and HOLLYFY Payments is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. HOLLYFY Payments is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents; such liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of HOLLYFY Payments in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of HOLLYFY Payments is excluded to the maximum extent allowed by applicable law.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at HOLLYFY Payments’ option), indemnify, and hold HOLLYFY Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights.

13. Modification, Term, Termination, and other Measures

13.1 Modification. Except as otherwise required by applicable law, HOLLYFY Payments may modify these Payments Terms at any time. If we make material changes to these Payment Terms, we will post the revised Payment Terms on the HOLLYFY Platform and update the “Last Updated” date at the top of these Payment Terms. If you are affected by the modification, we will also provide you with notice of the modifications at least thirty (30) days before the date they become effective. If you are contracting with HOLLYFY Payments UK, or HOLLYFY Payments Australia, you will receive at least two (2) months advance notice. If you do not terminate your agreement before the date the revised Payment Terms become effective, your continued use of the Payment Services will constitute acceptance of any changes to the revised Payments Terms.

13.2 Term. This agreement between you and HOLLYFY Payments reflected by these Payment Terms is effective when you create an HOLLYFY account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 13.3.

13.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your HOLLYFY account. Terminating this agreement will also serve as notice to cancel your HOLLYFY account pursuant to the Terms. Without limiting our rights specified below, HOLLYFY Payments may terminate this agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address (or two (2) months’ prior notice for Members contracting with HOLLYFY Payments UK). HOLLYFY Payments may also terminate this agreement immediately without notice if (i) you have materially breached your obligations under this agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) HOLLYFY Payments believes in good faith that such action is reasonably necessary to protect other Members, HOLLYFY, HOLLYFY Payments, or third parties.

13.4 Suspension and Other Measures. HOLLYFY Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if HOLLYFY Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of HOLLYFY, its Members, HOLLYFY Payments, or third parties, or to prevent fraud or other illegal activity. Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method

13.5 Appeal. If HOLLYFY Payments takes any of the measures described in Section 13.3 and 13.4 you may appeal such a decision by contacting customer service.

13.6 Effect of Termination. If you cancel your HOLLYFY account as a Seller or HOLLYFY Payments takes any of the measures described above, HOLLYFY Payments may provide a full refund to any Buyer with confirmed collaboration(s), and you will not be entitled to any compensation for pending or confirmed collaborations that were cancelled. If you cancel your HOLLYFY account as a Buyer, HOLLYFY Payments will initiate a refund for any confirmed collaboration(s) based on the Listing’s cancellation policy. If your access to or use of the Payment Services has been suspended or limited or this agreement has been terminated by us, you may not register a new HOLLYFY account or attempt to access and use the Payment Services through an HOLLYFY account of another Member.

13.7 Survival. Sections 5 through 20 of these Payments Terms shall survive any termination or expiration of this agreement.

14. Governing Law and Dispute Resolution

14.1 If you are contracting with HOLLYFY Payments US, these Payments Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Legal proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 15 must be brought in state or federal court in Los Angeles, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Los Angeles, California.

14.2 If you are contracting with HOLLYFY China, these Payments Terms will be governed by and construed in accordance with the laws of the People’s Republic of China (“China Laws”). In this situation, any dispute arising from or in connection with these Payments Terms or use of the Payment Services shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The tribunal shall consist of three (3) arbitrators. The seat of the arbitration shall be Beijing. The language of the arbitration shall be English. This section does not limit any rights which HOLLYFY Payments may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you.

14.3 If you are contracting with HOLLYFY Payments UK, these Payments Terms will be interpreted in accordance with English law. If you are acting as an individual consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of English law. As an individual consumer, you may bring any judicial proceedings relating to these Payments Terms before the competent court of your place of residence or a competent court in England. If HOLLYFY wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the English courts.

14.4 If you are contracting with HOLLYFY Payments India, these Payments Terms will be interpreted in accordance with the laws of India. Any dispute arising from or in connection with these Payments Terms must be submitted to the International Chamber of Commerce (“ICC”) for arbitration in New Delhi, which shall be the seat and venue of arbitration. Such arbitration shall be conducted in accordance with the arbitration rules of the ICC in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which HOLLYFY Payments may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under the laws of India or any other laws that may apply to you. In the event one or more of the parties to the dispute are non-resident, the parties agree to exclude (for the avoidance of any doubt) the applicability of the provisions of Part I (save and except Section 9, Section 27, Section 37(1)(a) and Section 37(3) thereof) of the Indian Arbitration and Conciliation Act 1996 to any arbitration under this section. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties. Each party shall bear its own costs in relation to the arbitration.

14.5 If you are contracting with HOLLYFY Payments Australia, these Payments Terms will be governed by the laws of the State of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of that State and courts of appeal of that State in respect of any proceedings arising out of or in connection with this agreement.

14.6 If you are contracting with HOLLYFY Brazil, these Payments Terms will be interpreted in accordance with the laws of Brazil. If you are acting as a consumer, judicial proceedings that you are able to bring against us arising from or in connection with these Payments Terms may only be brought in a court located in the city of Sao Paulo, State of Sao Paulo, Brazil or in a court with jurisdiction in your place of residence. If you are acting as a business, you agree to submit to the exclusive jurisdiction of a court located in the city of Sao Paulo, State of Sao Paulo, Brazil.

15. United States Arbitration Agreement

15.1 Application. This Arbitration Agreement only applies to you if you are contracting with HOLLYFY Payment US. If you are not contracting with HOLLYFY Payments US, and you nevertheless attempt to bring any legal claim against HOLLYFY Payments in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 15 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

15.2 Overview of Dispute Resolution Process. HOLLYFY Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payment Terms provide for a two-part process for individuals to whom this Section 15 applies: (1) an informal negotiation directly with HOLLYFY’s customer service team (described in Section 15.3), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and HOLLYFY Payments each retain the right to seek relief in small claims court as an alternative to arbitration

15.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and HOLLYFY Payments each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to HOLLYFY Payments by mailing it to HOLLYFY Payments’ agent for service: CSC Lawyers Incorporating Service, 2710 Gateway Oaks Drive, Suite 150N, Sacramento, California 95833. HOLLYFY Payments will send its notice of dispute to the email address associated with your HOLLYFY account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).

15.4 Agreement to Arbitrate. You and HOLLYFY Payments mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Payment Services (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and HOLLYFY Payments agree that the arbitrator will decide that issue.

15.5 Exceptions to Arbitration Agreement. You and HOLLYFY Payments each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 15): (i) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); (ii) a request for the remedy of public injunctive relief; or (iii) any individual claim of sexual assault or sexual harassment arising from your use of the HOLLYFY Platform or Services. You and HOLLYFY Payments agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

15.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.

15.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, HOLLYFY Payments agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S county where you reside; (b) in Los Angeles County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.

15.8 Modification of AAA Rules – Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, HOLLYFY Payments will pay all arbitration fees and expenses. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.

15.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

15.10 Jury Trial Waiver. You and HOLLYFY Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

15.11 No Class Actions or Representative Proceedings. You and HOLLYFY Payments acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

15.12 Severability. Except as provided in Section 15.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement will be given full force and effect.

15.13 Changes to Agreement to Arbitrate. If HOLLYFY Payments changes this Section 15 after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject that change by sending us written notice (including by email) within thirty (30) days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and HOLLYFY Payments (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and HOLLYFY Payments.

15.14 Survival. Except as provided in Section 15.12 and subject to Section 13.7, this Section 15 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your HOLLYFY account.

16. Miscellaneous

16.1 Interpreting these Payments Terms. Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire agreement between HOLLYFY Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between HOLLYFY Payments and you regarding the Payment Services. If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

16.2 No Waiver. HOLLYFY Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.

16.3 Assignment. You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without HOLLYFY Payments’ prior written consent. HOLLYFY Payments may without restriction assign, transfer, or delegate this agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice (or two (2) months’ prior notice for Members contracting with HOLLYFY Payments UK).

16.4 Notices. Unless specified otherwise, any notices or other communications permitted or required under this agreement, will be in writing and given by HOLLYFY Payments via email or HOLLYFY Platform notification, and depending on your notification setting, messaging service (including SMS and WeChat). The date of receipt will be deemed the date on which HOLLYFY Payments transmits the notice.

17. Additional Clauses for Users Contracting with HOLLYFY Payments UK

The following paragraphs will apply if you are contracting with HOLLYFY Payments UK:

17.1 Payment Service User

17.1.1 The Payment Services include the payment collection service provided to Sellers contracting with HOLLYFY Payments UK. The payment collection service constitutes a “payment service” regulated under the Payment Services Regulations and for these purposes HOLLYFY Payments UK treats Sellers as the “payment service user.”

17.1.2 By agreeing to these Payments Terms you as a Seller have consented to HOLLYFY Payments UK’s payment of each Payout to your chosen Payout Method. Sellers may change a Payout Method up to one (1) day before the time agreed for the Payout as set out in Section 3.3. HOLLYFY Payments UK will be deemed to have received the Seller’s payment order to the Seller on the same date HOLLYFY Payments UK agrees to initiate the Payout in accordance with Section 3.3

17.1.3 HOLLYFY Payments UK will endeavor to ensure that Sellers based in the UK will receive each Payout by the end of the business day following HOLLYFY Payments UK’s initiation of the Payout.

17.1.4 Communication. HOLLYFY Payments will provide the Seller notice via email when we initiate each Payout. We will also provide notice to a Seller’s registered email address if the Payout is returned to us because of an error. It is your responsibility as a Seller to ensure that you provide us with a current, accurate, and valid email address.

17.2 Resolution Procedures for Diverted Payouts

17.2.1 If you as a Seller believe that a Payout properly due to you has been or may be diverted without your permission (“Diverted Payout”) because your password or other credentials to log into your HOLLYFY account (“Credentials”) are lost or stolen, you should notify HOLLYFY Payments UK pursuant to Section 21 immediately. As a Seller you may be liable for losses relating to any Diverted Payout arising from the use of lost, stolen, or misappropriated Credentials (including the loss of a mobile phone on which you have installed the Application) or where you have failed to keep your Credentials safe, up to a maximum of £35. Provided that you notify us of any Diverted Payout without delay and at the very latest within 13 months of the date of the payment, you may be entitled to a refund of that payment.

17.2.2 We will not be liable for any loss arising from: (i) Diverted Payouts where you acted fraudulently or where, with intent or gross negligence, you failed to use the HOLLYFY Platform and/or Payment Services in accordance with the Terms or these Payments Terms (including the obligation to keep your Credentials safe); (ii) or any payout transaction which we facilitated in accordance with information provided by you where the information you provided was incorrect.

17.2.3 If you as Seller claim not to have received a Payout properly due to you via your chosen Payout Method, HOLLYFY Payments UK will (if requested) make immediate efforts to trace the payment and will notify you of the outcome. Unless we can prove that the payment was received by you via your chosen Payout Method, we will refund the amount.

17.2.4 Any complaints about the Payment Services should be made to HOLLYFY Payments UK pursuant to Section 21. Complaints that are made in accordance with this section that relate to the provision of Payment Services by HOLLYFY Payments UK will be eligible for referral to the Financial Ombudsman and will be subject to the Rules of the Financial Ombudsman Service. The UK Financial Ombudsman Service offers a free complaints resolution service to individuals, micro-enterprises, small charities, and trustees of small trusts. You can contact the UK Financial Ombudsman by (i) telephone from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500, on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; (ii) post: Financial Ombudsman Service, Exchange Tower, London, E14 9SR; or (iii) email: enquiries@financial-ombudsman.org.uk. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service.

17.3 For Sellers and Buyers with Mexico As Country of Residence

If Mexico is your country of residence, (i) upon successful receipt of payment from the Buyer following a Seller’s acceptance of the Buyer’s collaboration request, HOLLYFY Payments generally holds such funds due to the Seller in temporary custody until it is released to the Seller in accordance with Section 3.3.1, and (ii) the payment to the Seller will be effective only upon the start of the Seller’s Services and in accordance with Section 3.3.1. HOLLYFY may be required to withhold taxes per applicable local laws, and such taxes will be due upon HOLLYFY Payment’s release of the Seller Payout.

18. Additional Clauses for Users Contracting with HOLLYFY Brazil

The following paragraph will apply if you are contracting with HOLLYFY Brazil:

18.1 Installment Feature for Users with Brazil As Country of Residence

Section 2, “Buyer Terms”, shall be amended by adding the following subsection: “You acknowledge that if your country of residence is Brazil and you are paying by credit card, you may pay for your booking in multiple installments as long as your credit card supports installments and is issued in Brazil. The number of installments may vary, but will be presented to you before you complete your booking transaction. You acknowledge that the Total Price may be increased when you choose to pay for your booking in installments as a result of expenses related to the use of credit card and/or other forms of installment plans (“Interest Fee”). You agree that you are solely responsible for the payment of the Interest Fee, and HOLLYFY Brazil is only responsible for collecting and transferring those amounts to the applicable third-party payment service provider. You authorize the applicable third-party payment service provider to automatically charge the original Payment Method you used to make the booking.. Your use of the installment feature may be subject to additional terms and conditions imposed by the applicable third-party payment service provider. If your booking is canceled for any reason, the Interest Fee will be refunded to the Payment Method you used to make the booking. If you make a modification to a booking payable in installments, and the Booking Modification lowers your Total Amount, you will not be refunded any portion of the Interest Fee. Refunds will be initiated and remitted by HOLLYFY Payments in accordance with these Payments Terms.”

18.2 Depending on the country of residence of buyers and sellers, payments due to sellers and applicable fees like HOLLYFY service fees may require the execution of foreign exchange agreements or other related measures, as per applicable legislation.

18.3 On and after July 1, 2022, iIf you are a resident in Brazil and make a booking with a Seller residing outside of Brazil using local currency, by using the Payment Services you acknowledge and agree that HOLLYFY Brazil acts as a payment collection agent of the Seller residing outside of Brazil. HOLLYFY Brazil is also the entity with whom you are contracting for the use of the HOLLYFY Platform, as set forth in the Terms.

18.4 You authorize HOLLYFY Brazil, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), tax ID, your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). HOLLYFY Brazil reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

18.5 When processing payments from a Member, HOLLYFY Brazil (and/or third parties contracted by you or by HOLLYFY Brazil on your behalf) may retain and/or report to the competent authorities (when applicable) information relating to the Member and/or the respective transaction to comply with applicable legislation and certain regulatory controls, and prevention of money laundering activities.

19. Additional Clauses for Users Contracting with HOLLYFY China

The following paragraphs will apply if you are a Seller, including each Seller Team member, contracting with HOLLYFY China:

19.1 Certain Payment Services applicable to Sellers may be provided by local third-party payment service providers which, under applicable laws and regulations, hold certain permits or licenses in China and which are engaged by HOLLYFY China to provide the relevant Payment Services.

19.2 In such situations where the relevant Payment Services are provided by a third-party payment service provider, each Seller, including each Seller Team member, hereby appoints any local third-party payment service providers engaged by HOLLYFY China (rather than HOLLYFY China itself) to serve as the Seller’s payment collection agent, solely for the limited purpose of accepting and processing funds from Buyers purchasing Seller Services on the behalf of Sellers. In such instances, the rights and obligations provided to HOLLYFY Payments under Section 4 of these Payment Terms will instead be provided to the third-party payment service providers engaged by HOLLYFY China to act as limited payment collection agents.

19.3 In addition, Sellers may be required to enter into a separate service agreement with such third-party payment service providers regarding the provision of the relevant Payment Services. In the case of any conflict between these Payment Terms and the terms set forth in such agreements, the terms of such agreements will prevail to the extent of the inconsistency. For the avoidance of doubt, and notwithstanding any provisions under Section 14.2 of these Payment Terms, any separate agreements entered into between you and such third-party payment service providers may potentially provide for a different governing law and/or different dispute resolution procedures than those provided under these Payment Terms.

19.4 You acknowledge and agree that, to the maximum extent permitted by applicable law, the entire risk arising out of your access to and use of any Payment Services provided by local third-party payment service providers shall remain with you, or be allocated according to the terms of the separate service agreements you enter with such third-party payment service providers regarding the provision of such Payment Services. HOLLYFY Payments shall not be liable for any Payment Services offered by such third-party payment service providers.

20. Additional Clauses for Users that are Businesses

The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf a business, company or other legal entity (in such event, for purposes of the Payments Terms, “you” and “your” will refer and apply to that business, company or other legal entity).

20.1 You accept the Payment Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.

20.2 You and your Representative individually affirm that you are authorized to provide the information described in Section 2.1 and Section 3.2 and your Representative has the authority to bind you to these Payments Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.

20.3 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorizations in this agreement.

20.4 If you are using your Payment Method for the benefit of your employees or other authorized third-party in connection with HOLLYFY for Work, as permitted by your account, you authorize HOLLYFY Payments to charge your Payment Method for bookings requested by employees at your company or other permitted third-party.

20.5 For any Payout Method linked to your HOLLYFY account, you authorize HOLLYFY Payments to store the Payout Method, remit payments using the Payout Method for bookings associated with your HOLLYFY account and take any other action as permitted in the Payments Terms in respect of the Payout Method.

20.6 If you handle, store or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see https://www.visa.com/cisp and https://www.mastercard.com/sdp.

21. Contacting HOLLYFY Payments

You may contact HOLLYFY Payments regarding the Payment Services using the information below:

ENTITY

CONTACT INFORMATION

HOLLYFY Payments, Inc.

360 N. Pacific Coast Highway
Ste 2000
El Segundo California 90245
United States of America

+1 (424) 281-4925

payments.legal@HOLLYFY.com

HOLLYFY Payments UK Ltd.

Please contact HOLLYFY Customer Service if you need assistance with updating your personal or business information.

If you would like to make a complaint, please email to:

complaints.payments@HOLLYFY.com

HOLLYFY Payments India Pvt. Ltd.

apac-payments-legal@HOLLYFY.com

HOLLYFY Payments Australia Pty. Ltd.

apac-payments-legal@HOLLYFY.com

HOLLYFY Payments will provide a copy of these Payments Terms on request. If you have any questions about these Payments Terms, please email us.

Payments Terms of Service for European Users

If you attempt to bring any legal claim against HOLLYFY Payments in the United States, the arbitration agreement and class actions waiver in Section 15 apply to you. Please read them carefully.

As a consumer who resides in the EEA you can access the European Commission’s online dispute resolution platform here: https://ec.europa.eu/consumers/odr. Please note that HOLLYFY Payments is not committed or obliged to use an alternative dispute resolution entity to resolve disputes with consumers. The European Commission’s online dispute resolution platform is not available for residents of Switzerland or the United Kingdom.

Last Updated: July 1, 2022

These Payments Terms of Service for European Users (“Payments Terms”) are a binding legal agreement between you and HOLLYFY Payments that govern the Payment Services (defined below) conducted through or in connection with the HOLLYFY Platform. When these Payments Terms mention “HOLLYFY Payments,” “we,” “us,” or “our,” it refers to:

  • HOLLYFY Payments Luxembourg S.A. (“HOLLYFY Payment Luxembourg”) if your country of residence is in the EEA.
  • HOLLYFY Payments UK Ltd. (“HOLLYFY Payments UK”) if your country of residence is in the United Kingdom or Switzerland.

HOLLYFY Payments provides payments services to Members publishing, offering, buying/selling integrations, and establishing B2B collaborations, including services in connection with the entertainment financing, advertising, and other current and future services provided via the HOLLYFY Platform. These payment services may include (if available) the following (collectively, “Payment Services”):

  • Collecting payments from Buyers (“Payin”), by charging the payment method associated with their HOLLYFY account, such as credit card, debit card, bank account or PayPal account (“Payment Method”);
  • Effecting payments to Sellers (“Payout”) to a financial instrument associated with their HOLLYFY account, such as a PayPal account, bank account, direct deposit, a prepaid card, or a debit card (“Payout Method”);
  • Effecting payments to a third-party Payout Method designated by a Seller;
  • Collection and payment of charitable donations;
  • Payment collection services; and
  • Other payment related services in connection with Seller Services.

In order to use the Payment Services, you must be at least 18 years old, must have an HOLLYFY account in good standing in accordance with the Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.

If you change your country of residence, the HOLLYFY company you contract with and the applicable version of the Payment Terms will be determined by your new country of residence from the date on which your country of residence changes. Please note, however, that the HOLLYFY Payments company with whom you contract will stay the same for all bookings made prior to your change of residence.

The Terms separately govern your use of the HOLLYFY Platform. If you see an undefined term in these Payment Terms, it has the same definition as in the Terms.

Table of Contents

  1. Your use of the Payment Services
  2. Buyer Terms
  3. Seller Terms
  4. Appointment of HOLLYFY Payments as Limited Payment Collection Agent
  5. General Terms
  6. Damage Claims and Damage Amounts
  7. Abandoned Property
  8. Prohibited Activities
  9. Force Majeure
  10. Disclaimers
  11. Liability
  12. Indemnification
  13. Modification, Term, Termination, and other Measures
  14. Governing Law and Dispute Resolution
  15. United States Arbitration Agreement
  16. Miscellaneous
  17. Additional Clauses for Users Contracting with HOLLYFY Payments UK
  18. Additional Clauses for Users Contracting with HOLLYFY Payments Luxembourg
  19. Additional Clauses for Users that are Businesses
  20. Contacting HOLLYFY Payments

1. Your use of the Payment Services

1.1 HOLLYFY Payment Services. By using the Payments Services, you agree to comply with these Payment Terms. HOLLYFY Payments may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. HOLLYFY Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. HOLLYFY Payments will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

1.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. HOLLYFY Payments is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by HOLLYFY Payments of those Third-Party Services.

1.3 Your HOLLYFY Account. HOLLYFY Payments may enable features that allow you to authorize other Members or third parties to take certain actions that affect your HOLLYFY account. You may authorize a third party to use your HOLLYFY account if the feature is enabled for your HOLLYFY account. You acknowledge and agree that anyone you authorize to use your HOLLYFY account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person. If you reside in the EEA and contract with HOLLYFY Payments Luxembourg, this Section 1.3 does not apply to you.

1.4 Verification. You authorize HOLLYFY Payments, directly or through third parties, to make any inquiries we consider necessary to verify your identity and information you provide. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). HOLLYFY Payments reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2. Buyer Terms

2.1 Adding a Payment Method. When you add a Payment Method to your HOLLYFY account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to HOLLYFY Payments or its third-party payment processor(s). You authorize HOLLYFY Payments and its payment service providers to collect and store your Payment Method information.

2.2 Payment Method Verification. When you add or use a new Payment Method, HOLLYFY Payments may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your HOLLYFY account so it can be used for a future transaction. You can remove the Payment Method from your HOLLYFY account as long as it is not associated with an active or future reservation.

2.3 Payment Authorization. You allow HOLLYFY Payments to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your HOLLYFY account, including Damage Claim amounts in accordance with the Terms and with Section 6.

2.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

2.5 Timing of Payment. HOLLYFY Payments generally charges the Total Amount due after the Seller accepts your collaboration request. However, if you pay with a push Payment Method, HOLLYFY Payments will collect the Total Amount due at the time of your request or after the Seller accepts your request. HOLLYFY Payments may offer alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be displayed via the HOLLYFY Platform and included in the Total Amount, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If HOLLYFY Payments is unable to collect the Total Amount due, as scheduled, HOLLYFY Payments will collect the Total Amount due at a later point in accordance with Section 5.3. Once the payment for your requested booking is successfully completed, you will receive a confirmation email.

2.6 Currency. HOLLYFY Payments will process each transaction in the currency you select via the HOLLYFY Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence and/or your HOLLYFY Payments contracting entity(ies). Any such limitations will be communicated via the HOLLYFY Platform, and you will be prompted to select a different currency or Payment Method. Note that if your HOLLYFY Payments contracting entity’s location is different than the country of your Payment Method or your selected currency is different than your Payment Method’s billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. For example, if you make a booking using a U.S. issued card, but select Euro as your currency, your payment may be processed outside the U.S., and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, if you select to pay with a currency that is different than your Payment Method’s billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

2.7 Collaboration/Integration Status. If an offer/proposal is declined because it is not accepted by the Seller, you withdraw the offer before it is accepted by the Seller, or HOLLYFY cancels the offer/proposal, any amounts collected by HOLLYFY Payments and due to you pursuant to the policies described in Section 5.5,, will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable) in accordance with Section 5.5.2.

2.8 Payment Restrictions. HOLLYFY Payments reserves the right to decline or limit payments that we believe (i) may violate HOLLYFY Payments’ risk management policies or procedures, (ii) may violate these Payments Terms or the Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, HOLLYFY, HOLLYFY Payments, or others to risks unacceptable to HOLLYFY Payments.

2.9 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

2.10 Your Payment Method, Your Responsibility. HOLLYFY Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

2.11 Different Ways to Pay

2.11.1 Payment Plan

2.11.1.1 HOLLYFY Payments may make available to Buyers the option to pay a portion of the collaboration’s Total Amount at the time of confirmation and pay the remainder of the Total Amount at a later time prior to start date (“Payment Plan”). Availability of this option may depend on the Listing and/or Payment Method.

2.11.1.2 If you choose a Payment Plan, the HOLLYFY Platform will notify you during check out of the amount, currency and schedule of each payment due. On the following payments due date, HOLLYFY Payments will automatically charge the original Payment Method you used to make the booking.

2.11.1.3 If you make a modification to a transaction made with a Payment Plan, HOLLYFY Payments will notify you of the revised payment schedule, as applicable. If the modification increases your Total Amount, you may be required to make an additional partial payment of the new Total Amount at the time of the modification.

2.11.1.4 You agree that by selecting a Payment Plan, you may not be able to pay for the booking with a different Payment Method or pursuant to a different payment schedule.

2.11.1.5 If HOLLYFY Payments is unable to collect your payment, HOLLYFY Payments will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice. If you fail to complete the payment, you authorize HOLLYFY to cancel the booking on your behalf. If the booking is canceled, you will be refunded based on the Seller’s cancellation policy. You acknowledge that you may incur fees for cancellations pursuant to the Seller’s cancellation policy.

2.11.2 Recurring Payments

2.11.2.1 For certain transactions (such as for evergreen campaigns, extended campaigns, or other future recurring initiatives), HOLLYFY Payments may require a Buyer to make recurring, incremental payments toward the Total Price owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the HOLLYFY Platform if applicable to a booking.

2.11.2.2 If Recurring Payments apply to a confirmed booking, then the Buyer authorizes HOLLYFY Payments to collect the Total Amount due.

2.11.2.3 Buyers may stop a Recurring Payment by notifying HOLLYFY Payments orally or in writing at least three (3) business days before the scheduled date of the payment. HOLLYFY Payments may require you to give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within those fourteen (14) days, HOLLYFY Payments is not obligated to honor your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact HOLLYFY Payments.

3. Seller Terms

3.1 Payment Collection. HOLLYFY Payments generally collects the Total Amount of a booking at the time the Buyer’s booking request is accepted by the Seller, unless noted otherwise.

3.2 Valid Payout Method. In order to receive a Payout you must have a valid Payout Method linked to your HOLLYFY account. When you add a Payout Method to your HOLLYFY account, you will be asked to provide information such as name, billing address, and financial instrument information either to HOLLYFY Payments or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor. Providing requested information is required for a Payout Method to be valid. The information HOLLYFY Payments requires for a valid Payout Method may change, and HOLLYFY Payments may request additional information at any time; failing to provide requested information may result in HOLLYFY Payments temporarily placing a hold, suspending, or canceling any Payout until the information is provided and, if necessary, validated. You authorize HOLLYFY Payments to collect and store your Payout Method information. HOLLYFY Payments may also share your information with governmental authorities as required by applicable law.

3.3 Timing of Payout

3.3.1 Subject to and conditional upon successful receipt of the payments from Buyer, HOLLYFY Payments will generally initiate Payouts to your selected Payout Method: (i) for collaborations, 24 hours after the Buyer’s scheduled start date (or 24 hours after 3:00 pm local time – or 3:00 pm UTC if local time is unknown – if the check-in time is flexible or not specified); (ii) for Services, 24 hours after the start of the Service; and (iii) for all other Services, at the time specified via the HOLLYFY Platform. For extended collaborations of twenty-eight (28) nights or more, HOLLYFY Payments will generally initiate the first payout 24 hours after the Buyer’s scheduled start date, and will initiate future payouts every 30 days after the initial payout, for the pre-determined duration of the collaboration.

3.3.2 HOLLYFY Payments may offer you a different Payout time or trigger for payment, which may be subject to additional terms and conditions.The time it takes to receive Payouts once released by HOLLYFY Payments may depend upon the Payout Method you select.

3.4 Payout. Your Payout for a booking will be the Total Amount less applicable fees like HOLLYFY service fees and applicable taxes. In the event of cancellation of a confirmed collaboration, HOLLYFY Payments will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.

3.5 Payout Restrictions. HOLLYFY Payments may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity, or to obtain or verify requested information. Furthermore, HOLLYFY Payments may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms as a result of high volume cancellations or modifications arising from a Force Majeure Event (as defined below).

3.6 Currency Conversion. HOLLYFY Payments will remit your Payouts in the currency you select via the HOLLYFY Platform. The currencies available may be limited for regulatory or operational reasons based on factors such as your selected Payout Method, your country of residence, and/or your HOLLYFY contracting entity(ies). Any such limitations will be communicated via the HOLLYFY Platform, and you will be prompted to select a different currency or Payout Method. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method you select, and HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard.

3.7 Limits on Payouts. For compliance or operational reasons, HOLLYFY Payments may limit the amount of a Payout. If you are due an amount above that limit, HOLLYFY Payments may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.

3.8 Payment Service Providers. Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and HOLLYFY Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payout Method may also be subject to additional terms of use. Please review them before using your Payout Method.

3.9 Your Payout Method, Your Responsibility. HOLLYFY Payments is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.

3.10 Different ways to get paid

3.10.1 Split Payouts

If you provide Services jointly with one or more other Sellers as part of a team, business or other organization (“Seller Team”), HOLLYFY may make available to such Sellers the option to allocate between the members of the Seller Team the total Seller Payout for a collaboration. HOLLYFY Payments will execute such payments at the instruction of one or more members of the Seller Team and is not responsible for any losses related to errors or omissions made by the Sellers in providing such payment instructions.

4. Appointment of HOLLYFY Payments as Limited Payment Collection Agent

4.1 Each Seller, including each Seller Team member, hereby appoints HOLLYFY Payments as the Seller’s payment collection agent solely for the limited purpose of accepting and processing funds from Buyers purchasing Seller Services on the Seller’s behalf.

4.2 Each Seller, including each Seller Team member, agrees that payment made by a Buyer through HOLLYFY Payments, shall be considered the same as a payment made directly to the Seller, and the Seller will provide the Seller Service booked by the Buyer in the agreed-upon manner as if the Seller has received the payment directly from the Buyer. Each Seller agrees that HOLLYFY Payments may refund the Seller in accordance with the Terms. Each Seller understands that HOLLYFY Payments’ obligation to pay the Seller is subject to and conditional upon successful receipt of the associated payments from Buyer. HOLLYFY Payments guarantees payments to Seller(s) only for such amounts that have been successfully received by HOLLYFY Payments from Buyers in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Seller, HOLLYFY Payments assumes no liability for any acts or omissions of the Seller.

4.3 Each Buyer acknowledges and agrees that, notwithstanding the fact that HOLLYFY Payments is not a party to the agreement between you and the Seller(s), including each Seller Team member, HOLLYFY Payments acts as each Seller’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Seller(s). Upon a Buyer’s payment of the funds to HOLLYFY Payments, the Buyer’s payment obligation to the Seller(s) for the agreed upon amount is extinguished, and HOLLYFY Payments is responsible for remitting the funds successfully received by HOLLYFY Payments to the Seller(s) in the manner described in these Payments Terms. In the event that HOLLYFY Payments does not remit any such amounts, the Seller(s) will have recourse only against HOLLYFY Payments and not the Buyer directly.

5. General Terms

5.1 Fees. HOLLYFY Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms or via the HOLLYFY Platform.

5.2 Payment Authorizations. You authorize HOLLYFY Payments to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant transaction, or any other Payment Method on file that you authorize in your HOLLYFY account (unless you have previously removed the authorization to charge such Payment Method(s)), or (ii) by withholding the amount from your future Payout. Specifically, you authorize HOLLYFY Payments to collect from you:

  • Any amount due to HOLLYFY or HOLLYFY Payments (e.g., as a result of your collaboration, Collaboration Modifications, cancellations, or other actions as a Buyer, Seller or user of the HOLLYFY Platform), including reimbursement for costs prepaid by HOLLYFY or HOLLYFY Payments on your behalf. Any funds collected by HOLLYFY Payments will set off the amount owed by you to HOLLYFY or HOLLYFY Payments and extinguish your obligation to HOLLYFY or HOLLYFY Payments.
  • Any amount due to a Seller from a Buyer which HOLLYFY collects as the Seller’s payment collection agent as further set out in Section 4 above.
  • Taxes, where applicable and as set out in the Terms.
  • Any amount you pay through the Resolution Center in connection with your HOLLYFY account.
  • Any Damage Claim amounts owed to HOLLYFY or HOLLYFY Payments in accordance with the Terms and Section 6.
  • Extension penalties payable under the Terms, including any cost and expenses incurred in collecting the extension penalty.
  • Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Seller, you cancel a confirmed collaboration).
  • Any amounts already paid to you as a Seller despite a Buyer cancelling a confirmed collaboration or HOLLYFY deciding that it is necessary to cancel a collaboration in accordance with the TermsExtenuating Circumstances Policy, and Rebooking & Refund Policy, or other applicable cancellation policy. You agree that in the event you have already been paid, HOLLYFY Payments will be entitled to recover the amount of any such buyer refund from you, including by subtracting such refund amount out from any future Payouts due to you.

If you owe an amount at any time after a booking, such as with Payment Plan or Recurring Payment charges, Collaboration Modifications, resolution center payments or Damage Claims (“Additional Amounts”), you hereby authorize and grant HOLLYFY Payments a mandate to collect payments for such Additional Amounts by charging your Payment Method associated with the relevant collaboration without any further action on your part. HOLLYFY Payments will notify you in writing before any Additional Amounts are charged.

If your Payment Method associated with the relevant collaboration is expired, invalid or otherwise not able to be charged for any reason (such as insufficient funds), you remain responsible for any uncollected amounts and HOLLYFY Payments may charge the Payment Method related to your booking again or use any other Payment Method on file associated with your HOLLYFY account, if available, to collect such Additional Amounts. Any amount not collected for any reason will be subject to any remedies that may be available, including, but not limited to, referral to a collections agency, or pursuit of available causes of action or claims against you.

If HOLLYFY has reason to believe that you as a Seller participated in fraudulent activity, such as an overpayment scam, misrepresentation fraud or other fraud, and HOLLYFY Payments released the payout for such collaboration, HOLLYFY Payments may recoup from you such amount by reducing, setting off or debiting the amount from any future Payouts owed to you.

In addition to any amount due as outlined above, if there are amounts which you owe us but are unpaid or chargebacks associated with your Payment Method, you may be charged fees that are incidental to HOLLYFY Payments collection of these amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

5.3 Collections

5.3.1 If HOLLYFY Payments is unable to collect any amounts you owe under the Terms and these Payments Terms, HOLLYFY Payments may engage in collection efforts to recover such amounts from you.

5.3.2 HOLLYFY Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after HOLLYFY Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Seller’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Seller’s HOLLYFY account or the associated services have been provided, whichever is later.

5.3.3 HOLLYFY Payments will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after HOLLYFY Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Seller’s future Payouts, after the adjustment is made to the Seller’s HOLLYFY account or the associated services have been provided, whichever is later.

5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to HOLLYFY and/or HOLLYFY Payments by you. Such communications may be made by HOLLYFY, HOLLYFY Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.

5.4 Payment Processing Errors

5.4.1 HOLLYFY Payments will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by HOLLYFY Payments or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you.

5.4.2 To the extent you receive any funds in error, you agree to immediately return such funds to HOLLYFY Payments.

5.5 Refunds

5.5.1 Any refunds or credits due to a Member pursuant to the Terms, Extenuating Circumstances Policy, and Rebooking & Refund Policy, will be initiated and remitted by HOLLYFY Payments in accordance with these Payments Terms.

5.5.2 Subject to this Section 5.5.2, HOLLYFY Payments will initiate the refund process immediately. In certain instances, the refund process may include the option to receive credit in lieu of a cash refund; if this option is made available to you, the timing of your refund will be communicated via the HOLLYFY Platform. However, the time it takes to receive any cash refund or for any pre-authorization of your Payment Method to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, HOLLYFY Payments will initiate and process the refund as soon as is practicable.

6. Damage Claims and Damage Amounts

6.1 If HOLLYFY determines that you are responsible for Damage Claim amounts pursuant to the Terms, you authorize HOLLYFY via HOLLYFY Payments to charge the Payment Method used to make the booking in order to collect the Damage Claim amounts, up to a maximum amount as set by HOLLYFY that may vary by country/region. If HOLLYFY via HOLLYFY Payments is unable to collect from the Payment Method used to make the booking, you agree that HOLLYFY via HOLLYFY Payments may charge any other Payment Method on file in your HOLLYFY account at the time of the Damage Claim (unless you have previously removed the authorization to charge such Payment Method(s))

6.2 You agree that HOLLYFY Payments may seek to recover from you under any insurance policies you maintain and that HOLLYFY Payments may also pursue against you any remedies it may have available, including, but not limited to, referral to a collections agency, or pursuit of causes of action or claims against you, including in relation to any Damage Claim or payment requests made by Sellers under the Seller Damage Protection.

7. Abandoned Property

If HOLLYFY Payments holds funds due to you (e.g., because we are unable to issue you a Payout or refund) or you do not use a gift card or gift credit for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by reporting and escheating (sending) such funds to the appropriate governing body as required by applicable unclaimed property laws.

8. Prohibited Activities

8.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations;
  • breach or circumvent any agreements with third parties, third-party rights, or the TermsLegal TermsCommunity Policies, or Standards;
  • use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
  • register or use any Payment Method or Payout Method with your HOLLYFY account that is not yours or you do not have authorization to use;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by HOLLYFY Payments or any of HOLLYFY Payments’ providers or any other third party to protect the Payment Services;
  • take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

8.2 You may not use or assist others to use the Payment Services to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, UK Sanctions List and HM Treasury Department Consolidated List, United Nations Consolidated List or European Union Consolidated List. You represent and warrant that: (i) neither you nor your Seller Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government, UK or European Union list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

9. Force Majeure

HOLLYFY Payments shall not be liable for any delay or failure to fulfill any obligation under these Payments Terms resulting from causes outside the reasonable control of HOLLYFY or HOLLYFY Payments, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).

10. Disclaimers

10.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

10.2 Notwithstanding HOLLYFY Payments’ appointment as the limited payment collection agent of Sellers pursuant to Section 4, HOLLYFY Payments explicitly disclaims all liability for any act or omission of any Member or other third party. HOLLYFY Payments does not have any duties or obligations as agent for each Seller except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

10.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

10.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

11. Liability

11.1 If you reside in the UK or Switzerland and contract with HOLLYFY Payments UK you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your HOLLYFY account in any way, you are responsible for the actions taken by that person. Neither HOLLYFY Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not HOLLYFY Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Sellers pursuant to these Payments Terms or an approved payment request under the Seller Damage Protection, in no event will HOLLYFY Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for bookings via the HOLLYFY Platform as a Buyer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Seller, the amounts paid by HOLLYFY Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or (ii) one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between HOLLYFY Payments and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect HOLLYFY Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

11.2 If you reside in the EEA and contract with HOLLYFY Payments Luxembourg, Section 11.1 does not apply, and HOLLYFY Payments is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. HOLLYFY Payments is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents; such liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of HOLLYFY Payments in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of HOLLYFY Payments is excluded to the maximum extent allowed by applicable law.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at HOLLYFY Payments’ option), indemnify, and hold HOLLYFY Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights. If your country of residence is in the EEA, the indemnification obligation according to this Section 12 only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.

13. Modification, Term, Termination, and other Measures

13.1 Modification. When we propose changes to these Payments Terms, we will post the revised Payments Terms on the HOLLYFY Platform and update the “Last Updated” date at the top of these Payments Terms. We will provide you with notice of the modification at least two (2) months before the date they become effective. If the proposed changes to these Payments Terms are material, you will be asked to explicitly accept the revised Payments Terms. Such notice will also inform you about your right to reject the proposed changes, the timeframe to do so and your right to terminate this agreement at any time before the effective date of the proposed changes as provided in these Payments Terms. In case of (i) non-material changes to these Payments Terms which do not affect its essential provisions, in particular, provisions defining the nature and scope of the Payment Services provided by HOLLYFY Payments or (ii) changes that are required by law, a legally binding court decision or binding order of a competent authority, your continued use of the Payment Services after the effective date of the proposed changes will constitute acceptance of the revised Payments Terms.

13.2 Term. This agreement between you and HOLLYFY Payments reflected by these Payments Terms is effective when you create an HOLLYFY account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 13.3.

13.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your HOLLYFY account. Terminating this agreement will also serve as notice to cancel your HOLLYFY account pursuant to the Terms. Without limiting our rights specified below, HOLLYFY Payments may terminate this agreement for convenience at any time by giving you two (2) months’ prior notice. HOLLYFY Payments may also terminate this agreement immediately without notice if (i) you have materially breached your obligations under this agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) HOLLYFY Payments believes in good faith that such action is reasonably necessary to protect other Members, HOLLYFY, HOLLYFY Payments, or third parties.

13.4 Suspension and Other Measures. HOLLYFY Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if HOLLYFY Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of HOLLYFY, its Members, HOLLYFY Payments, or third parties, or to prevent fraud or other illegal activity. Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.

13.5 Appeal. If HOLLYFY Payments takes any of the measures described in Section 13.3 and 13.4 you may appeal such a decision by contacting customer service.

13.6 Effect of Termination. If you cancel your HOLLYFY account as a Seller or HOLLYFY Payments takes any of the measures described above, HOLLYFY Payments may provide a full refund to any Buyers with confirmed collaboration(s), and you will not be entitled to any compensation for pending or confirmed collaboration that were cancelled. If you cancel your HOLLYFY account as a Buyer, HOLLYFY Payments will initiate a refund for any confirmed collaboration(s) based on the Listing’s cancellation policy. If your access to or use of the Payment Services has been suspended or limited or this agreement has been terminated by us, you may not register a new HOLLYFY account or attempt to access and use the Payment Services through an HOLLYFY account of another Member.

13.7 Survival. Unless your country of residence is in the EEA, Sections 5 through 20 of these Payments Terms shall survive any termination or expiration of this agreement.

14. Governing Law and Dispute Resolution

14.1 If you are contracting with HOLLYFY Payments UK, these Payments Terms will be interpreted in accordance with English law. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of English law. As a consumer, you may bring any judicial proceedings relating to these Payments Terms before the competent court of your place of residence or a court in England. If HOLLYFY wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the English courts.

14.2 If you are contracting with HOLLYFY Payments Luxembourg, these Payments Terms will be interpreted in accordance with Luxembourg law. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Luxembourg law. As a consumer, you may bring any judicial proceedings relating to these Payments Terms before the competent court of your place of residence or a court in Luxembourg. If HOLLYFY wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Luxembourg courts.

15. United States Arbitration Agreement

15.1 Application. This Arbitration Agreement only applies to you if you are contracting with HOLLYFY Payment US. If you are not contracting with HOLLYFY Payments US, and you nevertheless attempt to bring any legal claim against HOLLYFY Payments in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 15 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

15.2 Overview of Dispute Resolution Process. HOLLYFY Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payments Terms provide for a two-part process for individuals to whom this Section 15 applies: (1) an informal negotiation directly with HOLLYFY’s customer service team (described in Section15.3), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and HOLLYFY Payments each retain the right to seek relief in small claims court as an alternative to arbitration.

15.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and HOLLYFY Payments each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to HOLLYFY Payments by mailing it to HOLLYFY Payments’ agent for service: CSC Lawyers Incorporating Service, 2710 Gateway Oaks Drive, Suite 150N, Sacramento, California 95833. HOLLYFY Payments will send its notice of dispute to the email address associated with your HOLLYFY account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).

15.4 Agreement to Arbitrate. You and HOLLYFY Payments mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Payment Services (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and HOLLYFY Payments agree that the arbitrator will decide that issue.

15.5 Exceptions to Arbitration Agreement. You and HOLLYFY Payments each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 15): (i) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); (ii) a request for the remedy of public injunctive relief; or, (iii) any individual claim of sexual assault or sexual harassment arising from your use of the HOLLYFY Platform or Seller Services. You and HOLLYFY Payments agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

15.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.

15.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, HOLLYFY Payments agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S county where you reside; (b) in Los Angeles County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.

15.8 Modification of AAA Rules – Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, HOLLYFY Payments will pay all arbitration fees and expenses. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.

15.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

15.10 Jury Trial Waiver. You and HOLLYFY Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

15.11 No Class Actions or Representative Proceedings. You and HOLLYFY Payments acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

15.12 Severability. Except as provided in Section 15.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement will be given full force and effect.

15.13 Changes to Agreement to Arbitrate. If HOLLYFY Payments changes this Section 15 after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject that change by sending us written notice (including by email) within thirty (30) days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and HOLLYFY Payments (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and HOLLYFY Payments.

15.14 Survival. Except as provided in Section 15.12 and subject to Section 13.7, this Section 15 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your HOLLYFY account.

16. Miscellaneous

16.1 Interpreting these Payments Terms. Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire agreement between HOLLYFY Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between HOLLYFY Payments and you regarding the Payment Services. If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

16.2 No Waiver. HOLLYFY Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.

16.3 Assignment. You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without HOLLYFY Payments’ prior written consent. HOLLYFY Payments may without restriction assign, transfer, or delegate this agreement and any rights and obligations, at its sole discretion, with two (2) months’ prior notice.

16.4 Notices. Unless specified otherwise, any notices or other communications permitted or required under this agreement, will be in writing and given by HOLLYFY Payments via email or HOLLYFY Platform notification, and depending on your notification setting, messaging service (including SMS and WeChat). The date of receipt will be deemed the date on which HOLLYFY Payments transmits the notice.

16.5 Language. If you are contracting with HOLLYFY Payments Luxembourg, this agreement is concluded in the language as applied by the Terms and all communication undertaken during this contractual relationship shall be made in that language.

17. Additional Clauses for Users Contracting with HOLLYFY Payments UK

The following paragraphs will apply if you are contracting with HOLLYFY Payments UK:

17.1 Payment Service User

17.1.1 The Payment Services include the payment collection service provided to Sellers contracting with HOLLYFY Payments UK. The payment collection service constitutes a “payment service” regulated under the Payment Services Regulations and for these purposes HOLLYFY Payments UK treats Sellers as the “payment service user.”

17.1.2 By agreeing to these Payments Terms you as a Seller have consented to HOLLYFY Payments UK’s payment of each Payout to your chosen Payout Method. Sellers may change a Payout Method up to one (1) day before the time agreed for the Payout as set out in Section 3.3. HOLLYFY Payments UK will be deemed to have received the Seller’s payment order to the Seller on the same date HOLLYFY Payments UK agrees to initiate the Payout in accordance with Section 3.3

17.1.3 HOLLYFY Payments UK will endeavor to ensure that Sellers based in the UK will receive each Payout by the end of the business day following HOLLYFY Payments UK’s initiation of the Payout.

17.1.4 Communication. HOLLYFY Payments will provide the Seller notice via email when we initiate each Payout. We will also provide notice to a Seller’s registered email address if the Payout is returned to us because of an error. It is your responsibility as a Seller to ensure that you provide us with a current, accurate, and valid email address.

17.2 Resolution Procedures for Diverted Payouts

17.2.1 If you as a Seller believe that a Payout properly due to you has been or may be diverted without your permission (“Diverted Payout”) because your password or other credentials to log into your HOLLYFY account (“Credentials”) are lost or stolen, you should notify HOLLYFY Payments UK pursuant to Section 20 immediately. As a Seller you may be liable for losses relating to any Diverted Payout arising from the use of lost, stolen, or misappropriated Credentials (including the loss of a mobile phone on which you have installed the Application) or where you have failed to keep your Credentials safe, up to a maximum of £35. Provided that you notify us of any Diverted Payout without delay and at the very latest within 13 months of the date of the payment, you may be entitled to a refund of that payment.

17.2.2 We will not be liable for any loss arising from: (i) Diverted Payouts where you acted fraudulently or where, with intent or gross negligence, you failed to use the HOLLYFY Platform and/or Payment Services in accordance with the Terms or these Payments Terms (including the obligation to keep your Credentials safe); (ii) or any payout transaction which we facilitated in accordance with information provided by you where the information you provided was incorrect.

17.2.3 If you as Seller claim not to have received a Payout properly due to you via your chosen Payout Method, HOLLYFY Payments UK will (if requested) make immediate efforts to trace the payment and will notify you of the outcome. Unless we can prove that the payment was received by you via your chosen Payout Method, we will refund the amount.

17.2.4 Any complaints about the Payment Services should be made to HOLLYFY Payments UK pursuant to Section 20. Complaints that are made in accordance with this section that relate to the provision of Payment Services by HOLLYFY Payments UK will be eligible for referral to the Financial Ombudsman and will be subject to the Rules of the Financial Ombudsman Service. The UK Financial Ombudsman Service offers a free complaints resolution service to individuals, micro-enterprises, small charities, and trustees of small trusts. You can contact the UK Financial Ombudsman by (i) telephone from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500, on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; (ii) post: Financial Ombudsman Service, Exchange Tower, London, E14 9SR; or (iii) email: enquiries@financial-ombudsman.org.uk. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service.

18. Additional Clauses for Users Contracting with HOLLYFY Payments Luxembourg

The following paragraphs will apply if you are contracting with HOLLYFY Payments Luxembourg:

18.1 Payment Service User

18.1.1 The Payment Services include the payment service provided to Sellers contracting with HOLLYFY Payments Luxembourg. The Payment Services constitute “payment services” regulated under the modified Law of 10 November 2009 on payment services (“Law of 2009”) and for these purposes HOLLYFY Payments Luxembourg treats Sellers as the “payment service user” according to the Law of 2009.

18.1.2 By agreeing to these Payments Terms you as Seller have consented to HOLLYFY Payments Luxembourg’s payment of each Payout to your chosen Payout Method. Sellers may change a Payout Method up to one (1) day before the time agreed for the Payout as set out in Section 3.3. HOLLYFY Payments Luxembourg will be deemed to have received the Seller’s payment order to the Seller on the same date HOLLYFY Payments Luxembourg agrees to initiate the Payout in accordance with Section 3.3.

18.1.3 In the relation between you and HOLLYFY Payments Luxembourg, the legal provisions relating to the form of and procedure for giving consent to the initiation of a payment order or the execution of a payment transaction and the withdrawal of such consent such as Articles 81 and 93 of the Law 2009 on payment services shall apply at any time.

18.1.4 HOLLYFY Payments Luxembourg will endeavor to ensure that Sellers based in the EEA will receive each Payout by the end of the business day following HOLLYFY Payments Luxembourg’s initiation of the Payout.

18.1.5 Communication. HOLLYFY Payments will provide the Seller notice via email when we initiate each Payout. We will also provide notice to a Seller’s registered email address if the Payout is returned to us because of an error. It is your responsibility as a Seller to ensure that you provide us with a current, accurate, and valid email address.

18.2 Resolution Procedures for Diverted Payouts

18.2.1 If you as a Seller believe that a Payout is a Diverted Payout because your Credentials are lost or stolen or in case of an unauthorized, incorrectly initiated or incorrectly executed payment transaction, you should notify HOLLYFY Payments Luxembourg pursuant to Section 20 immediately. As a Seller you may be liable for losses relating to any Diverted Payout arising from the use of lost, stolen, or misappropriated Credentials (including the loss of a mobile phone on which you have installed the Application) or where you have failed to keep your Credentials safe, up to a maximum of 50€. Provided that you notify us of any Diverted Payout without delay and at the very latest within 13 months following the debit date, you may be entitled to a refund of that payment.

18.2.2 We will not be liable for any loss arising from: (i) Diverted Payouts where you acted fraudulently or where, with intent or gross negligence, you failed to use the HOLLYFY Platform and/or Payment Services in accordance with the Terms or these Payments Terms (including the obligation to keep your Credentials safe); (ii) or any payout transaction which we facilitated in accordance with information provided by you where the information you provided was incorrect.

18.2.3 If you as Seller claim not to have received a Payout properly due to you via your chosen Payout Method, HOLLYFY Payments Luxembourg will (if requested) make immediate efforts to trace the payment and will notify you of the outcome. Unless we can prove that the payment was received by you via your chosen Payout Method, we will refund the amount.

18.3 Out-of-court complaints

Any complaint, namely relating to any loss, theft, misappropriation or unauthorized use in connection with the Payment Services, or unauthorized or erroneous transactions should be made in writing to HOLLYFY Payments Luxembourg pursuant to Section 20.

In case you did not receive an answer or a satisfactory answer from HOLLYFY Payments Luxembourg within one month from the date the complaint was sent, you may file your request with the supervisory authority of HOLLYFY Payments Luxembourg, the CSSF (as defined in Section 20) within one year after you filed your complaint with HOLLYFY Payments Luxembourg. The CSSF will act as an out-of-court complaint resolution body. The request must be filed with the CSSF in writing, by post or by fax to the CSSF or by email to the address/number available on the CSSF website, or online on the CSSF website. The request shall be filed in English, French, German or Luxembourgish. The request shall be supported by a statement of the reasons on which it is based together with the following documents:

  • a detailed and chronological statement of the facts underlying the complaint and the steps already taken by you;
  • a copy of the prior complaint made to HOLLYFY Payments Luxembourg;
  • a copy of the answer to the prior complaint or the confirmation that you did not receive an answer one month after you sent your prior complaint;
  • the statement that you did not refer the matter to a court, an arbitrator or another out-of-court complaint resolution body in Luxembourg or abroad;
  • your agreement with the request handling conditions of the CSSF as body responsible for the out-of-court resolution of your complaint;
  • your express authorization so that the CSSF can transmit its request (including the attachments) as well as any future correspondence or information to HOLLYFY Payments Luxembourg;
  • in the case where a person acts on your behalf, a document showing that the person is legally entitled to act so; and
  • a copy of your valid ID document.

18.4. For Buyers with France As Country of Residence.

Notwithstanding anything to the contrary in the Payments Terms, for the avoidance of any doubt, in connection with Buyers who reside in France, the Total Amount, installments or periodic payments, including Recurring Payments, collected by HOLLYFY Payments from such Buyer are down payments (“acomptes”) within the meaning of French law.

18.5 Outsourcing.

We use a variety of service providers (some belonging to the HOLLYFY group and some being third party service providers) in the context of outsourcing arrangements to help us provide our services in an efficient and qualitative manner. The use of such service providers requires that we transfer or make available some data to them. You agree to such outsourcing arrangements and instruct us to transfer or make accessible data (as further defined below) concerning you and, where relevant, concerning persons linked to you (provided in connection with your HOLLYFY account) such as your beneficial owners and representatives, to a number of service providers in the context of outsourcing arrangements regarding technical (including IT), operational, payment processing, internal control, customer due diligence (including background or police checks), fraud prevention, risk assessment, product development, maintenance and debugging, advertising, processing of insurance claims, customer support and other services. The data to be transferred or made available includes, if you are an individual, your surname, first name, address, date and place of birth and nationality, and if you are a legal entity your corporate name, registered office, legal form, registration number for legal entities, as well as the aforementioned data on individuals for your beneficial owners and representatives. The data to be transferred or made available includes also for any person its contact details such as phone numbers and e-mail addresses as well as financial data and usage data in relation to our services (including payment method, payout method, payment transaction). The recipients of the data are located in the United States, the United Kingdom, Ireland, India, Luxembourg, Netherlands, Germany and Spain, as well as other countries in Europe, Asia Pacific and North and South America. Such data transfers will take place throughout the term of the business relationship between us and you as well as for an additional period as permitted by law after the end of the business relationship. You acknowledge that the transferred data is no longer protected by Luxembourg professional secrecy after its transfer.

19. Additional Clauses for Users that are Businesses

The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf a business, company or other legal entity (in such event, for purposes of the Payments Terms, “you” and “your” will refer and apply to that business, company or other legal entity).

19.1 You accept the Payments Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.

19.2 You and your Representative individually affirm that you are authorized to provide the information described in Section 2.1 and Section 3.2 and your Representative has the authority to bind you to these Payments Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.

19.3 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorizations in this agreement.

19.4 If you are using your Payment Method for the benefit of your employees or other authorized third-party in connection with HOLLYFY for Work, as permitted by your account, you authorize HOLLYFY Payments to charge your Payment Method for bookings requested by employees at your company or other permitted third-party.

19.5 For any Payout Method linked to your HOLLYFY account, you authorize HOLLYFY Payments to store the Payout Method, remit payments using the Payout Method for bookings associated with your HOLLYFY account and take any other action as permitted in the Payments Terms in respect of the Payout Method.

19.6 If you handle, store or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see https://www.visa.com/cisp and https://www.mastercard.com/sdp.

20. Contacting HOLLYFY Payments

You may contact HOLLYFY Payments regarding the Payment Services using the information below:

ENTITY

CONTACT INFORMATION

HOLLYFY Payments UK Ltd.

Please contact HOLLYFY Customer Service if you need assistance with updating your personal or business information.

If you would like to make a complaint, please write to us via email to: complaints.payments@HOLLYFY.com

HOLLYFY Payments

Luxembourg S.A.

Please contact HOLLYFY Customer Service if you need assistance with updating your personal or business information.

If you would like to make a complaint, please write to us via email to: APLComplaints@HOLLYFY.com

HOLLYFY Payments Luxembourg S.A. is authorised and regulated by the Commission de Surveillance du Secteur Financier (“CSSF”) with reference number Z21, established at 283, route d’Arlon, L-1150 Luxembourg (Tel.: (+352) 26 25 1 – 1). You can find more information about the CSSF on its website at https://www.cssf.lu.

HOLLYFY Payments will provide a copy of these Payments Terms on request. If you have any questions about these Payments Terms, please email us.

While these guidelines don’t cover every possible scenario, they’re designed to offer general guidance on HOLLYFY’s community policies.

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