Payments Terms Service

Please carefully review the arbitration agreement and class action waiver outlined in Section 15 of these Terms, as they are applicable to all claims made against OpenMicz in the United States.

The Payments Terms of Service ("Payments Terms") constitute a legally binding agreement between you and OpenMicz Payments, governing the Payment Services (as defined below) carried out through or in connection with the OpenMicz Platform. In these Payments Terms, references to "OpenMicz Payments", "we", "us", or "our" pertain to the specific OpenMicz Payments entity with which you are entering into an agreement for Payment Services.
OpenMicz Payments offers payment services to Members involved in publishing, offering, and booking Host Services, as outlined in the Terms. This encompasses both existing and potential services provided through the OpenMicz Platform. The Payment Services may encompass (where available) the following services collectively referred to as "Payment Services":

• Gathering payments from Hosts, Performers or Producers ("Payin") by charging the associated Payment Method linked to their OpenMicz account, including credit cards, debit cards, bank accounts, Venmo, or PayPal accounts;
• Facilitating payments to Hosts, Performers or Producers ("Payout") through a financial instrument associated with their OpenMicz account, such as a PayPal account, bank account, prepaid card, or debit card ("Payout Method");
• Facilitating payments to a third-party Payout Method specified by a Host, Performer or Producer;
• Managing the collection and disbursement of charitable donations;
• Providing payment collection services; and
• Offering other payment-related services in relation to Host Services.

To utilize the Payment Services, you must be at least 18 years old, maintain a valid OpenMicz account in good standing as per the OpenMicz Terms of Service ("Terms"), and ensure the accuracy and completeness of your payment and personal information.
The Terms independently regulate your engagement with the OpenMicz Platform. Any undefined term in these Payment Terms carries the same definition as in the Terms.

1.1 OpenMicz Payment Services. By utilizing with the Payment Services, you hereby commit to adhering to these Payments Terms. OpenMicz Payments reserves the right to temporarily restrict or suspend your access to the Payment Services, including its features, for maintenance purposes aimed at ensuring proper functionality. OpenMicz Payments retains the authority to enhance, improve, modify, or introduce new Payment Services periodically. Members will be informed of any alterations to the Payment Services, unless such changes do not significantly amplify Members' contractual responsibilities or diminish their rights under these Payments Terms.

1.2 Third Party Services. The Payment Services might include links to external websites or resources ("Third-Party Services"). These Third-Party Services are governed by distinct terms of service and privacy policies, and Members are encouraged to review them. OpenMicz Payments bears no responsibility or liability for the utilization of such Third-Party Services. The inclusion of links to any Third-Party Services does not signify an endorsement by OpenMicz Payments of those services.

1.3 Your OpenMicz Account. OpenMicz Payments might introduce functionalities enabling you to grant authorization to other Members or third parties to perform specific actions affecting your OpenMicz account. If this feature is activated for your OpenMicz account, you have the option to authorize a third party to utilize your OpenMicz account. By doing so, you recognize and consent to the fact that anyone you authorize to access your OpenMicz account can use the Payment Services on your behalf, and you assume responsibility for any payments initiated by such an individual.

1.4 Verification. You grant OpenMicz Payments, either directly or through third parties, the authority to conduct any necessary inquiries to verify your identity and the information you supply. This verification process may involve (i) checking your details against third-party databases or other relevant sources, (ii) soliciting reports from service providers, (iii) requesting government identification such as a driver’s license or passport, your date of birth, address, and other pertinent information, or (iv) requiring you to confirm ownership of your email address, Payment Method(s), or Payout Method(s). OpenMicz Payments retains the right to suspend, terminate, or restrict access to the Payment Services if it proves challenging to obtain or authenticate any of this information.

1.5 Additional Terms. Certain Payment Services may have specific terms and conditions that govern your access to or use of them. Acceptance of additional terms may be required for your use of these specific Payment Services. In the event of a conflict between these Payments Terms and the terms and conditions related to a particular Payment Service, the latter will prevail concerning your use of or access to that specific Payment Service, unless explicitly stated otherwise.

2.1 Adding a Payment Method. When you add a Payment Method to your OpenMicz account, you will be required to furnish billing details, including name, billing address, and financial instrument information, either to OpenMicz Payments or its designated third-party payment processor(s). By doing so, you grant authorization to OpenMicz Payments and its payment service providers to collect and securely store your Payment Method information.

2.2 Payment Method Verification. Upon adding or utilizing a new Payment Method, OpenMicz Payments may validate the Payment Method through either (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider and requesting your confirmation of those amounts, or (ii) requesting you to upload a billing statement. OpenMicz Payments reserves the right to initiate refunds for these amounts directly from your Payment Method. When a Payment Method is added during the checkout process, it will be automatically saved and linked to your OpenMicz account for potential use in future transactions. Removal of the Payment Method associated with a reservation is restricted during the period from the date of your booking until fourteen (14) days after your check-out date, or for any additional duration necessary to address any pending Damage Claim linked to that particular booking.

2.3 Payment Authorization. You grant OpenMicz Payments the authorization to charge your Payment Method, whether directly or indirectly (including the use of more than one payment method), for all fees owed, including any applicable taxes, associated with your OpenMicz account. This encompasses Damage Claim amounts as outlined in the Terms and Section 6.

2.4 Automatic Update of Payment Method. In the event that there are changes to your Payment Method's account information, such as account number, routing number, or expiration date due to re-issuance or other reasons, we may obtain that information from our financial services partners or your bank and proceed to automatically update your Payment Method on record.

2.5 Timing of Payment. Upon acceptance of your booking request by the Host, OpenMicz Payments will charge the Total Price due. OpenMicz Payments reserves the right to introduce alternative options for payment timing and methods in the future. Any extra fees associated with these alternatives will be clearly presented on the OpenMicz Platform and incorporated into the Total Price. By choosing a specific payment option, you agree to cover any associated fees.
Additional terms and conditions may apply to the utilization of alternative payment methods. In instances where OpenMicz Payments is unable to collect the Total Price at the scheduled time, the payment will be collected at a later point as outlined in Section 5.3. Upon successful completion of the payment for your requested booking, a confirmation email will be sent to you.

2.6 Currency. OpenMicz Payments will process each transaction in US dollars ($) only. Other currencies may be made available in the future and may be limited due to regulatory or operational reasons, or based on factors such as your country of residence. Note that if your currency is different than your Payment Method's billing currency, 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 non-U.S. issued card, your payment will be processed in the U.S., and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, your bank or credit card company may convert the payment amount to U.S. dollars, based on an exchange rate and fee amount determined solely by your bank. OpenMicz 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 prior to making a booking for Host Services.

2.7 Payment Restrictions. OpenMicz Payments reserves the right to decline or limit payments that we believe (i) may violate OpenMicz 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, OpenMicz, OpenMicz Payments, or others to risks unacceptable to OpenMicz Payments.

2.8 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 OpenMicz 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.

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

3.1 Payment Collection. OpenMicz Payments collects the Total Price of a booking at the time the Producer selects an available date and time on the Host’s calendar for the space listing, unless noted otherwise.

3.2 Valid Payout Method. To be eligible for a Payout, you must have a valid Payout Method associated with your OpenMicz account. When adding a Payout Method, you will be required to furnish information such as your name, government identification, tax ID, billing address, and financial instrument details to either OpenMicz Payments or its designated third-party payment processor(s). Additional details may be necessary based on the selected Payout Method, including residential address, account type, routing number, account number, email address, payout currency, identification number, and specific information related to a particular payment processor.

It is imperative to provide the requested information to validate a Payout Method. The required information for a valid Payout Method is subject to change, and OpenMicz Payments may request additional details as needed. Failure to furnish the requested information may lead to OpenMicz Payments placing a temporary hold, suspending, or canceling any Payout until the necessary information is provided and, if required, validated. By utilizing the Payout Services, you grant OpenMicz Payments permission to collect and store your Payout Method information. Additionally, OpenMicz Payments may disclose your information to governmental authorities as mandated by applicable law.

3.3.1 Contingent upon the successful reception of payments from the Producer, OpenMicz Payments will typically initiate Payouts to your designated Payout Method under the following conditions: (i) for Spaces, within a maximum of 48 hours after the scheduled event time set by the Producer; (ii) for Workshops, within a maximum of 48 hours after the commencement of the Workshop; and (iii) for all other Host Services, at the time stipulated through the OpenMicz Platform.

3.3.2 OpenMicz Payments might provide an alternative Payout schedule or initiation mechanism, potentially subject to supplementary terms and conditions. The duration for receiving Payouts after their release by OpenMicz Payments could be contingent upon the Payout Method you choose, if one is provided.

3.4 Payout. The Payout for a booking will be the Total Price minus any relevant fees, such as OpenMicz service fees and applicable taxes. In the case of a confirmed booking cancellation, OpenMicz Payments will disburse the amount owed to you, as specified in the Terms and the applicable cancellation policy.

3.5 Payout Restrictions. OpenMicz Payments reserves the right to temporarily place a hold, suspend, or cancel any Payout for the purpose of preventing unlawful activity, addressing fraud, conducting risk assessment, ensuring security, or conducting an investigation. This action may also be taken if we encounter difficulties verifying your identity or obtaining/verifying required information. Additionally, OpenMicz Payments may temporarily place a hold, suspend, or delay the initiation or processing of any Payout owed to you under the Terms due to a high volume of booking cancellations or modifications resulting from a Force Majeure Event (as defined below).

3.6 Currency Conversion. OpenMicz Payments will transfer your Payouts exclusively in U.S. dollars. The availability of currencies is presently restricted for operational considerations. It's important to be aware that payment service providers might impose fees related to transactions, currency conversion, or other charges based on your chosen currency or Payout Method. OpenMicz Payments is not liable for any such fees and explicitly disclaims responsibility in this regard.

3.7 Limits on Payouts. For reasons of compliance or operational requirements, OpenMicz Payments may impose limits on the amount of a Payout. If the amount you are entitled to exceeds this limit, OpenMicz Payments may distribute the Payout in installments, potentially spanning multiple days or weeks, to ensure the full Payout amount is delivered.

3.8 Payment Service Providers. Payout Methods entail the involvement of third-party payment service providers. These providers may impose additional fees on you when processing Payouts related to the Payment Services, including deducting charges from the Payout amount. OpenMicz Payments is not accountable for such fees and disclaims any liability in this matter. Additionally, your Payout Method may be subject to supplementary terms of use, and it is advised to review them before utilizing your Payout Method.

3.9 Your Payout Method, Your Responsibility. OpenMicz Payments holds no responsibility for any loss you may incur due to inaccurate Payout Method information provided by you.

3.10 Split Payouts. If you offer Host Services collectively with other Hosts as part of a team, business, or organization ("Host Team"), OpenMicz may provide the option to distribute the total Host Payout for a booking among the Host Team members. OpenMicz Payments will process such payments based on instructions from one or more Host Team members and is not liable for any losses resulting from errors or omissions in the payment instructions provided by the Hosts.

4.1 Each Host, including every member of a Host Team, designates OpenMicz Payments as its agent for the sole purpose of receiving and processing funds from Producers who purchase Host Services on behalf of the Host.

4.2 Each Host, including each member of a Host Team, agrees that payments made by a Producer through OpenMicz Payments are equivalent to payments made directly to the Host. The Host commits to delivering the booked Host Service to the Producer in the agreed-upon manner, treating the payment as if received directly from the Producer. OpenMicz Payments retains the right to refund the Producer as per the Terms. The Host acknowledges that OpenMicz Payments' obligation to pay the Host is contingent upon the successful receipt of associated payments from the Producer. OpenMicz Payments guarantees payments to the Host only for amounts that have been successfully received from Producers following these Payments Terms. By accepting the role of the limited payment collection agent for the Host, OpenMicz Payments assumes no responsibility for any actions or oversights of the Host.

4.3 Each Producer acknowledges and agrees that, despite OpenMicz Payments not being a party to the agreement between the Producer and the Host(s), including each member of a Host Team, OpenMicz Payments acts as the payment collection agent for each Host, solely for the purpose of receiving payments from the Producer on behalf of the Host(s). Once the Producer pays the funds to OpenMicz Payments, the Producer's payment obligation to the Host(s) for the agreed-upon amount is fulfilled, and OpenMicz Payments is responsible for forwarding the funds received to the Host(s) as outlined in these Payments Terms. If OpenMicz Payments fails to remit any such amounts, the Host(s) will seek recourse solely against OpenMicz Payments and not directly against the Producer.

5.1 Fees. OpenMicz Payments reserves the right to impose fees for the use of specific Payment Services, and any applicable fees will be clearly communicated to you through the Terms or on the OpenMicz Platform.

5.2 Payment Authorizations. You grant OpenMicz Payments the authority to collect amounts owed under these Payment Terms and/or the Terms through either (i) charging the Payment Method linked to the relevant booking or any other authorized Payment Method in your OpenMicz account (unless you have previously revoked the authorization for such Payment Method(s)), or (ii) deducting the amount from your future Payout. Specifically, you authorize OpenMicz Payments to collect from you:

• Any amounts owed to OpenMicz or OpenMicz Payments, such as those resulting from your bookings, Booking Modifications, cancellations, or other activities as a Producer, Host, or user of the OpenMicz Platform. This includes reimbursement for costs prepaid by OpenMicz or OpenMicz Payments on your behalf. Any funds collected by OpenMicz Payments will offset the amount owed by you to OpenMicz or OpenMicz Payments, extinguishing your obligation.
• Any amount due to a Host from a Producer, which OpenMicz collects as the Host's payment collection agent as detailed in Section 4 above.
• Taxes, if applicable and as specified in the Terms.
• Any Damage Claim amounts owed to OpenMicz or OpenMicz Payments in accordance with the Terms and Section 6.
• Overstay penalties as stipulated in the Terms, including associated costs and expenses incurred in collecting the overstay penalty.
• Service fees or cancellation fees imposed according to the Terms, for instance, if you, as a Host, cancel a confirmed booking.
• Amounts already paid to you as a Host despite a Producer canceling a confirmed booking or OpenMicz deciding to cancel a booking in accordance with the Terms, Rebooking and Refund Policy, Event Cancellation Policy, Extenuating Circumstances Policy, or other applicable cancellation policy. In such cases, OpenMicz Payments is entitled to recover the Producer refund amount from you, including by deducting it from any future Payouts owed to you.

If you owe Additional Amounts at any time after a booking, such as with Booking Modifications or Damage Claims (“Additional Amounts”), you authorize OpenMicz Payments to collect payments for such Additional Amounts by charging your Payment Method associated with the relevant booking. OpenMicz Payments will notify you in writing before charging any Additional Amounts.
If your Payment Method associated with the relevant booking is found to be expired, invalid, or unable to be charged for any reason (e.g., insufficient funds), you are responsible for any uncollected amounts. OpenMicz Payments may charge the Payment Method related to your booking again or use any other Payment Method on file associated with your OpenMicz account, if available, to collect such Additional Amounts. Any uncollected amount may be subject to remedies available, such as referral to a collections agency or pursuit of available causes of action or claims against you.
If OpenMicz has reason to believe that you, as a Host, engaged in fraudulent activity, such as an overpayment scam or booking fraud, and OpenMicz Payments released the payout for such stay, OpenMicz Payments may recoup such amount by reducing, setting off, or debiting the amount from any future Payouts owed to you.
In addition to the amounts due, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees incidental to OpenMicz Payments' collection of these delinquent amounts and chargebacks. These fees or charges may include collection fees, convenience fees, or other third-party charges.

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

5.3.2 OpenMicz Payments will consider owed amounts overdue when:
(a) For authorized charges, forty-five (45) days have passed after OpenMicz Payments' initial attempts to charge your Payment Method or after the associated services have been provided, whichever is later.
(b) For withholdings from a Host's future Payouts, one hundred and eighty (180) days have passed after the adjustment is made to the Host's OpenMicz account or after the associated services have been provided, whichever is later.

5.3.3 OpenMicz Payments will consider any overdue amounts not collected to be in default when one hundred and eighty (180) days have passed:
(a) For authorized charges, after OpenMicz Payments' initial attempts to charge your Payment Method or after the associated services have been provided, whichever is later.
(b) For withholdings from a Host's future Payouts, after the adjustment is made to the Host's OpenMicz account or after the associated services have been provided, whichever is later.

5.3.4 You explicitly agree that all communications regarding amounts owed will be conducted via electronic mail or by phone, using the contact information provided to OpenMicz and/or OpenMicz Payments by you. These communications may be carried out by OpenMicz, OpenMicz Payments, or by a representative on their behalf, including, but not limited to, a third-party collection agent.

5.4.1 OpenMicz Payments will address any identified payment processing errors promptly. This may involve crediting or debiting (as appropriate) the original Payout Method or Payment Method you used or selected, ensuring the accurate receipt or payment of the correct amount.

This corrective action may be conducted by OpenMicz Payments or a third party, such as your financial institution. In cases where funds are mistakenly sent to you (including instances of duplicate payments due to processing errors), OpenMicz Payments may take measures to recover these funds by deducting the amount from any future Payouts owed to you.

5.4.2 If you receive funds in error, you agree to promptly return such funds to OpenMicz Payments.

5.5.1 Any refunds, credits, or other considerations due to a Member pursuant to the Terms, Extenuating Circumstances Policy, Rebooking and Refund Policy, Event Cancellation Policy, and Host Cancellation Policy will be initiated and remitted by OpenMicz Payments in accordance with these Payments Terms.

5.5.2 As per this Section 5.5.2, OpenMicz Payments will promptly initiate the refund process. In the event of a Host-initiated cancellation, OpenMicz Payments will retain the funds for a maximum of five (5) business days, during which time the Producer can choose to receive a refund or instruct OpenMicz to utilize the funds for rebooking with another Host. Depending on the circumstances, the refund process may include the option to receive credit instead of a cash refund. If this alternative is offered, the timing of the refund will be communicated through the email. The duration for receiving a cash refund or the release of any pre-authorization on your Payment Method will vary based on the Payment Method and the rules of the relevant payment system (e.g., Visa, Mastercard, Paypal, Stripe, etc.). In the event of a Force Majeure Event affecting the processing and settlement of refunds, OpenMicz Payments will initiate and process the refund at the earliest practicable time.

6.1 In the event that you are liable for Damage Claim amounts, as outlined in Section 15 of the Terms, OpenMicz, via OpenMicz Payments, may, with your explicit consent, charge the Payment Method used for the booking or any other payment method stored in your OpenMicz account at the time of the Damage Claim, for the purpose of collecting Damage Claim amounts, up to the maximum limit defined in Section 15 of the Terms.

6.2 You hereby acknowledge that OpenMicz Payments may endeavor to recover from you through any insurance policies you maintain. Additionally, OpenMicz Payments reserves the right to pursue any available remedies against you, which may include, but are not limited to, engagement of a collections agency or initiation of legal actions or claims against you, especially concerning a Damage Claim.

If OpenMicz Payments retains funds owed to you, such as when we are unable to facilitate a Payout or refund, or if you do not utilize a gift card or gift credit within the timeframe specified by your state, country, or other relevant governing body in accordance with its unclaimed property laws, we may handle the funds owed to you in compliance with our legal obligations.
This may involve reporting and remitting such funds to the appropriate governing body, as mandated by applicable unclaimed property laws.

8.1 You bear sole responsibility for adhering to all applicable laws, rules, regulations, and tax obligations pertaining to your utilization of the Payment Services. In the course of using the Payment Services, you agree not to, and will not assist or facilitate others to:

• Violate or circumvent any relevant laws or regulations.
• Breach or bypass agreements with third parties, infringe upon third-party rights, or contravene the Terms, Additional Legal Terms, Policies, or Standards.
• Employ the Payment Services for any commercial or other purposes not expressly permitted by these Payments Terms.
• Register or employ any Payment Method or Payout Method with your OpenMicz account that does not belong to you or for which you lack authorization.
• Evade, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measures implemented by OpenMicz Payments, its providers, or any other third party to safeguard the Payment Services.
• Undertake actions that may damage or adversely affect the performance or proper functioning of the Payment Services.
• Attempt to decipher, decompile, disassemble, or reverse engineer any software used to provide the Payment Services.
• Violate or infringe upon the rights of others or cause harm to anyone.

8.2 You are prohibited from using, or assisting others in using, the Payment Services to send or receive funds:
(i) Into any countries embargoed by the United States.
(ii) To individuals listed on the U.S. Treasury Department’s Specially Designated Nationals list, 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 affirm and warrant that:
(i) Neither you nor your Host Services are situated or occur in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country by the U.S. Government.
(ii) You are not included on any U.S. Government, UK, or European Union list of prohibited or restricted parties. Additionally, you must comply with relevant export control laws in your local jurisdiction.

OpenMicz Payments will not be held liable for any delays or failure to fulfill any obligations under these Payments Terms arising from causes beyond the reasonable control of OpenMicz or OpenMicz Payments. These causes include, but are not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, actions by civil or military authorities, fires, floods, accidents, pandemics, epidemics, or diseases, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event").

10.1 If you opt to utilize the Payment Services, you do so voluntarily and at your own risk. The Payment Services are provided "as is," without any warranty of any kind, either express or implied, to the maximum extent permitted by law.

10.2 Despite OpenMicz Payments' role as the limited payment collection agent of Hosts according to Section 4, OpenMicz Payments explicitly disclaims all liability for any act or mission of any Member or other third party. OpenMicz Payments does not have any duties or obligations as an agent for each Host, except as expressly set forth in these Payments Terms.
Any additional duties or obligations implied by law are expressly excluded to the maximum extent permitted by applicable law.

10.3 In the event that we choose to conduct identity verification on any Member, we disclaim warranties of any kind, whether express or implied, regarding the effectiveness of such checks in identifying prior misconduct by a Member or guaranteeing that a Member will not engage in misconduct in the future, to the extent permitted by applicable law.

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

You recognize and agree that, to the maximum extent permitted by law, the entire risk arising from your access to and use of the Payment Services remains with you. If you allow or authorize another person to use your OpenMicz account in any way, you are responsible for the actions taken by that person. Neither OpenMicz 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 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) the use of or inability to use the Payment Services, or (iii) any communications, interactions, or meetings with other Members or other persons resulting from 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 OpenMicz 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 Hosts under these Payments Terms, in no event will OpenMicz 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, your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for bookings via the OpenMicz Platform as a Producer in the twelve (12) month period before the event giving rise to the liability, or if you are a Host, the amounts paid by OpenMicz Payments to you in the twelve (12) month period before the event giving rise to the liability, or (ii) eighty-eight U.S. dollars (US$88), 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 OpenMicz 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 OpenMicz 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 that cannot be excluded or limited under applicable law.

To the fullest extent allowed by applicable law, you agree to release, defend (if chosen by OpenMicz Payments), indemnify, and safeguard OpenMicz Payments and its affiliates, subsidiaries, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way related to (i) your violation of these Payments Terms; (ii) your inappropriate use of the Payment Services; (iii) your failure, or our failure as per your instructions, to accurately report, collect, or remit taxes; or (iv) your violation of any laws, regulations, or third-party rights.

13.1 Modification. Except as otherwise mandated by applicable law, OpenMicz Payments reserves the right to amend these Payments Terms at its discretion. In the event of substantial changes to these Payment Terms, the revised terms will be published on the OpenMicz Platform, and the "Last Updated" date will be revised accordingly. If the modifications impact you, we will also notify you of the changes at least thirty (30) days before they take effect. Should you choose not to terminate your agreement before the effective date of the revised Payment Terms, your ongoing utilization of the Payment Services will be deemed acceptance of any modifications to the revised Payment Terms.

13.2 Term. This agreement between you and OpenMicz Payments, as outlined in these Payment Terms, becomes effective when you create an OpenMicz account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section

13.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your OpenMicz account. Terminating this agreement will also serve as notice to cancel your OpenMicz account pursuant to the Terms. Without limiting our rights specified below, OpenMicz Payments may terminate this agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address. OpenMicz 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) OpenMicz Payments believes in good faith that such action is reasonably necessary to protect other Members, OpenMicz, OpenMicz Payments, or third parties.

13.4 Suspension and Other Measures. OpenMicz 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 Terms that are overdue or in default, or (v) if OpenMicz Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of OpenMicz, its Members, OpenMicz Payments, or third parties, or to prevent fraud or other illegal activity. Furthermore, 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 OpenMicz Payments takes any of the measures described in Section 13.3 and 13.4, you may appeal such a decision by contacting us via email at hello@openmicz.com.

13.6 Effect of Termination. If you cancel your OpenMicz account as a Host or OpenMicz Payments takes any of the measures described above, OpenMicz Payments may provide a full refund to any Producers with confirmed booking(s), and you will not be entitled to any compensation for pending or confirmed bookings that were canceled. If you cancel your OpenMicz account as a Producer, OpenMicz Payments will initiate a refund for any confirmed booking(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 OpenMicz account or attempt to access and use the Payment Services through an OpenMicz account of another Member.

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

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.

15.1 Applicability. This Arbitration Agreement is relevant to all users residing in the United States. If you are not a U.S. resident, you are explicitly prohibited from accessing any part of the OpenMicz Platform, including OpenMicz Payments. Whether you are a U.S. resident or a non-U.S. resident, initiating a legal claim against OpenMicz Payments in the United States subjects you to the determinations outlined in this Arbitration Agreement, covering threshold issues like residency, arbitrability, venue, and applicable law.

15.2 Dispute Resolution Overview. OpenMicz Payments is dedicated to a consumer-friendly dispute resolution process. For users falling under Section 15, this involves a two-step process: (1) informal negotiation with OpenMicz’s customer service team (referenced in Section 15.3), and if necessary, (2) binding arbitration administered by the American Arbitration Association (“AAA”). Both parties retain the right to seek dispute resolution in small claims court as an alternative to arbitration.

15.3 Pre-Arbitration Resolution and Notification. Prior to initiating arbitration, both parties commit to notifying the other in writing at least 30 days in advance, aiming to negotiate an informal resolution in good faith. If no resolution is reached within the 30-day period, either party may commence arbitration by filing a written Demand for Arbitration with the AAA.

15.4 Mutual Agreement to Arbitrate. Both you and OpenMicz Payments mutually agree that any dispute, claim, or controversy arising from these Payments Terms will be resolved through binding individual arbitration, as outlined in the Arbitration Agreement. Any disputes about the enforceability or application of this Arbitration Agreement will be decided by the arbitrator.

15.5 Exceptions to Arbitration Agreement. Certain claims, such as those seeking emergency injunctive relief, public injunctive relief, or individual claims of sexual assault or harassment, are exceptions to the Arbitration Agreement and may be brought in a court of competent jurisdiction.

15.6 Arbitration Rules and Governing Law. Governed by the Federal Arbitration Act, this Arbitration Agreement follows AAA rules for consumer arbitration. The arbitration will be conducted according to AAA Rules in effect at the time, with adjustments as specified.

15.7 Modification to AAA Rules - Arbitration Hearing/Location. For convenience, OpenMicz Payments agrees that arbitration hearings may be conducted at your preference, either in the U.S. county of your residence, Los Angeles County, or via phone or video conference for amounts in controversy of $5,000 or less.

15.8 Modification of AAA Rules - Attorney’s Fees and Costs. Arbitration fees and arbitrator compensation will adhere to AAA Rules. Either party may request the arbitrator to award attorneys' fees and costs for groundless, bad-faith claims.

15.9 Arbitrator’s Decision. The arbitrator's decision will include essential findings and conclusions. Declaratory or injunctive relief will be awarded only on an individual basis and as necessary to address the claimant's individual claim.

15.10 Jury Trial Waiver. Both parties waive the right to a trial by jury for arbitrable disputes.

15.11 No Class Actions or Representative Proceedings. Both parties agree to waive participation in class actions, class-wide arbitration, or representative proceedings, subject to certain exceptions. The arbitrator may not consolidate more than one party's claims unless agreed upon in writing.

15.12 Severability. Illegal or unenforceable portions of this Arbitration Agreement will be severed, and the remainder will remain in full force and effect.

15.13 Changes to Agreement to Arbitrate. You can reject changes to this section within thirty (30) days of the effective date. Rejecting a change does not alter your prior consent to earlier arbitration agreements.

15.14 Survival. This Section 15 survives the termination of these Payments Terms and remains applicable even if you cease using the Payment Services or terminate your OpenMicz account.

16.1 Interpretation of these Payments Terms. These Payments Terms, unless supplemented by additional terms, conditions, policies, guidelines, or standards, constitute the complete agreement between you and OpenMicz Payments concerning the subject matter herein. They override any prior oral or written understandings or agreements between you and OpenMicz Payments regarding the Payment Services. If any provision of these Payments Terms is deemed invalid or unenforceable, that specific provision will be removed, and the validity and enforceability of the remaining provisions will remain unaffected.

16.2 No Waiver. The failure of OpenMicz Payments to enforce any right or provision in these Payments Terms does not waive that right or provision, unless explicitly acknowledged and agreed to in writing by OpenMicz Payments. Any exercise of remedies by either party under these Payments Terms will not prejudice other remedies available under these Payments Terms or as allowed by law.

16.3 Assignment. You are not allowed to assign, transfer, or delegate this agreement or your rights and obligations herein without the prior written consent of OpenMicz Payments. OpenMicz Payments retains the unrestricted right to assign, transfer, or delegate this agreement and any associated rights and obligations at its sole discretion, providing thirty (30) days' advance notice.

16.4 Notices. Unless otherwise specified, any notices or communications permitted or required under this agreement will be in writing and communicated by OpenMicz Payments via email or through OpenMicz Platform notifications. The date of receipt will be considered the date when OpenMicz Payments transmits the notice.

17. Additional Clauses for Users that are Businesses. The subsequent paragraphs are equally applicable if you are utilizing the Payment Services in a representative capacity ("Representative") on behalf of a business, company, or another legal entity (in such instances, within the context of the Payments Terms, the terms "you" and "your" pertain to and are binding upon that business, company, or legal entity).

17.1 By accepting the Payment Terms, you assume responsibility for any actions or oversights of employees or third-party agents utilizing the Payment Service on your behalf.

17.2 Both you and your Representative explicitly confirm that you are authorized to furnish the information outlined in Section 2.1 and Section 3.2, and your Representative possesses the authority to bind you to these Payments Terms. Additional information or documentation verifying your Representative’s authority may be requested by us.

17.3 You declare and warrant to us that: (i) your business is duly organized, validly existing, and in good standing under the laws of the U.S. in which it is registered for receiving the Payment Services, and (ii) you possess all necessary rights, power, and authority to enter into this agreement, fulfill your obligations, and confer the rights, licenses, and authorizations specified in this agreement.

17.4 If you employ your Payment Method for the benefit of your employees or other authorized third parties in connection with OpenMicz for Work, as permitted by your account settings, you grant OpenMicz Payments the authorization to debit your Payment Method for bookings requested by employees at your company or other duly permitted third parties.

17.5 Regarding any Payout Method associated with your OpenMicz account, you grant authorization to OpenMicz Payments to store the Payout Method, facilitate payments using the Payout Method for bookings linked to your OpenMicz account, and undertake any other actions permissible under the Payments Terms concerning the Payout Method.

17.6 If you manage, retain, or otherwise handle payment card information on behalf of yourself or any third party, you commit to ongoing compliance with the applicable data privacy and security requirements outlined in the prevailing Payment Card Industry Data Security Standard regarding the utilization, access, and storage of such credit card information.