Terms and Conditions

Introduction

Date of last update: 23 March 2026

PayRewards LLC doing business as “PayRewards” (PayRewards, we, our or us) operates and controls the Website and provides the Services, including the use of the Platform, to customers in accordance with these terms and conditions, including any annexure or addendum to them (Terms), and in accordance with the Rules.

Customer, you or your refers to a User and/or Associated Business in these Terms interchangeable as required by the context.

By using the Platform, signing up for a User Account or PayRewards Account, joining the PayRewards Loyalty Program, or otherwise using the Services, you agree that you are bound by and agree to these Terms, and that you agree to the Rules and our Privacy Policy, as amended from time to time. If you disagree with these Terms, you must not use or seek to use the Platform or the Services.

These Terms operate in addition to any agreement(s) that you have in place with a third party, such as the provider of a Valid Card, the issuer of a Bank Account, a PayRewards Partner, or a Nominated Payee.

Definitions

In these Terms, unless the context requires otherwise:

Account Owner means the User designated in the PayRewards Platform by the Associated Business as the owner of the specific PayRewards Account, with the highest permission level for that PayRewards Account.

American Express Card means any card or account access capability issued by Amex, its affiliates or a third party authorized by Amex.

Amex means American Express.

Approved Payment Method means a Bank Account or a Valid Card.

Approved Payment Rewards Program means a third-party reward or loyalty program through which you may earn points or other benefits by using an Approved Payment Method.

Associated Business means an entity or sole trader business associated with a PayRewards Account.

Authorized Payer means a person (who may, for example, be your agent or employee) with a User Account that you have authorized to access a PayRewards Account and to submit Payment Instructions on your behalf.

Bank Account means a United States of America (“America” or “US”) issued bank account linked to your PayRewards Account in relation to which you have given authority for PayRewards to deposit and/or deduct funds via the Platform.

Banking Day means a day other than a Saturday or a Sunday or a US federal holiday.

Custom Redemptions means the service provided by PayRewards where PayRewards acts as your agent to source and make payment in respect of a good or service from a Third Party Seller or other third party using your PayRewards Points (including redemptions to pay Invoice Amounts which are Eligible Payments).

Delivery Fee means the flat fee chargeable in respect of certain methods of payment, as set out in the Pricing Schedule.

Eligible Payment means a payment made for business purposes to a Nominated Payee using an Approved Payment Method, including an Invoice Amount and excluding Prohibited Payments. An Eligible Payment does not include payments made to yourself, payments that are not made for business purposes, failed payments, cancelled payments, disputed payments, subsequently refunded payments, recalled payments, or payments in relation to which a chargeback request has been made.

Employer Payment Processing Service means the service of facilitating Employment Payments from employers to their employees, which is provided by us in accordance with the Employer Payment Processing Service Addendum.

Employment Payment means an amount payable by you to your employees including (but not limited to) salary, wages, commission, bonus, termination, notice or leave payments, or any other employment-related amounts, as calculated by you and notified to us via a Payment Instruction.

Fees means any fee payable by you to PayRewards in relation to a Service, including as set out in the Pricing Schedule.

Force Majeure Event means any acts, events, omissions or accidents beyond our reasonable control, including, without limitation an act of God, fire, casualty, flood, pandemic, war, terrorist act explosion or accidental damage, failure of public utilities, injunction, epidemic, destruction of production facilities, law imposed by any government, actions or omissions of third parties or any malicious code interfering with the Platform or Services, or other cyber-attack.

Intellectual Property Rights means all intellectual property rights of any type whatsoever throughout the world including all present, future, registered and unregistered rights which subsist in copyright, patent rights, trademark rights and design rights.

Invoice Amount means the amount you direct us to pay to a Nominated Payee in a Payment Instruction and, where applicable, includes an Employment Payment.

KYC Procedures means the “know your client” identification and verification procedures that we undertake.

Nominated Payee means the payee that is nominated by you in a Payment Instruction to whom you instruct us to remit the Invoice Amount. Examples of Nominated Payees are merchants, vendors, suppliers, state or federal governmental units, contractors and employees.

Offer is an offer that a User makes to a Third Party Seller, PayRewards Partner or other third party to purchase a Reward, including an offer submitted via the Platform or PayRewards acting as your agent when providing the Custom Redemptions service.

Other Services means any Services provided by PayRewards described in these Terms or otherwise provided to you by us via the Platform or the Website, other than the Payment Services, including the Employer Payment Processing Service, Strategy Advice and PayRewards Loyalty Program.

Partner Rewards means a reward or benefit offered by a PayRewards Partner which you can access or acquire by exchanging PayRewards Points.

Partner Rewards Program means the loyalty or other rewards program provided by a PayRewards Partner.

Payment Instruction means an instruction placed by you or an Authorized Payer via the Platform to process a payment to a Nominated Payee (which you must fund using an Approved Payment Method).

Payment Services means the service provided by us to Associated Businesses to process and make payment of Invoice Amounts to Nominated Payees in accordance with Payment Instructions, on the terms and conditions set out in these Terms.

PayRewards Account means an account with PayRewards which enables the Associated Business to access certain Services, including the Payment Services.

PayRewards Fee means the fee charged by PayRewards for PayRewards Points and as set out in the Pricing Schedule.

PayRewards Loyalty Program means the PayRewards loyalty program that enables a User to earn PayRewards Points for Eligible Payments processed through the Platform in accordance with these Terms.

PayRewards Partner means a third party that offers its own loyalty program and that has an arrangement with PayRewards so that Users can redeem PayRewards Points for Partner Rewards. Our current list of PayRewards Partners can be found on the Website.

PayRewards Points means the PayRewards loyalty points (i) issued by PayRewards to a User as a result of an Eligible Payment or other Relevant Activity, (ii) transferred from another User, in accordance with these Terms.

PayRewards Points Balance means your PayRewards Points balance as displayed in your User Account from time to time.

PayRewards Points Earn Ratio means the rate of PayRewards Points earned per $1.00 USD transacted through the Platform in accordance with these Terms, as varied from time to time.

Platform means the Website and underlying software through which you may access and use the Services.

Platform Contact Details means the contact details that you have provided to us and which we will use to communicate with you.

Pricing Schedule means the pricing schedule setting out the Fees and available on the Website, as varied from time to time. See here: Pricing.

Privacy Policy means the PayRewards privacy policy available on our website, as varied from time to time. See here: Privacy Policy.

Prohibited Industry means the prohibited industries (or any non-approved industry) as applicable to an Approved Payment Method listed in the Rules, as updated from time to time. See here: Payment Rules and Regulations.

Prohibited Payment means any payment made in connection with one or more of the Prohibited Industries as applicable to an Approved Payment Method, or otherwise in connection with any illegal, fraudulent or other improper purpose.

Relevant Activity means an activity through which PayRewards Points are earned or used, and includes but is not limited to the Associated Business using the Services, exchanging PayRewards Points for a Reward BUT EXCLUDING transferring PayRewards Points to another User via your User Account.

Reward means any good, service or other benefit that a User can obtain using PayRewards Points via the Platform from time to time, such as exchanging PayRewards Points for Partner Rewards, authorizing an Associated Business to use PayRewards Points for other services provided by PayRewards on the Platform, or benefits obtained via the Platform and Custom Redemptions.

Rewards Store means the portion of the Platform through which you may submit orders to purchase Rewards using your PayRewards Points.

Rules means the policies, rules and procedures of PayRewards which relate to the Services and/or Platform and deal with matters not dealt with in these Terms, or otherwise expand on matters set out in these Terms. The Rules will be published on the Website and apply as amended from time to time. See here: Payment Rules and Regulations.

Service Fee means the fees charged by PayRewards for providing the Payment Service and as set out in the Pricing Schedule.

Services means the services provided by us to you, including but not limited to the Payment Services, the Other Services, and any ancillary services provided by us from time to time.

Strategy Advice means advice provided by us in relation to how your business can benefit from PayRewards Loyalty Program, Approved Payment Rewards Programs and Partner Rewards Programs.

Third Party Seller means a third party that sells or otherwise offers a Reward, including via the Rewards Store and Custom Redemptions.

TIN means Tax Identification Number, including an employer identification number or social security number.

User means an individual which holds a User Account which enables access to certain parts of the PayRewards Platform.

User Account means an online account with PayRewards which enables Users to use the Platform and access certain Services.

Valid Card means the American-issued credit card or debit card that is eligible for use on the Platform and that you provide the details for in a Payment Instruction. The Valid Card must be issued by an American issuer. Any Valid Card that is a debit card must be linked to a deposit account that is established for business purposes and not for personal, family, or household use.

Valid Card Provider means the financial institution or entity that is the issuer of the Valid Card.

Website means the website located at payrewards.com.

Accounts

User Account

1. You must register for a User Account to access the Platform and Services, unless stated otherwise. You can register for a User Account online via the Platform by providing the requested information, answering the mandatory account-opening questions and accepting these Terms.
2. To be eligible for a User Account and access certain Services, you must:
   1. be a US resident;
   2. be capable of forming a legally binding contract;
   3. hold a valid email address;
   4. have a contactable US mobile phone number (which will be verified via two-factor authentication); and
   5. provide the other information or details requested in the sign-up process.
3. Your User Account will enable you to login to the Platform to manage set-up and manage any PayRewards Accounts, use the Platform and Services (subject to setup of a PayRewards Account in the case of Payment Services), and to manage other user details regarding your relationship with us.

PayRewards Account

4. A verified PayRewards Account is required to access certain Services, including the Payment Service.
5. We reserve the right to change which Services require a PayRewards Account from time to time. Each PayRewards Account must have an Associated Business and meet the other requirements set out in these Terms.
6. To be eligible to apply for a verified PayRewards Account, you must:
   1. hold a current TIN, unless stated otherwise;
   2. hold an Approved Payment Method; and
   3. be either:
      1. a corporation or limited liability company registered in the US;
      2. a partnership;
      3. a US government body;
      4. an association (incorporated or unincorporated);
      5. a sole proprietorship; or
      6. an individual who is at least 18 years old.

7. We retain the right, in our sole discretion, to ask for further information as part of considering your request to open a PayRewards Account or User Account, and verifying your identity, or as part of our compliance obligations or ongoing monitoring of your PayRewards Account, which must be provided within five (5) business days of such request, or to set further requirements that may be reasonably necessary to protect PayRewards’ interests.
8. You agree to comply with, and to ensure that any Authorized Payer complies with, all requests to provide PayRewards with information and other documents required by PayRewards to conduct our KYC Procedures in relation to you and any Authorized Payer, Nominated Payee and/or holder of a Bank Account. If you do not provide us with the requested information, we may not provide the Services to you.
9. You permit us to keep a record of such information and to share it with third parties in accordance with our Privacy Policy, and authorize us to make inquiries, both directly and through third parties, to verify your identity and the identity of any Authorized Payer, Nominated Payee or holder of an Approved Payment Method, and to protect you and/or us against fraud or other financial crime.
10. You acknowledge and agree that we may require you to confirm your Approved Payment Method by completing a confirmation process, which will require you to confirm the amounts of two small deposits made by us to you (each between $0.01 and $1.00 USD).
11. You agree that we may place limits on your PayRewards Account, including transaction limits, restricting Authorized Payers, restricting Approved Payment Methods and restricting the Nominated Payees that you can pay.

Multiple Accounts

12. You cannot open more than one User Account.
13. If you have more than one business, you may open more than one PayRewards Account via your User Account. You agree and acknowledge that each Associated Business’ PayRewards Account will be treated as a separate account, including in relation to Authorized Payers, and that you may only apply for, and we will only open, one PayRewards Account per Associated Business.
14. For the avoidance of doubt, your obligations and rights in relation to a PayRewards Account, including in relation to protecting and maintaining the security of your PayRewards Account, apply to each PayRewards Account separately and do not change if you choose to link or are otherwise associated with more than one PayRewards Account.

Authorized Payers / User Management

15. You may nominate one or more Authorized Payers to access and issue Payment Instructions via a PayRewards Account. When you add an Authorized Payer to a PayRewards Account, you may be asked to provide information and authority in relation to that Authorized Payer. You represent that any such information and authority is correct and acknowledge that PayRewards may rely on it to provide the Services until such time that authority is revoked using the appropriate process via the applicable PayRewards Account by a User Account with appropriate permission levels.
16. You must ensure that your Authorized Payers use and access the PayRewards Account in accordance with these Terms and with the Rules.

General Account Terms

17. We may, in our sole and absolute discretion, refuse to open your User Account or PayRewards Account, register an Authorized Payer, pay a Nominated Payee or otherwise provide you with the Payment Services. PayRewards is not required to provide you with a reason for refusing to provide you with any Service.
18. You must not, and must ensure that an Authorized Payer does not, use their User Account, any accessible PayRewards Account, the Platform or our Services in a fraudulent manner or in any way that may breach these Terms or damage PayRewards’ reputation
19. You warrant that all information provided to us in the setup of your User Account or PayRewards Account is true and correct, and agree to promptly notify us if any of the information provided needs to be corrected or updated.
20. You are responsible for protecting and maintaining the security of your User Account (including your login and password), security and access to any PayRewards Account, your Authorized Payers, your Approved Payment Method details and your/Associated Business’ data against any theft, fraud or illegal activity. This obligation extends to your Authorized Payers.
21. You are solely responsible for any activity in relation to your User Account or any PayRewards Account, including Payment Instructions, and any activity undertaken by an Authorized Payer, and we will not be liable for any fraudulent or non-permitted use of your User Account or our Services. You must notify us immediately if you suspect your User Account or any PayRewards Account has been compromised, hacked or the subject of a scam, phishing attempt, or fraudulent or illegal activity.

Payments

Request to use Payment Services

22. If you have a verified PayRewards Account, you may from time to time, give us a Payment Instruction requesting that we provide the Associated Business with a Payment Service.
23. By giving us a Payment Instruction, you agree that the Payment Service we may provide to you in accordance with that Payment Instruction will be subject to these Terms. Each Payment Service we provide to you constitutes a separate agreement between you and us.
24. You acknowledge that these Terms do not constitute an agreement in advance to accept future Payment Instructions, and any transfer of funds is subject to your acceptance of these Terms at the time of submitting the Payment Instructions and our acceptance of your Payment Instruction.

Payment Services

25. We process Invoice Amounts to Nominated Payees on your behalf via the Platform, in accordance with your or your Authorized Payer’s Payment Instruction (Payment Service). This includes the Employer Payment Processing Service.
26. We will only process Eligible Payments. You must only use the Platform to make payments for business expenses, and not for any non-business-related purpose.
27. You must fund payments which you instruct us to make from an Approved Payment Method. In particular, we will not accept payments sourced from foreign bank accounts, foreign cards or cash.
28. To initiate a payment, you must submit a Payment Instruction via the relevant PayRewards Account. You must provide us with the information requested in the Payment Instruction for us to make the payment to the Nominated Payee, including but not limited to your details, the amount, the payment reference, Nominated Payee routing number or bank account number.  You give us permission to store this information for the purpose of future Payment Instructions. For the avoidance of doubt, we will not debit any amount from an Approved Payment Method without a Payment Instruction, and will not process any instruction that is not for an Eligible Payment.
29. When you submit a Payment Instruction, you authorize us to pay the Nominated Payee on your behalf. You are responsible for ensuring that your Approved Payment Method has sufficient credit or funds (to cover both the Payment Instruction and our Fees) before submitting a Payment Instruction.
30. You are solely responsible for ensuring that the Payment Instruction is accurate and complete, and does not include any erroneous information (including but not limited to the name and account details of the Nominated Payee, the Invoice Amount(s), the date for payment, and method of payment, delivery address (if applicable)). We will not be liable for any payment made in accordance with details provided by you in a Payment Instruction and you indemnify PayRewards against any costs or losses incurred by you or by the Nominated Payee as a result of you providing incorrect information in a Payment Instruction.
31. Subject to your Approved Payment Method having sufficient funds, Payment Instructions are ordinarily completed on or before two business days after the date of the Payment Instruction (T+2). We will not process a Payment Instruction before receiving cleared funds, or outside of normal banking transaction hours or on any day that trading banks or card schemes are not open for business. If we receive a Payment Instruction outside normal banking hours, we will process the Payment Instruction on the next day the relevant trading bank(s) or card scheme(s) is open for business. We are not liable or responsible for any delay, postponement or rejection of a Payment Instruction, including any cost, loss or damage incurred as a result of any late payment to a Nominated Payee.
32. We reserve the right to refuse, postpone any Payment Instruction or request further information in respect of any Payment Instruction, at any stage of the transaction process for compliance or legal reasons, including if you are in default of these Terms, in our absolute discretion. If we have deducted the Invoice Amount and Fee from your Approved Payment Method and subsequently refuse to finalize the Payment Instruction, we will refund the Invoice Amount and may, in our sole discretion, refund the Fee.
33. We do not guarantee that any Payment Instruction will be executed, accepted or recorded. You agree that we will not be liable in respect of any failure, refusal or postponement of a Payment Instruction. If we refuse or postpone a Payment Instruction, we will contact you to advise you of the refusal or postponement but are not required to provide you with any reason.
34. You acknowledge that we may use third party service providers to complete a Payment Instruction and that you may be required to agree to the terms and conditions of a third-party service provider for us to provide you with the Service.

ACH Payments

35. Customer authorizes PayRewards to initiate debit and credit entries to the deposit account(s) provided by Customer via the Automated Clearing House (ACH) network, for purposes of collecting or disbursing funds in connection with Services provided under these Terms. Customer represents that each such deposit account is established for business purposes and not for personal, family, or household use. The parties understand and agree that all Payment Instructions must comply with the Operating Rules of the National Automated Clearing House Association (NACHA) and each Nominated Payee must agree to be bound by such NACHA Operating Rules.

Other Services

Employer Payment Processing

36. We may provide the Employer Payment Processing Service upon your request and our approval, as part of the Payment Service in accordance with the additional terms and conditions in the Employer Payment Processing Service Addendum. We do not provide a guarantee that the Employer Payment Processing Service will be available.

Strategy Advice

37. Upon your request, we may provide you with Strategy Advice to maximise the benefit that your business may gain from using PayRewards Loyalty Program, Approved Payment Rewards Programs and Partner Rewards Programs. Any Strategy Advice is based on and limited by the information you provide to PayRewards about your business, our knowledge of PayRewards Loyalty Program and our research regarding Approved Payments Rewards Programs and Partner Rewards Programs. It is your responsibility to consider whether the Strategy Advice is appropriate for your business, and PayRewards is not liable for any loss or damage suffered as a result of acting upon such Strategy Advice.
38. We also provide the PayRewards Loyalty Program to Users.

Approved Payment Methods

39. A User may link one or more than Approved Payment Method to a PayRewards Account, subject to:
    1. the User having authority, from the Associated Business, to access and use the Approved Payment Method, including to make payments via the Platform;
    2. the User agreeing to the Terms; and
    3. PayRewards’ sole discretion, which may be exercised to refuse the request to link an Approved Payment Method for any reason.
40. You are responsible for ensuring that the issuer of your Approved Payment Method will fulfil payments required to complete a Payment Instruction authorized by you.
41. We are not liable for any failure of the issuer of your Approved Payment Method. You acknowledge that the issuer of your Approved Payment Method may not permit you to process payments via the Platform, and you are liable for any and all expense, damage or loss incurred by us in the event of the misuse or unauthorized use of your Approved Payment Method and agree to indemnify PayRewards in relation to any loss, costs incurred by you, or any claims made against you, which are connected with or flow from any action or failure to act by the issuer of your Approved Payment Method.
42. You are deemed to have provided us with unconditional authorization for your Approved Payment Method to be debited or charged with the Invoice Amount and the corresponding Fees when you submit a Payment Instruction.
43. You are responsible for ensuring that any Payment Instruction submitted from your PayRewards Account, the reason for the Payment Instruction and the Nominated Payee are permitted under the terms of your Approved Payment Method including prohibitions imposed by card issuers, and prohibitions imposed by account providers, which relate to your use of an Approved Payment Method.
44. We are not liable for any loss or damage suffered by you, or any claim made against you, in relation to any fraudulent or non-permitted use of your User Account, PayRewards Account or Approved Payment Method. You must notify us immediately if any Approved Payment Method is compromised, including for example if your Valid Card is lost or stolen or your Bank Account details have been hacked, by contacting us. If we receive such notice, you authorize us to take reasonable steps to cancel any pending Payment Instructions using that Approved Payment Method and that we may refuse to accept new Payment Instructions using that Approved Payment Method.
45. PayRewards may refuse to add a Bank Account or Valid Card and may place conditions or restrictions on a User’s ability to add an Approved Payment Method, in its sole discretion.
46. You are responsible for ensuring that the details of any Approved Payment Method that you link to any PayRewards Account are correct.
47. You represent and warrant that you are authorized to access and use any Valid Card and/or Bank Account that you link to your PayRewards Account. You represent and warrant that each (a) Bank Account is established for business purposes and not for personal, family, or household use; and (b) Valid Card that is a debit card is linked to a deposit account that is established for business purposes and not for personal, family, or household use.
48. You agree that any payment initiated from your PayRewards Account to complete a Payment Instruction, including in accordance with a direct debit authority, and the subsequent remittance to the Nominated Payee, is based on your instruction and done on your behalf, and that you are responsible for the transaction. 

Nominated Payees

49. PayRewards reserves the right to determine the categories of Nominated Payees that PayRewards may agree to pay on an Associated Business’ behalf. PayRewards may, but is not required to, publish these on the Platform, from time to time. We will not change any category of Nominated Payee without at least 14 days’ notice, unless we are required to make such change to comply with our legal obligations, contractual obligations with a third party, or to otherwise manage a risk to PayRewards.
50. You may add or remove a Nominated Payee via the functionality contained in the Platform. When adding a Nominated Payee, you must provide PayRewards with the information that PayRewards requests in relation to the Nominated Payee. Such information may include, but is not limited to:
    1. the Nominated Payee’s legal name, trading name, address, phone number, email address and other contact details;
    2. if the Nominated Payee is not an individual, an individual’s contact name and details;
    3. the Nominated Payee’s bank account details (for fund transfers) or other payment details; and
    4. the Nominated Payee’s TIN.
51. We retain the right to disclose to Valid Card Providers any information we collect in relation to Nominated Payees to enable us to comply with the law and our third-party contractual obligations. To the extent applicable, you agree to inform Nominated Payees that we will collect and disclose such information.
52. PayRewards may, in its sole and absolute discretion and without providing any reasons, reject a Nominated Payee.

How we make payments

53. In relation to Payment Instructions, PayRewards remits the Invoice Amount to the Nominated Payee after it has received the Invoice Amount plus applicable Fees from the nominated Approved Payment Method. Payments processed via the Platform will appear on the Approved Payment Method account as a “purchase” from PayRewards.
54. You acknowledge and agree that when you make a payment, PayRewards will charge your Valid Card or Bank Account (depending on the Approved Payment Method selected on your Payment Instruction) for the Invoice Amount plus any related Fees.
55. We use third-party services providers to process Payment Instructions. We have no control over third-party providers we engage and are not responsible for any delay in processing a Payment Instruction caused by a third-party provider, including but not limited to the merchant facility we use to process Valid Card transactions, the issuer of your Approved Payment Method or any other payment service provider.

Invoice Amounts held on trust

56. We hold all Invoice Amounts cleared and deducted from your Approved Payment Method on trust for you, and for the sole purpose of completing the Payment Instruction, until the Payment Instruction has been remitted to your Nominated Payee. These funds are held in a segregated account with our settlement bank (Regent Bank), which is used solely for the purpose of remitting customers’ Invoice Amounts to their Nominated Payees. While these funds are held on trust for you, and until either remitted to your Nominated Payee or returned to you, we expressly acknowledge and agree that we will not use the Invoice Amounts for any other purpose.
57. If the funds are not paid to the Nominated Payee in accordance with the Payment Instruction for whatever reason, including but not limited to if we refuse to complete a Payment Instruction, the Invoice Amount will be returned to the Approved Payment Method from which the funds came.
58. For the avoidance of doubt, Fees paid in relation to a Payment Instruction are paid to us and are not held on trust for you.

Cancelling or refunding payments

59. Whether or not a Payment Instruction can be cancelled depends on the status of that Payment Instruction, including the status of the funds associated with that Payment Instruction. In respect of the status of funds, when PayRewards receives funds in respect of a Payment Instruction, will depend on the Approved Payment Method used. The table below sets out further detail on the cancellation of Payment Instructions.

59. Where PayRewards has a right to retain Fees in respect of any cancelled Payment Instruction as set out in the table above, PayRewards may, in its sole discretion, elect to return the Fees (or part thereof) to you.
60. You acknowledge that any remittance of an Invoice Amount in accordance with a Payment Instruction is done on your behalf. If you have a dispute with the Nominated Payee concerning a payment or transaction after a Payment Instruction has been processed, you are solely responsible for recovering any amount that you wish to recover from a Nominated Payee. You release and indemnify us from and against any dispute or claim arising from a payment to a Nominated Payee made pursuant to a Payment Instruction.
61. You acknowledge that any Invoice Amount paid to us that is subsequently disputed or reversed, or which we are required to refund to you by the issuer of the Approved Payment Method, may not be forwarded to, or may be recalled by us from, the Nominated Payee. If your intended payment to the Nominated Payee is stopped or recalled or recovered by us, you may still be obliged to pay such Invoice Amount to the Nominated Payee under the terms of your agreement with the Nominated Payee. If we are unable to recall or recover funds that have been disputed or reversed, you are responsible and liable to pay us any outstanding amounts owed to us, which may include but are not limited to Fees for processing the relevant Payment Instruction.

Chargebacks & Reversals

63. You acknowledge that if the funds you pay to PayRewards for us to complete a Payment Instruction are not received by us in cleared funds, or are reversed or charged back, we may suffer loss and damage in an amount not less than the applicable Invoice Amount and Fees.
64. To the extent permitted by law, and to the extent permitted by PayRewards agreements with its banks, card issuers, merchant facility providers and other third parties, you agree not to seek a credit card chargeback or payment reversal in respect of any payment made to PayRewards which relates to a Payment Instruction.
65. You indemnify PayRewards for any loss, cost, expense or damage which we incur due to a payment or debit being reversed, charged back or otherwise not received by PayRewards, and without limitation, you agree to compensate PayRewards for an amount equal to the Invoice Amount that was reversed, charged back or not received plus associated Fees.
66. PayRewards may, in its sole and absolute discretion, charge your Approved Payment Method for the amounts which we are entitled to recover pursuant to our right to be indemnified under clause 60.

PayRewards Loyalty Program

67. You are automatically able to access the PayRewards Loyalty Program when you successfully open a User Account. You may terminate your membership in the PayRewards Loyalty Program by closing your User Account.

How to earn PayRewards points

68. PayRewards Points are issued to the User at the PayRewards Points Earn Ratio as a result of the Associated Business making Eligible Payments via the Platform and paying the relevant fee (as applicable). You may also receive PayRewards Points as a result of a transfer from another User.
69. The PayRewards Fee and resulting PayRewards Points Earn Ratio will depend on the option selected by the Associated Business when it submits a Payment Instruction. Before the Associated Business confirms an instruction to make an Eligible Payment, we will ask it to select one of the PayRewards Fee tiers.
70. Associated Business’ earn PayRewards Points resulting from use of the Services, we will update the User Account, that is the Account Owner, with the PayRewards Points earned.
71. We do not guarantee that PayRewards Points will be earned in relation to an Eligible Payment made by the Associated Business. We reserve the right to reverse or cancel any PayRewards Points which are credited to a User by mistake, or which were otherwise “earned” or allocated in a manner that does not accord with these Terms. We will not charge for any PayRewards Points that are not allocated to you and may, in our discretion, refund a pro-rata portion of the Fees paid by you.
72. PayRewards Points may be subject to personal income or other tax assessment, including in relation to any associated business activities. Users are advised to check with their accountant or tax adviser for further information. You are liable for any and all taxation implications relating to your participation in PayRewards which may result from you receiving and/or using PayRewards Points or other benefits, including those associated with PayRewards Partners, as a result of your participation in PayRewards.
73. PayRewards Points will not be earned in relation to any payments or debits that are cancelled or reversed. If PayRewards Points have already been issued to your User Account in relation to a cancelled or reversed payment or debit made by the Associated Business, we cancel those PayRewards Points in our sole discretion.

Transfer Of PayRewards Points

74. You may request that we transfer a portion of your PayRewards Points to another User, which request we may refuse in our sole discretion.
75. You are prohibited from charging the recipient User for any transfer of PayRewards Points in any way, and agree and acknowledge that a transfer to another User will be treated as a gift and cannot be reversed.

How To Redeem PayRewards Points and Rewards

76. Your PayRewards Points can be exchanged for Rewards at any time in the following ways, as available from time to time:

76. We may specify exclusions and conditions (for example holding a membership with the relevant PayRewards Partner) for any Reward, and we may change these from time to time by providing you with reasonable advance notice, unless this is not possible or a shorter period is required to protect our legitimate business interests.
77. Users acknowledge that:
    1. PayRewards Points cannot be converted to or exchanged for money;
    2. the amount of PayRewards Points that must be redeemed to obtain a Reward will be that which is displayed or otherwise notified to you immediately before redemption or exchange;
    3. all reasonable efforts will be made to ensure that information in relation to Rewards is correct, but except to the extent required by applicable law, PayRewards accepts no liability for the lack of completeness or correctness of such information;
    4. some Rewards may be limited in stock;
    5. some Rewards may only be offered for a limited time;
    6. Partner Rewards are subject to the terms and conditions of the relevant PayRewards Partner and may be subject to additional obligations, including holding an account with the PayRewards Partner;
    7. additional terms and conditions of Third Party Sellers or other third party service providers or suppliers may apply to the Reward that you are seeking to acquire via a Custom Redemption;
    8. availability of some Rewards may be subject to capacity controls by third parties;
    9. redemptions of PayRewards Points are irreversible; and
    10. PayRewards Points cannot be directly exchanged for USD payable to you.
78. Users redeem PayRewards Points to obtain Rewards, including Custom Redemptions, at their own discretion. PayRewards does not give any warranty or make any representation in relation to the underlying value of the PayRewards Points or any Rewards (other than the face value of gift cards denominated in dollars).

Rewards Store

80. You must be the User Account holder to purchase Rewards using your PayRewards Points. You must not shop on behalf of another User or enable another person to access your User Account to shop on your behalf.
81. The price of each Reward on the Platform is displayed in PayRewards Points. There may be an additional USD charge for delivery, which you will be notified of before you commit to purchase a Reward.
82. The promotion of a Reward in the Platform does not constitute an offer to sell by PayRewards. It is an invitation for you to make an offer to a Third Party Seller only, which is the party you ultimately contract with to acquire the Reward (the Order). If you proceed to make an offer to purchase a Reward, there may be additional terms and conditions imposed by the Third Party Seller, including delivery and other charges, that apply to the Third Party Seller’s acceptance of your Order.
83. Rewards that are displayed in the Platform are not reserved, and an Order is only finalized once you have received confirmation that your Order is being fulfilled. We will only process an Order if your PayRewards Points Balance is sufficient to cover the purchase, and you have provided an Approved Payment Method and authorization to deduct from that Approved Payment Method to pay for any associated payment.
84. After PayRewards confirms that you have a sufficient PayRewards Points Balance for an Order, we will send the Order to the relevant Third Party Seller of the Reward for confirmation. The Third Party Seller may accept or reject your Order. If the Third Party Seller accepts your Order, we will confirm the Order by sending you an email to the email address that we have on file. If the Third Party Seller rejects your Order, we will redeposit the PayRewards Points that were credited from your User Account in respect of the Order and refund any USD charged for shipping to your Approved Payment Method.
85. You must carefully review your Order before submission. You are responsible for any discrepancies or errors in your Order caused by you.
86. We reserve the right to verify an Order, and to reject or cancel any Order made by you in our absolute discretion. There may also be circumstances where we are unable to fulfil your Order. If we reject or refund an Order, we will refund all PayRewards Points and any money (USD) charged from your Approved Payment Method. We are not required to provide you with reasons as to why any Order was rejected or cancelled.
87. We do not make any representations, warranties or guaranties that the Rewards displayed for purchase in the Rewards Store will be available. The Rewards may become unavailable at any time for reasons beyond our control. If a Reward becomes unavailable after you have submitted an Order, we will refund all PayRewards Points and any USD charged from your Approved Payment Method in full.
88. All payments, including payments in PayRewards Points and those in USD, must be received in full before a Third Party Seller dispatches or issues a Reward.
89. Any purchase of a Reward will include sales or use tax, or other similar taxes or charges, where applicable.

Partner Rewards

90. We partner with PayRewards Partners to enable Users to exchange PayRewards Points for Partner Rewards.
91. To exchange PayRewards Points for Partner Rewards, you must be a member of the Partner Rewards Program, and provide us with your membership account information. We rely on the membership account information that you provide to us. We are not liable for any loss resulting from you providing incorrect membership information and will not refund PayRewards Points exchanged.
92. You acknowledge that:
    1. you are responsible for providing the correct membership information, including but not limited to your Partner Rewards Program membership number;
    2. the issue of Partner Rewards to your Partner Rewards account is managed by the relevant PayRewards Partner, and a PayRewards Partner may choose not to credit Partner Rewards in certain circumstances (for instance, if your Partner Rewards account is inactive);
    3. we are not responsible for, and have not made any guarantee or warranty in relation to, PayRewards Partners or other benefits that you may receive from PayRewards Partners;
    4. we are not representatives of PayRewards Partners. It is your responsibility to read any terms and conditions that apply to a Partner Rewards Program; and
    5. we are not responsible or liable for any failure in relation to your Valid Card or Partner Rewards Program.
93. We do not have oversight of PayRewards Partners, including in relation to their solvency or the value of the Partner Rewards that you are acquiring in exchange for PayRewards Points. Your request to exchange PayRewards Points for Partner Rewards is at your sole discretion and risk, and PayRewards is not liable for any fluctuation in the value of a Partner Reward.
94. Information that we provide in relation to a Partner Rewards Program has been obtained from the PayRewards Partner. We are not responsible for any misrepresentation or false information obtained from a PayRewards Partner.

Custom Redemptions

95. You may instruct PayRewards to act as your agent to source a Reward from a third party that is not available on the Rewards Store. PayRewards will then make payment in fiat currency to the relevant Third-Party Seller and deduct the relevant number of PayRewards Points from your User Account.
96. When you use Custom Redemptions, you acknowledge and agree that:
    1. PayRewards is acting as your agent and is not a party to the contract with the third party supplier or service provider;
    2. PayRewards does not guarantee that it will be able to source or purchase any good or service;
    3. PayRewards does not make any representation in relation to, nor is it responsible for, any Reward purchased or received using Custom Redemptions; and
    4. You authorize and consent to PayRewards entering into terms and conditions with a third party supplier or provider as your agent as necessary for the purchase of a Reward via a Custom Redemption.
97. Before confirming an Order made via Custom Redemptions, PayRewards will confirm the number PayRewards Points required for the purchase, any additional USD charge that may apply and any applicable third-party terms and conditions. You must consent to PayRewards submitting the Order with the relevant third party on your behalf before we place an Order when using Custom Redemptions.

Gift Cards and Vouchers

98. Redemption of PayRewards Points for gift cards and vouchers will be subject to you accepting, and complying the relevant Third Party Seller’s terms and conditions. Gift cards and vouchers are valid for the period specified by the relevant Third Party Seller in the product description and must be used before the expiry date or end of the period detailed in the gift card or voucher.
99. A gift card or voucher cannot be exchanged for money. Gift cards or vouchers cannot be replaced if lost, stolen, damaged or destroyed unless the relevant Third Party Seller’s terms that relate to the gift card or voucher provide otherwise.

Rewards and Third-Party Sellers

100. We may engage Third Party Sellers and other third-party service providers to offer or facilitate Rewards, including via the Rewards Store and/or Custom Redemptions. The relevant Third Party Seller will be listed or otherwise disclosed in relation to each Reward.
101. Where we do so, although we facilitate the transaction to purchase a Reward, PayRewards is not the buyer or the seller of a Reward. The contract formed at the completion of a sale for a Reward is solely between you and the applicable Third Party Seller or PayRewards Partner. PayRewards is not a party to the contract and takes no responsibility for the sale of Rewards by Third Party Sellers.
102. Third Party Sellers may have their own terms and conditions that you will be required to agree to and comply with. If you do not agree to the relevant third party’s terms and conditions, we/they may not be able to provide you with the relevant service, including but not limited to access to a PayRewards Partner Reward and Custom Redemptions.
103. You agree that as a facilitator for independent Third Party Sellers, including in our role as agent when providing Custom Redemptions, we are not responsible for the transactions that occur between you and the Third Party Seller. The relevant Third Party Seller is responsible for the sale of a Reward and for dealing with any claims or any other issue that you have which relate to the contract between you and the Third Party Seller to purchase the Reward.
104. We do not guarantee or warrant the performance of any third party. You acknowledge that a third party may suspend or terminate your ability to access their service without notice or may suspend or terminate its arrangement with PayRewards at any time. If a third party suspends or terminates its arrangement with us, we will not be able offer the service that relies on that service provider, for example Gift Cards.
105. We are not liable or otherwise responsible for the action of any third party, or any loss or damage which flows from the third party’s services.

Points plus Pay

106. In certain circumstances, Users may request to acquire eligible Rewards using a combination of PayRewards Points and USD sourced from an Approved Payment Method (Points Plus Pay). Points Plus Pay Redemptions are subject to our absolute discretion and, we do not guarantee the availability of Points Plus Pay in respect of any particular Reward.
107. Users who wish to request a Points Plus Pay Redemption should submit a request via our Platform. Further terms and conditions relating to a Points Plus Pay Redemption request will be communicated to the User at such time and must be agreed to prior to a Points Plus Pay Redemption request being accepted.
108. For the avoidance of doubt, payments made using Points Plus Pay which are made in the User’s individual capacity will not earn PayRewards Points.

Responsibility and Information in relation To Rewards

109. The information we provide about Rewards is based on information provided by Third Party Sellers, suppliers and/or product manufacturers. Except as required by applicable law, we are not responsible for any inaccuracies or errors in our description of Rewards, or incorrect information published by us, if it is a result of information supplied to us by a Third Party Seller.
110. You acknowledge and agree that you are responsible for verifying information displayed in relation to a Reward, including Partner Rewards, and that you will assess the suitability of a Reward before you submit or confirm an Order.
111. We take all reasonable steps to depict Rewards available in the Rewards Store using accurate images and descriptions of the Rewards. However, occasionally a Reward actually delivered may vary to a small extent in appearance from the image displayed in the Rewards Store. You acknowledge that there are certain limitations in relation to photographic representations on screen and that we are not liable for such small variations.

Cancellation and returns of Rewards

112. Once you have received an email from a Third Party Seller confirming your Order to purchase a Reward, you are unable to cancel or change that Order, unless stated otherwise in the Third Party Seller’s terms and conditions.
113. If you have any issue with your Order after it has been accepted by a Third Party Seller, you must contact the relevant Third Party Seller and follow the returns process outlined in the Third Party Seller’s terms and conditions.
114. A Third Party Seller may cancel an Order in accordance with the Third Party Seller’s terms and conditions. The actions of Third Party Sellers are beyond our control and we are not responsible for any cancellation made by a Third Party Seller. If a Third Party Seller cancels your Order, any PayRewards Points will be recredited to your User Account and payment made from your Approved Payment Method will be refunded.

Shipping and Delivery of Rewards

115. Subject to these PayRewards Terms, a Reward will be shipped and delivered in accordance with the Third Party Seller’s terms and conditions, which will be provided to you by the Third Party Seller in the confirmation email.
116. Third Party Sellers will set their own delivery time frames, which will be set out in the Third Party Seller’s terms and conditions or otherwise communicated to you by the Third Party Seller. You are responsible for meeting any requirements set by the Third Party Seller in respect of delivery.
117. Third Party Sellers utilize their own shipping and distribution networks and may charge different rates for shipping goods. You will be advised of these costs before a transaction to purchase a Reward is finalized.
118. We may share your residential address that you provided to us when you signed up for PayRewards (or that you have subsequently updated) with the relevant Third Party Seller. You may also be prompted by the Third Party Seller to confirm or provide your address for delivery. It is your responsibility to provide the correct address for delivery.

Complaints or Problems with Rewards

119. If you have a complaint or problem with a Reward that has been delivered, you must seek to resolve the issue directly with the Third Party Seller in accordance with the Third Party Seller’s terms and conditions. Similarly, if you have any issue with a Partner Reward, you must seek to resolve the issue with that PayRewards Partner directly.
120. If you have attempted to resolve your issue with the Third Party Seller and have been unsuccessful, you may contact us and we may choose to assist you to contact the Third Party Seller. You may also submit a complaint in accordance with our dispute resolution procedure.

Consumer Guarantees on Rewards

121. Some Rewards acquired via the Platform or the Custom Redemptions service come with guarantees that cannot be excluded under applicable law. In the event that a Reward is covered by a guarantee provided by law, your remedies are limited to repair, replacement or refund from the Third Party Seller at the sole option of the Third Party Seller.
122. Any product warranty given by a Third Party Seller will apply in addition to other rights and remedies you may have under applicable law. Where applicable, you may make a claim in relation to goods that are faulty in accordance with the applicable Third Party Seller’s terms and conditions. Because we are not a party to the contract between you and the Third Party Seller in relation to the Reward purchased by you, we are not able to enforce any of your rights against the Third Party Seller on your behalf.
123. Rewards that you purchase from the Platform that you acquire using the Custom Redemptions service may contain warranty documents on or inside the packaging provided by the manufacturer of the product. Any such warranty documents are not given by PayRewards. Some warranty documents provided by manufacturers of imported goods may not apply in the United States. You should contact the manufacturer identified on the warranty document to determine whether or not the warranty applies to the goods in the United States and, if so, how you should go about making a claim under such a warranty.

Expiration and Cancellation Of PayRewards Points

124. Your PayRewards Points balance will expire:
     1. upon termination of your User Account; or
     2. if you or any PayRewards Account in respect of which you are the Account Owner, does not engage in a Relevant Activity for a period of 18 consecutive months or more.
125. If we form the view that PayRewards Points have been earned from misuse of the Platform or our Services, in breach of these Terms or any of applicable third-party terms and conditions, or otherwise as a result of fraud or misconduct, we may cancel those PayRewards Points in our sole discretion.
126. If your User Account or any PayRewards Account in respect of which you are the Account Owner, is suspended in accordance with these Terms, your PayRewards Points will not be redeemable during the suspension, but will not be cancelled.
127. PayRewards Points will not be re-credited after they have expired or have been cancelled.

Continuation Of PayRewards Loyalty Program

128. PayRewards gives no warranty and makes no representation as to the continuing availability of the PayRewards Loyalty Program, including access to services provided as part of the PayRewards Loyalty Program, and may suspend or terminate the PayRewards Loyalty Program at any time. We reserve the right to cease providing, or to modify, the PayRewards Loyalty Program, the Rewards Store and/or Custom Redemptions, including updating the Rewards available, adding or removing Rewards Partners, amending the price of Rewards or the conversion ratio for Partner Rewards, at any time.
129. We will give at least 35 days’ written notice to Users of the termination or suspension of the PayRewards Loyalty Program, except if PayRewards ceases to provide the Services in which case it will cease immediately. Upon termination of the PayRewards Loyalty Program, your PayRewards Points balance will expire.
130. Your access to the Rewards Store may otherwise be suspended or restricted in accordance with the Terms, and as necessary for our business operations including without limitation to allow for repairs, maintenance or the introduction of new features or services.

Approved Payment Rewards Program

131. You may also earn points from an Approved Payment Rewards Program on completed Eligible Payments. For example, you will earn Amex points when you use your American Express Card to make a payment via the Platform.
132. To earn reward points from an Approved Payment Rewards Program via the Platform, you are required to be a member of that Approved Payment Rewards Program and not be in breach of the terms and conditions that apply to that Approved Payment Rewards Program.
133. We do not guarantee that reward points for an Approved Payment Rewards Program will be earned in relation to a Payment Instruction. You agree that the existence or extent of benefits (including but not limited to reward points) from using a Valid Card will depend on the terms and conditions relevant to the relevant Approved Payment Rewards Program and the Valid Card.
134. We are not responsible or liable for any failure by you, or by the Approved Payment Rewards Program provider, in relation to the provision of the Approved Payment Rewards Program or issuing of reward points, including points not being issued to you as a direct or indirect result of your failure to ensure that your information is correct and updated.
135. We are not agents or representatives of the third-party Approved Payment Rewards Programs. It is your responsibility to read any terms and conditions that apply to an Approved Payment Rewards Program, and you indemnify us in relation to any loss or damage that we suffer as a result of you breaching any such terms and conditions.
136. Information that we provide to you, including on our Website, in relation to an Approved Payment Rewards Program has been obtained or provided to us from third-party providers. We are not responsible for any misrepresentation or false information obtained from, or provided to us, by third parties.
137. You must not use or exploit our Services or Platform to knowingly make a false claim for any benefit under an Approved Payment Rewards Program.
138. You acknowledge that we may be required to have discussions with and disclose your information to the provider of an Approved Payment Rewards Program for the purposes of resolving any complaint or claim made by you or verifying your membership account, and authorize us to do so.

Fees

139. You agree that you will pay our Fees as charged from time to time as consideration for PayRewards providing the Services.
140. We may decrease or waive a Fee for promotional purposes from time to time, in our discretion.
141. We may change the Fees payable for the Services from time to time and will provide at least seven (7) days notice of any Fee increase.

Service Fees

142. We will charge Service Fees for each Payment Instruction submitted by you. The Service Fees will be charged in addition to the Invoice Amount charged to or debited from your Approved Payment Method.
143. The Service Fees charged will be in accordance with the Pricing Schedule, as varied from time to time.
144. For the avoidance of doubt, the Service Fee charged for a transaction is in consideration for the Payment Service that we provide to you and is not a fee or cost imposed by any PayRewards Partner.

Delivery Fee

145. We will charge the Delivery Fee in respect of certain methods of delivering the Invoice Amount to the Approved Payee. The Delivery Fee is a flat fee charged in addition to the Service Fee.

Other fees

146. We are not liable to pay any fees associated with your Approved Payment Method. We will pass on any fee charged by the issuer of your Approved Payment Method and paid by us in processing the Payment Instruction.
147. You agree to pay any additional fee charged by a third party and paid by us in relation to processing a Payment Instruction, including but not limited to any dishonor fees, and instruct us to deduct the amount of any such fee directly from your selected Approved Payment Method.

General Terms of Use

148. You will not, and you will not permit any other person (including but not limited to any Authorized Payer) to:
     1. use or access the Website, Platform or Services in a way that infringes our intellectual property rights or the intellectual property rights of any other person;
     2. use or access the Website, Platform or Services in a way that breaches a term of an agreement between you and a third party, including the provider of an Approved Payment Method, Approved Payment Rewards Program, or Rewards Partner Program;
     3. use any virtual private network or anonymous network or protocol to access the Website, Platform or Services;
     4. use any method or process to consolidate or combine the Website or Platform with any other content, data, information, image or material;
     5. decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense or otherwise attempt to construct or identify the source code, formulas or processes used by the Website or the Platform;
     6. do anything which will or may damage, disrupt access to or interfere with the proper operation of the Website or the Platform for any period of time;
     7. knowingly introduce viruses, Trojans, worms, bots, logic bombs or other malicious software to the Website or Platform;
     8. do anything which will or may place an unreasonable load on the infrastructure of the Website or Platform;
     9. post, distribute or send any ‘spamming’ material or any other form of bulk communication on or via the Website or Platform;
     10. use the Website, Platform or Services to transmit any material which contains viruses or other computer codes designed to interrupt, limit or destroy the efficient operation of the Platform;
     11. impersonate any person or entity;
     12. use the Website, Platform or Services for any unlawful purpose, including (without limitation) any act or omission carried out for the purpose of money laundering or terrorism financing;
     13. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction or data harvesting) on, or in relation to, the Website or Platform;
     14. otherwise use the Website, Platform or Services for any purpose that may harm PayRewards’ reputation or the reputation of a PayRewards Partner; or
     15. act upon a communication or notice if you are uncertain or suspicious about its authenticity.

Prohibited Uses

149. The Platform is intended to be used by Customers for business purposes only and not for personal, family or household purposes. The Platform must not be used for any other purpose, including but not limited to investment, trading, gambling, activities relating to a Prohibited Industry or any other purpose that may increase the risk of the Platform being used to launder money or finance terrorism, or be used to deal in the proceeds of crime.
150. You must not use the Platform to make a Prohibited Payment, or to pay yourself or a relative. If you are a company, you must not use the Platform to make a payment to a subsidiary or related entity, shareholder, director or associate. You must not use the Platform to make Employment Payments unless you are enrolled in the Employer Payment Processing Service.

Customer Representations

151. You acknowledge, represent and warrant that:
     1. you will use the Website, Services and/or Platform in accordance with these Terms and the Rules;
     2. you have established, and will use the PayRewards Account and Payment Services, for business purposes only and not for personal, family or household purposes;
     3. if you are an individual, you are 18 years or older, a U.S. resident with an address inside of the 50 United States, Washington, D.C., or a U.S. military location and capable of entering into a legally binding agreement;
     4. if you are a corporation, limited liability company, partnership, association, or sole proprietorship, you are duly constituted and registered and possess the requisite power to enter into these Terms, and any individual entering into these Terms on your behalf is authorized to do so;
     5. all Authorized Payers have been validly appointed by the Customer, and the Customer will immediately notify PayRewards if a person ceases to be an Authorized Payer;
     6. you are not using an anonymous network to access the Website, Platform or Services;
     7. you will immediately notify us if you suspect User Account or any PayRewards Account has been compromised, hacked or the subject of a scam, phishing attempt, or fraudulent or illegal activity;
     8. all information you have provided to us is correct, current and complete at the date provided, and you will promptly notify us of any error or changes to such information;
     9. you will disclose any matters to us that may affect the operation of these Terms or your ability to comply with them;
     10. you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation anti-money laundering and counter-terrorism financing laws and any relevant data protection or privacy laws);
     11. you are solvent and can pay your debts as and when due and no steps have been taken to place you into bankruptcy, voluntary administration, liquidation, receivership or a similar proceeding;
     12. your use of the Website, Platform and/or Services, including the submission of Payment Instructions, does not infringe the rights of any third party or breach any applicable law;
     13. you are authorized to initiate Payment Instructions and to use the Approved Payment Methods;
     14. you will not use the Website or Platform to make a Prohibited Payment or for any illegal or improper purpose including money laundering, tax evasion or the financing of terrorist activities;
     15. you will not use the Platform to pay for goods or services that have not yet been received or delivered, or to pay for goods or services that otherwise breach the conditions in relation to the use of your Approved Payment Method;
     16. you will not sell, assign, transfer or acquire, or offer or attempt to sell, assign, transfer or acquire any PayRewards Points other than in accordance with the Terms and you will not sell or attempt to sell PayRewards Points for USD or other currency to any third party; and
     17. you have regular access to the internet and consent to us providing you any information, including notice, via the Website or Platform. We may also contact you at the email address provided with your Payment Instruction. By providing a mobile telephone number in connection with this User Account you expressly permit PayRewards to use that number to contact you. Contact includes receiving messages from PayRewards and their authorized agents, including prerecorded and text messages, and calls with an automatic telephone dialer (autodialer). It is your responsibility to ensure that your contact details are current and up to date at all times and to check for communications and information from us.

Your relationship with Payrewards

152. In relation to our Payment Service, you acknowledge that our principal role is to receive payments from your nominated Approved Payment Method, and to remit the Invoice Amount in accordance with a Payment Instruction to a Nominated Payee on your behalf. PayRewards is not:
     1. acting as trustee on your behalf;
     2. your partner, employee, agent or joint venturer; or
     3. responsible in any way for the provision of goods or services by Nominated Payees to you or the operation of a Partner Rewards Program.
153. You acknowledge that PayRewards is not a bank or other financial institution.

Suspension and Termination of your PayRewards account

154. We may suspend or terminate your User Account or any PayRewards Account or your access to the Platform or otherwise refuse to provide our Services to you, at any time without notice if we reasonably believe that (x) you have breached or may breach these Terms (including, without limitation, a provision relating to the payment of Fees) or any applicable laws, (y) you have suspended payment of your debts or are or become unable to pay your debts when they are due, are presumed to be insolvent, or cease or threaten to cease to carry on business; or, if any security given to PayRewards in relation to your User Account or any PayRewards Account is revoked or unenforceable; or, (z) if we form the view acting reasonably that your User Account has been hacked or is otherwise being used for criminal activity.
155. Suspension or termination of your User Account or any PayRewards Account does not affect the payment of Fees or other amounts that you or any Associated Business may owe us, including for Services already provided. For the avoidance of doubt, we are not liable to you for any unused PayRewards Points in your User Account at the time of termination and your PayRewards Point Balance will be cancelled upon termination. If any PayRewards Account is suspended, we will immediately cancel all Payment Instructions associated with that PayRewards Account and will not accept the placing of further Payment Instructions. If we hold any cleared funds on an Associated Business’ behalf in relation to uncompleted Payment Instructions, the funds will be returned to the Approved Payment Method from which the funds came, minus Fees incurred.

No Guarantee

156. We take reasonable steps to ensure we can deliver the Website, Platform and the Services effectively, reliably and securely. However, we do not warrant, guarantee or represent that:
     1. the Website, Platform or Services, or any information or other material accessible through our Platform, will be uninterrupted, timely, reliable, secure, error-free or is free of any virus, worm, trojan horse or other harmful component;
     2. there will be operational stability, availability or continuation of the Website, Platform or the Services;
     3. the Website, Platform or our computer systems are safe from hacking; or
     4. your use of the Website, or the Authorized Payer’s use of the Website, Platform and the provision of the Services will not infringe the rights of any third party.
157. In addition, the Website, Platform and/or Services may be suspended or discontinued in our sole discretion, and may be inaccessible at times due to:
     1. down-time and/or maintenance of the Website or Platform and their functions, by us or by third party service providers;
     2. outages to the internet, networks or servers;
     3. equipment failure, including the failure of third-party systems; or
     4. a Force Majeure Event.
158. You acknowledge that we have not made any warranty that the Services and/or the Platform will be error free, and we are not required to notify you of any malfunction in the Website or Platform or if any Service is limited, restricted or ceases.
159. We do not warrant, endorse, guarantee or assume responsibility for any Reward, including Partner Rewards, PayRewards Partner or Third Party Seller. We are not a party to or in any way responsible for monitoring any transaction between you and a Third Party Seller.

Disclaimers and Limitation of Liability

160. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THESE TERMS, PAYREWARDS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE, PLATFORM AND SERVICES. PAYREWARDS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY. PAYREWARDS EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PAYREWARDS MAKES NO WARRANTY OR REPRESENTATION ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
161. ALL OF THE LIMITATIONS ON LIABILITY UNDER THIS SECTION ‘DISCLAIMERS AND LIMITATION LIABILITY’, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, APPLY (A) REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (B) REGARDLESS OF THE CAUSE OF THE DAMAGES, INCLUDING NEGLIGENCE; (C) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (D) WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR ANY REMEDIES HAVE FAILED THEIR ESSENTIAL PURPOSE; AND (E) TO ANY CLAIMS CUSTOMER MAY BRING AGAINST ANY THIRD PARTY TO THE EXTENT THAT PAYREWARDS, OUR AFFILIATES OR SERVICE PROVIDERS, AND ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, ADVISORS, EMPLOYEES, CONSULTANTS, CONTRACTORS OR REPRESENTATIVES, WOULD BE REQUIRED TO INDEMNIFY THAT THIRD PARTY FOR SUCH CLAIM.
162. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES TO LIMIT CLAIMS FOR DAMAGES (OR OTHER MONETARY RELIEF) AGAINST PAYREWARDS, OUR AFFILIATES OR SERVICE PROVIDERS, AND ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, ADVISORS, EMPLOYEES, CONSULTANTS, CONTRACTORS OR REPRESENTATIVES, TO DIRECT AND ACTUAL DAMAGES THAT ARE REASONABLY FORESEEABLE AND CAUSED DIRECTLY BY OUR BREACH OF THESE TERMS. THIS MEANS THAT CUSTOMER WILL NOT SEEK ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE, OR PUNITIVE DAMAGES FROM PAYREWARDS, OUR AFFILIATES OR SERVICE PROVIDERS, AND ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, ADVISORS, EMPLOYEES, CONSULTANTS, CONTRACTORS OR REPRESENTATIVES.
163. CUSTOMER AGREES THAT THE TOTAL LIABILITY OF PAYREWARDS, OUR AFFILIATES OR SERVICE PROVIDERS, AND ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, ADVISORS, EMPLOYEES, CONSULTANTS, CONTRACTORS OR REPRESENTATIVES, IS LIMITED TO (X) THE INVOICE AMOUNT OF THE PAYMENT INSTRUCTION(S) IN DISPUTE, OR THE TOTAL FEES PAID TO PAYREWARDS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THAT THE ALLEGED LOSS OR DAMAGE WAS SUFFERED, WHICHEVER IS LOWER; OR (Y) IF NO INVOICE AMOUNTS ARE APPLICABLE AND NO FEES HAVE BEEN PAID, $250.
164. We are not liable or responsible for late payment fees or any other charges applied by a Nominated Payee, Valid Card Provider, or any other party arising from your use of the Platform, regardless of why the fee was applied.
165. We are not liable for any loss or damage you may suffer arising out of or in connection with:
     1. errors, mistakes or inaccuracies in relation to the Rewards Store and/or Rewards;
     2. you acting or not acting on any information contained in or referred to on the Rewards Store and/or any linked website;
     3. the quality of any Reward; or
     4. the performance, solvency, actions or omissions of a PayRewards Partner, Rewards Partner Program, Third Party Seller or other third party service provider.
166. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, scams or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You acknowledge that you should always log into your User Account through the Platform if you are uncertain about the authenticity of any communication or notice.
167. We are not liable for any breach of these Terms where the breach is due to a Force Majeure Event, including any abnormal and unforeseeable or regulatory circumstances beyond our control, or where the breach is due to legal requirements.
168. We are not liable for any Partner Rewards Program that we recommend or in relation to which we provide information.
169. We make no representations in relation to, and are in no way liable for, any tax consequences or any claims whatsoever made against you resulting from your use of the Services.
170. The limitation of liability in these Terms is subject to any obligations that we have under applicable law and regulation which by law we cannot exclude, however to the extent we are permitted by law to do so, we limit our liability under such obligations to (in our discretion) to resupplying the relevant Service or the cost of resupplying the relevant Service.

Indemnity

171. You agree to defend, indemnify, and hold harmless PayRewards, our affiliates, and each of our and their directors, officers, shareholders, advisers, consultants, agents, employees and contractors (each an Indemnitee) against any and all liabilities, claims, losses and expenses (collectively, Losses) which may be incurred or suffered by the Indemnitees arising out of: (a) your breach, or the breach an Authorized Payer of these Terms; (b) your or an Authorized Payer’s negligence, gross negligence, wilful misconduct, or violation of any law or regulation; or (c) any tax liability arising in connection with your use of the Services (including the PayRewards Loyalty Program and Employer Payment Processing Service). Losses include consequential losses and any legal fees or expenses incurred in defending or responding to Losses. This indemnity will not apply to the extent (and only to such extent) that Losses were incurred or suffered by an Indemnitee due to the fraud or wilful misconduct of PayRewards.
172. We are not required to seek recovery or enforce any right against any other person or incur expense, loss, or damage or make any payment before enforcing a right of indemnity conferred by these Terms, but we must nevertheless take reasonable steps to mitigate any such expense, loss or damage.
173. You agree that, if requested by us:
     1. You shall reasonably cooperate (at your own expense) in the defense of any claim covered by this indemnity;
     2. you will provide PayRewards with appropriate security for potential Losses in relation to which we are entitled to an indemnity pursuant to these Terms; and/or
     3. you will procure that you, your directors, officers or other related third party, provide PayRewards with a separate guarantee and indemnity (on terms specified by us) in respect of the performance by you of your obligations under these Terms.

Privacy

174. We will collect, use and store your personal information in accordance with our Privacy Policy (as varied from time to time).
175. Without limiting our Privacy Policy, you expressly authorize us to disclose any of your personal or payment information or other data to a Nominated Payee or to any bank, card issuer, payment processor, PayRewards Partner or provider of a Partner Rewards Program or any other service provider used by PayRewards for the purpose or operating the Platform or providing our Services, including the PayRewards Loyalty Program.

Intellectual Property

176. You acknowledge that we are the owner of all Intellectual Property Rights which subsist in your User Account or any PayRewards Account, the Website and the Platform. You acknowledge that you have no Intellectual Property Rights in your User Account or any PayRewards Account, the Website or in the Platform.
177. You agree to grant PayRewards a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable right to exercise the copyright, publicity, and database rights (but no other rights) you have in your information which we hold, in any media so that PayRewards may adequately provide the Services to you.
178. Other trademarks used on the Platform and in the Rewards Store that belong to third parties are used by us with permission and remain the intellectual property of the third party.

Contacting Us

179. If you have any feedback, questions, or complaints (including in relation to a failure to use your Approved Payment Method on the Platform), contact us via help.PayRewards.com.
180. When you contact us, please provide us with your name, address, and any other information we may need to identify you, any PayRewards Account, and the transaction on which you have feedback, questions, or complaints.
181. Any notice will be deemed to have been received on the third banking day after posting.

Amendment

182. Unless stated otherwise in the Terms, we may amend these Terms (including material amendments) by providing two (2) days advance notice via the Platform, by email, or by any other means, at any time. You will be deemed to have accepted any amendments to the Terms by continuing to use the Platform and/or submitting Payment Instructions, on or after two (2) days after that notice is provided. The revised Terms will apply to all Payment Instructions submitted on or after the day that is two (2) days after notice is provided.
183. You acknowledge that we may amend these Terms immediately without advance notice, in order to protect the security or integrity of the Platform, the Services or any User Account or PayRewards Account or to comply with law or regulation or to manage a technical or system fault or error, including discontinuing, terminating or changing the Platform, Services or any User Account or PayRewards Account or Payment Instruction. If such discontinuation, termination or change will adversely impact you, then please provide written notice to us and we will use a good faith effort to restore such feature or functionality that has been discontinued, terminated or changed to the extent reasonably practicable. If we are unable to accommodate your written request, in our sole discretion, we may provide compensation up to but not exceeding the amount of USD$250.

Miscellaneous

184. Third parties may have their own terms and conditions that you will be required to agree to and comply with for us to provide the Services. If you do not agree to the relevant third party’s terms and conditions, we may not be able to provide you with the Services.
185. Nothing on the Website or the Platform is intended to be, or should be taken as, financial, legal, taxation or accounting advice. Customers should seek their own financial, legal, taxation or accounting advice as needed, and before using the Platform or receiving the Services.
186. You are liable for any and all taxation implications relating to the Services, including your participation in any Rewards Program, which may result in you receiving reward points or other benefits as a result of using our Services.
187. We may assign all or part of our agreement with you without your consent and without notice to you. You may not assign our agreement with you without our consent.
188. These Terms shall be construed and enforced exclusively pursuant to the laws of the State of New York applicable to contracts to be performed wholly within the state. The parties also agree that the venue of any action to enforce the provisions of these Terms, or any document executed in connection with these Terms, shall be in New York County, New York. The parties agree they will not contest the choice of law and venue provisions in this clause.
189. If any provision of these Terms becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. This will not affect the validity of the remaining provisions of these Terms. Any failure by a party to insist upon strict performance by the other of any provision of these Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by PayRewards of any of the Terms or its rights shall be effective, unless PayRewards expressly states it is a waiver and PayRewards communicates such waiver to the Customer in writing.

Employer Payment Processing Service Addendum

190. Where we have agreed to provide you with the Employer Payment Processing Service, the terms and conditions set out in this Addendum are incorporated into the Terms. If there is an inconsistency between a provision in this Addendum and the Terms, the provision in this Addendum will apply.
191. You acknowledge and agree that:
     1. the Employer Payment Processing Service will be used by you solely for the purpose of paying Employment Payments to your employees via the Platform;
     2. each employee to whom you instruct us to make an Employment Payment has entered into an employment agreement with your business;
     3. each employee to whom you instruct us to make an Employment Payment is employed in the United States;
     4. the terms of the employment agreement between you and each employee to whom you instruct us to make an Employment Payment comply in all respects with the requirements of the state in which the employee works or resides, as applicable;
     5. you are solely responsible for calculating the amount of each Employment Payment to be transferred to your employees via the Platform, including (but not limited to) calculating any amounts of tax, retirement or other payments or withholdings which relate to any Employment Payment, and you are responsible for remitting any relevant tax, retirement or other amounts to the relevant authorities as required by law;
     6. our role is strictly limited to paying Employment Payments to your employees in accordance with your Payment Instruction, where your Payment Instruction is submitted via the Platform, we do not provide payroll services or withholding or tax remittance services; and
     7. you will, immediately, upon request by us, ensure that you comply (and provide us with evidence of your compliance) with:
        1. the Rules; and
        2. all rules, directives and instructions made by a Valid Card Provider; and
     8. you will provide us with any information which relates to the Employer Payment Processing Services, which is requested by a Valid Card Provider.
192. Where requested by us, you will, within the time specified by us, provide us with the following information about your business:
     1. evidence of an employee to whom you instruct us to make an Employment Payment’s current employment with your business, including (but not limited to) a copy of the relevant current payroll records;
     2. evidence of all Employment Payments made by you to your employees, which were facilitated via the Platform; and
     3. any information or documents that PayRewards is required to obtain and/or provide at the request of an auditor, government agency, court, tribunal, regulator, or statutory authority in relation to our provision of the Services.
193. In addition to any indemnification you provide to Indemnitees under the Terms, you agree to defend, indemnify, and hold harmless the Indemnitees against all Losses incurred by the Indemnitees in relation to:
     1. complying with a request from a government agency, auditor, court, tribunal, regulator, or statutory authority for the provision of documents or records relating to our provision of the Employer Payment Processing Service to you;
     2. any and all disputes between you and your employees which relate to a claim by one or more of your employees made in relation to an Employment Payment which was paid to an employee via the Platform;
     3. any and all investigations or legal or administrative actions by a government agency, statutory authority, court or tribunal which relates to an Employment Payment which was paid to an employee via the Platform; and
     4. any other claims against us which relate to or flow from your use of the Employer Payment Processing Service.
194. You agree that, if requested by us, you shall reasonably cooperate (at your own expense) in the defence of any claim covered by this indemnity.

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